(Incorporated as Delton Consultants Private Limited on 17^th of March, 1992 under the Companies Act, 1956 and subsequently converted as Public Limited Company vide Special Resolution dated 4th September, 2000 and fresh Certificate of Incorporation dated 24th October, 2000 with Registration No. 21-54772)

Regd. Office : P-4, CIT Road,

Scheme 52,

Kolkata 700 014

Phone : (033) 244 0587

Corporate Office : 75C, Park Street, 3rd Floor,

Kolkata 700 016

Phone No. : (033) 217 0101 / 0102 / 0103

Fax No. : (033) 229 7763

PUBLIC ISSUE OF 12,50,000 EQUITY SHARES OF Rs. 10/- EACH FOR CASH AT PAR AGGREGATING Rs.125.00 LAKHS.

INDEX

Definition / Abbreviations

Risk Factors and Management Perceptions Thereof

Highlights

PART - I

General Information

Issue Management Team

Capital Structure of the Company

Terms of the Present Issue

Particulars of the Issue

Company, Management, Project and Business Strategy

Outstanding Litigation, Defaults and Material Developments

Risk factors & Management perception thereof

PART-II

General Information

Financial Information

Statutory and Other Information

Main Provisions of the Articles of Association

Of the Company

Material Contracts and Documents for Inspection

PART-III

Declaration

 ABBREVIATIONS

 RISK FACTORS AND MANAGEMENT PERCEPTION THEREOF

INTERNAL RISK FACTORS

1. The funds requirement and means of finance have not been appraised by any financial institutions/bank and are entirely the Company's own estimates.
2. In the absence of any stake of financial institution / banks, the deployment of the proceeds of the issue is entirely left to the discretion of the Company.
3. The Company does not have enough key management personnel to carry out its proposed activities.
4. Investors may note that the Company deploys a considerable portion of the funds in speculative investments and hence, income or loss from such activity is highly fluctuating.
5. The Company has lack of experienced professionals on the Board as well as to carry on day to day activities.
6. The promoters and directors of the Company are first generation entrepreneurs and do not possess relevant experience in the proposed field of financial activities.
7. The Company has been making negligible profits in the last five years.
8. The Company is yet to appoint a Company Secretary.

EXTERNAL RISK FACTORS

1. Return on investment will be subject to the risks and fluctuations in the capital market.
2. Dividend income and appreciation in investments are subject to performance and policies of those companies whose shares are purchased as investments.
3. Increasing competition from existing companies as well as new entrants.
4. Any change in fiscal and monetary policies and general economic scenario will have a bearing on the operations.
5. The Company is in the financial services sector and is exposed to Credit and Investment Risks.

NOTE :

1. Networth of the Company as on 31st December, 2000 is Rs.216.64 lakhs and the issue size is 125.00 lakhs.
2. Book Value per share of the Company is Rs.10.44 as on 31st December, 2000.
3. The Company does not have any affiliates / group companies.
4. Applicants are advised to refer to the para on "Basis of Issue Price" mentioned elsewhere in the Prospectus before making an investment decision in respect of the Issue.
5. Investors may please may note that in the event of oversubscription, allotment shall be made on a proportionate basis in consultation with the regional stock exchange, i.e. Calcutta Stock Exchange Association Ltd., as per details appearing elsewhere in the prospectus.

HIGHLIGHTS

1. Promoter's holding in post issue equity is 75%.
2. Listing of shares proposed at Calcutta Stock Exchange.

DELTON CONSULTANTS LIMITED

REGD.OFFICE : P-4, New CIT Road,

Scheme 52,

Kolkata 700 014

Phone No. : (033) 244 0587

Corporate Office : 75C, Park Street,

3rd Floor,

Kolkata 700 016

Phone No. : (033) 217 0101 / 0102/ 0103

Fax No. : (033) 229 7763

PUBLIC ISSUE OF 12,50,000 EQUITY SHARES OF Rs. 10/- EACH FOR CASH AT PARAGGREGATING Rs.125.00 LAKHS.

 PART-I

GENERAL INFORMATION

Incorporated as a Private Limited Company on 17th Day of March, 1992 as Delton Consultants Private Limited under the Companies act, 1956. The company became a Public Limited Company by passing a special resolution on 4th September, 2000 in terms of Section 44 of the Companies Act, 1956 and received fresh certificate of incorporation on 24th October, 2000.

AUTHORITY FOR THE ISSUE

Pursuant to section 81(1A) of the Act, the present issue of equity shares has been authorised vide a special resolution passed at the Extra-ordinary General Meeting of Delton Consultants Limited held on 29th December, 2000.

Prohibition by SEBI

The Company, its Directors or any of its associates or group companies and companies with which directors of Delton Consultants Ltd. are associated as Directors or Promoters have not been prohibited from accessing the Capital markets under any order or direction passed by SEBI.

Eligibility of the Company to enter Capital Markets

The Company is eligible to tap the Capital Markets under fixed price offering, as it has a track record of profitability for last 3 years and a net worth of more than 1 crore rupees, and the size of the offering is less than five times the pre-issue networth.

GOVERNMENT APPROVALS

As per the current Government regulations, Letter of Intent / Industrial License is not required for the business carried on by the Company. The Company has been registered with RBI as a Non Banking Finance Company (NBFC), vide Reserve Bank of India, Certificate of Registration no. 05.00388 dated 26th February, 1998.

It must however, be distinctly understood that in classifying the Company, the Reserve Bank of India does not take any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed.

Copies of all the above approvals are open for Public Inspection at the Registered Office of the Company.

DISCLAIMER CLAUSE

"IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. LEAD MERCHANT BANKER, FINANCIAL & MANAGEMENT SERVICES LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (DISCLOSURES AND INVESTOR PROTECTION) GUIDELINES IN FORCE FOR MAKING INVESTMENT IN THE PROPOSED ISSUE . IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT, WHILE THE ISSUER COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE LEAD MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MERCHANT BANKER FINANCIAL & MANAGEMENT SERVICES LIMITED HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED 28th March, 2001, IN ACCORDANCE WITH SEBI (MERCHANT BANKERS) REGULATIONS 1992 WHICH READS AS FOLLOWS :

1. We have examined various documents including those relating to litigation like commercial disputes, patent disputes, disputes with collaborators etc. And other materials in connection with the finalisation of the offer document pertaining to the said issue;
2. On the basis of such examination and the discussions with company, its directors and other officers, other agencies, independent verification of the statements concerning the objects of the issue, projected profitability, price justification and the contents of the documents mentioned in the annexure and other papers furnished by the company.

WE CONFIRM that :

1. the offer document forwarded to SEBI is in conformity with the documents, materials and paper relevant to the issue;
2. all the legal requirements connected with the said issue, as also the guidelines, instructions, etc. issued by SEBI, the Government and any other competent authority in this behalf have been duly complied with; and
3. the disclosures made in the offer document are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue.

iii.	We confirm that besides ourselves, all the intermediaries named in the prospectus are registered with SEBI and till date such registration is valid.

The filing of offer document does not, however, absolve the company from any liabilities under section 63 or 68 of the Companies Act, 1956 or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed issue. SEBI, further reserves the right to take up, at any point of time, with the lead merchant banker(s) any irregularities or lapses in offer document."

DISCLAIMER CLAUSE OF THE CALCUTTA STOCK EXCHANGE

The Calcutta Stock Exchange Association Ltd. has given their permission vide their letter dated ___________to Delton Consultants Limited to use their name in this Offer Document as the Stock Exchange on which DCL's securities are proposed to be listed. The Stock Exchange has scrutinised this Offer Document for their limited internal purpose of deciding on the matter of granting the aforesaid permission to DCL. The Exchanges do not in any matter -

1. warrant, certify or endorse the correctness or completeness of any of the contents of this Offer Document, or
2. warrant that DCL's securities will be listed or will continue to be listed on the respective Exchnages, or
3. take any responsibility for the financial or other soundness of DCL, its promoters, its management or any scheme or project of DCL.

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

 DISCLAIMER IN RESPECT OF JURISDICTION

This issue is made in India to persons resident in India and to Non - Resident Indians and overseas corporate bodies subject to necessary clearance from RBI. This Offer Document does not, however constitute an Issue to sell or an invitation to subscribe to shares issued hereby in any other jurisdiction to any person to whom it is unlawful to make an Issue or invitation to such jurisdiction. Any person into whose possession this Offer Document comes is required to inform himself about and to observe any such restrictions. Any disputes arising out of this Issue will be subject to the jurisdictions of appropriate Courts.

DISCLAIMER STATEMENT FROM THE ISSUER

The issuer accepts no responsibility for statements made otherwise than in the prospectus or in the advertisement or any other material issued by or at the instance of the issuer and that anyone placing reliance on any other source of information would be doing so at his own risk.

UNDERTAKING FROM PROMOTERS AND DIRECTORS

The Issuer accepts full responsibility for the accuracy of the information given in this Offer Document and confirms that to the best of their knowledge and belief, there are no other facts, the omission of which make any statement in this Offer Document misleading, and they further confirm that they made all reasonable inquiries to ascertain such facts. The Issuer further declares that, the Stock Exchanges to which an application for official quotation is proposed to be made do not take any responsibility for the financial soundness of this Offer or for the price at which the Equity Shares are offered or for the correctness of the statements made or opinions expressed in this Offer Document.

FILING

A copy of this Offer Document, along with the documents required to be filed under Section 60 of the Act, has been delivered for registration to the Registrar of Companies, West Bengal at Calcutta. A copy of the draft Offer Document has also been filed with the Calcutta office of SEBI.

A copy of the documents referred to elsewhere in the Offer Document has been kept open for public inspection at the Registered Office of the Company.

LISTING

Initial Listing Application have been made by DCL to the Stock Exchange at Calcutta for permission to list the equity shares and for an official quotation of the equity shares of DCL.

In case the permission to deal in and for official quotation of the equity shares is not granted by the above mentioned Stock Exchange, the Issuer shall forthwith repay without interest, all monies received from applicants in pursuance of this Offer Document and if such money is not repaid within 8 days after the day from which the Issuer is liable to repay it, the Issuer shall pay interest as prescribed under section 73(2) of the Act.

IMPERSONATION

Attention of the applicants is specially drawn to sub-section (1) of Section 68A of the Act, which is reproduced below :

"Any person who :-

1. makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or
2. otherwise induces a company to allot or register any transfer of shares therein to him, or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years".

MINIMUM SUBSCRIPTION

"If the Company does not receive minimum subscription of 100% of the issued amount on the date of closure of the issue, or if the subscription level falls below 100% 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, 1956."

UTILISATION OF ISSUE PROCEEDS

The sums received in respect of the public issue will be kept in a separate Bank account and DCL will not have access to such funds unless allotment of shares have been made in consultation with the Regional Stock Exchange and listing approval has been received from the Calcutta Stock Exchange where listing has been sought.

The Board of Directors of the Company certifies that -

1. all monies received out of this Issue to the public shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 73 of the Act.
2. details of all monies utilised out of the Public Issue referred to in sub-item (i) shall be disclosed under an appropriate separate head in the annual report of DCL indicating the purpose for which such monies had been utilised; and
3. details of all unutilised monies out of the Public Issue, if any, referred to in sub-item (i) shall be disclosed under an appropriate separate head in the annual Report of DCL indicating the form in which such unutilised monies have been invested.

ALLOTMENT LETTERS/REFUND ORDERS

Letter(s) of Allotment/Share Certificate(s) together with refund orders of value over Rs.1,500/-, if any, to allottees and Letter(s) of Regret together with refund orders of value over Rs.1,500/-to non-allottees will be despatched by registered post and refunds of value Rs.1,500/- and less will be despatched under certificate of posting at the applicant's sole risk within 10 weeks from the date of closure of the subscription list.

Adequate funds for the above purpose will be made available to the Registrar to the issue to ensure despatch of refund order, allotment letters and share certificates by Registered Post/Certificate of Posting.

The Company agrees that -

1. as far as possible allotment of securities offered to the public shall be made within 30 days of the closure of the public issue.
2. it shall pay interest @15% per annum if the allotment has not been made and the refund orders are not despatched to the investors within 30 days from the date of closure of the issue.

ISSUE SCHEDULE

THE SUBSCRIPTION LIST WILL OPEN AT THE COMMENCEMENT OF BANKING HOURS AND WILL CLOSE AT THE CLOSE OF BANKING HOURS ON THE DATES AS MENTIONED BELOW .

CREDIT RATING/TRUSTEES

This being an issue of Equity Shares, no credit rating or appointment of Trustees is required.

UNDERWRITING

Underwriting being optional, the Company does not propose to have the issue underwritten.

II. CAPITAL STRUCTURE OF THE COMPANY

NOTES :

1. The Authorised Share Capital of the Company has been increased from Rs.2.25 Crores divided into 22,50,000 equity shares of Rs.10/- each, to Rs.5.25 Crores divided in 52,50,000 Equity shares of Rs.10/- each through an amendment to the Memorandum and Articles of Association by a resolution passed at the Company's Extra-ordinary General Meeting held on 30th November, 2000.
2. Share Capital History -

The details of equity share capital allotted by Delton Consultants Limited is as under:

3. Promoter's contribution and lock-in

*These Equity shares will be locked in for a period of 3 years from the date of allotment in this issue or from the date of commencement of commercial operation, whichever is later.

**1 year from the date of allotment in the Public Issue.

4. Promoters contribution and lock-in, in respect of Promoters whose name figure in the Prospectus as promoters in the paragraph on "Promoters and their Backgrounds".

 5. The Promoters and their Associates hold 20,74,950 equity shares constituting 100% of the paid-up capital of the Company. After this public offer, the Promoters and their Associates will hold 37,50,000 equity shares constituting 75% of the post offer paid-up capital of the Company.

6. Names of Top Ten Shareholders :

1. Names of all the shareholders as on the date of filing of the Prospectus with the Registrar of Companies.

Sl. No.	Name		No. of Equity Shares
1.	Vindus Holdings Limited		2,05,000
2.	G.R. Industries & Finance Limited		2,05,000
3.	Cemin Consultants Pvt. Ltd.		2,05,000
4.	Exim Finance Ltd.		2,05,000
5.	Tanay Financial Services Pvt. Ltd.		2,05,000
6.	Arihant Holdings Ltd.		2,05,000
7.	Amidiva Holdings Pvt. Ltd.		2,00,000
8.	Shree Wardhman Textiles & Services Ltd.		2,00,000
9.	Mehrak Trading Pvt. Ltd.		2,00,000
10.	P.K.D. Securities Ltd.		2,00,000
TOTAL			20,30,000

2. Names of all the shareholders two years prior to the date of filing of the Prospectus with the Registrar of Companies.

Sl. No.	Name	No. of Equity shares
1.	Sukant Management Pvt. Ltd.	1,55,200
2.	Sikar Merchandise Pvt. Ltd.	1,35,900
3.	Bhomiya Vyapaar Pvt. Ltd.	1,00,000
4.	Avorik Vyapaar Pvt. Ltd.	84,100
5.	Vandeep Suppliers Pvt. Ltd.	82,200
6.	Delton Impex Pvt. Ltd.	77,800
7.	S.A. Mercantile Commercial Pvt. Ltd.	75,400
8.	Sambhawnath Merketing Pvt. Ltd.	75,000
9.	Ahimsa Mercandise Pvt. Ltd.	74,500
10.	Laxmi Exim Pvt. Ltd.	72,800
TOTAL		9,32,900

3. Names of all the shareholders 10 days prior to the date of filing of the Prospectus with the Registrar of Companies.

7. The aggregate shareholding of the Promoter Group and also the pre-issue and post issue share holding pattern of the Promoter and others is as under :

8.	The Promoters Group/ Directors have not purchased and or sold/financed any shares of the Company during the past six months. The Promoters, Directors and Lead Merchant Banker of the Issue have not entered into any buyback or "similar" arrangement for the securities being issued through this Offer Document.
9.	The equity shares held by the Promoters under the lock-in period, shall not be sold / hypothecated / transferred during the lock-in period commencing from the date of allotment of shares in this issue. However, the promoters group may pledge their equity shares with banks or financial institutions (FIs) as additional security for loans whenever availed of by them from banks or FIs. However, inter-se transfers of lock-in shares between the promoters, whose names are mentioned in the Offer Document will be permitted.
10	Bridge Loan : The Company has not raised any "bridge loans" against the proceeds of this issue.
11	Commitment of issue of shares in future : The shareholders of the Company do not hold any warrant option or convertible loan or any debentures which would entitle them to acquire further shares of the Company.
12	No single applicant can make an application for number of shares, which exceeds the shares offered under that category.
13	A minimum of 50% of the net Offer to the public will be made available for allotment in favour of those individual applicants who have applied for 1000 equity shares or less. The balance shares of the net offer to the public shall initially be made available for allotment / allocation to investors, including corporate bodies / Institutions and individual applicants who apply for more than 1000 shares. The percentage of the shares available for individual applicants who have applied for 1000 equity shares or less may be increased in consultation with the Regional Stock Exchange depending on the extent of response to the offer from investors in this category. The unsubscribed portion of the net offer to any one of the above two categories shall be added to the other category and allotment / subscription in that category. Any over-subscription in the reserved category will be added to the subscriptions for public issue/ offer for sale.
14	The subscription of the Promoters / Directors, their friends, relatives and associates for equity shares to be allotted under "D" above shall be brought in atleast one day before the opening of the Public Issue. The Company would furnish a certificate from their Auditor confirming the contribution to Securities & Exchange Board of India. The equity shares to be allotted under this category shall be for a minimum amount of Rs.25,000/- in case of individuals and Rs.1,00,000/- in the case of Corporate Bodies.
15	The Company has not revalued its assets since inception. The Company has not purchased any land, assets from the promoters and has not allotted any shares in consideration thereof.
16	In the event of over-subscription, the process of rounding off to the nearest multiple of 100 shares may result in the actual allocation being higher than the equity shares being offered. As such final allotment may therefore be increased by a maximum of 10% of the size of offering.
17	Total number of Shareholders of the Company as on 31.12.2000 is 13 (Thirteen).

3. TERMS OF THE PRESENT ISSUE

The equity shares now being issued are subject to the provisions of the Act, Memorandum and Articles of Association of the Company, terms of this Offer Document, the application form, the guidelines for listing of securities issued by the Stock Exchanges and Government of India and/or other statutory bodies and the guidelines for Disclosure and Investor Protection issued by the Securities & Exchange Board of India ("SEBI Guidelines") and the Depositories Act, 1996, to the extent applicable.

AUTHORITY FOR THE ISSUE

Pursuant to section 81(1A) of the Act, the present issue of equity shares has been authorised vide a special resolution passed at the Extra-ordinary General Meeting of Delton Consultants Limited held on 29th December,2000

FACE VALUE/ISSUE PRICE

Equity shares of face value of Rs.10/- each are being issued for cash at par.

TERMS OF PAYMENT

Applications should be for minimum of 200 equity shares and in multiples of 100 equity shares thereafter. The Issue price of Rs. 10/- per share will be appropriated in the following manner -

Where an applicant is allotted / allocated a lower number of equity shares than he/she has applied for, the excess amount paid on application shall be adjusted towards the amount due on allotment and the balance amount, if any will be refunded to the applicant. No interest will be payable on application money pending allotment up to 30 days from the date of closure of the Offer.

INTEREST IN CASE OF DELAY IN DESPATCH OF ALLOTMENT LETTERS/REFUND ORDERS

The Company agrees that as far as possible allotment of securities offered to the public shall be made within 30 days of the closure of public issue.

The Company further agrees that it shall pay interest @ 15% per annum if the allotment letters / refund orders have not been despatched to the applicants within 30 days from the date of closure of the issue.

 RANKING OF EQUITY SHARES

The equity shares to be issued shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari pasu with the existing shares of the Company save and expect that they shall rank for dividend, if any, which may be declared, pro-rata for the period from the date the new Equity shares are allotted.

RIGHTS OF THE MEMBERS

1. Right to receive dividend, if declared.
2. Right to attend general meetings and exercise voting rights, unless prohibited by law.
3. Right to vote either personally or by proxy.
4. Right to receive issue for rights shares and be allotted bonus shares.
5. Rights to receive surplus on liquidation.

NOMINATION FACILITY TO INVESTOR

As per the section 109A of the Companies Act, 1956 sole applicant / Joint Applicant may nominate, in the prescribed manner, a person with whom his shares in the Company shall vest in the event of his death.

INSTRUCTIONS FOR APPLICANT

1. Availability of Application Forms & Offer Document:

Application forms together with Memorandum containing salient features of the Offer Document may be obtained from Registered office of the Company, Lead Manager, Brokers to the Issue, Registrar to the Issue, and Bankers to the Issue named herein or from their branches as stated on the reverse of the application form. Any individual desiring to have a full copy of the Offer Document may write to the Lead Manager or to the Registered Office of the Company.

Quoting of PAN/GIR No.

Where an application is for more than 5000 shares i.e. the total number of securities applied multiplied by the Issue price is Rs.50,000/- and more, the applicant or in the case of application in joint names, each of the applicants, should mention his/her permanent account number (PAN) allotted under Income Tax circle/Ward/District should be mentioned. In case where neither PAN nor GIR No. have been allotted, the fact of non-allotment should be mentioned in the application form. Application without this information will be considered incomplete and are liable to be rejected.

Who can apply:

Applications may be made by –

1. Indian nationals resident in India who are majors, in single or joint names (not more than three);
2. Hindu Undivided Families in the individual name of the Karta;
3. Companies, Corporate Bodies and /societies registered under the applicable law in India and authorised to invest in the shares;
4. Indian Mutual Funds registered with SEBI, Indian Financial Institutions, Commercial Banks and Regional Rural Banks, Co-operative Banks may also apply subject to permission from RBI;
5. Trusts registered under Societies Registration Act, 1860, or any other Trust law and are authorised under their constitution to hold and invest in shares;
6. Permanent and regular employees of DCL and its subsidiaries;
7. Non Resident Indians , Overseas Corporate Bodies (OCBs), non-resident individuals of Indian origin / nationality on a Non-repatriable basis only.

Applications in the name of minors, foreign nationals, Trusts not registered under the Societies Registration Act, 1860 or any other Trust Laws, partnership firms or their nominees will be treated as invalid.

3. Procedure for Application

Application must be:

1. Made only in the prescribed application form accompanying the memorandum containing the salient features of the offer document.
2. Completed in full in BLOCK LETTERS in English except signatures, in accordance with the instructions contained herein and in the application form. Applications not so made are liable to be rejected.
3. For a minimum of 200 equity shares and in multiples of 100 thereafter.
4. In single names or joint names (not more than three).
5. Applicants residing at places where no collection centres have been opened may submit/mail their applications at their sole risk along with application money due thereon by Demand draft to the Registrar to the Offer, Maheshwari Datamatics Pvt. Ltd., 6, Mangoe Lane, 2^nd Floor, Calcutta 700 001, super-scribing the envelope "Delton Consultants Limited.- Public Issue" so as to reach the Registrar on or before the closure of the subscription List. Such demand drafts should be payable at Calcutta only. The charges, if any, for purchase of the demand drafts will have to be borne by the applicant.
6. Application by Mutual Funds / Indian Financial Institutions / Banks / Investment Institutions: A separate application can 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 the applications made by the AMCs / Trustees / the Custodians clearly indicate their intention as to each Scheme concerned for which application has been made.
7. Applications by NRIs /OCBs may be made only on non-repatriable basis. All cheques/bank drafts accompanying the application should be crossed "A/c payee only" and should be drawn in favour of "Name of Bank – A/c Delton Consultants Limited – NRI". The same will be treated at par with applications made by members of the resident Indian public, subject to relevant regulations.
8. Applicants should indicate the application numbers on the reverse of the instrument through which the payment is made.

For further instructions please read the Application Form carefully.

 INSTRUCTIONS FOR PAYMENT:

Payments should be made in cash or cheque or demand draft or Stockinvest drawn on any Bank (including a Co-operative Bank) which is situated at and is a member or a sub-member of the Bankers' "Clearing House" located at the Centres (indicated in the Application Form) where the Application is accepted. A separate cheque/demand draft/Stock-invest should accompany each Application.

Money orders, postal orders, outstation cheques or demand drafts, cheques/drafts drawn on banks not participating in the "clearing house" will not be accepted and applications accompanied with such instruments will be rejected.

All cheques or demand drafts accompanying the application must be crossed "A/c Payee Only" and made payable to "Name of Bank – A/c Delton Consultants Limited. - Public Offer ". You are requested to mention the Application Form Number on the reverse of the cheque/Draft/Stock-invest. No separate receipts will be issued for the application money. However, the Bankers to the Offer receiving the Application Form will acknowledge receipt of the application by stamping and returning to the applicant the Acknowledgment Slip at the bottom of each Application Form. For further instructions, please read the Application Form carefully.

In case payment is effected in contravention of the conditions mentioned herein, the application money will be refunded and no interest will be paid thereon.

APPLICATION(S) WILL NOT BE ACCEPTED BY THE LEAD MANAGERS, ADVISORS OR REGISTRAR TO THE OFFER

APPLICATION BY WAY OF STOCK INVEST:

The applicant being an individual or Mutual Fund only has the option to use Stock-invest for applying for equity shares now offered in terms of this Offer Document. Stock-invest can be obtained from any Bank issuing such instrument in various denominations by making the necessary applications and depositing the amounts with the respective banks. The applicant using the Stock-invest should submit the application form to any of the Bankers to the Offer before closing of the subscription list along with the Stock-invest after filling in the appropriate amount. The stockinvest should be made payable in favour of "Delton Consultants Limited".

The applicant may approach the issuing bank for Offer of Stock-invest of required denomination(s) for payment of application money.

1. The prospective investor, at the time of request for Offer of Stock-invest to the issuing bank may have to:

1. indicate that he agrees to abide by the terms of Offer and encashment of the Stock-invest.
2. give irrevocable authority to his bank to mark a lien for the value of the Stock-invest against the balance held in his savings / current /other deposit account.
3. agree that the issuing bank will not be liable for any damages or consequences arising out of the loss of these instruments.  

1. A valid instrument is presented by the Controlling Branch of the Collecting Bank,
2. The cancelled stock-invest is surrendered by the applicant, or applicant has not received the advice of allotment.
3. On execution of an indemnity bond in favour of the bank after the expiry of the validity period (i.e. 4 months) of the stockinvest.

3.	The Stock-invest should bear "Account Payee" and "Non - Negotiable" crossing and will be payable only to the account of the Issuer Company, i.e." Delton Consultants Limited. - Public Issue ". Stock invest should be utilised by the purchaser(s) and the purchaser's name/name of one of the purchasers should be invariably indicated as the first applicant in the composite application form. Thus if the signature of the purchaser on the Stock-invest and the signature of the first applicant on the application form does not tally, the application would be treated as having been accompanied by a third party Stock-invest and is liable for rejection.
4.	Stockinvests are to be used by the purchaser(s) within 10 days of its issue and for this purpose the last day for use of the stockinvest for submitting application to the Bankers to the Offer should be indicated on the face of the Stock invest with a notation "To be used before. …..."
5.	The Stock-invest will be issued to the applicant in blank format after authentication of the date of Offer by the designated branch. The Stock-invest duly completed should be submitted along with the APPLICATION FORM to the Bankers to the Offer.
6.	No refund will be made to those applicants using Stock-invest for payment of application money .
7.	In case of non-allotment of Equity Shares, the cancelled Stock-invest instrument will be returned to the applicant, who will have to approach the issuing bank branch for lifting of lien.

 Applications with Stock-invest not fulfilling the above criteria are liable to be rejected. The service charges, if any, for procuring the stockinvest shall be borne by the applicant.

The applicant may approach the banks concerned for obtaining Stock-invest and detailed instructions for the same. The applicant using Stock-invest should submit the Application Form along with the instrument to any of the Bankers to the Offer or their Branches mentioned in the Application Form. The Stock-invest instruments are payable at par at all the branches of the issuing bank and as such outstation Stock-invest instruments can also be attached to the Application Form, if the issuing Bank has a branch at the place of submitting the application.

The applicant has to fill in the following particulars:

1. Title of the account i.e." Delton Consultants Limited - Public Issue ";
2. The number of equity shares applied for;
3. The amount payable on the equity shares applied for; and
4. The name and address where the Stock-invest should be returned in case of non-allotment.
5. The application number on the reverse of the instrument.

The instrument should thereafter be signed by the applicant. Service charges, if any, for issuing Stock-invest must be borne by the applicant.

The applicant should not fill in the portion to be filled up by the Registrar to the Issue (right hand portion of the instrument). The Registrar to the Issue will fill up the right hand portion of the Stock-invest indicating the equity shares allotted to the applicant and also the amount calculated as follows:

1. In case of full allotment, the number of equity shares and the amount on the right hand side will be the same as the left-hand side of the instrument.
2. In case of partial allotment, the number and the amount after adjusting allotment money, if any, payable in respect of equity shares so allotted, filled up by the Registrar (on the right hand side of the instrument) will be less than or equal to the number and the amount filled up by the applicant.(on the left hand side of the instrument)
3. In case the allotment is nil, the number and the amount filled up by the Registrar on the right side of the instrument will be nil.

The above information is given for the benefit of investors and the Company is not liable for any modification of terms of Stock-invest or procedure thereof by issuing Banks. Inquiries relating to Stock-invest may be addressed only to the Registrar to the Offer and not to the issuing bank.

The Registrar to the Offer has been authorized by the Company, vide a Board Resolution passed on 30th November,2000 to sign on behalf of the Company for realising the proceeds of the Stock-invest of the successful allottees from the issuing bank or to affix non-allotment advice on the instrument or to cancel the Stock-invest of the non-allottees or partly successful allottees who have enclosed more than one stock-invest. The cancelled instrument shall be sent back by the Registrar to the investors directly.

Only mutual funds and individuals are entitled to use stock-invest. There is a ceiling of Rs.50,000/- per individual per stock-invest for individual applicants. This ceiling is not applicable for mutual funds.

 DISPOSAL OF APPLICATION MADE BY STOCK-INVEST:

The procedure for disposal of applications made by cash/cheque/demand draft will apply mutatis mutandis to Stock-invest except the following:

1. In case of non-allotment, stock-invest will be cancelled by the registrar to the Offer and returned to the applicant.
2. In case of allotment / partial allotment, the Registrar to the Offer shall fill in the amount in the stock-invest which would be less than or equal to the amount filled by the investor and present the stock-invest duly discharged on behalf of the Company for collection.
3. In case the cancelled stock-invest is not received by the investor from the Registrar, lien will be lifted by the issuing branch on expiry of four months from the date of Offer against an indemnity bond from the applicant.
4. Inquiries relating to stock-invest may be addressed to the Registrar and not to the issuing bank.
5. Multiple applications under a Stockinvest are liable to be rejected as each application is required to be accompanied by a separate instrument.

DESPATCH OF REFUND ORDERS

The Company shall ensure despatch of refund orders of value over Rs.1500/- and share / debenture certificates by Registered Post only and adequate funds for the purpose shall be made available to the Registrars by the Issuer Company.

UNDERTAKING BY THE ISSUER COMPANY

Delton Consultants Limited undertakes that :

1. the complaints received in respect of the Issue shall be attended to by the issuer company expeditiously and satisfactorily;
2. the issuer company shall take necessary steps for the purpose of getting the securities listed in the concerned stock exchange within the specified time;
3. that the issuer company shall apply in advance for the listing of equities on the conversion of Debentures / Bonds;
4. the funds required for despatch of refund orders / allotment letters / certificates by registered post shall be made available to the Registrar to the Issue by the issuer company;
5. the promoters' contribution in full, wherever required, shall be bought in advance before the Issue opens for public subscription and the balance, if any, shall be brought in pro rata basis before the calls are made on public;
6. the certificates of the securities / refund orders to the non-resident Indians shall be despatched within specified time;
7. no further issue of securities shall be made till the securities offered through this offer document are listed or till the application moneys are refunded on account of non-listing, under subscription, etc.
8. necessary co-operation with the credit rating agency(ies) shall be extended in providing true and adequate information till the debt obligations in respect of the instrument are outstanding.

GENERAL INSTRUCTIONS

1. Joint Applications

Applications may be made in single or joint names (not more than three). In case of joint applications, refund or pay orders, if any, and dividend warrants will be made out in favour of the first applicant. All communications will be addressed to the applicant whose name appears first and will be despatched to the first applicant's address stated in the application form.

2. Multiple Applications

An applicant should submit only one application (and not more than one) for the total number of equity shares required. Application may be made in single 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 reserves the right to reject in its absolute discretion all or any such multiple applications.

Separate applications for electronic and physical equity shares by the same applicant shall be considered as multiple applications and will be rejected.

In case of application by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and that such applications will not be treated as multiple applications provided that the applications made by the Asset Management Company / Trustees / Custodian clearly indicate their intention as to the scheme for which the application has been made.

3. Applications under Power of Attorney

In case of applications under a Power of Attorney or by Limited Companies or Corporate Bodies, the relevant Power of Attorney or the relevant resolution or authority as the case may be, together with a duly certified copy thereof and a certified copy of the Memorandum and Articles of Association and/or bye laws, where applicable, must be despatched by registered post with acknowledgement due separately to the Registrar to the this Issue so as to reach them at their Calcutta address not later than ten days from the closure of the issue, simultaneously with the submission of the application form mentioning the Serial No. of the application form and the name of the bank branch where the application has been submitted failing which the Issuer reserves full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereof.

4. Disposal of Application Form and Application Money

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

The sum received in respect of the issue will be kept in separate bank accounts and the Company will not have any access to the funds unless approval of the Regional Stock Exchange i.e., the Calcutta Stock Exchange, is obtained for the basis of allotment and listing approval from all the Stock Exchanges where listing is proposed.

The Company reserves the full unqualified and absolute right to accept or reject any application in whole or part and in either case without assigning any reasons thereof.

5. Bank Details of the Applicant

Applicants are advised that it is mandatory for them to indicate in the space provided in the application form, details regarding their savings bank / current account numbers and the name of the branch of the Bank to which they want the proceeds of refund to be credited. Applications not containing such details are liable to be rejected.

6. The applicants should write the application number and the name of the sole/first applicant on the reverse of the cheque/demand draft/stockinvest.
7. All communications should be addressed to the Registrar to the Issue.

DEPOSITORY OPTION TO INVESTORS

1. A tripartite agreement has been signed between Delton Consultants Limited, Maheshwari Datamatics Pvt. Ltd. and NSDL for issuing the depository option to the investors. The Company has initiated steps to have a similar arrangement with CDSL and undertakes to have the same in place before finalisation of allotment.

2. DCL proposes to pay the one-time charges to NSDL / CSDL.
3. The investor has an option to seek allotment of equity shares in electronic and / or physical mode.
4. The Applicant shall indicate the number of equity shares applied for in demat or physical forms in the space provided in the Application Form. In case or partial allotment, allotment will be made in the demat option for the shares sought in demat mode and balance, if any, in the physical form.
5. Such an option if exercised should be indicated in the relevant blocks in the share application form itself.
6. Separate applications for electronic and physical equity shares by the same applicant shall be considered to be multiple applications and are liable to be rejected.
7. Investors who wish to apply for equity shares in electronic form need to have at least one Beneficiary Account with a Depository Participant prior to the allotment.
8. Allotment Advice/ Refund Orders will be directly sent to the investors by the Registrars.
9. If incomplete/incorrect investor depository account details are given in the Application form , physical equity shares will be allotted to the investor.
10. Responsibility for correctness of applicant's demographic details given in the Share Application Form vis-à-vis those with his/her Depository Participant, would rest with the investor.
11. Shares in electronic form can be traded only on Stock Exchanges having electronic connectivity with the NSDL / CSDL.

The investors will have an option of receiving their allotment in dematerialised form. If they choose to receive the shares in physical, then the cost of dematerialisation will have to be borne by them.

 UTILISATION OF ISSUE PROCEEDS

The Board of Directors of the Company certifies that:-

1. all monies received out of issue of shares to public shall be transferred to separate bank account other than the bank account referred to in sub-section(3)of section 73;
2. details of all monies utilised out of the issue referred to in sub-section (i) shall be disclosed under an appropriate separate head in the balance-sheet of the Company indicating the purpose for which such monies had been utilised; and
3. details of all unutilised monies out of the issue of shares, 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 unlisted monies have been invested.

CORPORATE GOVERNANCE

"The SEBI guidelines in respect of Corporate Governance shall be applicable to the Company immediately upon listing of its shares on various stock exchanges. The company undertakes that it shall take necessary steps to comply with all the requirements of the guidelines on Corporate Governance as would be applicable to it upon listing of its shares. In this regard, the Company is taking further steps to further broad base its Board of Directors and also set up the necessary Committees as per the requirement of the revised guidelines."

TAX BENEFITS AVAILABLE

The Company has been advised by their Auditors namely M/s Bijan Ghosh & Associates, Chartered Accountant, vide their letter dated 26.02.2001, that under the current provisions of the Income Tax Act, 1961 and the existing laws for the time being in force, the following benefits, inter-alia, will be available to the Company and the members of the Company are as follows :

1. Benefits to the Company

Income Tax

1. Income by way of dividends referred to in Section 115-O of the Income Tax Act, 1961 received from another domestic Company will not be chargeable to Tax in the hands of the Company.

2. Benefits to the Shareholders

Income Tax

1. Under Section 10 (33) of the Income Tax Act, 1961 dividends paid by the Company will be exempt from tax in the hands of the shareholders.
2. In accordance with and subject to the conditions and to the extent specified in Section 54EA of the Act, the shareholders would be entitled to exemption from long-term capital gains on sale of the shares in the Company.
3. In accordance with and subject to the conditions and to the extent specified in section 54EB of the Act, the shareholders would be entitled to exemption from long-term capital gains on the sale of their shares in the company.
4. In case of a shareholder, being an individual or Hindu Undivided Family, in accordance with and subject to the conditions and to the extent specified in section 54F of the Act, the shareholders would be entitled to long term capital gains on the sale of their shares in the company.
5. Under Section 112 of the Income tax Act, 1961 capital gains arising on the transfer of shares of the company being listed in any recognised Stock Exchange in India and held for a period of at least 12 months (long term capital gains), shall be taxed at the option of the shareholders @ 20% of capital gains (computed with indexation benefits) or 10% of capital gains (computed without indexation benefits) and be further increased by surcharge as applicable.

Wealth Tax

f. Total exemption from Wealth Tax would be available on investment in shares of the Company.

Gift Tax

g..	Effective from October 1, 1998, no gift tax shall be levied on gift of shares of the company

 IV. PARTICULARS OF THE ISSUE

A. OBJECTS OF THE ISSUE

The Present issue of equity shares is being made -

1. To consolidate its capital base and further augment its long term resources to meet the needs of proposed business by infusion of funds in the form of Equity Capital.
2. To meet the expenses of the Public Issue.
3. To get the shares of the Company listed on the Stock Exchange.

2. COST OF PROJECT AND MEANS OF FINANCE

COST OF PROJECT

Any increase in cost of project & domestic working capital requirement will be funded by the Internal accruals.

BUY BACK / STANDBY ARRANGEMENTS

No buy back or standby or similar arrangements have been made for the purchase of securities by promoters, Directors and Lead Manager to the Issue.

V. COMPANY, MANAGEMENT & PROJECT

HISTORY & BUSINESS OF DELTON CONSULTANTS LIMITED

Incorporated as a Private Limited Company on 17th Day of March, 1992 as Delton Consultants Private Limited under the Companies Act, 1956. The company became a Public Limited Company by passing a special resolution on 4th September, 2000 in terms of Section 44 of the Companies Act, 1956 and received fresh certificate of incorporation on 24th October, 2000.

Present business of the Company

The Company is presently engaged in the business of investments, trading in shares and securities, Corporate Financing by way of loans/deposits, and corporate advisory & consultancy services. The Company proposes to expand its present business activities like securities trading, inter corporate deposits, etc.

Investment in shares and securities :

The company is currently trading in securities, with an income of Rs.12,15,587.50 against an investment of Rs. 80,10,454.00 for the period ended 31.12.2000.

 Corporate Financing :

The Company is also engaged in providing inter-corporate loans and deposits with an income of Rs. 27, 843.56 against disbursement of Rs. 5, 70, 986.00 for the period ended 31.12.2000.

FINANCIAL HIGHLIGHTS OF DELTON CONSULTANTS LIMITED

The audited financial performance of the Company for the past four years and for the period ended 31st December, 2000 are as under :-

SIGNIFICANT ACCOUNTING POLICIES as on 31.12.2000.

1. Accounting Convention :-

The financial statements have been prepared based on historical cost and in accordance with accepted accounting principles & practices with revenues considered and expenses accounted for wherever possible on their accrual including provisions/ adjustments for committed obligations.

2. Fixed Assets & Depreciation :-

Fixed Assets are recorded at historical cost inclusive of expenditure upto the date of installation or put into use. Depreciation on fixed assets has been charged in this account on written down value method at the rates under Schedule XIV of the Companies Act, 1956.

 3. Investments :-

Investments are valued at cost.

4. Inventory :-

Stock in trade is valued at cost or net realisable value, whichever is less.

5. Sales :-

Sale of goods is recognised at the point of despatch to the customer.

NOTES ON ACCOUNTS AS AT 31.12.2000.

1. Preliminary Expenses have been amortised and to be written off in 10 years.
2. Expenditure in foreign currency during the year - Nil

Earnings in foreign exchange during the year - Nil

C.I.F. Value of Imports during the year - Nil.

3. The Company has got the Certificate of Registration for NBFC from RBI which is effective from 26th February, 1998 on an application made under Section 45-IA of the Reserve Bank Of India Act, 1934.
4. The Company has not accepted any public deposit during the year under review.
5. The Company has complied with the prudential norms relating to income recognition, accounting standard, asset classification and provision for bad and doubtful debts in terms of notification dated 2^nd January, 1998 of Reserve Bank of India for NBFC.
6. No provision has been made for dimunition in the market value of Investment.
7. No employee is in receipt of remuneration aggregating to Rs.6,00,000/- or more per annum for employment through out the year or Rs.50,000/- per month for part of the year.
8. Previous year's figures have been re-ground and/or re-arranged wherever necessary.

MAIN OBJECT OF THE COMPANY

To carry on business as consultants and/or render services on matters and problems relating to the industries, administration, management, organisation, accountancy, taxation, costing, financial, shares and secretarial marketing, import, export, commercial and economic activities, labour, statistical, organisation, methods, quality control and data processing, technical "know-how", operation, manufacture, production, storage, distribution, sale and purchase of goods, property and other activities of and in relation to any business, trade, commerce, industry, mine, agriculture housing or real estate and upon the means, methods and procedure for the establishment, construction, development, improvement and expansion of trade ,business, commerce , industry, agriculture, buildings, real estates, plant or machinery and all systems, methods, techniques, principles in relation to the foregoing, and to carry on business of rendering services on any one or more of aforesaid matters to any persons, firm, company trust ,association, institution, society, body corporate, government, government departments, public or local authority or any organisation whatsoever, to act as intermediaries in the introduction of collaborators, sellers, purchasers, partners, tenants, agents, consumers and employees and to act as consultants, advisers, managers, registrars and transfer agents for shares, debentures, bonds, fixed deposits and other securities.

To carry on business of advisors, consultants on matters and problems relating to Income Tax, Sales Tax, Excise, Customs, Company Law, Legal Matters, Computers, Computer Centre, accounts and to act as registrar to the company, manager to new issue, transfer agent of the Company, management consultant and agent of the Company, in respect with sales, purchases, and any other matter.

The "main objects" clause of the Memorandum of Association of the Company enables the Company to undertake the activities for which funds are being raised.

The Company has also passed a Special Resolution pursuant to Section 149(2A) of the Companies Act, 1956 authorising the Board of Directors to undertake the following business :-

To borrow, raise, secure the payment of money, to receive on deposits with or without interest for the purpose of company's business in such manner and on such terms and with such rights, powers, privileges and conditions as the Company may think fit by promissory notes by taking credits or opening credit accounts with any person or persons, firm or firms, banks, companies or financial institutions and with or without security or by such other means as the Directors may in their absolute discretion deem expedient, and to lend and advance money with or without security to such persons, firms or companies upon such terms and subject to such conditions as may seem expedient and particularly to carry on the business as financiers and investors and to acquire by purchase or otherwise, buy, underwrite, subscribe for tender, exchange, hold, sell, transfer, hypothecate, deal in dispose off any shares, bonds, stocks, obligations, securities, debentures, debenture stocks, properties, certificates issued or guaranteed by any company constituted or carrying on business in India or elsewhere, any Government, state, central or dominions, state commissioners, port trust, public body or other authority supreme , municipal, local or otherwise whether in India or elsewhere, provided that the Company shall not carry on the business of banking as defined in the Banking Companies Act.

SUBSIDIARY COMPANY

The Company does not presently have any subsidiaries.

PROMOTERS & THEIR BACKGROUND

DCL had been originally promoted by Shri Ratan Kumar Agarwal and Shri Jitesh Vyas, but the management was taken over by Shri Anirban Dutta and Smt Seema Gupta on 01.03.2000. Smt. Ambika Barua took over the management with effect from 7.08.2000 and is the present promoter of the Company.

AFFILIATES / ASSOCIATES OF THE PROMOTERS:

There are no other venture / Companies / Firms in which the Directors / Promoters of the Company are associated.

KEY MANAGERIAL PERSONNEL

The current employee strength of the Company is :-

These key managerial personnel are holding their post pursuant to and as per the terms and conditions of the contracts and / or letters of appointment entered between them and DCL.

The Company is yet to appoint a Company Secretary and the same shall be appointed before the Prospectus is filed with the Registrar of Companies.

The company plans to strengthen its manpower with the gradual increase in business.

CHANGES IN KEY MANAGERIAL PERSONNEL

There have been no material changes (otherwise than by way of retirement) in the key management personnel in the last 3 years.

MANAGEMENT & MANAGERIAL COMPETENCE

The day to day affairs of the Company are managed by Shri S. Dhar, Senoir Manager Finance, under the guidance and supervision of the Board. The management is assisted by a team of qualified and experienced personnel with proven track record in the finance industry.

Profile of Other Directors :

Shri Ghanshyam Sharma : B.Com, has about seven years of experience in the field of accounts, audit, taxation, etc. Having being associated with M/s Exim Finance Limited and M/s Tanay Financial Services Private Limited, as Directors, he has obtained a lot of exposure in the field of accounts and taxation. Being associated with the finance industry for a long time he has also gained knowledge about the capital market operations.

Shri Rajiv Gupta : B.Com, CA, has about five years of experience in audit, accounts and taxation. Having been associated with the finance industry for almost five years, he has also gained knowledge about the capital market operations.

The Directors do not hold directorship in any Company other than that as mentioned against their respective names. There is no litigation, disputes pending against the directors. No proceedings for economic offences have been initiated against them.

THE PROJECT

In view of the on-going liberalisation policy as persuaded by the Government of India, there would be substantial increase in the economic activities which in turn will need the specialised and focussed organisations to meet the growing needs of the economy. The additional resources proposed to be raised by the Company would help to concentrate on the following activities :-

 i) SECURITIES TRADING AND INVESTMENTS

The Company follows a conservative and prudent policy while making investment decisions. Each investment proposal is analysed and deliberated by a committee of senior executives and investment decisions are taken after critical analysis of the pros and cons of the investment keeping in mind the exposure of the Company to the particular industry and other relevant factors.

In the Primary Market, the Company will be subscribing to the public issue of fundamentally sound companies after duly considering their track records, project opportunities, risks involved, quantum of investment made in the particular industry and other relevant factors. The Company is exposed to normal risk associated with investing in shares and other securities i.e. the risk of substantial depreciation in the value of the investments held by the Company considering the volatility of the Stock Markets.

In the Secondary Market, the Company proposes to invest in more liquid stocks and in the shares and debentures of the financially strong companies.

With the introduction of proportionate allotment in primary issues, the scope of making investment in the primary market has increased manifold. The recent reforms in the secondary market and good performance shown by the industrial sector has increased the scope of investment in both primary and secondary market.

ii) INTER CORPORATE DEPOSITS:-

ICDs are a good avenue to park surplus funds of the Company with another Company by way of short term loan ranging from 3 to 6 months. ICDs happen to be an important source of finance for corporate houses particularly in the present scenario where numerous restrictions have been imposed on other alternative means of finance. DCL too, on the basis of its funds requirements intends to park funds by way of ICDs to reputed corporate houses after carefully scrutinising the future prospects of the Company and its liquidity and solvency position. The company faces the risk of untimely repayment and consequently it may also resort to similar modes of financing to meet its shortfall.

iii) CORPORATE ADVISORY & CONSULTANCY SERVICES:-

This is an existing activity of the Company. The advisory services include advising the closely held companies on matters of going public, Company formation, formulation of business goals, corporate restructuring, financial restructuring, loan syndication, Project monitoring and implementation, advise on company laws, taxation laws and other economic laws, financial assistance and other management areas.

LOCATION / INFRASTRUCTURAL FACILITIES

The Company has adequate infrastructural facilities to cater to the needs of its customers. Presently, the registered office of the Company is situated at P-4, C I T Road, Scheme 52, Kolkata 700 014 which has been given free of rent by Shri Sujoy Bagchi. The total area of the office space is about 600 sq. feet. NOC for the use of the office premises has been obtained from Shri Sujoy Bagchi. The Corporate office of the Company is located at 75C, Park Street, Kolkata- 700 016 measuring about 550 sq. ft. NOC for the use of the office premises has been obtained from M/s Vamona Holdings Pvt. Ltd.

HARDWARE :

The Company has two stand alone PCs of specification Pentium III 550 Mhz, 64 M.B.SD RAM, 10.2 GB Harddisk, 1Dot Matrix Printer and Two Inkjet Printers. The Company plans to purchase another PC to meet the growing requirement of business.

Communication Equipment :

The Company presently has one phone line at its Registered office, four telephone lines and a fax at the corporate office. NOC for the use of the phone lines and fax lines has been obtained.

The Company plans to strengthen its infrastructure facilities gradually to meet the growing requirement of business volumes.

ISSUE EXPENSES

It is estimated that the Company will have to incur expenses for the public issue & listing of its shares amounting to Rs.10.25 lacs. The details of the Public Issue Expenses are as follows: -

Raw Materials

The Company operates in the financial services sector and as such does not require any raw materials.

UTILITIES

1. Power

2. Water

3. Effluent Disposal

4. Human Resources

DEPLOYMENT OF FUNDS

SOURCES OF FUNDS

DETAILS OF BRIDGE LOAN

The Company has not raised any Bridge Loans against the proceeds of this issue.

INDUSTRY SCENARIO

The economic scenario has been undergoing far reaching changes in the past few years. Liberation of the economy has brought about tremendous economic and industrial growth. The latest changes in the economic, industrial, commercial, fiscal and financial sectors have removed the government controls and placed emphasis on market forces. Besides, tremendous growth in the industry and trade, the new policy has opened up areas hitherto not available to business earlier. In the process of liberalisation, the Government has introduced a variety of fiscal and monetary reforms which have virtually opened up the floodgates of the Capital Market.

These sweeping reforms made in the Indian economy has ushered in the policy of liberation providing the much needed impetus for growth. Opening up the Indian economy to private entrepreneurs with full exchange convertibility, debottlenecking of systems, better tax structure, rationalising customs and central excise tariffs besides the large scale capital market reforms have contributed to a conducive environment for industrial growth in the country. In view of the multitude of enactments, rules and regulations, guidelines and press releases brought out by the government from time to time, importing statutory obligations upon the corporate sector to comply with all these requirements prescribed therein, a need has arisen for the skilled intermediary which can provide counselling to both the giver and the receiver of the funds. This has naturally increased the demand for innovative financial services and finance companies with sound resource base and high level of expertise.

Under these circumstances, the corporate sector had to resort to the only alternative available to them which is to access funds from the capital market directly. The need for intermediaries has been felt in the wake of huge public savings lying untapped in our country. Financial intermediaries can play a vital role in mobilising the funds of savers and channelise them to productive areas where returns are assured. With the growth of industrial activity in the country, the corporate sector is expected to increasingly raise funds from the capital market thereby reinforcing the need of a vigorous role to be played by financial intermediaries.

Keeping in view the small size of the Company, and lesser number of decision making stages as compared to large and medium size finance companies, banks and financial institutions, the Company will be able to provide personalised services and will be able to withstand the competition and carve out a niche for itself.

• The Small size of the Company as compared to other big players in the market would enable it to provide personalised services and will be able to withstand the competition and carve out a niche for itself.

• Considerable portion of the funds is deployed for speculative purposes.
• The Company is a small player in the Industry and faces risk of takeover and amalgamation.

• The secondary market reforms and good performance shown by the industrial sectors has increased the scope of investment in primary and secondary market.

• The Company faces the threat of policy changes by the regulatory authorities in the primary and secondary market.
• Risk of substantial depreciation in the value of investments held by the Company considering the volatility of the stock markets.

STOCK MARKET DATA

As the shares of the Company are yet to be listed on any Stock Exchange, no quotation for the market price of its shares is available.

MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF THE OPERATIONS :

1. Comparative study of the significant items of the income and expenditure for the last three years are as follows :

The company operates in loans, investment and share trading segment of capital market. This being fund based activities, the profitability depends on opportunity in the market.

There was a decline in the total income of the Company in the FY 1997-98 as compared to the previous year, due to the depressed condition in the capital market. The purchase and sale of shares was also restricted due to the sluggish market conditions.

In the FY 1998-99 there was a decrease in the total income of the company as compared to the previous year, due to the down trend in capital market. But there was a nominal profit margin of the company due to decrease in expenditure.

In the FY 1999-2000 there was a decrease in total income as compared to the previous year, but the company had a profit due to decrease in expenditure.

2. Unusual or infrequent events or transactions :

There have been no unusual or infrequent transactions in the Company.

3. Significant economic changes that materially affect or are likely to affect income from continuing operations :

There are no significant economic changes that materially affected or (are likely to affect) income from continuing operations.

4. Known trends or uncertainties that have had or are expected to have a material impact on sales, revenue or income from continuing operations :

There are no known trends or uncertainties that have had or are expected to have a material adverse impact on income from continuing operations.

5. Future changes in relationship between costs and revenues, in case events such as labour or material costs or prices that will cause a material change are known:

The Company does not envisage any major changes in relationship between the costs and revenues for the activities undertaken by the company.

6. The extent to which material increase on net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices :

There is no known trends or uncertainties that have a material, adverse impact on revenue or income from continuing operations.

7. Total turnover of each major industry segment in which the Company operates :

The industry segment in which the company operates is Finance-General, where the approximate total turnover of the industry is Rs.1009.10 Crores (Source : Dalal Street Journal, Volume XVI, No. 4 dated 25th February, 2001)

8. Status of any publicly announced new products or new segments :

There are no publicly announced new products or new segments.

9. The extent to which business is seasonal :

The Business of the Company is not seasonal in nature.

10. Any significant dependence on a single or few suppliers or customers :

The Company operates in the financial sector and hence does not depend on a single or few suppliers or customers.

11. Competitive Conditions :

COMPANIES UNDER THE SAME MANAGEMENT UNDER SECTION 370(1B) OF THE COMPANIES ACT, 1956.

Companies which are Group Companies pursuant to Section 370 (1B) of the Companies Act, 1956 :

PARTICULARS OF ISSUES MADE BY COMPANIES UNDER THE SAME MANAGEMENT IN THE LAST THREE YEARS

There have been no issues made by companies under the same management in the last three years.

BASIS FOR ISSUE PRICE

QUALITATIVE FACTORS

• The Small size of the Company as compared to other big players in the market would enable it to provide personalised services and will be able to withstand the competition and carve out a niche for itself.
• The secondary market reforms and good performance shown by the industrial sectors has increased the scope of investment in primary and secondary market.

QUANTITATIVE FACTORS

Basis for Offer price

1. Earnings per share (EPS)

EPS represents basic earnings per share : EPS = PAT for the year divided by the number of equity share at the end of the fiscal year.

2. Price/earning ratio (P/E ratio) in relation to issue price

a) Based on EPS for the year ended 31^st March, 2000 Rs. 1000.00

b) Industry P/E

(Source : Dalal Street Journal, Vol. XVI, No. 4, dated 25th February, 2001)

3. Average Return on Weighted Networth (RONW)

Year	RONW(%)	Weights used
1997-98	0.00	1
1998-99	0.00	2
1999-2000	0.12	3
Weighted Average 0.06

Minimum return on post issue Networth required to maintain pre-issue EPS Rs.0.01 is 21.11 % at an Issue Price of Rs.10/- per share.

4. Net Asset Value (NAV) per share

LITIGATION / DISPUTES / DEFAULTS

There are no overdues, defaults to the Financial Institutions / Banks, Re-schedulement of Loans to banks / FIs, pending offences of non-payment of statutory dues by the Company, promoters and other companies/firms promoted by the promoters (irrespective of whether they fall under the purview of Section 370 (1B) of the Act, or not.

There are no case of litigation pending against the Company or against any other Company whose out come could have a materially adverse effect on the position of the Company.

There are no pending litigation against the Promoters/Directors in their personal capacities and also involving violation of any statutory regulation or any criminal offence.

There are no pending proceedings initiated for economic offences against the Directors, Promoters, Companies and Firms promoted by the promoters, (irrespective of whether they fall under the purview of Section 370 (1B) of the Act, or not.)

There are no outstanding litigation, disputes pertaining to the matters likely to affect the operations and Financials of the Company including disputed tax liability, prosecution under any enactment in respect of Schedule XIII of the Companies Act, 1956 against the Company, promoters and other Companies/firms promoted by the promoters (irrespective of whether they fall under the purview of Section 370 (1B) of the Act or not).

The Company, its promoters and other companies with which promoters are associated have neither been suspended by SEBI nor any disciplinary action been taken by SEBI. There is no prosecution launched by Income Tax Authorities and no liability compounded by the Promoters/Company/Ventures with which the Promoters are associated which is subsisting. The Promoters or directors have not violated the provisions of the Companies Act, 1956.

There are no other cases of pending litigation/defaults in respect of the firms/companies with which the Promoters were associated in the past but are no longer associated.

MATERIAL DEVELOPMENTS

There have been no material developments after the date of the last balance sheet that are likely to affect the performance and prospects of the Company.

The Directors opine that, to the best of their knowledge, as on date no circumstances have arisen since the date of the last financial statement that materially and adversely affect or are likely to affect the operations of the Company or the value of its assets or its ability to pay its liabilities within the next twelve months.

INVESTOR GRIEVANCES REDRESSAL MECHANISM

Investors' grievances pertaining to this issue will be handled by the Registrar to the to the Issue namely M/s Maheshwari Datamatics Pvt. Ltd. A fortnightly status report of the complaints received and redressed by them would be forwarded to the Company.

The Company would also be co-ordinating with the Registrars to the issue in attending to the grievances of the investors.

The Company assures that the following schedules shall be adhered to by the Board of Directors in respect of the complaints, if any, to be received.

The company has appointed Shri S. Dhar, Senior Manager Finance as the compliance officer until a Company Secretary is appointed.

The investor may contact the compliance officer in case of any pre-issue/post issue related problems. The Compliance Officer will be available at the following address :

RISK FACTORS AND MANAGEMENT PERCEPTION THEREOF

INTERNAL RISK FACTORS

1. The funds requirement and means of finance have not been appraised by any financial institutions/bank and are entirely the Company's own estimates.
2. In the absence of any stake of financial institution / banks, the deployment of the proceeds of the issue is entirely left to the discretion of the Company.
3. The Company does not have enough key management personnel to carry out its proposed activities.
4. Investors may note that the Company deploys a considerable portion of the funds in speculative investments and hence, income or loss from such activity is highly fluctuating.
5. The Company has lack of experienced professionals on the Board as well as to carry on day to day activities.
6. The promoters and directors of the Company are first generation entrepreneurs and do not possess relevant experience in the proposed field of financial activities.
7. The Company has been making negligible profits in the last five years.
8. The Company is yet to appoint a Company Secretary.

 EXTERNAL RISK FACTORS

1. Return on investment will be subject to the risks and fluctuations in the capital market.
2. Dividend income and appreciation in investments are subject to performance and policies of those companies whose shares are purchased as investments.
3. Increasing competition from existing companies as well as new entrants.
4. Any change in fiscal and monetary policies and general economic scenario will have a bearing on the operations.
5. The Company is in the financial services sector and is exposed to Credit and Investment Risks.

PART II

1. GENERAL INFORMATION

CONSENTS

Consent in writing of the Directors, Auditors, Lead Managers to the Offer, Legal Advisors, Registrars and Bankers to the Offer and Bankers to the Company to act in their respective capacities, have been obtained and filed with the Registrar of Companies, West Bengal, at Calcutta, along with a copy of this Offer Document required under Section 60 of the Act and none of them have withdrawn their consents up to the time of delivery of a copy of this Offer Document for registration.

Bijan Ghosh & Associates, Chartered Accountants, the Auditors of Delton Consultants Limited, have also given their written consent to their report being included in the form and context in which it appears in this Offer Document, and also of the tax benefits accruing to the Company and its members and such consent has not been withdrawn up to the time of delivery of a copy of this Offer Document for registration to the Registrar of Companies.

EXPERT OPINION

The Company has obtained from M/s Bijan Ghosh & Associates, Chartered Accountants opinion on the tax benefits produced elsewhere in this Prospectus. The Company has not obtained any other expert opinion which is reported in this Prospectus.

CHANGE IN DIRECTORS OF THE COMPANY DURING THE LAST THREE YEARS :

CHANGE IN AUDITORS OF THE COMPANY DURING THE LAST THREE YEARS

AUTHORITY FOR THE PRESENT ISSUE

Pursuant to section 81(1A) of the Act, the present issue of equity shares has been authorised vide a special resolution passed at the Extra-ordinary General Meeting of Delton Consultants Limited held on 29th December, 2000.

DISPOSAL OF APPLICATION AND APPLICATION MONEY

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

The sum received in respect of the issue, will be kept in separate bank accounts and the Company will not have any access to the funds unless approval of the Regional Stock Exchange i.e., the Ahmedabad Stock Exchange, is obtained for the basis of allotment and listing approval from all the Stock Exchanges where listing is proposed.

The Company reserves the full unqualified and absolute right to accept or reject any application in whole or part and in either case without assigning any reasons thereof.

SHARE CERTIFICATES/ALLOTMENT LETTERS/REFUND ORDERS

Letter(s) of Allotment/Share Certificate(s) together with refund orders of value over Rs.1,500/- if any, to allottees and Letter(s) of Regret together with refund orders of value over Rs.1,500/-to non-allottees will be despatched by registered post and refunds of value Rs.1,500/- and less will be despatched under certificate of posting at the applicant's sole risk within 30 days of the closing of subscription list.

Adequate funds for the above purpose will be made available to the Registrar to the issue to ensure despatch of refund orders, allotment letters and share certificates by Regd. Post/Certificate of Posting.

INTEREST IN CASE OF DELAY ON ALLOTMENT AND DESPATCH

1. As far as possible, allotment of securities offered to the public shall be made within 30 days of closure of this offer.
2. The Issuer shall pay interest @ 15% per annum , for the period of delay beyond 30 days if the allotment has not been made and/or refund orders have not been despatched to the investors within 30 days from the date of closure of the offer (except to applicants applying through stockinvest).

INTEREST ON EXCESS APPLICATION MONEY

Payment of interest at the rate of 15% per annum on the excess application money will be made to the applicants for the delay period, if any, beyond 30 days from the date of closure of the subscription list, in terms of the provisions of the Companies Act, 1956 and the Guidelines issued by the Ministry of Finance vide Letter No.F/8/6/SE/79 dated 21.07.83 and as amended by Letter No. F/14/2/SE/85 dated 27.09.85 addressed to Stock Exchanges and as further modified by SEBI's circular May 15, 1996. No interest will be paid on Stock invest.

 DISPOSAL OF APPLICATION MADE BY STOCK-INVEST:

The procedure for disposal of applications made by cash/cheque/demand draft will apply mutatis mutandis to Stock-invest except the following:

1. In case of non-allotment, stock-invest will be cancelled by the registrar to the Offer and returned to the applicant.
2. In case of allotment / partial allotment, the Registrar to the Offer shall fill in the amount in the stock-invest which would be less than or equal to the amount filled by the investor and present the stock-invest duly discharged on behalf of the Company for collection.
3. In case the cancelled stock-invest is not received by the investor from the Registrar, lien will be lifted by the issuing branch on expiry of four months from the date of Offer against an indemnity bond from the applicant.
4. Inquiries relating to stock-invest may be addressed to the Registrar and not to the issuing bank.
5. Multiple applications under a Stockinvest are liable to be rejected as each application is required to be accompanied by a separate instrument.

The Registrar to the Offer has been authorised by the Company, vide a Board Resolution passed on 30th November, 2000 to sign on behalf of the Company for realising the proceeds of the Stock-invest of the successful allottees from the issuing bank or to affix non-allotment advice on the instrument or to cancel the Stock-invest of the non-allottees or partly successful allottees who have enclosed more than one stock-invest. The cancelled instrument shall be sent back by the Registrar to the investors directly.

BASIS OF ALLOTMENT

In the event of this issue of equity shares being oversubscribed, the basis of allotment will be finalised by the Board of Directors in consultation with the Stock Exchange, Ahmedabad. Investors may note that in case of oversubscription, allotment will be on a proportionate basis in marketable lots, and a public representative on the Governing Board of the Regional Stock Exchange at Calcutta shall be associated in the process of finalisation of the basis of allotment in case of oversubscription of more than 2 times.

The basis of allotment for the net public issue will be made in the following manner :

1. A minimum of 50% of the Issue shall initially be available for allotment to individual applicants who have applied for 1000 equity shares or less.
2. The balance shall be made available for allotment to investors, including corporate bodies / institutions, and individual applicants who have applied for more than 1000 equity shares.
3. The unsubscribed portion of the issue to any one of the categories specified in (a) or (b) shall / may be made available for allotment to applicants in the other category, if so required.

The allotment will be in marketable lots on a proportionate basis as explained below :

1. Applicants will be categorised according to the number of equity shares applied for .
2. The total number of equity shares to be allocated to each category as a whole shall be arrived at on a proportionate basis, i.e. the total number of equity share applied for in that category (number of applicants in that category x number of equity share applied for )multiplied by the inverse of the oversubscription ratio.
3. Number of the equity shares to be allocated to the successful applicants will be arrived at on a proportionate basis, i.e. total number of equity shares applied for by each applicant in that category multiplied by the inverse of the oversubscription ratio of that category.
4. In all the applications where the proportionate allotment works out to less than 100 equity shares per applicant, the allotment shall be made as follows :

1. each successful applicant shall be allocated a minimum of 100 equity shares ; and
2. the successful applicants out of the total applicants for the category shall be determined by draw of lots in such manner that the total number of equity share allocated in that category is equal to the number of equity shares worked out as per (b) above.

e.

If the proportionate allotment to an applicant works out to a number that is more than 100 but is not a multiple of 100 (which is the marketable lot), the number in excess of the multiple of 100 would be rounded off to the higher multiple of 100 if that number is 50 or higher. If that number is lower than 50, it would be rounded of to the lower multiple of 100. All applicants in such categories would be allotted equity shares arrived at after such rounding off. If the process of rounding off to the nearest multiple of 100 results in the actual allotment being higher than the total number of equity shares issued, DCL shall allot additional equity shares upto a maximum of 10% of net public issue.

f.

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

The Company agrees that -

There will be atleast 5 public shareholders for every Rs.1 lakh of net capital issue made to the public out of the public issue.

Explanation : For the purpose of this clause a public shareholder shall mean a person who is neither a promoter nor holds more than 1% equity capital of DCL.

ISSUE OF SHARE CERTIFICATES

The share certificates will be despatched within 3 months from the date of allotment as per the provision of the Section 113 and other relevant provisions of the Companies Act, 1956, in exchange of allotment letters issued if any.

INVESTOR GRIEVANCES REDRESSAL MECHANISM

Investors' grievances pertaining to this issue will be handled by the Registrar to the to the Issue namely M/s Maheshwari Datamatics Pvt. Ltd. A fortnightly status report of the complaints received and redressed by them would be forwarded to the Company.

The Company would also be co-ordinating with the Registrars to the issue in attending to the grievances of the investors.

The Company assures that the following schedules shall be adhered to by the Board of Directors in respect of the complaints, if any, to be received.

The company has appointed Shri S. Dhar, Senior Manager Finance as the compliance officer until a Company Secretary is appointed.

The investor may contact the compliance officer in case of any pre-issue/post issue related problems. The Compliance Officer will be available at the following address :

B. AUDITORS REPORT

The Board of Directors

Delton Consultants Ltd.

75C Park Street,

Calcutta 700 016

Dear Sirs,

We have examined the books of accounts of M/s Delton Consultants Pvt. Ltd. subsequently altered as M/s Delton Consultants Limited, for the years ended 31.03.1997 to 31.03.2000 and for the period ended 31.12.2000. being the last date upto which the accounts have been made up and audited by us, M/s Manjeet Kumar Verma & Co., and M/s D. K. Singh & Associates for presentation to the members. In accordance with the requirements of Clause 24 of Part - II of Schedule II of the Companies Act, 1956 as amended from time to time, we report that the Profits, Assets and Liabilities and Dividends of the Company are as set out below :

I. STATEMENT OF PROFITS AND LOSSES

The Profits of the Company for the year ended 31.03.1997 to 31.03.2000 and for the period ended 31.12.2000. after making such adjustments as are, in our opinion appropriate and subject to the notes appearing hereinafter, were as follows :

Year ended March 31,

II. STATEMENT OF ASSETS AND LIABILITIES

As at March, 31^st

III. SIGNIFICANT ACCOUNTING POLICIES

1. Accounting Convention :-

The financial statements have been prepared based on historical cost and in accordance with accepted accounting principles & practices with revenues considered and expenses accounted for wherever possible on their accrual including provisions/ adjustments for committed obligations.

2. Fixed Assets & Depreciation :-

Fixed Assets are recorded at historical cost inclusive of expenditure upto the date of installation or put into use. Depreciation on fixed assets has been charged in this account on written down value method at the rates under Schedule XIV of the Companies Act, 1956.

3. Investments :-

Investments are valued at cost.

4. Inventory :-

Stock in trade is valued at cost or net realisable value, whichever is less.

5. Sales :-

Sale of goods is recognised at the point of despatch to the customer.

NOTES ON ACCOUNTS.

1. Preliminary Expenses have been amortised and to be written off in 10 years.
2. Expenditure in foreign currency during the year - Nil

Earnings in foreign exchange during the year - Nil

C.I.F. Value of Imports during the year - Nil.

3. The Company has got the Certificate of Registration for NBFC from RBI which is effective from 26th February, 1998 on an application made under Section 45-IA of the Reserve Bank Of India Act, 1934.
4. The Company has not accepted any public deposit during the year under review.
5. The Company has complied with the prudential norms relating to income recognition, accounting standard, asset classification and provision for bad and doubtful debts in terms of notification dated 2^nd January, 1998 of Reserve Bank of India for NBFC.
6. No provision has been made for dimunition in the market value of Investment.
7. No employee is in receipt of remuneration aggregating to Rs.6,00,000/- or more per annum for employment through out the year or Rs.50,000/- per month for part of the year.
8. Previous year's figures have been re-ground and/or re-arranged wherever necessary.

TAXATION SHELTER STATEMENT FOR THE LAST FIVE YEARS

YEAR ENDED MARCH 31^ST

CAPITALISATION STATEMENT

Details of other income

C. STATUTORY AND OTHER INFORMATION

MINIMUM SUBSCRIPTION

If the company does not receive minimum subscription of 100% of the amount payable on application on the date of closure of the issue, or the subscription level falls below 100% after the closure of the issue on account of cheques having been refunded unpaid or withdrawal of applications, DCL shall forthwith refund the entire amount received. If there is a delay beyond 8 days after the date from which DCL becomes liable to pay the amount, DCL shall pay interest as per section 73 of the Act.

EXPENSES OF THE ISSUE

The expenses of the present issue payable by DCL, which include brokerage, fees to the Lead Manager and Registrars to the issue, stationery printing and distribution expenses, listing fees, stamp duty, legal and professional charges and other miscellaneous expenses are estimated at Rs. 10.25 lakhs and will be met by DCL partly out of the proceeds of the present issue.

FEE PAYABLE TO THE LEAD MANAGER TO THE ISSUE

The total fee payable to the Lead Managers to the Issue will be as per the Memorandum of Understanding signed with the Lead Manages, Financial & Management Services Ltd., copies of which are available for inspection at the registered Office of the Company.

 FEE PAYABLE TO THE REGISTRARS TO THE ISSUE

The fee payable to Maheshwari Datamatics Pvt. Ltd., the Registrars to the Issue, as per their Issue Letter is kept open for inspection at the Registered Office of DCL.

BROKERAGE

Brokerage will be paid by the Company @ 1.5% on the issue price of the shares on the basis of allotments made against applications bearing the stamp of a member of any recognised stock exchange in India in the Brokers column in the application form. Brokerage at the same rate will be payable to the Bankers to the Issue in respect of allotments made against applications provided the relevant application forms bear their respective stamps in the brokers column.

In case of tampering or over stamping of the banker / agents codes on the application form, the issuer's decision to pay brokerage in this respect will be final and no further correspondence will be entertained in this manner.

UNDERWRITING COMMISSION

The Company's Issue has not been underwritten and hence no underwriting commission is payable.

PREVIOUS ISSUE OF CAPITAL IN THE LAST FIVE YEARS

The Company has not issued shares to the Public in the past. The details of issue of capital has been outlined in the paragraph on the build up of the share capital under the heading "Capital Structure".

ISSUE OF SHARES AND DEBENTURES OTHERWISE THAN FOR CASH

There have been no issue of shares or debentures for consideration other than for cash.

PREVIOUS COMMISSION AND BROKERAGE

The Company has not paid commission and / or brokerage in the past.

DEBENTURES AND REDEEMABLE PREFERENCE SHARES

There are no outstanding Debentures / Redeemable Preference Shares issued by DCL.

ISSUE AT A PREMIUM OR DISCOUNT

The Company has not made any public issue of shares at a premium or discount since incorporation.

 OPTION TO SUBSCRIBE

Except as otherwise stated in the Offer Document, the Company has not entered into nor does it, propose to enter into any contract or arrangement whereby any option or preferential right of any kind has been or is proposed to be given to any person to subscribe for any shares in, or debentures of the Company.

REVALUATION OF ASSETS

The Company has not revalued its assets since its incorporation.

ACQUISITION OF RUNNING BUSINESS

The Company does not propose to acquire any running business and no part of the proceeds of the present issue is to be applied direct or indirectly for any of the purposes set out in clause B-4 of the part - II of schedule II to the Act.

CLASSES OF SHARES

The Company has only one class of shares viz. Equity Shares of the nominal value of Rs.10/- each.

PRELIMINARY EXPENSES

The Company as on 31^st March, 2000 had preliminary expenses of Rs. 33,336.00.

PURCHASE OF PROPERTY

Save as elsewhere stated in this Prospectus, and save in respect of the property purchased or acquired or to be purchased or acquired under the contracts referred to under the heading "Material Contracts" there is no property which the Company has purchased or acquired or proposes to purchase or acquire, which is to be paid for wholly or partly out of the proceeds of the present offer or the purchase or acquisition of which has not been completed on the date of the Offer of this Prospectus, other than property :

1. the contracts for the purchase or acquisition whereof entered into, or may be entered into, in the ordinary course of the Company's business, such contracts not being made in contemplation of the Offer or in consequence of the contract, or,
2. in respect of which the purchase money is not material. The Company has not purchased any property in which any of its Promoters and / or Directors have any direct or indirect interest in any payment made thereof.

DETAILS OF DIRECTORS

The details of directors are as given in the earlier part of the Prospectus.

 INTEREST OF DIRECTORS AND PROMOTERS

All the Directors are interested to the extent of fees, if any, payable to them for attending meetings of the Board or Committee thereof as well as to the extent of other remuneration, disbursement of expenses payable to them under the Articles. The directors are also interested to the extent of shares if any already held by them in the Company or that may be subscribed for and allocated to them out of the present Offer.

The Directors may also be regarded as interested in shares that may be held by or that may be subscribed by and allotted to them by the Companies in which they are interested as Directors and / or members.

All Directors may be deemed to be interested in the contracts, agreements / arrangements entered in to or to be entered into by the Company in which they hold Directorships.

No Director of the Company is interested in the appointment of any of the Managers, Registrars and Bankers to the Offer. No Director of the Company is interested in any property acquired by the Company within 2 years of the date of the Offer Document or proposed to be acquired by it.

PAYMENT OF BENEFITS TO DIRECTORS AND OFFICERS OF THE COMPANY

Save as stated herein, no amount or benefit has been paid or given to the Company's Directors or Officers of the Company, except the normal remuneration and/or reimbursement for services as Directors, officers or employees of the Company.

MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

DEMATERIALISATION OF SECURITIES

(13) The Company shall be entitled to dematerialise its securities and to offer securities in a dematerialised form pursuant to the Depositories Act, 1996.

Options for Investors :

Every holder of or subscriber to securities of the Company shall have the option to receive certificates for such securities or to hold the securities with a Depository. Such a person who is the beneficial owner of the Securities can at any time opt out of a depository, if permitted by law, in respect of such securities in the manner provided in the Depositories Act, 1996 and the Company shall, in the manner and within the time prescribed

FORFEITURE

(21) If any member fails to pay the whole or any part of any call or installment or any money due in respect of any shares either by way of principal or interest on or before the day appointed for the payment of the same, the Directors may at any time thereafter during such time as the call or installment or their money remains unpaid, service notice on member, requiring him to pay the same together with any interest that may have accrued and all the expenses that may have accrued by the Company by reason of such non-payment.

(22) The notice shall name a day (not being less than 14 days from the date of notice) and a place on and of which such call or installment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time and the place appointed, the share in respect of which such call was made or installment payable will be liable to be forfeited.

(23) If the requisitions of any such notice be not complied with, any shares in respect of which such notice has been given may at any time thereafter, before payments all calls or installment, interest or expenses due in respect thereof be forfeited by 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. Neither the receipt by the Company of a portion of any money which shall from time to time be due from any member of the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such money shall preclude the Company from thereafter proceeding to enforce a forfeiture of such shares as herein provided.

(24) When any shares shall have been so forfeited, notice of the resolution shall be given to the members in whose name it stood immediately prior to the forfeiture and 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.

(25) Any share so forfeited shall be deemed to be the property of the Company and Directors may sell, re-allot or otherwise dispose of the same in such manner as they think fit.

(26) The directors may at any time before any shares forfeited shall have been sold, re-allotted or otherwise disposed off and the forfeiture thereof upon such conditions as they think fit.

(27) Any member whose shares have been forfeited shall notwithstanding the forfeiture shall remain liable to pay to the Company all calls, installment, interest and expenses owing upon and in respect of such shares at the time of forfeiture, together with interest thereupon from the time to time of forfeiture, until payment at the rate of nine (9) percent per annum or such other rate as the Directors may determine and the Directors may enforce the payment thereof without any deduction or allowance or the value of the shares at the time of forfeiture but shall not be under any obligation to do so.

(28) The forfeiture of shares involve the extinction of all interest in and also of all claims and demands against the company in respect of the shares and all other rights incidental to the shares, except only such of those rights as by articles are expressly saved.

(29) A duly verified declaration in writing that the declarant is a Director or Managing Director and that certain shares in the Company have been duly forfeited on a date stated therein shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the shares and such declaration and receipt of the Company for the consideration, if any given for the shares on sale or disposition thereof shall constitute a good title to such shares.

(30) The Company shall have first and paramount lien upon all the shares (not fully paid up) registered in the name of each member, (whether solely or jointly with others) and have such lien upon the proceeds of sale thereof for his debts, liabilities and engagements, solely or jointly with any other persons to or with the company whether in respect of the shares in question or other however whether the period for the payment, fulfillment or otherwise discharge thereof shall have actually arrived or not and no equitable interest in any such shares shall be created except upon the footing and condition that provisions of these articles are to have full effect and such lien shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise agreed, the registration of transfer of shares shall operate as waiver of the Company's lien, if any, on such shares.

(31) For the purpose of enforcing such lien, the Directors may sell the shares thereto in such manner as they think fit but no sale shall be made until such period as aforesaid shall have elapsed and until notice in writing of the intention to sell have been served on such member, his executors or administrators, or his committee, curator bonis or other person recognised by the Company as entitled to represent such member and default shall have been made by him or them in the payment of the sum payable as aforesaid for seven days after such notice. The net proceeds of any such sale shall be applied in or toward satisfaction of such part of the amount in respect of which the lien exists as is presently payable by such members and the residue (if any) paid to such members, his executors, administrators, or other representatives or persons so recognised of aforesaid.

(32) Upon any sales after forfeiture or for enforcing a lien in purported exercise of the powers hereinbefore given, the Directors may cause the purchaser's name to be entered in the register of members in respect of the shares sold and the purchaser shall not be bound to see the regularity of the proceeding or to the application of the purchase money and after his name has been entered in the Register in respect of such shares, his title in respect of such shares shall not be affected by any irregularity or invalidity in the proceedings in reference to such forfeiture, sale or disposition, not impeached by any person and the remedy of and person aggrieved by the sale shall be in damage only and against the Company exclusively.

(33) Where any share under the powers in that behalf herein contained are sold by the Directors and the Certificate thereof has not been delivered to the Company by the former holder of the said shares the Directors nay issue a new certificate for such shares distinguishing it in such manner as they may think fit from the certificate not so delivered up.

TRANSFER AND TRANSMISSION OF SHARES

(34) Subject to the provisions of the Act, no transfer of shares shall be registered unless a proper instrument of transfer duly stamped and executed by the transferor and transferee has been delivered to the Company together with the certificate or certificates of the shares, or if no such certificate is in existence, along with the letter of allotment of shares. The instrument of transfer of shares shall be signed both by the transferor and the transferee, and transferor shall be deemed to remain the holder of such shares until the name of the transferee is entered in the Register in respect thereof.

(35) Application for the registration of the transfer of a share may be made either by the transferor or the transferee provided that, where such application is made by the transferor, on regulation shall in case of partly paid of shares be effected unless the Company gives notice of the application to the transferee in the manner prescribed under the Act, and subject to the provisions of the relevant articles of the Company may, unless objection is made by the transferee within two weeks from the date of receipt of notice, enter in the Register the name of the transferee in the same manner and subject to the same condition as if the application for registration was made by the transferee.

(36) Before registering any transfer tendered for registration, the Company may, if it so think fit, give notice by letter posted in the ordinary course to the Registered Holder that such transfer deed has been lodged and that unless objection is taken the transfer will be registered. If such registered holder fails to lodge an objection in writing at the office of the Company within two weeks from the posting of such notice to him, he shall be deemed to have admitted the validity of the transfer. Where no notice is received by the registered holder, the Company shall be deemed to have decided not to give notice and in any event the non-receipt of the notice by the registered holder shall not entitle him to make any claim of or any kind against the Company in respect of such non-receipt.

(37) Neither the Company nor its Directors shall incur any liability for registering or acting upon a transfer of shares apparently made by sufficient parties, although the same may, by reason of any fraud or other cause not known to the Company or its Directors be legally inoperative or insufficient to pass the property in the shares proposed or to be transferred, and although the transfer may, as between the transferor and the transferee, be liable to be set aside, not withstanding that the Company may have noticed such instrument of transfer was signed or executed and delivered by the transferor in blank as to the name of the transferee or the particulars of the shares transferred, or otherwise in defective manner. And in every such case, the person registered as transferee, his executors, administrators and assignees alone shall be entitled to be recognised as the holder of such shares and the previous holder so far as the Company is concerned be deemed to have transferred his whole title thereto.

(38) Subject to the provisions of Section 111 of the Act, the Board, without assigning any reason for such refusal, may, refuse to register any transfer of a share upon which the Company has lien and, in the case of a share not fully paid up, may refuse to register a transfer to a transferee of whom the Board does not approve.

(39) No transfer shall be made to a minor or person of unsound mind or firm without the consent of the Board.

(40) All instruments of transfer, which shall be registered, shall be retained by the Company.

(41) If the Directors refuse to register the transfer of any shares, the Company shall within two months from the date on which the instrument of transfer was lodged with the Company, send to the transferee and the transferor notice of refusal.

(42) On giving seven days notice by advertisement in a newspaper circulating in the district in which the registered office of the Company is situated, the Register of Members may be closed during such time as the Director think fit not exceeding in the whole Forty-five days in each year and not exceeding thirty days at a time.

(43) The executors or administrator or the holder of a succession certificate in respect of the shares of the deceased member (not being one of several joint-holders) shall be the only person whom the Company shall recognise as having title to the shares registered in the name of such member and, in case of death of any one or more of the joint holders of any registered shares, the survivors shall be the only persons recognised by the Company as having any title to or interest in such shares 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 in any other person. Before recognising any legal representative or heir or a person otherwise claiming title to the shares, the Company may require him to obtain a grant of probate or letters of administration or succession certificate or other legal representation, as the case may be from a competent court; provided nevertheless therein any case where the Board in its absolute discretion thinks fit, it shall be lawful for the Board of the dispense with the production of probate or letter of administration or a succession certificate or such other legal representation upon such terms as to indemnity or otherwise as the Board may consider desirable. Provided also that if the member was member of a joint-family, the Board on being satisfied to the effect and on being satisfied that the shares standing in his name in fact belong to the joint-family may recognise such person or persons as the Board may decide representing the survivors thereof as having title to the shares registered to the name of such member but this provision shall in no way be deemed to modify or nullify the provision contained in Article 9 thereof.

(44) Any person becoming to or to transfer share in consequence of the death or insolvency of any member, upon producing such evidence that he sustains the character in respect of which he purposes to act under this Article, or of title as the Directors think sufficient, may with the consent of the Directors (which shall not be under any obligation to give), be registered as a member of such shares or may, subject to the regulations as to transfer hereinbefore contained, transfer such shares. This Article is hereinafter referred to as 'The Transmission Article' subject to any other provision of these articles, if the person so entitled to shares under this or the last preceding article shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to transfer the shares to some other person, he shall execute an instrument of transfer in accordance with the provisions of these articles relating to transfer of shares. All the limitations, restrictions and the registration of transfers of shares shall be applicable to any such notice of transfer as aforesaid.

(45) Subject to any other provisions of these Articles and if the Directors in their sole discretion are satisfied in regard thereto, a person becoming entitled to a share in consequence of the death or insolvency of a member may receive and give a discharge for any dividends or other money payable in respect of the share.

VOTES OF MEMBERS

(65) Subject to any rights or restrictions for the time being attached to any class of shares.

1. On a show of hands, every members holding Equity Shares present in persons shall have one vote; and
2. On a poll, the voting rights of members shall be as laid down in Section 87 of the Companies Act.

(66) Subject to the provisions of the Articles, any person entitled under the Transmission Article to transfer any shares may vote at any General Meeting in respect thereof in the same manner as if he was the registered holder of such shares, provided that seventy-two hours atleast 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 rights to transfer such shares, or the Directors shall have previously admitted his rights to vote at such meeting in respect thereof. If any member be a lunatic, idiot or non-composementise, he may vote whether on a show of hands or at a poll by his committee, curator bonis or other person recognised by the Company as entitled to represent such member and such last mentioned persons may give their votes by proxy.

(67) Where there are joint-holders of shares, any one of such persons may vote subject to provisions of the Article 65 at the meeting either personally or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of such joint-holders be present at any meeting either personally or by proxy then that one of the said persons so present whose name stand prior in order on the Register in respect of such shares shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stand shall for the purpose of the Article be deemed joint-holders thereof.

(68)

1. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if such appointor is a corporation under the common seal or the hand of its Attorney.
2. The Instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarally certified copy of that power or authority shall be deposited at the office not less than Forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

(69) A vote given in accordance with the terms of an instrument appointing a proxy be valid notwithstanding the previous death or insanity of the principal or revocation of the instrument of transfer of the share in respect of which the vote is given, provided intimation in writing of the death, insanity, revocation or transfer of the share shall have been received at the office or by the Chairman of the meeting before the vote is given. Provided nevertheless, that the Chairman of any meeting shall be entitled to require such evidence as he may in his discretion think of the due execution of an instrument of proxy and the same has not been revoked.

(70) Every instrument appointing a proxy shall, as nearly as circumstances will admit, be in the form set out in Schedule IX to the Act.

(71) No member shall be entitled to vote on any question either personally or by proxy or as proxy for another member at any General Meeting or upon a poll or to be reckoned in a quorum whilst any call or other sum shall be due and payable presently to the Company in respect of any of the shares of such member.

(72) No objection shall be taken to the validity of any vote except at the meeting or poll at which such vote shall be tendered and every vote not disallowed at such meeting or poll and whether given personally or by proxy or otherwise shall be deemed valid for all purposes.

DIVIDENDS

(117) Subject to the rights of members entitled to the shares (if any) with preferential or special rights attached thereto, the profits of the Company which it shall from time to time be determined to divide in respect of any year of a dividend on the Ordinary Shares of the Company but so that partly paid-up share shall only entitle the member in respect thereof to such proportion of the distribution upon a fully paid-up share as the amount paid thereon bears to the nominal amount of such share and so that where capital is paid-up on advance of calls upon the footing that the same shall carry interest, such Capital shall not, whilst carrying interest, confer a right to participate in profits.

(118) The Company in the General Meeting may declare dividend to be paid to the members according to their rights and interests in the profits and may, subject to the provisions of Section 207 of the Act, for the time for payment.

(119) No large dividend can be declared than what is recommended by the Board, but the Company in the General Meeting may declare smaller dividend.

`(120) No dividend shall be payable except out of the profits of the Company or out of moneys provided by the Central or State Government for the payment of dividend in pursuance of any guarantee given by such Government and no dividend shall carry interest against the Company.

(121) The declaration of the Board as to the amount of the Net Profits of the Company shall be conclusive.

(122) The Board may from time to time, pay to the members such interim dividends as appear to the Board to be justified by the profits of the Company.

(123) The Board may deduct from any dividend payable to any member all sums of money if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

(124) Any General Meeting declaring a dividend may make a call on the members on such amount as the meeting fixes, but so that the call be made payable at the same time as the dividend may, if so arranged between the Company and the member, be set off against the call.

(125) Any General Meeting declaring a dividend may resolve that such dividend be paid wholly or in part by the distribution of specific assets, and in particular of paid-up shares, debentures or debenture stock of the Company or paid-up shares, debentures or debenture stock of any other Company, or in any one or more of such ways.

(126) A transfer of shares shall not pass the rights to any dividend declared thereon before the registration of the transfer by the Company.

(127) No dividend shall be paid in respect of any share except to the member registered in respect of such share or to his order or to his Bankers but nothing contained in this Article shall be deemed to require the Bankers of a member or to make a separate application to the Company for payment of dividend.

(128) Any one of several persons who are members registered jointly in respect of any share may give effectual receipts for all dividends, bonuses and other payments in respect of such shares.

(129) Notice of dividends, whether interim or otherwise shall be given to the persons entitled to share therein in the manner hereinafter provided.

(130) Unless otherwise directed in accordance with Section 260 of the Act, any dividend, interest or other moneys payable in cash in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the first named in the Register or to such person and such address as the member or members, as the case may be, may direct and every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent.

(131) Any dividend unclaimed for one year after having been declared may be interested or otherwise made use of by the Board for the benefit of the Company until claimed and any dividend unclaimed for three years after having been declared may be forfeited by the Board for the benefit of the Company but the Board may annul the forfeiture wherever it may think proper.

MATERIAL CONTRACTS & DOCUMENTS FOR INSPECTION

The following contracts and agreement referred to Para (A) below (not being contracts entered into in the ordinary course of business carried on or intended to be carried on by the Company or contracts entered into more than two years before the date of this Offer Document) which are/or may be deemed to be material contracts together with copies of documents referred to in Para (B) below all of which have been attached to the copy of this Offer Document and which have been delivered to the Registrar of Companies, West Bengal at Kolkata, for registration and may be inspected at the Registered Office of the Company between 11:00 am and 1:00 pm on any working day from the date of this Offer Document until the date of closing of the Subscription List.

1. MATERIAL CONTRACTS

1. Memorandum of Understanding between the Company and the Lead Manager, Financial & Management Services Limited.
2. Memorandum of Understanding between the Company and the registrars to the issue, M/s Maheshwari Datamatics Pvt. Ltd.
3. Letter from National Securities Depository Limited for dematerialisation of shares.
4. Undertaking from the Company regarding dematerialisation of shares through Central Depository Services (India) Limited.

1. Memorandum and Articles of Association of the Company.
2. Certificate of Incorporation dated 17^th March, 1992 and certificate regarding conversion into full-fledged Public Limited Company issued on 24th October, 2000.
3. Copy of the Resolution to increase the Authorised Capital from Rs.225 lakhs to Rs.525 lakhs, passed at the Extra - ordinary General Meeting of the Company held on 30th November, 2000.
4. Copy of the Resolution passed under Section 81(1A) at the Extra Ordinary General Meeting held on 29th December, 2000.
5. Copy of the Resolution dated 30th November, 2000 authorising the Registrars to the Issue to sign Stockinvest.
6. Auditor's Report dated referred to in the Prospectus and their consent dated 3rd March, 2001 to include the same in the Prospectus.
7. Letter dated 26th February, 2001 from the Auditors of the Company confirming Tax Benefits as mentioned in this Prospectus.
8. Consent from Legal Advisors, Directors, Auditors, Bankers to the Company, Bankers to the Issue, Lead Managers to the Issue, Registrars to the Issue, referred to in this Prospectus to act in their capacities.
9. Annual Report of the Company for the Financial Years, 1996-97, 1997-98, 1998-99 and 1999-2000 and period ended 31.12.2000.
10. Powers of Attorney executed by the Directors authorising …………………. to make necessary corrections to the Prospectus and to sign the Prospectus.
11. Copies of the initial listing applications made to the Stock Exchange at Calcutta.
12. SEBI observation letter dated ……………….in respect of this offer document.

PART III

DECLARATION

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 Offer Document is contrary to the provisions of the Companies Act, 1956 and Rules made thereunder.

We, the Directors of Delton Consultants Limited, declare and confirm that no information/material likely to have a bearing on the decision of the investors in respect of the equity shares offered in terms of the prospectus has been suppressed/withheld and/or incorporated in a manner that would amount to misstatement / mis-representation and in the event of its 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 mis-statement / mis-representation, 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.

The company accepts no responsibility for statements made otherwise than in the Prospectus or in the advertisements or any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his/her risk.

SIGNED BY THE DIRECTORS

*Shri Rajiv Gupta

*Shri Ghanshyam Sharma

*Smt Ambika Barua

*by their duly constituted Attorney Mr……………..

Place : Kolkata

Date :