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LANDMARK PROPERTY DEVELOPMENT COMPANY LIMITED

VIEWS: 22 PAGES: 144

									  LANDMARK PROPERTY DEVELOPMENT COMPANY LIMITED
We were incorporated as a public limited company on December 28, 1976 as Konark Minerals Limited
under the provisions of the Companies Act, 1956, in the State of Orissa and obtained Certificate for
Commencement of Business on January 19, 1977. The registered office is situated at Rajgangpur,
Distt: Sundargarh, Orissa 770017. The name of the company has been changed to Landmark Property
Development Company Limited with effect from January 23, 2008 vide fresh Certificate of
Incorporation obtained from the Registrar of Companies, Orissa.
            Registered Office: At/Po/Ps: Rajgangpur, Distt: Sundargarh, Orissa - 770 017.
                             Phone: 06624-221212, 220121 Fax: 6624 2209333
        Corporate Office: 11th Floor, Narain Manzil, 23, Barakhamba Road, New Delhi - 110 001.
                                 Phone: 011-43621200 Fax: 011 41501333
                   Contact person: S.K Chawla, Company Secretary (Delhi Office)
Website: www.landmarkproperty.in                     Email: schawla@landmarkholdings.in

INFORMATION MEMORANDUM FOR LISTING OF 13,41,43,160 EQUITY SHARES OF
                         RE 1 EACH

                                     GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors
should not invest in the equity shares of Landmark Property Development Company
Limited unless they can afford to take the risk of losing part or all of their investment.

Investors are advised to read the Risk Factors carefully before taking an investment decision
in the shares of Landmark Property Development Company Limited. For taking an
investment decision, investors must rely on their own examination of the Company
including the risks involved. The securities have neither been recommended nor approved
by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee accuracy of
this document.

     ABSOLUTE RESPONSIBILITY OF LANDMARK PROPERTY DEVELOPMENT
                                     COMPANY LIMITED
Landmark Property Development Company Limited having made all reasonable inquiries,
accepts responsibility for, and confirms that this Information Memorandum contains all
information with regard to Landmark Property Development Company Limited, which is
material, that the information contained in this Information Memorandum is true and
correct in all material aspects and is not misleading in any material respect, that the opinions
and intentions expressed herein are honestly held and that there are no other facts, the
omission of which makes this Information Memorandum as a whole or any of such
information or the expression of any such opinions or intentions misleading in any material
respect.

                                          LISTING
The Equity Shares of Landmark Property Development Company Limited are proposed to be
listed on the Bombay Stock Exchange Limited, the designated stock exchange and the National Stock
Exchange of India Limited.

                     REGISTRAR AND SHARE TRANSFER AGENT
M/s. C.B. Management Services Pvt. Limited
P-22, Bondel Road, Kolkata-700019
Tel No: 033-2280-6692-6693-6694
E-mail: cbmsl 1@cal.2vsnl.net.in
Contact Person: Mr. Sankar Ghosh
                            TABLE OF CONTENTS

                            PRATICULARS                    PAGE NO
SECTION I –GENERAL
DEFINITIONS, ABBREVIATIONS & INDUSTRY RELATED TERMS           1-2
CERTAIN CONVENTIONS; USE OF MARKET DATA                        3
FORWARD LOOKING STATEMENTS                                     4

SECTION II – RISK FACTORS
RISK FACTORS                                                 5-18

SECTION III – INTRODUCTION
SUMMARY                                                      19-20
GENERAL INFORMATION                                          21-22
CAPITAL STRUCTURE                                            23-27
SCHEME OF ARRANGEMENT                                        28-38
STATEMENT OF TAX BENEFITS                                    39-47

SECTION IV – ABOUT US
HISTORY                                                      48-49
BUSINESS                                                     50-51
MANAGEMENT                                                   52-56
PROMOTER                                                     57-59
CURRENCY OF PRESENTATION                                      60
DIVIDEND POLICY                                               60

SECTION V – FINANCIAL INFORMATION
FINANCIAL INFORMATION OF THE COMPANY                         61-72
FINANCIAL INFORMATION OF GROUP COMPANIES                     73-81
MANAGEMENT DISCUSSION & ANALYSIS                              82

SECTION VI - LEGAL & OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS            83-104
GOVERNMENT APPROVALS                                         105

SECTION VII – OTHER REGULATORY AND STATUTORY DISCLOSURES
REGULATORY AND STATUTORY DISCLOSURES                        106-109
MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION              110-140

SECTION VIII – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION              141
DECLARATION                                                  142
                                                 INFORMATION MEMORANDUM


           DEFINITIONS, ABBREVIATIONS & INDUSTRY RELATED TERMS

           Term                                   Description
“LPDC” or “Company” or       Landmark Property Development Company Limited, a
“Our Company” or“            public limited company incorporated under the
Resulting Company” or        provisions of the Companies Act and “We” or “us” and
“Landmark Property           “our” refers to Landmark Property Development
Development Company          Company Limited wherever it is appearing in this
Limited”                     Information Memorandum

Articles/ Articles of        Articles of Association of Landmark Property
Association                  Development Company Limited

Auditors                     The statutory auditors of Landmark Property
                             Development Company Limited

Appointed date               January 1, 2007

Board of Directors/ Board/   The Board of Directors of Landmark Property
Directors                    Development Company Limited

BSE                          Bombay Stock Exchange Limited

CDSL                         Central Depository Services (India) Limited

Companies Act                The Companies Act, 1956, as amended from time to
                             time

“OCL” or “ OCL India         OCL India Limited, an existing company within the
Limited”                     meaning of the Companies Act 1956

DSE                          Designated Stock Exchange

EPS                          Earnings per equity share

Equity Shares                Equity shares of the Company of Re 1 each unless
                             otherwise specified in the context thereof

Effective Date               December 20, 2007

Financial year/ fiscal/ FY   The twelve months ended March 31 of a particular year
                             unless otherwise stated

HUF                          Hindu Undivided Family

I.T. Act                     The Income Tax Act, 1961, as amended from time to
                             time

Information Memorandum       This document filed with the Stock Exchanges is known
                             as and referred to as the Information Memorandum




                                      1
                                                 INFORMATION MEMORANDUM


Memorandum/                 The Memorandum of Association of Landmark
Memorandum of Association   Property Development Company Limited

NSDL                        National Securities Depository Limited

NSE                         The National Stock Exchange of India Limited

RTA                         Registrars and Share Transfer Agent

RBI                         Reserve Bank of India

Registered office of        At/Po/Ps: Rajgangpur, Dist: Sundargarh, Orissa 770017
Company

ROC                         Registrar of Companies

Scheme                      Scheme of Arrangement between OCL India Limited,
                            OCL Iron and Steel Limited, Landmark Property
                            Development Company Limited (formerly known as
                            ‘Konark Minerals Limited’) and Dalmia Cement
                            (Meghalaya) Limited and their respective shareholders
                            and creditors under Sections 391 – 394 of the
                            Companies Act, 1956, as sanctioned by the Hon’ble
                            High Court of Orissa on November 27, 2007 and the
                            Hon’ble Gauhati High Court on October 15, 2007. Upon
                            coming into effect of the Scheme on December 20, 2007,
                            the ‘Real Estate Undertaking’ stands demerged from
                            OCL India Limited and transferred to and vested in the
                            Company on a going concern basis.

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

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

SEBI Guidelines             Securities and Exchange Board of India (Disclosure and
                            Investor Protection) Guidelines, 2000 issued by
                            Securities and Exchange Board of India effective from
                            January 27, 2000, as amended, including instructions
                            and clarifications issued by Securities and Exchange
                            Board of India from time to time.

Current Financial Year      April 1, 2007 - March 31, 2008

Shares                      Equity shares of the Company

Stock Exchanges             BSE and NSE




                                     2
                                                    INFORMATION MEMORANDUM


                CERTAIN CONVENTIONS; USE OF MARKET DATA

Unless stated otherwise, the financial data in this Information Memorandum is derived
from our consolidated financial statements prepared in accordance with Indian
Accounting Standard. Our current financial year commenced on April 1, 2007 and ends
on March 31, 2008. In this Information Memorandum, any discrepancies in any table
between the total and the sums of the amounts listed are due to rounding-off.

For definitions, please see the section titled “Definitions, Abbreviations and Industry
Related Terms”.

All references to “India” contained in this Information Memorandum are to the Republic
of India. All references to “Rupees” or “Rs” or “Re” are to Indian Rupees, the legal
currency of the Republic of India.

All references to the “Government” are to the Governments of India, central or state, as
applicable.

Unless stated otherwise, industry information used throughout this Information
Memorandum has been obtained from industry publications. Industry publications
generally state that the information contained in those publications has been obtained
from sources believed to be reliable but that their accuracy and completeness are not
guaranteed and their reliability cannot be assured. Although we believe that industry
information used in this Information Memorandum is reliable, it has not been
independently verified and is subject to change. The information included in this
Information Memorandum about the various other companies is based on their
respective Annual Reports and information made available by the respective companies.




                                         3
                                                      INFORMATION MEMORANDUM


                        FORWARD-LOOKING STATEMENTS

In this Information Memorandum, the terms “we”, “us”, or “our”, unless the context
otherwise implies, refers to Landmark Property Development Company Limited and its
subsidiaries. The terms “Landmark Property Development Company Limited” and the
“Company”, unless the context otherwise implies, refer to “Landmark Property
Development Company Limited”.

We have included statements in this Information Memorandum, that contain words or
phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”,
“anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”,
“objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or
variations of such expressions that are “forward-looking statements”.

All forward-looking statements are subject to risks, uncertainties and assumptions that
could cause actual results to differ materially from those contemplated by the relevant
forward-looking statement. All forward looking statements are subject to risks,
uncertainties and assumptions about us that could cause actual results and property
valuations to differ materially from those contemplated by the relevant statement.

Important factors that could cause actual results to differ materially from our
expectations include, among others:
•      General economic and business conditions in India and other countries;
•      Our ability to successfully implement our strategy, our growth and expansion
       plans and technological changes;
•      Changes in the value of the Rupee and other currency changes;
•      Changes in Indian or international interest rates;
•      Changes in laws and regulations in India;
•      Changes in political conditions in India; and
•      Changes in the foreign exchange control regulations in India.

For further discussion of factors that could cause our actual results to differ, see the
section titled “Risk Factors”. By their nature, certain risk disclosures are only estimates
and could be materially different from what actually occurs in the future. As a result,
actual future gains or losses could materially differ from those that have been estimated.

Additional factors that could cause actual results, performance or achievements to differ
materially include, but are not limited to, those discussed under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” “Industry”
and “Business”.

We do not have any obligation to, and do not intend to, update or otherwise revise any
statements reflecting circumstances arising after the date hereof or to reflect the
occurrence of underlying events, even if the underlying assumptions do not come to
fruition.




                                           4
                                                            INFORMATION MEMORANDUM


                                        RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all of
the information in this Information Memorandum, including the risks and uncertainties described
below. If any of the following risks actually occur, our business, financial condition and results of
operations could suffer, the trading price of our Equity Shares could decline, and you may lose all
or part of your investment.

Internal Risk Factors

Internal risk factors and risks relating to our business

Our business is heavily dependent on the performance of the real estate market and
the availability of real estate financing in India

Our business is heavily dependent on the performance of the real estate market in India,
particularly in the regions in which we operate, and could be adversely affected if market
conditions deteriorate. Real estate projects take a substantial amount of time to develop,
and we could incur losses if we purchase land at high prices and we have to sell our
developed projects during weaker economic periods. Further, the real estate market, both
for land and developed properties is relatively illiquid, which may limit our ability to
respond promptly to market events. The real estate market is significantly affected by
changes in government policies, economic conditions, demographic trends, employment
and income levels and interest rates, among other factors. These factors can negatively
affect the demand for and valuation of our projects under development and our planned
projects. Lower interest rates on financing from India’s retail banks and housing finance
companies, particularly for residential real estate, and favourable tax treatment of loans,
have helped fuel the recent growth of the Indian real estate market.

However, interest rates in India are exhibiting a rising trend, which could discourage
consumers from borrowing to finance real estate purchases and depress the real estate
market. Additionally, stricter provisioning and risk weightage norms imposed by the RBI
in relation to real estate loans by banks and housing finance companies could reduce the
attractiveness of property or developer financing, and the RBI or the GOI may take
further measures designed to reduce or having the effect of reducing credit to the real
estate sector. Our business could be adversely affected if demand for or supply of real
estate financing at attractive rates were to diminish or cease to exist.

Our revenues and profits are difficult to predict and may vary significantly from
period to period, which could cause the price of our Equity Shares to fluctuate

Sales revenues are dependent on various factors such as the size of our developments
and the extent to which they qualify for percentage of completion treatment under our
revenue recognition policies, rights of lessors or third parties that could impair our ability
to sell properties and general market conditions. In addition, the anticipated completion
dates for our projects, are estimates based on current expectations and could change
significantly, thereby affecting our timing of sales. Our plans to sell rather than lease
most of our residential developments may increase the volatility of our revenues and
profits. The combination of these factors may result in significant variations in our
revenues and profits. Therefore, we believe that period-to-period comparisons of our
results of operations are not necessarily meaningful and should not be relied upon as




                                               5
                                                       INFORMATION MEMORANDUM


indicative of our future performance. If in the future our results of operations are below
market expectations, the price of our Shares could decline.

We may not have adequate resources to finance our real estate developments or to
service our financing obligations

Our growth plans will require us to incur substantial additional expenditure in the
current and future fiscal years for land acquisitions and development and construction
costs across our existing and new business lines. We expect to incur debt to fund portions
of this expenditure. Our ability to borrow and the terms of our borrowings will depend
on our financial condition, the stability of our cash flows and our capacity to service debt
in a rising interest rate environment. We may not be successful in obtaining additional
funds in a timely manner, on favourable terms or at all.

If we do not have access to these funds, we may be required to delay or abandon some or
all of our planned developments or reduce capital expenditures and the scale of our
operations.

We may not be able to replenish our land reserves by acquiring suitable sites

In order to maintain and grow our business, we will be required to acquire suitable sites
for development. Our ability to identify and acquire suitable sites is dependent on a
number of factors that may be beyond our control. These factors include the availability
of suitable land, the willingness of landowners to sell us land on attractive terms, the
ability to obtain an agreement to sell from all the owners where land has multiple
owners, the availability and cost of financing, encumbrances on targeted land,
government directives on land use, and the obtaining of permits and approvals for land
acquisition and development. The failure to acquire targeted land may cause us to
modify, delay or abandon entire projects, which in turn could cause our business to
suffer.

In addition, land acquisition in India has historically been subject to regulatory
restrictions on foreign investment. These restrictions are gradually being relaxed and this,
combined with the aggressive growth strategies and financing plans of real estate
development companies as well as real estate investment funds in the country, is likely to
make suitable land increasingly expensive. If we are unable to compete effectively in the
acquisition of suitable land, our business and prospects will be adversely affected.

We face uncertainty of title to our lands

The difficulty of obtaining title guarantees in India means that title records provide only
for presumptive rather than guaranteed title. The title to these lands is often fragmented
and the land may, in many cases, have multiple owners. Some of our lands may have
irregularities of title, such as non-execution or non-registration of conveyance deeds and
inadequate stamping, and may be subject to encumbrances that we may not be aware of.
While we conduct due diligence and assessment exercises prior to acquiring land and
undertaking a project, we may not be able to assess or identify all risks and liabilities
associated with the land, such as faulty or disputed title, unregistered encumbrances or
adverse possession rights. As a result, most of our lands do not have guaranteed title and
title has not been independently verified. The uncertainty of title to land makes the
acquisition process more complicated, may impede the transfer of title, expose us to legal
disputes and adversely affect our land valuations. Legal disputes in respect of land title


                                            6
                                                        INFORMATION MEMORANDUM


can take several years and considerable expense to resolve if they become the subject of
court proceedings. The failure to obtain good title to a particular plot of land may
materially prejudice the success of a development for which that plot is a critical part,
and may require us to write off expenditures in respect of the development. In addition,
lands for which we have entered into agreements to acquire but have not yet acquired
form a significant part of our growth strategy and the failure to obtain good title to these
lands could adversely impact our property valuations and prospects.

Any breach under our financing agreements could force us to sell assets or trigger a
cross-default under our other financing agreements

Our financing agreements contain restrictive covenants regarding, among other things,
our capital structure, the constitution of our Board, raising additional finance, the
disposition of assets and the expansion of our business. These agreements also require us
to maintain certain financial ratios. Should we breach any financial or other covenants
contained in any of our financing agreements, we may be required to immediately repay
our borrowings either in whole or in part, together with any related costs. We may be
forced to sell some or all of the assets in our portfolio if we do not have sufficient cash or
credit facilities to make repayments. Additionally, if our borrowings are secured against
all or a portion of our assets, lenders may be able to sell those assets. Furthermore, our
financing arrangements may contain cross default provisions which could automatically
trigger defaults under other financing arrangements, in turn magnifying the effect of an
individual default.

We may not be successful in identifying suitable projects, which may impede our
growth

Our ability to identify suitable projects is fundamental to our business and involves
certain risks, including identifying and acquiring appropriate land, appealing to the
tastes of residential customers, understanding and responding to the requirements of
commercial clients and anticipating the changing retail trends in India. In identifying
new projects, we also need to take into account land use regulations, the land’s proximity
to resources such as water and electricity and the availability and competence of third
parties such as architects, surveyors, engineers and contractors. While we have
successfully identified suitable projects in the past, we may not be as successful in
identifying suitable projects that meet market demand in the future. The failure to
identify suitable projects, build or develop saleable or lettable properties or meet
customer demand in a timely manner could result in lost or reduced profits. In addition,
it could reduce the number of projects we undertake and slow our growth.

The directors of the company may be or become involved in legal proceedings in India

Some of the directors of the Company are also the directors or employees of OCL and its
subsidiaries. OCL and its subsidiaries undertake various businesses which involve
interaction with retail clients.

Given the nature of the claims and the amounts claimed by the complainants, the
proceedings are in the ordinary course of business of OCL and its subsidiaries. Similar
legal proceedings, incidental to the operation of the real estate development business in
India may be initiated in future against the directors of OCL and its subsidiaries or the
directors of the Company and its subsidiaries.



                                            7
                                                       INFORMATION MEMORANDUM


We may not be able to compete effectively

We may face significant competition from other real estate developers, many of whom
undertake similar projects within the same regional markets as us. Given the fragmented
nature of the real estate development business, we often do not have adequate
information about the projects our competitors are developing and accordingly, we run
the risk of underestimating supply in the market. Our current property developments are
in the Karnal, Meerut, Ghaziabad and Faridabad regions and our plans are to look for
new development opportunities across India. As we seek to diversify our regional focus,
we face the risk that some of our competitors may be better known in other markets,
enjoy better relationships with landowners and international joint venture partners, gain
early access to information regarding attractive parcels of land and be better placed to
acquire such land. Increasing competition could result in price and supply volatility,
which could cause our business to suffer.

The success of our residential property business is dependent on our ability to
anticipate and respond to consumer requirements

The growing disposable income of India’s middle and upper income classes, together
with changes in lifestyle, has resulted in a substantial change in the nature of their
demands. Increasingly, consumers are seeking better housing and better amenities in
new residential developments. Our focus on the development of high quality luxury
residential accommodation requires us to satisfy these demanding consumer
expectations. The sorts of amenities now demanded by consumers include those that
have historically been uncommon in India’s residential real estate market such as 24-
hour electricity and running water and amenities such as parking, gardens, playgrounds,
swimming pools, fitness centres, tennis courts and golf courses. If we fail to anticipate
and respond to consumer requirements, we could lose potential clients to competitors,
which in turn could adversely affect our business and prospects.

The success of our commercial real estate business is dependent on the willingness
and ability of corporate customers to pay rent or purchase prices at suitable levels

Our commercial real estate business will target leading Indian and multinational
companies and financial institutions. Our growth and success will therefore depend on
the provision of high quality office space to attract and retain clients who are willing and
able to pay rent or purchase prices at suitable levels, and on our ability to anticipate the
future needs and expansion plans of these clients. We will incur significant costs for the
integration of modern fittings, contemporary architecture and landscaping. Further, the
telecommunications, broadband and wireless systems that our clients require involve
additional costs associated with installation and maintenance by third parties. In
addition, our commercial customers may choose to acquire or develop their own
commercial facilities, which may reduce the demand for our commercial properties from
these customers. In addition, if the industries in which our future format base were to
experience a slowdown or if companies in these industries were to scale down their
operations this would have an adverse effect on our business.

The success of our retail strategy depends on our ability to build malls in appropriate
locations and attract suitable retailers and customers

The success of our retail real estate business depends on our ability to recognise and
respond to the changing trends in India’s retail sector. We believe that in order to draw


                                           8
                                                        INFORMATION MEMORANDUM


consumers away from traditional shopping environments such as small local retail stores
or markets as well as from competing malls, we need to create demand for our malls
where customers can take advantage of a variety of retail options, such as large
department stores, in addition to amenities such as onsite parking and cinema
complexes.

Further, to help ensure our malls’ success, we must secure suitable anchor tenants and
other retailers as they play a key role in generating customer traffic. With the likely entry
of major international retail companies into India and their establishment of competing
retail operations, the need to attract and retain major anchor tenants and other retailers
who can successfully compete with large international retailers will increase. A decline in
retail spending or a decrease in the popularity of the retailers’ businesses could cause
retailers to cease operations or experience significant financial difficulties that in turn
could harm our ability to continue to attract successful retailers and visitors to our malls.

Our plans to develop hotels are subject to a number of contingencies and may not be
successful

We intend to use our real estate development capabilities to build and own hotels. Our
success in the development of hotels will depend on our ability to forecast and respond
to demand in an industry in which we have no experience to date. The success of this
business is also subject to our ability to select appropriate locations and joint venture
partners or management companies to operate the hotels profitably.

Our plans to develop SEZs are subject to a number of contingencies and may not be
successful

As part of our business strategy, we plan to develop special economic zones (“SEZs”).
Our success in the development of SEZs depends on our ability to attract manufacturing
or industrial units that conduct business within the SEZs as well as the continued
availability of fiscal incentives under the SEZ regime. Since the SEZ regulations have
been in force for only a relatively short time, they may not be interpreted in a consistent
manner and there may be instances of divergent opinion among local, regional and
national authorities as to their application. There is a possibility of amendment of
regulations relating to SEZs which may restrict the benefits available therefrom. The
uncertainty of application and the evolution of SEZ laws and the possibility of
withdrawal of the applicable benefits and concessions create a risk for our current and
planned investment in SEZ developments.

Our joint venture partners may not perform their obligations satisfactorily

We may in the future undertake projects through joint ventures. The success of these
joint ventures depends significantly on the satisfactory performance by our joint venture
partners and the fulfilment of their obligations. If a joint venture partner fails to perform
its obligations satisfactorily, the joint venture may be unable to perform adequately or
deliver its contracted services. In such a case, we may be required to make additional
investments in the joint venture or become liable for its obligations, which could result in
reduced profits or in some cases, significant losses. The inability of a joint venture partner
to continue with a project due to financial or legal difficulties could mean that we would
bear increased, or possibly sole, responsibility for the relevant projects.




                                            9
                                                       INFORMATION MEMORANDUM


Our projects require the services of third parties, which entails certain risks, and as we
expand geographically, we will be using contractors with whom we are not familiar

Our projects require the services of third parties. These third parties include architects,
engineers, contractors and suppliers of labour and materials. The timing and quality of
construction of the projects we develop depends on the availability and skill of those
third parties, as well as contingencies affecting them, including labour and raw material
shortages and industrial action such as strikes and lockouts. We cannot assure you that
skilled third parties will continue to be available at reasonable rates and in the areas in
which we conduct our projects. As a result, we may be required to make additional
investments or provide additional services to ensure the adequate performance and
delivery of contracted services and any delay in project execution could adversely affect
our profitability. Additionally, we rely on manufacturers and other suppliers and do not
have direct control over the products they supply, which may adversely affect the
construction quality of our developments. We have developed good working
relationships with certain major contractors. As we expand geographically, we may have
to use contractors with whom we are not familiar, which will increase the risk of cost
overruns, construction defects and failures to meet scheduled completion dates.

Increased raw material costs may adversely affect our results of operations

Our business is affected by the availability, cost and quality of the raw materials we need
to construct and develop our properties. Our principal raw materials include steel and
cement. The prices and supply of these and other raw materials depend on factors not
under our control, including general economic conditions, competition, production
levels, transportation costs and import duties. If, for any reason, our primary suppliers of
raw materials should curtail or discontinue their delivery of such materials to us in the
quantities we need and at prices that are competitive, our ability to meet our material
requirements for our projects could be impaired, our construction schedules could be
disrupted and our business could suffer.

Our business may suffer if we are unable to provide high quality property
management services

As part of our business, we may provide property management services to our
completed residential, commercial and retail developments. These services may include,
among others, book keeping, security management, building maintenance and the
operation of leisure facilities such as swimming pools and fitness centres. We believe that
our property management services will form an integral part of our business and will be
important to the successful marketing and promotion of our property developments. If
owners of the projects that we have developed elect to discontinue the services provided
by our property management subsidiary, our property management business would be
negatively impacted, which in turn could adversely affect the attractiveness of our
developments.

Revenue recognition based on the ‘percentage of completion method’ of accounting is
subject to uncertainties and inaccurate estimates

Our income from the sale of constructed properties is recognised using the percentage of
completion method. Under this method, income in respect of a project is recognised
based on the project cost, which includes the cost of acquisition of land, development and
construction costs actually incurred as a proportion of total estimated project cost and the


                                          10
                                                       INFORMATION MEMORANDUM


proportion of the saleable area of the project in respect of which bookings have been
made.

We estimate the total cost of a project prior to its commencement based on, among other
things, the size, specifications and location of the project. We re-evaluate project costs
periodically, particularly when, in our opinion, there have been significant changes in
market conditions, costs of labour and materials and other contingencies. Material re-
evaluations will affect our revenues in the relevant fiscal periods. If our estimates of
project costs are inaccurate or if contingencies, occur that materially impact our estimates,
our revenues may fluctuate significantly from period to period.

We benefit from certain tax benefits under the provisions of the Indian Income Tax
Act which, if withdrawn, may adversely affect our financial condition and results of
operations

Our business may be benefited from various tax benefits and is also expected to benefit
from SEZ related tax benefits. We may not be able to continue to avail the benefits of
these sections should the tax authorities interpret them in a manner inconsistent with our
interpretation or if some of these tax benefits are withdrawn. In addition, certain tax
benefits claimed by us in the past may be denied and we may be required to pay the
amounts in relation to the claimed tax benefits to the relevant tax authorities. This could
adversely affect our financial condition and results of operations.

We may not be able to obtain appropriate land use rights for certain parcels of land
that we have acquired or will acquire

We either have or can have a substantial portion of land in which we have various
interests but for which we have yet to obtain the relevant change of land use certificates.
Failure to obtain the relevant change of land use certificates with respect to these parcels
of land in a timely manner, or at all, means that we may not be able to use these lands for
the purposes for which they were acquired and suitably develop them in accordance
with our business plans. This could have an adverse effect on our business.

Our business is subject to extensive government regulation

The real estate industry in India is heavily regulated by the central, state and local
governments. Real estate developers must comply with a number of requirements
mandated by Indian laws and regulations, including policies and procedures established
by local authorities and designed to implement such laws and regulations. For example,
we are subject to various Land Ceiling Acts which regulate the amount of land that can
be held under single ownership.

Additionally, in order to develop and complete a real estate project, developers must
obtain various approvals, permits and licences from the relevant administrative
authorities at various stages of project development.

We may encounter major problems in obtaining the requisite approvals or licences, may
experience delays in fulfilling the conditions precedent to any required approvals and we
may not be able to adapt ourselves to new laws, regulations or policies that may come
into effect from time to time with respect to the real estate sector. There may also be
delays on the part of administrative bodies in reviewing applications and granting
approvals. If we experience material problems in obtaining or fail to obtain the requisite


                                           11
                                                      INFORMATION MEMORANDUM


governmental approvals, the schedule of development and sale or letting of our projects
could be substantially disrupted. Although we believe that our projects are in material
compliance with applicable laws and regulations, regulatory authorities may allege non-
compliance and may subject us to regulatory action in the future, including penalties,
seizure of land and other civil or criminal proceedings.

For more information, please see the Chapter titled “Business”.

The government may exercise rights of compulsory purchase or eminent domain in
respect of our lands

The Land Acquisition Act, 1894 allows the central and state governments to exercise
rights of compulsory purchase, or eminent domain, which, if used in respect of our land,
could require us to relinquish land with minimal compensation.

The likelihood of such actions may increase as the central and state governments seek to
acquire land for the development of infrastructure projects such as roads, airports and
railways. Any such action in respect of one or more of our major current or proposed
developments could adversely affect our business.

Our sales of certain developments are subject to the actions of governmental land
authorities

We either lease or plan to lease certain land from governmental land authorities. Some of
the lease agreements restrict our ability to sell, transfer or assign the lands without the
prior consent of the relevant authority. If the relevant authorities do not consent to the
transfer of lands even after we have developed them, or impose onerous terms and
conditions such as pre-emptive acquisition rights or rights to unearned increases in the
value of land, our revenues could be adversely affected.

We require certain regulatory approvals in the ordinary course of our business, and the
failure to obtain them in a timely manner or at all may adversely affect our operations

We require certain regulatory approvals, sanctions, licences, registrations and
permissions for operating our businesses, some of which may have expired. In
connection with our business, we have applied for, or are in the process of applying for,
such approvals or their renewal. We may not receive such approvals or renewals in the
time frames anticipated by us or at all, which could adversely affect our business.

Our success depends in large part upon our senior management, directors and key
personnel and our ability to retain them and attract new key personnel when necessary

Our senior management and key personnel collectively have many years of experience
with us and would be difficult to replace. We do not maintain “key man” insurance for
any of our senior managers or other key personnel. Any loss of our senior managers or
other key personnel or the inability to recruit further senior managers or other key
personnel could impair our future by impairing our day-to-day operations, hindering our
development of new projects and harming our ability to develop, maintain and expand
client relationships.




                                          12
                                                        INFORMATION MEMORANDUM


We are involved in certain legal and other proceedings in India and may face certain
liabilities as a result

We are involved in certain legal proceedings which are pending at different levels of
adjudication before various courts and tribunals. Should any new developments arise,
such as a change in Indian law or rulings against us by appellate courts or tribunals, we
may need to make provisions in our financial statements, which could increase our
expenses and our current liabilities. We can give no assurance that these legal
proceedings will be decided in our favour. Further, we may also not be able to quantify
all the claims in which we or any of our group companies are involved. Any adverse
decision may affect our business and results of operations.

There can be no assurance that the provisions we have made for litigation will be
sufficient or that further substantial litigation will not be brought against us in the future.
Failure to successfully defend these or other claims or if our current provisions prove to
be inadequate, our business and results of operations could be adversely affected.

Environmental problems could adversely affect our projects

We are required to conduct an environmental assessment for most of our projects before
receiving regulatory approval for these projects. These environmental assessments may
reveal material environmental problems, which could result in our not obtaining the
required approvals. Additionally, if environmental problems are discovered during or
after the development of a project, we may incur substantial liabilities relating to cleanup
and other remedial measures and the value of the relevant properties could be adversely
affected.

We may suffer uninsured losses

Our real estate projects could suffer physical damage from fire or other causes, resulting
in losses, including loss of rent, which may not be fully compensated by insurance. In
addition, there are certain types of losses, such as those due to earthquakes, floods,
hurricanes, terrorism or acts of war, which may be uninsurable or are not insurable at a
reasonable premium. The proceeds of any insurance claim may be insufficient to cover
rebuilding costs as a result of inflation, changes in building regulations, environmental
issues as well as other factors. Should an uninsured loss or a loss in excess of insured
limits occur, we would lose the capital invested in and the anticipated revenue from the
affected property. We would also remain liable for any debt or other financial obligation
related to that property. We cannot assure you that material losses in excess of insurance
proceeds will not occur in the future.

Our funding requirements are based on management estimates and have not been
independently appraised

Our funding requirements are based on management estimates and have not been
appraised by any bank or financial institution. In view of the highly competitive nature of
the industry in which we operate, we may have to revise our management estimates from
time to time and consequently our funding requirements may also change. This may
result in the rescheduling of our project expenditure programmes and an increase or
decrease in our proposed expenditure for a particular project.




                                            13
                                                       INFORMATION MEMORANDUM


Our statements as to areas under development are based on management estimates
and have not been independently appraised

The acreage and square footage data presented in these Listing Particulars is based on
management estimates and has not been independently appraised. Further, the acreage
and square footage actually developed may differ from the amounts presented herein,
based on various factors such as market conditions, title defects and any inability to
obtain required regulatory approvals.

We have entered into, and will continue to enter into, related party transactions

We have in the course of our business entered into transactions with related parties that
include our Promoters and companies forming part of our promoter group. We have also
acquired selected assets and liabilities from certain of our promoter group companies.
For more information regarding our related party transactions, see “Related Party
Transactions” contained in our financial statements on page 55 of this Information
Memorandum.

Any future issuance of Equity Shares may dilute your shareholding
Any future equity issuances by us may lead to the dilution of investors’ shareholdings in
our Company. Any future equity issuances by us may adversely affect the trading price
of the Equity Shares. In addition, any perception by investors that such issuances might
occur could also affect the trading price of our Equity Shares.

External risk factors

Restrictions on foreign direct investment in the real estate sector may hamper our
ability to raise additional capital

While the GOI has permitted FDI of up to 100% without prior regulatory approval in
townships, housing, built-up infrastructure and construction and development projects,
it has issued a notification titled Press Note No. 2 of 2005, which subjects such investment
to certain restrictions. Our inability to raise additional capital as a result of these and
other restrictions could adversely affect our business and prospects.

Our operations are sensitive to weather conditions

We have business activities that could be materially and adversely affected by severe
weather. Severe weather conditions may require us to evacuate personnel or curtail
services and may result in damage to a portion of our fleet of equipment or to our
facilities, resulting in the suspension of operations, and may further prevent us from
delivering materials to our project sites in accordance with contract schedules or
generally reduce our productivity. Our operations are also adversely affected by difficult
working conditions and extremely high temperatures during summer months and
during monsoon, which restrict our ability to carry on construction activities and fully
utilize our resources.

Natural calamities could have a negative impact on the Indian economy and cause our
business to suffer

India has experienced natural calamities such as earthquakes, a tsunami, floods and
drought in the past few years. Natural calamities could have a negative impact on the


                                          14
                                                       INFORMATION MEMORANDUM


Indian economy and may cause suspension, delays or damage to our current projects and
operations, which may adversely affect our business and our results of operations.

A slowdown in economic growth in India could cause our business to suffer

Our performance and growth are dependent on the health of the Indian economy. The
economy could be adversely affected by various factors such as political or regulatory
action, including adverse changes in liberalisation policies, social disturbances, terrorist
attacks and other acts of violence or war, natural calamities, interest rates, commodity
and energy prices and various other factors. Any slowdown in the Indian economy may
adversely impact our business and financial performance and the price of our Shares.

The Indian securities markets are smaller than securities markets in more developed
economies. Indian stock exchanges have in the past experienced substantial fluctuations
in the prices of listed securities. These exchanges have also experienced problems that
have affected the market price and liquidity of the securities of Indian companies, such as
temporary exchange closures, broker defaults, settlement delays and strikes by brokers.
In addition, the governing bodies of the Indian stock exchanges have from time to time
restricted securities from trading, limited price movements and restricted margin
requirements. Further, disputes have occurred on occasion between listed companies and
the Indian stock exchanges and other regulatory bodies that, in some cases, have had a
negative effect on market sentiment. If similar problems occur in the future, the market
price and liquidity of the Shares could be adversely affected.

Any downgrading of India’s debt rating by an independent agency may harm our
ability to raise debt financing

Any adverse revisions to India’s credit ratings for domestic and international debt by
international rating agencies may adversely affect our ability to raise additional financing
and the interest rates and other commercial terms at which such additional financing is
available. This could have a material adverse effect on our capital expenditure plans,
business and financial performance.

The Government of India’s SEZ policy is relatively new and has attracted political
opposition and may be restricted or withdrawn

The Government of India’s policy in respect of SEZs is currently a politically sensitive
issue in India. In addition, the Finance Ministry of India has expressed concern in respect
of tax revenues lost as a result of commercial activities enjoying fiscal exemptions under
the SEZ regime. The Government of India’s policy has been criticised on economic
grounds by the International Monetary Fund and it has been suggested that the fiscal
exemptions may be challenged by the World Trade Organisation. It is possible that, as a
result of political pressures, the procedure for obtaining SEZ status may become more
onerous or that the types of land that are eligible for SEZ status will be restricted or that
the SEZ regime will be withdrawn. Further, as the policy framework is evolving, there
could be changes in norms for land acquisition and the associated compensation
mechanisms. As the laws and regulations relating to SEZs have been in force for a
relatively short period of time, there may be some uncertainty with respect to the
interpretation and application of such laws and regulations. For example, the extent to
which businesses may set up operations, or move their existing operations, to SEZs is
unclear and possibly limited. If businesses do not move their existing operations into
SEZs, the Company will be reliant on businesses which are expanding their operations in


                                           15
                                                      INFORMATION MEMORANDUM


India as a source of potential tenants. Additionally, regulatory authorities may allege
non-compliance and may subject the Indian SPVs to regulatory action in the future,
including penalties, seizure of land and other civil or criminal proceedings under
applicable laws and regulations. Any such changes to the SEZ regime may have an
adverse impact on the Company.

Political instability or changes in the Central Government could adversely affect
economic conditions in India and consequently the Company’s business

The Company is incorporated in India, derives most of the revenues in India and
substantially all its assets are located in India. Consequently, the Company’s performance
and the market price and liquidity of the GDRs and the Shares may be affected by
changes in exchange rates and controls, interest rates, government policies, taxation,
social and ethnic instability and other political and economic developments affecting
India.

The Central Government has traditionally exercised and continues to exercise a
significant influence over many aspects of the economy. The business of the Company,
and the market price and liquidity of the Shares and the GDRs may be affected by
interest rates, changes in Central Government policy, taxation, social and civil unrest and
other political, economic or other developments in or affecting India.

Since 1991, successive Central Governments have pursued policies of economic
liberalisation and financial sector reforms. The Central Government dissolved parliament
in February 2004 and following the general elections held during April and May 2004, a
new coalition Government, the United Progressive Alliance, led by the Indian National
Congress party was formed. The new cabinet was sworn in on 22 May 2004. The current
Prime Minister of India is Dr. Manmohan Singh, a former finance minister and Mr. P.
Chidambaram is the current finance minister. The Central Government has announced its
general intention to continue India’s current economic and financial sector liberalization
and deregulation policies and encourage infrastructure projects. However, there can be
no assurance that such policies will be continued, and a significant change in the Central
Government’s policies, in particular, those relating to infrastructure development in
India, could affect business and economic conditions in India and could also adversely
affect the Company’s financial condition and results of operations. Moreover, the current
government was formed with the support of communist and other leftist parties that
have opposed certain aspects of India’s liberalization policies and of globalization.

If communal disturbances or riots erupt in India, or if regional hostilities increase, this
would adversely affect the Indian economy, the health of which the business of the
Company depends on.

India has experienced communal disturbances, terrorist attacks and riots during recent
years. If such events recur, the Company’s operational and marketing activities may be
adversely affected, resulting in a decline in its income.

The Asian region has from time to time experienced instances of civil unrest and
hostilities among neighbouring countries, including those between India and Pakistan.
Since May 1999, military confrontations between India and Pakistan have occurred in
Kashmir. The hostilities between India and Pakistan are particularly threatening because
both India and Pakistan are nuclear powers. Hostilities and tensions may occur in the
future and on a wider scale. Also, since 2003, there have been military hostilities and


                                          16
                                                     INFORMATION MEMORANDUM


continuing civil unrest and instability in Iraq and Afghanistan. Events of this nature in
the future, as well as social and civil unrest within other countries in Asia, could
influence the Indian economy and could have a material adverse effect on the market for
securities of Indian companies, including the GDRs and Shares.

A slowdown in the economic growth in India could cause the business of the
Company to suffer

The performance and the growth of the operating company businesses are necessarily
dependent on the health of the overall Indian economy. The Indian economy has shown
sustained growth over the last several years with real GDP growing at 6.5 per cent, in the
year ended 31 March 2005, 8.5 per cent, in the year ended 31 March 2004 and 4.0 per cent,
in the year ended 31 March 2003. However, the growth in industrial production in India
has been variable. Any slowdown in the Indian economy, and in particular in the
demand for housing and infrastructure, or future volatility of global commodity prices,
could adversely affect the Company’s business. In addition, increases in the prices of oil
and petroleum products could result in increased inflation, thereby curtailing the
purchasing power of the customers.

The market value of your investment may fluctuate due to the volatility of the Indian
securities markets

 Indian securities markets are more volatile than the securities markets in certain
countries which are members of the OECD. Indian stock exchanges have, in the past,
experienced substantial fluctuations in the prices of listed securities.

Indian stock exchanges (including the BSE and the NSE) have experienced problems
which, if such or similar problems were to continue or recur, could affect the market
price and liquidity of the securities of Indian companies, including the Shares. These
problems have included temporary exchange closures, broker defaults, settlement delays
and strikes by brokers. In addition, the governing bodies of Indian stock exchanges have
from time to time imposed restrictions on trading in certain securities, limitations on
price movements and margin requirements. Furthermore, from time to time, disputes
have occurred between listed companies, stock exchanges and other regulatory bodies,
which in some cases may have a negative effect on market sentiment.

Sudden substantial sales by shareholders could cause the price of equity shares to
decline

As there is no lock-in provision on the equity shares after listing, sale of substantial
number of equity shares could lead to fall in market prices of the equity shares.

Change in shareholding

With the allotment of shares by LPDC to the shareholders in terms of the Scheme of
Arrangement, the existing shareholding of OCL in LPDC will be reduced proportionately
and LPDC shall cease to be a subsidiary of OCL. As per the provisions of Companies Act,
the general body of shareholders governs the overall affairs of the Company, which is
managed through the Board of Directors. The scheme also provides that pursuant to the
transition in shareholding, directorships and control of the Company’s strategy with
respect to business, operations, and organizational structure may undergo change.



                                         17
                                                      INFORMATION MEMORANDUM


We are subject to extensive regulation by SEBI, Stock Exchanges, RBI and other
market regulators in India. New laws/rules and changes in any law and application of
current laws/rules could affect our manner of operations and profitability.


Terrorist attacks and other acts of violence or war involving India and other countries
could adversely affect the financial markets, resulting in a loss of business confidence
and adversely affect the business, results of operations and financial condition

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

After this listing, the prices of the Company’s equity shares may be volatile, or an
active trading market for the Company’s equity shares may not develop

There has been no public market for the Company’s equity shares till now and the prices
of the Company’s equity shares may fluctuate after this listing. There can be no assurance
that an active trading market for the equity shares will develop or be sustained after this
listing. The Company’s share price could be volatile.




                                          18
                                                         INFORMATION MEMORANDUM


                                     INTRODUCTION

Summary
You should read the following summary together with the risk factors and the more
detailed information about us and our financial results included elsewhere in this
Information Memorandum.

Industry Overview

The real estate sector covers residential housing, commercial offices, trading spaces such
as theatres, hotels and restaurants, retail outlets and industrial buildings such as factories
and government buildings. Real estate involves the purchase, sale and development of
land, residential and non-residential buildings. The activities of the real estate sector
encompass the housing and construction sector also.

The real estate sector in India has assumed growing importance with the liberalization of
the economy. The consequent increase in business opportunities and migration of the
labor force to towns and cities has, in turn, increased the demand for commercial and
housing space, especially rental housing. Developments in the real estate sector are being
influenced by the developments in the retail, hospitality and entertainment (e.g., hotels,
resorts, cinema theatres) industries, community services (e.g., hospitals, schools) and IT
and ITES (e.g., call centers) etc. and vice versa as well as owing to the fact that quality real
estate development prompts raising of standards of retail, hospitality etc.

Real estate is one of the major employment drivers in India. This is because of the chain
of backward and forward linkages that the sector has with other sectors of the economy.
A number of ancillary industries such as cement, steel, brick, timber, building material
etc. are dependent on the real estate industry. As a result, a unit increase in expenditure
in this sector has a multiplier effect.

Historically, the real estate sector in India was unorganised and characterised by various
factors that impeded organized dealing, such as the absence of a centralised title registry
providing title guarantee, lack of uniformity in local laws and their application, non-
availability of bank financing, high interest rates and transfer taxes, and the lack of
transparency in transaction values. In recent years however, the real estate sector in India
has exhibited a trend towards greater organisation and transparency, accompanied by
various regulatory reforms. These reforms include: support from the government of India
for the repeal of the Urban Land Ceiling Act (“ULC Act”), with nine state governments
having already repealed the ULC Act; modifications in the Rent Control Act to provide
greater protection to homeowners wishing to rent out their properties; rationalization of
property taxes in a number of states; and the proposed computerisation of land records.

The trend towards greater organisation and transparency has contributed to the
development of reliable indicators of value and the organised investment in the real
estate sector by domestic and international financial institutions, and has also resulted in
the greater availability of financing for real estate developers. Regulatory changes
permitting foreign investment are expected to further increase investment in the Indian
real estate sector. The nature of demand is also changing, with heightened consumer
expectations that are influenced by higher disposable incomes, increased globalisation
and the introduction of new real estate products and services.




                                            19
                                                       INFORMATION MEMORANDUM


These trends have benefited from the substantial recent growth in the Indian economy,
which has stimulated demand for land and developed real estate across the business
lines. Demand for residential, commercial and retail real estate is rising throughout India,
accompanied by increased demand for hotel accommodation and improved
infrastructure.

Additionally, tax and other benefits applicable to SEZs are expected to result in a new
source of real estate demand.




                                          20
                                                       INFORMATION MEMORANDUM


GENERAL INFORMATION

The Company was originally incorporated in India on December 28, 1976, under the
Companies Act as a public limited Company and as a wholly owned subsidiary of OCL.
In pursuance of the Scheme approved by the Hon’ble High Court of Orissa, the assets
and liabilities of ‘Real Estate Undertaking’ of OCL is vested in the company with effect
form the Appointed Date.

The main business of the Company is to pursue real estate activities. With Demerger the
company intends to carry on real estate business to cover all aspects of real estate
development, from the identification and acquisition of land, to the planning, execution
and marketing of its projects (including architecture, design management and interior
design), through to the maintenance and management of its completed developments, as
well as providing consultancy services on engineering, industrial and technical matters to
all forms of industries including companies engaged in construction-development of real
estate and infrastructure projects. In the commercial business area, the Company's
intention is to build, lease and sell commercial office space, with a focus on properties
attractive to large multinational tenants. The Company's intention with regard to its retail
business area is to develop, manage and lease or sell shopping malls. In the residential
area, the Company aims to build and lease or sell a wide range of properties including
houses, duplexes and apartments of varying sizes, with a focus on the higher end of the
market.

With the growth of the Indian economy and the resulting increase in corporate and
consumer incomes, as well as foreign investment, the Company believes there are
significant opportunities for growth in its three primary business areas. The Company
also intends to diversify into other real estate related business such as infrastructure
construction and development of hotels.

The Company currently has given advance for space booking in Karnal, Meerut, and
Ghaziabad projects and Shopping Mall at Faridabad.

Address of Registered Office of Company:

At/Po/Ps: Rajgangpur,
Distt: Sundargarh,
Orissa, Pin: 770 017.
Registration Number: U13100OR1976PLC000719

ISIN Number: INE197J01017

Address of Registrar of Companies:

The Registrar of Companies, Orissa
Chalachitra Bhawan, 2nd Floor,
Buxi Bazar,
Cuttack-753 001

Board of Directors as on the date of filing of the Information Memorandum:

 S. No.    Name of Directors
 1         Mr. Dharmendar Nath Davar


                                          21
                                                       INFORMATION MEMORANDUM


 2          Mr. Gaurav Dalmia
 3          Mr. Mayadhar Mishra
 4.         Mr. Gian Prakash Gupta
 5.         Mr. Basant Kumar Goswami
 6          Mr. Vijay Kumar Chopra

For further details of the Board of Directors of the Company, please refer section IV titled
as “Management”.

Compliance Officer and Company Secretary:

Mr. S.K. Chawla,
T. No. 011-43621200
Fax No. 011-41501333
E mail id- schawla@landmarkholdings.in

Bankers to the Company:

Axis Bank,
Statesman House,
Barakhamba Road,
New Delhi -110 001

Auditors:

V Sankar Aiyar & Co.
Chartered Accountants,
Satyam Cinema Complex,
Ranjit Nagar Community Centre,
New Delhi-110008
Email id: vsaau@vsnl.net

Registrar and Transfer Agent:

M/s. C.B. Management Services Pvt. Limited
P-22, Bondel Road, Kolkata-19
Tel No.033-2280-6692-6693-6694
Email id: cbmsl@cal2.vsnl.net.in
Contact Person: Mr. Sankar Ghoh.




                                          22
                                                       INFORMATION MEMORANDUM


                                  CAPITAL STRUCTURE
SHARE CAPITAL

Consequent to issue and allotment of shares pursuant to the Scheme, the Share Capital of
the Company is as follows:

                                                                         Rs.
 Authorized Share Capital

 14,00,00,000 equity Shares of Re 1 each                      14,10,00,000
 1,00,000 preference shares of Rs10 each
 Issued, subscribed and paid up share capital (before
 the implementation of the Scheme)

 5,00,000 equity shares of Re 1 each                          5,00,000
 Issued, subscribed and paid up share capital (after the
 implementation of the Scheme)

 13,41,43,160 equity shares of Re 1 each                      13,41,43,160
 Capital Reserve

 Before the Scheme                                            Nil

 After the Scheme                                             34,73,99,258

Notes:

1)       Authorized share capital of the Company at the time of incorporation was
         Rs 50,00,000 divided into 4,00,000 equity shares of Rs 10 each and 1,00,000
         preference shares of Rs 10 each.

2)       Prior to the allotment of shares as per the Scheme, the issued, subscribed and paid
         up Share Capital of the Company was Rs 5,00,000 divided into 50,000 equity
         shares of Rs 10 each.

3)       Authorized share capital of the Company has been increased to Rs 14,10,00,000
         divided into 14,00,00,000 equity shares of Re 1 each and 1,00,000 preference shares
         of Rs 10 each by a special resolution of the shareholders passed in the
         extraordinary general meeting held on November 8, 2007.

4)       Further, the face value of the equity shares has been subdivided from Rs 10 per
         share to Re 1 per share by way of a special resolution of the shareholders passed
         in the extraordinary general meeting held on November 8, 2007.

5)       As per the Clause 7.2 of the Scheme, the Company has to issue and allot
         13,36,43,160 equity shares to the members of OCL.




                                           23
                                                                INFORMATION MEMORANDUM


Notes to Capital Structure

1)       Share Capital history of our Company:

 Date    of Number of shares Face                    Issue           Consideration    Nature of Issue &
 Allotment Allotted          Value                   Price                            reason for allotment
                             "(Rs.)                  "(Rs.)

                 Equity         Pref.
 28.12.1976      -              90      10                  _            Cash         Subscribers to the
                                                                                      memorandum.
 28.12.1976      10             -       10                  _            Cash         Subscriber to the
                                                                                      memorandum
 29.12.1979      49,900         -       10                 10            Cash         Rs.5/-per share call
                                                                                      up and paid.
 1.03.1994                      (90)    -                   -            Cash         90 preference shares
                                                                                      are redeemed.
 22.11.2002           -             -                       _                         Outstanding call
                                                                                      money of Rs.5/- per
                                                                                      share called up and
                                                                                      paid.
 5.12.2002       90                     10           -                     Bonus      90 bonus shares
                                                                                      issued by adjustment
                                                                                      of capital redemption
                                                                                      reserve.
    31.03.2008   13,36,43,160       -        1              1          Non-cash         Pursuant to Scheme
                                                                                          of Arrangement
     TOTAL       13,41,43,160       0        1              1


2)       Shareholding pattern of the Company before and after the Scheme.

         Shareholding pattern of the Company before and after allotment of shares to the
         eligible shareholders of OCL, in pursuance of clause 7.2 of the Scheme is as
         follows:

CATEGORY                                          Pre Demerger                  Post Demerger

                                                  No. of equity         %       No. of equity         %
                                                  shares             holding    shares             holding
A      PROMOTERS HOLDING
1      Promoters
       Indian Promoters
       -Individual /HUF                                                              5,31,19,746     39.60
       - Bodies Corporates                               5,00,000*       100         14,00,000*       1.04
       - Trust                                                                       2,77,17,351     20.66
       Sub Total                                         5,00,000        100         8,22,36,917     61.30

B      NON-PROMOTERS HOLDING



                                             24
                                                             INFORMATION MEMORANDUM


2         Institutional Investors
(a) Mutual Funds and UTI                                        0        0.00             88,500        0.07
(b) Banks, Financial Institutions,                              0        0.00           3,28,125        0.25
    Insurance Companies (Central/State
    Govt. Institutions, Non-Government
    Institutions)
(c) Foreign Institutional Investors                             0        0.00           9,58,416        0.71
(d) Foreign Financial Institution                               0        0.00               0.00        0.00
    Sub Total                                                   0        0.00          13,75,041        1.03

3         Others
(a)       Private Corporate Bodies                              0        0.00        2,48,37,390       18.52
(b) Individuals
    - Individuals shareholders holding                          0        0.00        1,71,88,446       12.81
      nominal share capital upto Rs. 1
      Lakh
    - Individual shareholders holding                           0        0.00          77,22,660        5.76
      nominal share capital in excess of
      Rs. 1 Lakh
(c) NRIs                                                        0        0.00           5,80,005        0.43
(d) Foreign National                                            0        0.00             54,240        0.04
(e) Clearing member                                             0        0.00           148,461         0.11
    Sub Total                                                   0        0.00        5,05,31,202       37.67
          GRAND TOTAL                                    5,00,000        100        1,34,143,160      100.00

*           The shares of the Company before the allotment of shares pursuant to the Scheme were
            held by OCL India Limited along with its nominees and joint holders.

**          Includes 5,00,000 equity shares held by OCL prior to the Scheme as these shares are not
            cancelled pursuant to the Scheme.

The shares of the company are not yet listed and as such are not tradable. The
information as to the top 10 shareholders as on the date of filing of the Information
Memorandum (considering allotment of shares) and as on the date 10 days prior to it is
as follows:

I a) Top ten shareholders 10 days prior to the date of the Information Memorandum

    Sr.     Name of Shareholders                            Number of           % to total capital
    No.                                                    Equity Shares
    1.      OCL India Limited with joint holders
                                                              5,00,000                100%
            and/ or nominees

I b) Top ten shareholders of the Company on the date of Information Memorandum.

    Sr.        Name of Shareholders                         Number of           % to total capital
    No.                                                    Equity Shares
     1. Yadu Hari Dalmia                                    3,40,56,879              25.39%



                                                25
                                                  INFORMATION MEMORANDUM


  2.   Mridu Hari Dalmia (C/o M H Dalmia          2,76,55,227        20.62%
       Parivar Trust
  3.   Dharti Investments and Holdings            1,05,22,899         7.84%
       Limited
  4.   Mridu Hari Dalmia                           70,62,930          5.27%

  5.   Abha Dalmia                                 58,87,803          4.39%

  6.   Raghu Hari Dalmia                           34,74,465          2.59%

  7.   Skil Sez Infrastructure Holdings Private    22,67,364          1.69%
       Limited

  8.   Jai Kumar Jain                              22,02,621          1.64%

  9.   Shreevallabh Orthopedic Instrument (P)      20,47,500          1.53%
       Limited

 10.   Yugalshree Tonics & Foods Pvt. Ltd.         20,47,500          1.53%


(II)(a) Statement showing details of Depository Receipts (DRs)

  Sr. No.       Type of    Number of      Number of    Shares underlying outstanding
            outstanding DR outstanding      shares       DRs as a percentage of total
             (ADRs, GDRs,      DRs       underlying     number of shares {i.e., Grand
               SDRs, etc.)             outstanding DRs Total (A)+(B)+(C) indicated in
                                                       Statement at para (I)(a) above}
    1.             0            0             0                       0
  TOTAL            0            0             0                       0

(II)(b) Statement showing Holding of Depository Receipts (DRs), where underlying
        shares are in excess of 1% of the total number of shares

  Sr. No.     Name of the      Type of   Number of shares Shares underlying outstanding
              DR Holder      outstanding   underlying      DRs as a percentage of total
                              DR (ADRs, outstanding DRs number of shares {i.e., Grand
                             GDRs, SDRs,                  Total (A)+(B)+(C) indicated in
                                 etc.)                    Statement at para (I)(a) above}
    1.             0               0           0                        0
  TOTAL            0               0            0                       0




                                         26
                                                     INFORMATION MEMORANDUM


List of the persons/ entities comprising Promoters/ Promoters group

Given below is a list of entities constituting promoter group of LPDC either by
themselves or jointly with other entities and their group companies.


 Kabirdas Investments Limited                 Sri Madhava Minerals & Properties
                                              Limited
 Dalmia Agencies Pvt. Limited                 Sri Shanmugha Mines & Minerals Limited
 Swank Services Pvt. Ltd.                     Sri Swaminatha Mines & Minerals Limited
 Marathwada Refractories Limited              Sri Subramanya Mines & Minerals Limited
 Hari Machines Limited                        Sri Trivikrama Mines & Properties Limited
 National Synthetics Limited                  Sri Dhandauthpani Mines &Minerals
                                              Limited
 Dalmia Group Udyog Ltd.                      Sri Madhusudana Mines & Properties
                                              Limited
 First Capital India Limited                  Eswar Cements Private Limited
 Himalayan Natural Products Limited           Dalmia Cement (Meghalaya) Limited
 Satya Miners and Transporters Limited        Anupama Investment Limited
 Kanika Investments Ltd.                      Debikay Systems Ltd
 D. I. Properties Limited                     Dapel Investments Pvt. Ltd
 Geetee Estates Limited                       Dalmia Institute of Scientific & Industrial
                                              Research
 Avnija Properties Ltd.                       Dalton International Ltd
 Ishita Properties Ltd.                       Grandeur Travels & Tours (P) Ltd
 Mayuka Investment Ltd.                       Landmark Landholdings (P) Ltd
 Keshav Power Ltd.                            Ansal Landmark Townships (P) Ltd.
 Sita Investment Company Ltd.                 Epic Mercantiles Ltd.
 Shree Nirman Ltd.                            Eik Rivers Ceramics Ltd.
 Shri Natraj Ceramic & Chemical               Lions Commercial Company Ltd.
 Industries Ltd.and its subsidiary
 Shri Chamundesawari Minerals Ltd.            Dalmia Cement (Bharat) Limited
 Sri Rangam Properties Limited.               Artech Infosystems (P) Ltd.
 Hemshila Properties Limited.                 Agrico Ltd.
 Himshikar Investment Limited.                Astir Properties Pvt. Ltd.
 Dalmia Minerals & Properties Limited.        OCL Iron and Steel Limited
 Shree Radha Krinshna Broker & Holdings       Kashmissa Industries Ltd.
 Limited.
 Seeta Estates & Brokers Limited              Madhukar Investments Ltd.
 Shri Rangam brokers & Holdings Limited       Sri Kesava Mines & Minerals Limited
 Arjuna Brokers & Minerals Limited            R.H. Dalmia Trust




                                         27
                                                     INFORMATION MEMORANDUM


                           SCHEME OF ARRANGEMENT

Rationale as provided in the Scheme:

a.    OCL India Limited (“OCL”) is a listed company presently engaged inter alia in the
      following businesses - manufacture and sale of cement and refractory products,
      manufacture and sale of steel and sponge iron products and operations relating to
      the real estate sector.

b.    Dalmia Cement (Meghalaya) Limited (“DCML”) is a wholly owned subsidiary of
      Dalmia Cement (Bharat) Limited (“DCBL”) and is pursuing the cement
      manufacturing business. DCML is evaluating various projects in the eastern
      region, with the objective of building manufacturing capacity in that region.

c.    As part of an overall scheme of restructuring, the managements of OCL and
      DCML have concurred on a plan whereby OCL will demerge its 2 businesses of
      steel and real estate related operations to two standalone entities. Post-demerger,
      OCL would be a pure ‘cement and refractory products’ player. As the next step of
      restructuring, it is planned that DCML be consolidated with OCL via
      amalgamation to pool the like businesses.

d.    The management is of the opinion that the segregation of OCL will bring about
      the desired amount of management focus on each of the 3 businesses and unlock
      value for its stakeholders; further, consolidation of DCML with OCL would lead
      to pooling of capacities, building scale, synergies in operations, cost savings, etc
      for the 2 similar businesses.

e.    Thus, the present Scheme of Arrangement (hereinafter referred to as “this
      Scheme”) would involve transfer on a going concern basis, of the Steel
      Undertaking (“Demerged Undertaking 1” as defined later in this Scheme) into
      OCL Iron and Steel Limited (“OISL”, a wholly owned subsidiary of OCL) and of
      the Real Estate Undertaking (“Demerged Undertaking 2” as defined later in this
      Scheme) into Konark Minerals Limited (“KML”, a wholly owned subsidiary of
      OCL), with OCL focusing on the “Remaining Business” (as defined later in this
      Scheme), and in consideration thereof, issue of equity shares by OISL and KML to
      the shareholders of OCL on a proportionate basis, pursuant to sections 391 to 394
      and other relevant provisions of the Companies Act, 1956 and in compliance with
      the norms laid down under section 2 (19AA) of the Income Tax Act, 1961.
      Subsequently, to facilitate consolidation of DCML with post-demerger OCL, this
      Scheme also involves transfer on a going concern basis of the entire assets and
      liabilities of the Merged Undertaking of DCML (“Merged Undertaking” as
      defined later in this Scheme) into OCL and in consideration thereof, issue of
      equity shares by OCL to the shareholders of DCML on a proportionate basis,
      pursuant to sections 391 to 394 and other relevant provisions of the Companies
      Act, 1956 and in compliance with the norms laid down under section 2 (1B) of the
      Income Tax Act, 1961.

f.    This restructuring is intended to rationalize and simplify the structure of holding
      and ownership in companies so that there is alignment of interest of all
      shareholders and to provide greater business focus to OCL, OISL and KML. This
      will also provide scope for individual collaboration and expansion without
      committing the existing organization in its entirety.


                                         28
                                                      INFORMATION MEMORANDUM



g.     Post this restructuring, OCL is expected to be better poised for meeting future
       growth opportunities, gain the advantage of cost savings and improvement of its
       earnings potential.

h.     The Board of Directors of OCL, OISL, KML and DCML are of the opinion that the
       merger and demerger should benefit the shareholders, creditors, employees of all
       these companies and the general public.

Details of the Scheme

The salient features of the Scheme, as reproduced here, are:-

a)     In the Scheme

       (i)     “Transferor Company” means OCL in context of Demerger 1 and
               Demerger 2 and DCML in context of Merger, and should be construed
               accordingly.

       (ii)    “Transferee Company” means OISL in context of Demerger 1, KML in
               context of Demerger 2 and OCL in context of Merger and should be
               construed accordingly.

b)     Appointed Date

       (i)     Appointed Date for Demerger of Steel Undertaking of OCL into OISL and
               Real Estate Undertaking of OCL into KML is January 1, 2007

       (ii)    Appointed Date for Merger of DCML with OCL is July 1, 2007.

c)     Transfer of Undertaking

       (i)     With effect from the Appointed Date all assets and liabilities of the Steel
               Undertaking of OCL, without any further act or deed shall be transferred
               to OISL.

       (ii)    With effect from the Appointed Date all assets and liabilities of the Real
               Estate Undertaking of OCL, without any further act or deed shall be
               transferred to KML.

       (iii)   With effect from the Appointed Date all assets and liabilities of DCML
               without any further act or deed shall be transferred to OCL.

d)     Dissolution

       (i)     DCML shall be dissolved without the process of winding up, upon the
               coming into effect of this Scheme, in accordance with the provisions of the
               Act and the rules made thereunder.




                                          29
                                                     INFORMATION MEMORANDUM


e)   Issuance of Shares

     (i)     3 shares of face value Rs 1 each in OISL for every 1 share of face value Rs 2
             each held in the OCL as on the Specified Date (as defined in the Scheme of
             Arrangement);

     (ii)    3 shares of face value Rs 1 each in KML for every 1 share of face value Rs 2
             each held in OCL as on the Specified Date (as defined in the Scheme of
             Arrangement); and

     (iii)   61 shares of face value Rs 2 each in OCL for every 100 shares of face value
             Rs 2 each held in DCML as on the Specified Date (as defined in the Scheme
             of Arrangement).


f)   Contracts and Deeds


     (i)     Upon the coming into effect of this Scheme and subject to other provisions
             of this Scheme, all contracts, deeds, bonds, agreements, schemes,
             engagements, arrangements and other instruments of whatsoever nature
             in relation to the Merged Undertaking/ Demerged Undertaking to which
             the Transferor Company is a party or to the benefit of which the
             Transferor Company may be eligible, and which are subsisting or having
             effect immediately before the Effective Date, shall be in full force and
             effect by or against or in favour, as the case may be, of the Transferee
             Company and may be enforced as fully and effectually as if, instead of the
             Transferor Company, the Transferee Company had been a party or
             beneficiary or obligee thereto.

     (ii)    Without prejudice to other provisions of the Scheme and notwithstanding
             that vesting of the Merged Undertaking/ Demerged Undertaking with the
             Transferee Company occurs by virtue of this Scheme itself, the Transferee
             Company may, at any time after the coming into effect of this Scheme in
             accordance with the provisions hereof, if so required under any law or if it
             is otherwise considered necessary or expedient, execute deeds,
             confirmations or other writings or tripartite arrangements with any party
             to any contract or arrangement to which the Transferor Company was a
             party or any writings as may be necessary to be executed merely in order
             to give formal effect to the above provisions. The Transferor will, if
             necessary, also be a party to the above to the extent permissible. The
             Transferee Company shall be deemed to be authorized to execute any such
             deeds, writings or confirmations and to implement or carry out all
             formalities required on the part of the Transferor Company to give effect
             to the provisions of this Scheme.


g)   Legal Proceedings

     (i)     Upon the coming into effect of this Scheme, all legal or other proceedings
             (including before any statutory or quasi-judicial authority or tribunal) by
             or against the Transferor Company under any statute, whether pending on
             the Appointed Date, or which may be instituted any time in the future


                                        30
                                               INFORMATION MEMORANDUM


        (relating to any period prior to the appointed date) and in each case
        relating to the relevant Merged Undertaking/ Demerged Undertaking
        shall be continued and enforced by or against the Transferee Company
        after the Effective Date and shall not abate or be discontinued nor be in
        any way prejudicially affected by reason of the demerger of the relevant
        Merged Undertaking/ Demerged Undertaking or anything contained in
        the Scheme. In the event of any difference or difficulty in determining
        whether any specific legal or other proceeding relates to a given Merged
        Undertaking/ Demerged Undertaking or not, the decision of the Board of
        Directors of the Transferor Company in this regard shall be conclusive
        evidence of the relationship with the relevant Merged Undertaking/
        Demerged Undertaking.

(ii)    The Transferee Company undertakes to have all legal proceedings
        initiated by or against the Transferor Company referred to in Clause 16.1
        of the Scheme transferred into its name and to have the same continued,
        prosecuted and enforced by or against the Transferee Company to the
        exclusion of the Transferor Company. The respective companies shall
        make relevant applications in that behalf to the extent permissible. All
        costs and consequences of such proceeding shall be borne by the
        Transferee Company.

(iii)   In the event that the legal proceedings referred to herein require the
        Transferor Company to be jointly treated as party thereto, the Transferee
        Company shall prosecute or defend such proceedings in co-operation with
        the Transferor Company at its cost and consequence.

(iv)    Notwithstanding the aforesaid, OCL agrees to have the legal proceedings
        with regard to the Captive Coal Block, continued, prosecuted and
        enforced in its name, including with regard to the share of OISL in the
        Captive Coal Block. However, the costs of such legal proceedings shall be
        shared between OCL and OISL in their respective share of extractable
        reserves in the Captive Coal Block.

(v)     Notwithstanding the above, in case the proceedings referred to in Clause
        16.1 of the Scheme cannot be transferred for any reason, or the transfer
        takes time, till such transfer the Transferor Company shall defend the
        same in accordance with the advice of the relevant Transferee Company
        and at the cost and consequences of the Transferee Company, and the
        relevant Transferee Company shall reimburse, indemnify and hold
        harmless the Transferor Company against all liabilities and obligations
        incurred by the Transferor Company in respect thereof.

(vi)    On and from the Effective Date, the Transferee Company shall and may, if
        required, initiate any legal proceedings in relation to the rights, title,
        interest, obligations or liabilities of any nature whatsoever, whether under
        contract or law or otherwise, of the Transferor Company in the same
        manner and to the same extent as would or might have been initiated by
        the Transferor Company.




                                   31
                                                     INFORMATION MEMORANDUM


h)   Taxes

             It is clarified that all taxes (direct or indirect), cess, fee or other charges
             payable or any refunds and claims receivable by the Transferor
             Company, relating to the Demerged Undertaking 1/ Demerged
             Undertaking 2 and by DCML, from the Appointed Date onwards shall,
             for all purposes, be treated as the tax liabilities or refunds and claims of
             the Transferee Company. Accordingly, upon the Scheme becoming
             effective, the Transferor Company and Transferee Company are expressly
             permitted to revise their tax returns and related documents, and to claim
             refunds/ credits, pursuant to the provisions of this Scheme.


i)   Saving of Concluded Transactions


             Transfer and vesting of the assets, liabilities, rights and obligations of the
             Merged Undertaking and the Demerged Undertaking 1/ Demerged
             Undertaking 2 and continuance of the proceedings by or against the
             Transferee Company shall not in any manner affect any transaction or
             proceedings already completed by the Transferor Company on or before
             the Appointed Date to the end and intent that the Transferee Company
             accept all such acts, deeds and things done and executed by and/ or on
             behalf of the Transferor Company as acts, deeds and things done and
             executed by and on behalf of the Transferee Company.

j)   Applications to High Court/ Other Authority

     (i)     The Transferor Company and Transferee Company shall, with all
             reasonable dispatch, make applications to the relevant Hon’ble High
             Courts seeking orders for dispensing with or convening, holding and
             conducting the meetings of the respective classes of the members and/ or
             creditors as may be directed by the said Hon’ble High Courts.

     (ii)    On the Scheme being agreed to by the requisite majorities of the classes of
             the members and/or creditors of the Transferor Company and Transferee
             Company as directed by the Hon’ble High Courts, the Transferor
             Company and Transferee Company shall, with all reasonable dispatch,
             apply to the relevant Hon’ble High Courts, for sanctioning the Scheme
             under Sections 391 and 394 of the Act, and for such other order or orders,
             as the said Hon’ble High Courts or such other authority having
             jurisdiction under law may deem fit for carrying this Scheme into effect.

     (iii)   For the purpose of issue of equity shares pursuant to the Demerger, the
             Transferee Company may obtain such approvals and clearances as may be
             required under applicable law. Where necessary, with respect to a
             shareholder or class of shareholders, as may be appropriate, without
             prejudice to Clause 3 of the Scheme, the Transferee Company shall be
             entitled to make such other arrangements as may be required for the issue
             and allotment of shares, including the setting up of a trust to hold and/ or
             to dispose off the shares with the understanding that the interests of




                                         32
                                                      INFORMATION MEMORANDUM


             shareholders shall be protected at all times subject to applicable law and
             taxes.


k)   Conduct of Business/ Employees


     (i)     With effect from the Appointed Date and up to and including the Effective
             Date, the Transferor Company:

             (a)    shall be deemed to have been carrying on all business and
                    activities relating to the Merged Undertaking/ Demerged
                    Undertaking and stand possessed of all assets, rights, title, interest
                    and authorities of the Merged Undertaking/ Demerged
                    Undertaking for and on account of, and in trust for, the Transferee
                    Company; and

             (b)    all profits accruing to the Transferor Company, or losses arising or
                    incurred by them (including the effect of taxes, if any, thereon),
                    relating to the Merged Undertaking/ Demerged Undertaking shall
                    for all purposes, be treated as the profits, taxes or losses, as the case
                    may be, of the Transferee Company.

     (ii)    The Transferor Company undertakes that it will from the date of approval
             of the Scheme by its Board of Directors and also from approval of the
             Board of Directors of the Transferee Company, or the Appointed Date,
             whichever is earlier, and up to and including the Effective Date preserve
             and carry on the Merged Undertaking/ Demerged Undertaking with
             diligence and prudence and agree that it will not, in any material respect,
             without the prior written consent of the relevant Transferee Company,
             alienate, charge or otherwise deal with or dispose off the Merged
             Undertaking/ Demerged Undertaking or any part thereof except in the
             ordinary course of business or undertake substantial expansion of the
             Merged Undertaking/ Demerged Undertaking, other than expansions
             which have already been commenced.

     (iii)   The Transferee Company undertakes to engage, such employees as are
             determined under Clause 1 of this Scheme, as being substantially engaged
             in the relevant Merged Undertaking/ Demerged Undertaking and who
             are in the employment of the Transferor Company immediately preceding
             the Effective Date, on terms and conditions not less favourable than those
             on which they are engaged by the Transferor Company, without any
             interruption of service as a result of the transfer of Merged Undertaking/
             Demerged Undertaking to the Transferee Company. The Transferee
             Company agree that for the purpose of payment of any compensation,
             gratuity and other terminal benefits, the past services of such employees
             with the Transferor Company shall also be taken into account, and agree
             and undertake to pay the same as and when payable in accordance with
             prevailing law.

     (iv)    Upon the Scheme coming into effect, the accounts of the employees, who
             are employed by the Transferor Company and who fall under Clause 17.3
             of the Scheme, relating to the Provident Fund, Gratuity Fund and Pension


                                         33
                                                      INFORMATION MEMORANDUM


             and/or Superannuation Fund and any other Fund, shall be identified,
             determined and transferred to the respective funds of the Transferee
             Company and the employees shall be deemed to have become members of
             such trusts/ respective funds set up by the Transferee Company or set up
             under any statutory provisions/ schemes framed by Life Insurance
             Corporation or any other qualified insurer. The Transferor Company and
             the Transferee Companies shall co-operate and take all such steps as may
             be necessary to give effect to the provisions of this clause, with the end
             and intent that the interests of employees are protected. The Transferor
             Company agrees to stand in and support the Transferee Company, during
             the period that the Funds or employee benefit arrangements of Transferee
             Company are set up, subject to applicable law.

     (v)     Notwithstanding anything else contained in this Scheme, between the
             Appointed Date and Effective Date, OCL shall be entitled to raise funds
             for the expansion of Remaining Business or any other purpose, in any
             manner as considered suitable by the Board of Directors of OCL, whether
             by means of rights issue, preferential issue, public issue or any other
             manner whatsoever. Further, such funds may be raised by means of any
             instrument considered suitable by the Board of Directors of OCL,
             including equity/ equity linked instruments, convertible/ non convertible
             bonds, debentures, debt etc. While proceeding with such capital raising
             plans, OCL shall ensure that the interests of shareholders of OCL and
             DCML shall not be prejudicially affected, given the pendency of the
             Scheme, and it shall take appropriate steps for preserving their interests.
             Further, if considered appropriate, the terms of issue of the instrument
             used for capital raising may provide that the funds shall be utilized solely
             for the purpose of Remaining Business and that the instrument holders
             shall not be entitled to any shares in OISL and KML. Prior to undertaking
             any steps pursuant to this Clause, the approvals of the Boards of OCL,
             OISL, KML and DCML shall be duly obtained.

l)   Liabilities

             In accordance with clause 4.7 and 5.7 and other relevant provisions of the
             Scheme, upon the coming into effect of the Scheme, the following
             liabilities and obligations of OCL as on the Appointed Date and being a
             part of the Demerged Undertakings shall, without any further act or deed
             be and shall stand transferred to OISL and KML respectively:

             (i)     the liabilities which arose out of the activities or operations of the
                     Demerged Undertakings;

             (ii)    specific loans or borrowings raised, incurred and utilized solely for
                     the activities or operations of the Demerged Undertakings;

             (iii)   in cases other than those referred to in sub-clauses (a) and (b) above,
                     proportionate part of the general or multipurpose borrowings and
                     liabilities of OCL allocable to the Demerged Undertakings in the
                     same proportion in which the value of the assets transferred under
                     this Scheme bears to the total value of the assets of OCL
                     immediately before the demerger.


                                          34
                                                     INFORMATION MEMORANDUM



             Accordingly, the multipurpose borrowings including but not limited to
             listed debentures and fixed deposits will be split in accordance with the
             method prescribed under the Income Tax Act, 1961. Consequent to the
             aforesaid split, the companies (ie OCL, OISL and KML) will take all
             necessary steps including reissue of securities, dealing with fractional
             entitlements, listing with exchanges, obtaining approvals, entering into
             arrangements with interested parties etc.


m)   Modification or Clarification


     (i)     The Transferor Company (by their Directors or their committee thereof)
             and the Transferee Company (by their Directors or their committee
             thereof) may assent to any modification(s) or amendment(s) in this
             Scheme which the Court and/ or any other Authority or any other body
             may deem fit to direct or impose or which may otherwise be considered
             necessary or desirable for implementing and/ or carrying out the Scheme
             or which may be considered necessary due to any change in law and the
             Transferor Company (by their Directors or their committee thereof) and
             the Transferee Company (by their Directors or their committee thereof) be
             and are hereby authorized to take such steps and do all acts, deeds and
             things as may be necessary, desirable or proper to give effect to this
             Scheme and to resolve any doubts, difficulties or questions whether by
             reason of any orders of the Court or of any directive or orders of any other
             authorities or otherwise howsoever arising out of, under or by virtue of
             this Scheme and/ or any matters concerning or connected therewith.

     (ii)    The expression ‘any other Authority’ in the preceding Clause shall include
             Securities and Exchange Board of India (SEBI) and the stock exchanges
             with which the shares of the OCL are listed and with which a copy of this
             Scheme is filed in terms of the Listing Agreement.

     (iii)   Any issue as to whether any asset or liability pertains to or is relatable to
             the Demerged Undertaking 1/ Demerged Undertaking 2 or not shall be
             solely decided by the Board of Directors of OCL, on the basis of evidence
             that they may deem relevant for the purpose (including the books or
             records of the Transferor Company).

     (iv)    If any part of this Scheme is found to be unworkable for any reason
             whatsoever, the same shall not, subject to the decision of the respective
             Boards of Directors of the Transferor Company and Transferee Company,
             affect the adoption or validity or interpretation of the other parts and/ or
             provisions of this Scheme. It is hereby clarified that the Board of Directors
             of the Transferor Company and Transferee Company may in their
             absolute discretion, adopt any part of this Scheme or declare the entire
             Scheme to be null and void and in that event no rights and liabilities
             whatsoever shall accrue to or be incurred inter se by the parties or their
             shareholders or creditors or employees or any other person. In such case
             each Company shall bear its own cost or bear costs as may be mutually
             agreed.



                                        35
                                                       INFORMATION MEMORANDUM


n)     Conditionality of Scheme

               The Scheme is conditional upon and subject to:

              (i)     The Scheme being agreed to by the respective requisite majorities of
                      the various classes of members and creditors (where applicable) of
                      the Transferor Company and Transferee Company as required
                      under the Act and the requisite sanction and orders of the Hon’ble
                      High Courts being obtained; and

              (ii)    The certified copies of the above orders of the Hon’ble High Courts
                      being filed with the jurisdictional Registrar of Companies by
                      Transferor Company and Transferee Company.

o)     Effect of Non-Approvals


               In the event of this Scheme failing to take effect finally by December 31,
               2008 or by such later date as may be agreed upon by the respective Boards
               of Directors of the Transferor Company and Transferee Company, this
               Scheme shall become null and void and in that event no rights and
               liabilities whatsoever shall accrue to or be incurred inter se by the parties
               or their shareholders or creditors or employees or any other person. In
               such case each company shall bear its own cost or as may be mutually
               agreed.

p)     Costs, Charges and Expenses


               All past, present and future costs, charges, levies, duties, and expenses in
               relation to or in connection with or incidental to the Scheme or the
               implementation thereof shall be borne by OISL & KML in the ratio of 50:50
               respectively. Notwithstanding the aforesaid, stamp duty costs (if any)
               shall be borne by OCL (for Merger), OISL (for Demerger 1) and KML (for
               Demerger 2). All the aforesaid expenses shall be referred to as “Expenses
               of Scheme.


Definition of “Demerged Undertaking 2” or “Real Estate Undertaking” as per the
Scheme of Arrangement

“Demerged Undertaking 2” means the Real Estate Undertaking of OCL comprising inter
alia the business activity of investing, lending, purchase, sale, rent of real estate,
participating in various real estate ventures, or other activities relating to such business,
being carried on by OCL on a going concern basis, along with all related assets, liabilities,
employees, rights, powers and shall include (without limitation):

•      all properties and assets, moveable and immoveable, tangible and intangible,
       corporeal and incorporeal, in possession, or in reversion, present and contingent
       of whatsoever nature, wheresoever situate, with all advances, deposits, sundry
       debtors, inventories, cash and bank balances, bills of exchange, as appearing in
       the books of accounts of OCL pertaining or relatable to the Real Estate
       Undertaking and leases and agency of OCL pertaining to the Real Estate


                                           36
                                                      INFORMATION MEMORANDUM


    Undertaking and all other interests or rights in or arising out of or relating to the
    Real Estate Undertaking together with all respective rights, powers, interests,
    charges, privileges, benefits;

•   cash and cash equivalents of Rs 2.40 crores;

•   all liabilities present and future (including the liabilities allocable as per Clause 5.7
    (c) of this Scheme) and the specific contingent liabilities pertaining to or relatable
    to the Demerged Undertaking 2;

•   all debts, liabilities, duties and obligations of OCL, statutory, contractual or
    otherwise, relating to the Real Estate Undertaking pertaining to a period prior to
    the Appointed Date, including any liability under the Income Tax Act arising out
    of disallowance of expenditure, addition to income, denial or reduction,
    inadmissible deduction, allowance, exemption, relief, rebate etc. relating or
    attributable to the Real Estate Undertaking, (whether recorded/ provided in the
    books of accounts or not, whether claimed or demanded before or after the day
    immediately preceding the Appointed Date).

•   all rights and licenses, all assignments and grants thereof, all permits,
    registrations, rights (including rights under any agreement, contracts,
    applications, letters of intent, or any other contracts), regulatory approvals,
    entitlements, licenses, municipal permissions, goodwill, approvals, consents,
    tenancies, easements, advantages, financial assets, hire purchase and lease
    arrangements, the benefits of guarantees issued by Transferor Company in
    relation to the Demerged Undertaking 2, privileges, all other claims, rights and
    benefits (including under any powers of attorney issued by the Transferor
    Company in relation to the Demerged Undertaking 2 or any powers of attorney
    issued in favour of OCL or from or by virtue of any proceeding before a legal,
    quasi judicial authority or any other statutory authority to which the Transferor
    Company was a party), powers and facilities of every kind, nature and
    description whatsoever, rights to use and avail of telephones, telexes, facsimile
    connections and installations, utilities, electricity, water and other services,
    provisions, funds, benefits of all agreements, contracts and arrangements and all
    other interests in connection with or relating to the Demerged Undertaking 2;

•   all employees of OCL substantially engaged in the Demerged Undertaking 2 and
    those employees that are determined by the Board of Directors of OCL, to be
    substantially engaged in or in relation to the Demerged Undertaking 2;

•   all deposits and balances with Government, Semi-Government, local and other
    authorities and bodies, customers and other persons, earnest moneys and/ or
    security deposits paid or received by OCL, directly or indirectly in connection
    with or in relation to the Demerged Undertaking 2;

•   all books, records, files, papers, records of standard operating procedures,
    computer programmes along with their licenses, manuals and back up copies,
    drawings, other manuals, data catalogues, quotations, sales and advertising
    materials, lists of present and former customers and suppliers, customer credit
    information, customer pricing information, and other records whether in physical
    or electronic form, directly or indirectly in connection with or relating to the
    Demerged Undertaking 2;


                                         37
                                                        INFORMATION MEMORANDUM



but shall not include any assets or liabilities relating to the Remaining Business or Steel
Undertaking of the OCL.

It is intended that the definition of Real Estate Undertaking under this clause would
enable the transfer of all property, assets and liabilities of the Real Estate Undertaking to
KML pursuant to this Scheme.

The entire text of the Scheme has been filed with the Stock Exchanges on June 4, 2007 and
the same should be read as to include and be part of this Information Memorandum.

Approvals with respect to the Scheme of Arrangement

The Hon’ble High Court of Orissa vide their Order dated November 27, 2007 has
approved the Scheme. In accordance with the said Scheme, the equity shares of LPDC
issued pursuant to the Scheme, subject to applicable regulations shall be listed and
admitted to trading on the BSE and the NSE. Such listing and admission for trading is
not automatic and will be subject to such other terms and conditions as may be
prescribed by the Stock Exchanges at the time of application by LPDC seeking listing.

The aforesaid Order of the Hon’ble High Court of Orissa was filed by OCL and LPDC
with the Registrar of Companies (“ROC”), Orissa, Cuttack and the Scheme was made
effective from December 20, 2007.

Subsequently, SEBI, vide its letter no. CFD/DIL/JAK/130025/2008 dated June 26 ,2008
has granted relaxation from the strict enforcement of the requirement of Rule 19(2)(b) of
the Securities Contract Regulation (Rules), 1957 (SCRR) for the purpose of listing of
shares of LPDC subject to the transferee company, viz., LPDC, complying with all the
provisions of clause 8.3.5 of the SEBI (DIP) Guidelines, 2000.

LPDC has submitted its Information Memorandum, containing information about itself,
making disclosures in line with the disclosure requirement for public issues, as
applicable, to BSE and NSE for making the said Information Memorandum available to
public through their websites

This Information Memorandum is being made available on the website of LPDC
www.landmarkproperty.co.in. LPDC will publish an advertisement in the newspapers
containing its details in line with the details required as per clause 8.3.5.4 of SEBI (DIP)
Guidelines. The advertisement will draw a specific reference to the availability of this
Information Memorandum on the website of LPDC as well as the Stock Exchanges.

LPDC also undertakes that all material information about itself shall be disclosed to stock
exchanges on a continuous basis so as to make the same available to public, in addition to
the requirements, if any, specified in Listing Agreement for disclosures about the
subsidiaries.




                                           38
                                                       INFORMATION MEMORANDUM


                              STATEMEMT OF TAX BENEFITS

The Board of Directors
Landmark Property Development Company Limited
(formerly known as Konark Minerals Limited)
Rajgangpur, Dist. Sundargarh
Orissa – 770 017

Dear Sirs,

Statement of Possible Tax Benefits available to Landmark Property Development
Company Limited and its shareholders

We report that the enclosed statement states the possible tax benefits available to
Landmark Property Development Company Limited (‘the Company’) and to the
shareholders of the Company under the Income Tax Act, 1961 and Wealth Tax Act, 1957,
presently in force in India. Several of these benefits are dependent on the Company or its
shareholders fulfilling the conditions prescribed under the relevant provisions of the
statute. Hence, the ability of the Company or its shareholders to derive the tax benefits is
dependent upon their fulfilling such conditions, which based on business imperatives the
Company faces in the future, the Company may or may not choose to fulfill.


The benefits discussed in the enclosed statement are not exhaustive. This statement is
only intended to provide general information and is neither designed nor intended to be
a substitute for professional tax advice.


We do not express any opinion or provide any assurance as to whether:
i)     the Company or its share holders will continue to obtain these benefits in future;
       or
ii)    the conditions prescribed for availing the benefits have been / would be met with.


The contents of the enclosed statement are based on information, explanations and
representations obtained from the Company and on the basis of their understanding of
the business activities and operations of the Company.


                                                            For V. Sankar Aiyar & Co.
                                                            Chartered Accountants



Place: New Delhi                                            Ajay Gupta
Dated: 1st July 2008                                        Partner
                                                            Membership no. 90104




                                          39
                                                      INFORMATION MEMORANDUM


STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO LANDMARK
PROPERTY DEVELOPMENT COMPANY LIMITED (THE “COMPANY”) AND ITS
SHAREHOLDERS UNDER THE INCOME TAX ACT, 1961 (‘the IT Act’)

STATEMEMT OF TAX BENEFITS

I. BENEFITS AVAILABLE TO THE COMPANY

1. DEDUCTIONS UNDER CHAPTER VI A OF THE IT Act.
    Subject to the conditions specified under Section 80-IB of the IT Act, the Company is
    eligible for 100% deductions of the profits derived from development and building of
    housing projects approved before 31st March 2007 by a local authority for a period of
    four financial years.


2. DEDUCTIONS FROM HOUSE PROPERTY


2.1 The Company is eligible for deduction of 30% of the annual value of the property (i.e.
    actual rent received or receivable on the property or any part of the property which is
    let out) as per provisions of Section 24(a) of the IT Act.


2.2 Wherever the property has been acquired, constructed, repaired, renewed or
    reconstructed with borrowed capital, the amount of interest payable on such capital
    shall be allowed as deduction in computing Income from house property, as per
    provisions of Section 24(b) of the IT Act.


3   INCOME RECEIVED EXEMPT UNDER SECTION 10(35) OF THE ACT
    Under section 10(35) of the Act, any income received in respect of the units of a
    Mutual Fund specified under section 10(23D) is exempt from Tax



II. BENEFITS AVAILABLE TO THE COMPANY AND PROSPECTIVE RESIDENT
    SHAREHOLDERS OTHER THAN DOMESTIC COMPANIES

1   DIVIDENDS EXEMPT UNDER SECTION 10(34) OF THE ACT
    Any income by way of dividends (declared, distributed or paid on or after 1 April,
    2003) from a domestic company are exempt in the hands of the Company /
    shareholders, if the same is subject to dividend distribution tax as referred to in
    Section 115-O, as per the provisions of section 10(34) of the IT Act. However, Section
    94(7) of the IT Act provides that the losses arising on account of sale / transfer of
    shares purchased up to three months prior to the record date and sold within three
    months after such date will be disallowed to the extent of dividend on such shares are
    claimed as tax exempt by the shareholder.


2. INCOME OF MINOR EXEMPT UNDER SECTION 10(32) OF THE ACT
    Any income of minor children clubbed with the total income of the parent under
    section 64(1A) of the IT Act, will be exempt from tax to the extent of Rs. 1500/- per
    minor child under section 10(32) of the IT Act.


                                          40
                                                       INFORMATION MEMORANDUM




3   INCOME FROM CAPITAL GAINS


3.1 Section 48 of the IT Act, categorizes capital assets into two major categories viz. Long
    term Capital Assets and Short Term Capital Assets. If the shares are held for a period
    more than 12 months it is termed as a long term asset and otherwise as a short term
    asset. Any profit or loss arising on account of sale / transfer of such Long Term
    Assets are termed as long term capital gains and short term assets as short term
    capital gains.


3.2 Section 48 of the IT Act, which prescribes the mode of computation of capital gains,
    provides for deduction of cost of acquisition / improvement and expenses incurred
    wholly and exclusively in connection with the transfer of a capital asset, from the sale
    consideration to arrive at the amount of capital gains. However, as per second
    proviso to Section 48 of the IT Act, in respect of long term capital gains arising from
    transfer of shares of Indian Company, it offers a benefit by permitting substitution of
    cost of acquisition / improvement with the indexed cost of acquisition /
    improvement, which adjusts the cost of acquisition / improvement by a cost inflation
    index, as prescribed annually.


3.3 Provisions of section 10(38) of the IT Act, exempts from tax the long term capital
    gains arising on sale of equity shares in the Company where the sale transaction has
    been entered on a recognized stock exchange of India and is liable to securities
    transaction tax.


3.4 Provisions of Section 112 of the IT Act, permit taxing long term capital gains (which
    are not exempt under Section 10(38) of the IT Act) arising on transfer of shares in the
    Company at a rate of 20 percent (plus applicable surcharge and education cess) after
    factoring the indexation benefit.
    However, the share holder may opt for the tax on long term gains computed at the
    rate of 10 percent (plus applicable surcharge and education cess), if the tax on
    indexed long term capital gains resulting on transfer of listed securities calculated at
    the rate of 20 percent exceeds the tax on long term gains computed at the rate of 10
    percent without Indexation benefit.


3.5 Provisions of Section 111A of the IT Act, prescribes for taxing the short-term capital
    gains arising from sale of equity shares in the Company at a rate of 15 percent (plus
    applicable surcharge and education cess) where such transaction of sale is entered on
    a recognized stock exchange in India and is chargeable to securities transaction tax.



3.6 In accordance with and subject to the conditions and to the extent specified in Section
    54EC of the IT Act, the shareholder would be entitled to exemption from tax on gains
    arising from transfer of the long term capital asset (not covered by section 10 (38)) if
    such capital gain is invested in any of the long-term specified assets in the manner
    prescribed in the said section. Where the long-term specified asset is transferred or
    converted into money at any time within a period of three years from the date of its


                                           41
                                                       INFORMATION MEMORANDUM


   acquisition, the amount of capital gains exempted earlier would become chargeable to
   tax as long term capital gains in the year in which the long-term specified asset is
   transferred or converted into money.


3.7 Subject to the conditions specified under the Provisions of Section 54F of the IT Act,
    long-term capital gains (which are not exempt from tax under Section 10(38) of the IT
    Act) arising to an individual or a Hindu Undivided Family (‘HUF’) on transfer of
    shares of the Company will be exempt from capital gains tax if the sale proceeds from
    transfer of such shares are used for purchase of residential house property within a
    period of 1 year before or 2 years after the date on which the transfer took place or for
    construction of residential house property, within a period of 3 years after the date of
    such transfer.


4. Where the total income of a person includes income chargeable under the head
   “Profits and gains of business or profession” arising from purchase or sale of equity
   shares in a company entered into on a recognized stock exchange, ie. from taxable
   securities transactions in the course of his business, he shall get deduction u/s
   36(1)(xv) equal to the securities transaction tax paid by him.


III BENEFITS AVAILABLE TO               CORPORATE         RESIDENT      SHAREHOLDERS
    (DOMESTIC COMPANIES).

1. DIVIDENDS EXEMPT UNDER SECTION 10(34) OF THE ACT
   Any income by way of dividends (declared, distributed or paid on or after 1 April,
   2003) from a domestic company are exempt in the hands of the
   Company/shareholders, if the same is subject to dividend distribution tax as referred
   to in Section 115-O, as per the provisions of section 10(34) of the IT Act. However,
   Section 94(7) of the IT Act provides that the losses arising on account of sale/transfer
   of shares purchased up to three months prior to the record date and sold within three
   months after such date will be disallowed to the extent dividend on such shares are
   claimed as tax exempt by the shareholder.


2. INCOME FROM CAPITAL GAINS
2.1 Section 48 of the IT Act, categorizes capital assets into two major categories viz. long
    term capital assets and short term capital assets. If the shares are held for a period
    more than 12 months it is termed as a long-term asset and otherwise short-term asset.
    Any profit or loss arising on account of sale / transfer of such long term assets are
    termed as long term capital gains and short term assets as short term capital gains.


2.2 Section 48 of the IT Act, which prescribes the mode of computation of capital gains,
    provides for deduction of cost of acquisition / improvement and expenses incurred
    wholly and exclusively in connection with the transfer of a capital asset, from the sale
    consideration to arrive at the amount of capital gains. Further, in respect of long term
    capital gains from transfer of shares of Indian Company, it offers a benefit by
    permitting substitution of cost of acquisition / improvement with the indexed cost of
    acquisition / improvement, which adjusts the cost of acquisition / improvement by a
    cost inflation index, as prescribed annually.




                                           42
                                                       INFORMATION MEMORANDUM


2.3 Provisions of section 10(38) of the IT Act, exempts from tax the long term capital
    gains arising on sale of equity shares in the Company where the sale transaction has
    been entered into on a recognized stock exchange of India and is liable to securities
    transaction tax, subject to the condition that the income by way of long-term capital
    gain of the company shall be taken into account in computing the book profit and
    income tax payable under Section 115JB.


2.4 Provisions of Section 112 of the IT Act, permit taxing long term capital gains (which
    are not exempt under Section 10(38) of the IT Act) arising on transfer of shares in the
    Company at a rate of 20 percent (plus applicable surcharge and education cess) after
    factoring the indexation benefit. However, the share holder may opt for the tax on
    long term gains computed at the rate of 10 percent (plus applicable surcharge and
    education cess), if the tax on indexed long term capital gains resulting on transfer of
    listed securities calculated at the rate of 20 percent exceeds the tax on long term gains
    computed at the rate of 10 percent without indexation benefit.


2.5 Provisions of Section 111A of the IT Act, prescribes for taxing the short-term capital
    gains arising from sale of equity share in the Company at a rate of 15 percent (plus
    applicable surcharge and education cess) where such transaction of sale is entered on
    a recognized stock exchange in India and is chargeable to securities transaction tax.


3. Where the total income of a person includes income chargeable under the head
   “Profits and gains of business or profession” arising from purchase or sale of equity
   shares in a company entered into on a recognized stock exchange, ie. from taxable
   securities transactions in the course of his business, he shall get deduction u/s
   36(1)(xv) equal to the securities transaction tax paid by him.

IV BENEFITS AVAILABLE TO MUTUAL FUNDS


Provisions of Section 10(23D) of the IT Act exempts the Mutual Funds registered under
the Securities and Exchange Board of India or Mutual Funds set up by Public Sector
Banks or Public Financial Institutions or authorized by the Reserve Bank of India and
subject to the conditions specified therein, from income tax on their income.


V BENEFITS AVAILABLE TO FOREIGN INSTITUTIONAL INVESTORS (‘FIIS’)

1. DIVIDENDS EXEMPT UNDER SECTION 10(34) OF THE ACT
   Any income by way of dividends (declared, distributed or paid on or after 1 April,
   2003) from a domestic company are exempt in the hands of the Company /
   shareholders, if the same is subject to dividend distribution tax as referred to in
   Section 115-O, as per the provisions of section 10(34) of the IT Act. However, Section
   94(7) of the IT Act provides that the losses arising on account of sale / transfer of
   shares purchased up to three months prior to the record date and sold within three
   months after such date will be disallowed to the extent dividend on such shares are
   claimed as tax exempt by the shareholder.




                                           43
                                                       INFORMATION MEMORANDUM


2. INCOME FROM CAPITAL GAINS
2.1 Provisions of Section 115AD of the IT Act, provides for taxing income of FIIs arising
    from securities (not covered by Section 10(38))(other than income by way of
    dividends referred to in section 115(O) of the IT Act) at concessional rates, as follows:


   Nature of income                                                   Rate of tax (%)
   Income in respect of securities                                           20
   (other than units referred to in Section 115AB)

   Long Term Capital Gains                                                   10

   Short term capital gains
   (other than short term capital gain referred to in Section 111A)          30


   The above tax rates would be increased by the applicable surcharge and education
   cess. The benefits of indexation and foreign currency fluctuation protection as
   provided under Section 48 of the IT act are not available to a FII.


2.2 Provisions of Section 111A of the IT Act, prescribes for taxing the short-term capital
    gains arising from sale of equity share in the Company at a rate of 15 percent (plus
    applicable surcharge and education cess) where such transaction of sale is entered on
    a recognized stock exchange in India and is chargeable to securities transaction tax.


2.3 Provisions of the Double Taxation Avoidance Agreement between India and the
    country of residence of the FII would prevail over the provisions of the IT Act, as per
    section 90(2) of the IT Act, to the extent they are more beneficial to the FII.


2.4 Provisions of section 10(38) of the IT Act, exempts from tax the long term capital
    gains arising on sale of equity shares in the Company, where the sale transaction has
    been entered on a recognized stock exchange of India and is liable to securities
    transaction tax.


3. Where the total income of a person includes income chargeable under the head
   “Profits and gains of business or profession” arising from purchase or sale of equity
   shares in a company entered into on a recognized stock exchange, ie. from taxable
   securities transactions in the course of his business, he shall get deduction u/s
   36(1)(xv) equal to the securities transaction tax paid by him.

VI BENEFITS AVAILABLE TO NON-RESIDENTS / NON-RESIDENT INDIAN
   SHAREHOLDERS (OTHER THAN MUTUAL FUNDS, FIIS AND FOREIGN
   VENTURE CAPITAL INVESTORS)

1. DIVIDENDS EXEMPT UNDER SECTION 10(34) OF THE ACT
   Any income by way of dividends (declared, distributed or paid on or after 1 April,
   2003) from a domestic company are exempt in the hands of the
   Company/shareholders, if the same is subject to dividend distribution tax as referred
   to in Section 115-O, as per the provisions of section 10(34) of the IT Act. However,
   Section 94(7) of the IT Act provides that the losses arising on account of sale / transfer


                                           44
                                                       INFORMATION MEMORANDUM


   of shares purchased upto three months prior to the record date and sold within three
   months after such date will be disallowed to the extent dividend on such shares are
   claimed as tax exempt by the shareholder.


2. INCOME FROM CAPITAL GAINS


2.1 In terms of first proviso to Section 48 of the IT Act, in case of a non-resident, while
    computing the capital gains arising from transfer of shares in or debentures of the
    Company acquired in convertible foreign exchange (as per exchange control
    regulations) protection is provided from fluctuations in the value of rupee in terms of
    foreign currency in which the original investment was made. Cost indexation benefits
    will not be available in such a case. The capital gains/ loss in such a case is computed
    by converting the cost of acquisition, sales consideration and expenditure incurred
    wholly and exclusively in connection with such transfer into the same foreign
    currency which was utilized in the purchase of shares.


2.2 Provisions of section 10(38) of the IT Act, exempts from tax the long term capital
    gains arising on sale of equity shares in the Company where the sale transaction has
    been entered into on a recognized stock exchange of India and is liable to securities
    transaction tax.


2.3 Provisions of Section 112 of the IT Act, permit taxing long term capital gains (which
    are not exempt under Section 10(38) of the IT Act) arising on transfer of shares in the
    Company at a rate of 20 percent (plus applicable surcharge and education cess) after
    factoring the indexation benefit. However, the share holder may opt for the tax on
    long term gains computed at the rate of 10 percent (plus applicable surcharge and
    education cess), if the tax on indexed long term capital gains resulting on transfer of
    listed securities calculated at the rate of 20 percent exceeds the tax on long term gains
    computed at the rate of 10 percent without indexation benefit.


2.4 Provisions of Section 111A of the IT Act, prescribes for taxing the short-term capital
    gains arising from sale of equity share in the Company at a rate of 15 percent (plus
    applicable surcharge and education cess) where such transaction of sale is entered on
    a recognized stock exchange in India and is liable to securities transaction tax. Short
    term capital gains arising from transfer of shares in a company other than those
    covered by Section 111A of the IT Act would be subject to tax as calculated under the
    normal provisions of the IT Act.


2.5 Provisions of the Double Taxation Avoidance Agreement between India and the
    country of residence of the FII would prevail over the provisions of the IT Act, as per
    section 90(2) of the IT Act, to the extent they are more beneficial to the non-resident.


2.6 Subject to the conditions specified under the Provisions of Section 54F of the IT Act,
    long-term capital gains (which are not exempt from tax under Section 10(38) of the IT
    Act) arising to an individual or a Hindu Undivided Family (‘HUF’) on transfer of
    shares of the Company will be exempt from capital gains tax if the sale proceeds from
    transfer of such shares are used for purchase of residential house property within a
    period of 1 year before or 2 years after the date on which the transfer took place or for



                                           45
                                                      INFORMATION MEMORANDUM


   construction of residential house property within a period of 3 years after the date of
   such transfer.


3. Where shares of the Company have been subscribed in convertible foreign exchange,
   Non-Resident Indians (ie. An individual being a citizen of India or person of Indian
   origin who is not a resident) have the option of being governed by the provisions of
   Chapter XII-A of the IT Act, which inter alia entitles them to the following benefits:


   3.1 Under Section 115E, where the total income of a non-resident Indian includes any
       income from investment or income from capital gains of an asset other than a
       specified asset, such income shall be taxed at a concessional rate of 20 per cent
       (plus applicable surcharge and education cess). Also, where shares in the
       company are subscribed for in convertible foreign exchange by a non-resident
       Indian, long-term capital gains arising to the non-resident Indian shall be taxed at
       a concessional rate of 10 percent (plus applicable surcharge and education cess).
       The benefit of indexation of cost and the protection against risk of foreign
       exchange fluctuation would not be available.


   3.2 Under Section 115F of the IT Act, long-term capital gains (in cases not covered by
       section 10(38) of the IT Act) arising to a non-resident Indian from transfer of
       shares of the company, subscribed in convertible foreign exchange (in case not
       covered under Section 115E of the IT Act), shall be exempt from income tax, if the
       entire net consideration is reinvested in specified assets/saving certificates
       referred to in Section 10(4B) within 6 months of the date of transfer. Where only a
       part of the net consideration is so reinvested, the exemption shall be
       proportionately reduced. The amount so exempted shall be chargeable to tax
       subsequently, if the specified assets/saving certificates are transferred or
       converted into money within 3 years from the date of their acquisition.


   3.3 Under Section 115G of the IT act, it shall not be necessary for a non-resident
       Indian to furnish his return of income under Section 139(1) if his income
       chargeable under the IT Act consists of only investment income or long term
       capital gains or both, arising out of assets acquired, purchased or subscribed in
       convertible foreign exchange and tax has been deducted at source from such
       income as per the provisions of Chapter XVII-B of the IT Act. Under Section 115I
       of the IT Act, a Non-Resident Indian may elect not to be governed by the
       foregoing provisions for any assessment year by furnishing his return of income
       for that assessment year under Section 139 of the IT Act, declaring therein that the
       provisions of Chapter XII-A shall not apply to him for that assessment year and
       accordingly his total income for that assessment year will be computed in
       accordance with the other provisions of the IT Act.


   3.4 In accordance with the provisions of Section 115H of the IT Act, when a Non
       Resident Indian become assessable as a resident in India, he may furnish a
       declaration in writing to the Assessing Officer along with his return of income for
       that year under Section 139 of the IT Act to the effect that the provisions of
       Chapter XII-A shall continue to apply to him in relation to such investment
       income derived from the specified assets for that year and subsequent assessment
       years until such assets are converted into money.



                                          46
                                                        INFORMATION MEMORANDUM


4. Where the total income of a person includes income chargeable under the head
   “Profits and gains of business or profession arising from purchase or sale of equity
   shares in a company entered into on a recognized stock exchange, ie. from taxable
   securities transactions in the course of his business, he shall get deduction u/s
   36(1)(xv) equal to the securities transaction tax paid by him.


BENEFITS AVAILABLE UNDER THE WEALTH TAX ACT, 1957
Investment in shares of companies are excluded from the definition of the term “asset” as
given under section 2(ea) of the Wealth Tax act, 1957, and hence the shares held by the
shareholders would not be liable to Wealth tax.


BENEFITS AVAILABLE UNDER THE GIFT TAX ACT
Gift tax is not leviable in respect of any gifts made on or after 1st October 1998. Therefore,
any gift of shares of the Company will not attract gift tax.




                                           47
                                                       INFORMATION MEMORANDUM


      ABOUT LANDMARK PROPERTY DEVELOPMENT COMPANY LIMITED

HISTORY

The Company was incorporated in India on December 28, 1976 as a public limited
company and as a wholly owned subsidiary of OCL. OCL, an existing company within
the meaning of the Companies Act, 1956, pursuant to the Scheme, demerged its ‘Real
Estate Undertaking’ into the Company with effect from the Appointed Date. The Scheme
was approved by the Hon’ble High Court of Orissa by an order dated November 27,
2007. Pursuant to the Scheme, all the assets and liabilities of ‘Real Estate Undertaking’ of
OCL were transferred to the Company. Further, the name of the Company has been
changed to Landmark Property Development Company Limited with effect from January
23, 2008 vide fresh Certificate of Incorporation obtained from the Registrar of Companies,
Orissa.

The objects for which the LPDC has been established are set out in its Memorandum of
Association. The main objects are set out hereunder:

Main Objects:

(1)    To search or get work, raise, recover, mine, make merchantable, purchase, sell and
       deal in iron, line, ore, iron and steel scrap, sheets and coils, coal, quartzite,
       Chromite, stone, lime, limestone, manganese, ferro manganese, magnesite, clay,
       fireclay, china clay, ball clay and any other clay, brick-earth, bricks and other
       metals, minerals and substances, and to manufacture and sell briquettes and other
       fuel, and generally to manufacture and sell briquettes and other fuel, and
       generally to undertake and carry on any business, transaction or operation
       commonly undertaken or carried on by explorers, prospectors, or concessionaries
       and to search for, win, work, get, calcine, reduce, amalgamate, dress, refine and
       prepare for the market and quartz and ore and mineral substances, and to buy,
       sell, manufacture and deal in minerals and mineral products, plant and
       machinery and other things capable of being used in connection with the mining
       or metallurgical operations or required by the workmen and other employed by
       the Company and to explore, prospect, take on lease or on royalty basis or
       otherwise acquire mines, mining, rights and lands or any interest therein and to
       quarry, mine, dress, reduce, draw, extract, calcine, smelt, refine, manufacture,
       process and otherwise acquire, buy, sell or otherwise dispose of and deal in all
       types, qualities and descriptions of ores, metal and minerals substances.

(2)    To carry on the business as owners, builders, colonisers, developers, promoters,
       proprietors, occupiers, lessors, lessees and contractors, maintainers and
       mortgagers of residential, commercial and industrial, buildings, colonies, mills
       and factory's buildings, workshop's building, cinema's houses, malls and deal in
       all kinds of immovable properties whether belonging to the Company or not and
       to enter into alliances, joint ventures, partnerships or any other form of association
       with companies, partnership firms, individuals, or any other business entities for
       the business of the Company.
(3)    To undertake and to carry on the business of purchasing, selling and developing
       any type of land or plot whether residential, commercial, industrial, rural or
       urban that may belong to Company or to any other person of whatever nature
       and to deal in land or immovable properties of any description or nature on
       commission basis and for that purpose to make agreements to sell the land of the


                                          48
                                                            INFORMATION MEMORANDUM


          Company or of any body else and to deal in building material electrical and civil
          materials.

(4)       To erect and construct houses, buildings or civil and constructional works of
          every description on any land of the Company or upon any other lands or
          immovable property and to purchase, take on lease, acquire in exchange or
          otherwise own, hold, occupy, construct, erect, alter, develop, colonise, decorate,
          furnish, pull down, improve, repair, renovate, build, plan, layout, set, transfer
          mortgage, charge, assign, let out, hire, sublet or sublease all type of lands, plots,
          buildings, hereditaments, bungalows, quarters, offices, flats, Chawls,
          warehouses, godowns, shops, stalls, markets, hotels and restaurant's building,
          banquet halls, houses, structures, construction, tenements, roads, bridges, land,
          estates and immovable properties whether freehold or lease hold of any nature
          and description and wherever situated in way and partly consideration for a
          gross sum or rent or partly in one in other or any consideration.

(5)       To act as an agent for purchasing, selling and letting on hire, land and houses
          whether multistory, commercial and/or residential buildings on commissions
          basis.

(6)       To consolidate or subdivide, develop, maintain, purchase, sell and letting on hire
          farm houses and sheds and to let out the same on rental or license basis and/or
          to sell the same on hire purchase or installment system or otherwise dispose off
          the same.

Change in Memorandum of Association since the Company’s inception

 S. No.     Date of        Type of Meeting        Type of Resolution   Brief particulars of
            Change                                                     Change
 1          08.11.2007     EOGM                   Special              Increase in authorised
                                                                       share capital and sub-
                                                                       division of equity share.*
 2          22.12.2007     EOGM                   Special              Change in the object clause
                                                                       of the Company.
 3          22.12.2007     EOGM                   Special              Change of the name of the
                                                                       Company

(*) The Company’s 4,00,000 Equity Shares of Rs 10 were subdivided into 40,00,000 Equity
shares of Re 1 each

The Company’s authorized capital was increased from Rs 50,00,000/- consisting of
4,00,000 Equity Shares of Rs 10 each and 1,00,000 Preference Shares of Rs 10 each to
Rs 14,10,00,000 consisting of 14,00,00,000 Equity Shares of Re 1 each and 1,00,000
Preference Shares of Rs 10 each.

The present authorised capital of the Company is Rs 14,10,00,000/- consisting of
14,00,00,000 Equity Shares of Re 1 each and 1,00,000 Preference Shares of Rs 10 each.




                                             49
                                                       INFORMATION MEMORANDUM



BUSINESS

The Company was originally incorporated in India on December 28, 1976, under the
Companies Act as a public limited Company and as a wholly owned subsidiary of OCL.
In pursuance of the Scheme approved by the Hon’ble High Court of Orissa, the assets
and liabilities of ‘Real Estate Undertaking’ of OCL is vested in the company with effect
form the Appointed Date.

The main business of the Company is to pursue real estate activities. With Demerger the
company intends to carry on real estate business to cover all aspects of real estate
development, from the identification and acquisition of land, to the planning, execution
and marketing of its projects (including architecture, design management and interior
design), through to the maintenance and management of its completed developments], as
well as providing consultancy services on engineering, industrial and technical matters to
all forms of industries including companies engaged in construction-development of real
estate and infrastructure projects. In the commercial business area, the Company's
intention is to build, lease and sell commercial office space, with a focus on properties
attractive to large multinational tenants. The Company's intention with regard to its retail
business area is to develop, manage and lease or sell shopping malls. In the residential
area, the Company aims to build and lease or sell a wide range of properties including
houses, duplexes and apartments of varying sizes, with a focus on the higher end of the
market.

With the growth of the Indian economy and the resulting increase in corporate and
consumer incomes, as well as foreign investment, the Company believes there are
significant opportunities for growth in its three primary business areas. The Company
also intends to diversify into other real estate related business such as infrastructure
construction and development of hotels.

The Company currently has given advance for space booking in Karnal, Meerut, and
Ghaziabad projects and Shopping Mall at Faridabad.

The business of the Company includes project management and development of
Commercial/IT-ITES, SEZs, retail and residential properties. The Company’s operations
will span all aspects of real estate development, from the identification and acquisition of
land, to the planning, execution and marketing of its projects (including architecture,
design management and interior design), through to the maintenance and management
of its completed developments, as well as providing consultancy services on engineering,
industrial and technical matters to all forms of industries including companies engaged
in construction-development of real estate and infrastructure projects.

In the commercial business area, the Company’s intention is to build and lease
Commercial/IT-ITES office space, with a focus on properties attractive to large
multinational tenants. The Company’s intention with regard to its retail business area is
to develop, manage and lease or sell shopping malls. In the residential area, the
Company aims to build and sell a wide range of properties ranging from townships to
high end developments targeted at the increasingly affluent sections of the Indian
population.

With the growth of the Indian economy and the resulting increase in corporate and
consumer incomes, as well as foreign investment, the Company believes there are


                                          50
                                                    INFORMATION MEMORANDUM


significant opportunities for growth in its three primary business areas. The Company
also intends to diversify into other real estate related business such as infrastructure
construction and development of hotels.

The Scheme having become effective, the Real Estate Undertaking of OCL has transferred
to and vested in the Company.




                                         51
                                                      INFORMATION MEMORANDUM



                      MANAGEMENT OF THE COMPANY

As per the Articles of Association, the Company shall not have less than three directors
and not more than such directors as may be stipulated by the Companies Act. The
Promoters have not been granted any special powers under the Articles of Association.

Board of Directors as on date of Information Memorandum
 S No   Details of Director                       Directorship in other Company
 1.     Sh. Dharmender Nath Davar                 •    Sandhar Technologies Ltd.
        S/o Late Shri Daryi Lal Davar             •    Sandhar Infosystems Ltd.
        Age: 74 years                             •    Maral Overseas Limited
        Address: B-5/82, Safdarjung Enclave,      •    HEG Limited
        New Delhi-110 029                         •    Rajasthan Spinning & Weaving Mills
        Occupation: Service                            Ltd.
                                                  •    OCL India Limited
                                                  •    Indo- Continental Hotels & Resorts Ltd
                                                  •    Ansal Properties & Industries Ltd.
                                                  •    Hero Honda Finlease Limited
                                                  •    Adayar Gate Hotel Limited
                                                  •    Ahlcon Parenterals (India) Ltd.
                                                  •    Titagarh Wagons Limited
                                                  •    Parsvnath Hotels Limited
 2.     Shri Gaurav Dalmia                        •    Debikay Systems Ltd.
        S/o Shri M. H. Dalmia                     •    Dalmia Agencies Pvt. Ltd.
        Age: 43 years                             •    Artech Infosystems Pvt. Ltd.
        Address: 20 F, Prithiviraj Road,          •    First Capital India Ltd.
        Delhi -110 011                            •    Parag Parikh Financial
        Occupation: Industrialist
                                                       Advisory Services Ltd.
                                                  •    Infinity Technology
                                                       Investments Pvt. Ltd.
                                                  •    Infinity Technology Trustee Pvt. Ltd.
                                                  •    Landmark Land Holdings Pvt. Ltd.
                                                  •    Skylark Consultants (India)
                                                       Pvt. Ltd.
                                                  •    Artech Steel Industries Pvt. Ltd.
                                                  •    India Value Fund Advisors
                                                       Pvt. Ltd.
                                                  •    Astir Properties Pvt. Ltd.
                                                  •    Ansal Landmark Townships
                                                       Pvt. Ltd.
                                                  •    Vipul Sez Developers Pvt. Ltd.
                                                  •    Dazzling Properties Pvt. Ltd.
                                                  •    Landmark Hi- Tech
                                                       Development Pvt. Ltd.
                                                  •    New Line Buildtech Pvt. Ltd.
                                                  •    Sukhm Infrastructure Pvt. Ltd
                                                  •    Plus One Realtors Pvt. Ltd.


                                           52
                                                    INFORMATION MEMORANDUM


S No   Details of Director                      Directorship in other Company
                                                •    New Line Developers Pvt. Ltd.
                                                •    IVF Advisors Pvt. Ltd.
                                                •    Landmark Realtech Pvt. Ltd
                                                     Kumar Builders Township Ventures
                                                     Limited

3.     Sh. Mayadhar Mishra                      •    Hari Machines Limited
       S/o Late Sh. Bidyadhar Mishra
       Age: 60 years
       Address: Bunglow No.3A, OCL Colony
       Rajgangpur
       Occupation: Service
4.     Sh. Gian Prakash Gupta                   • NTPC Ltd.
       S/o Late Shri Dharam Prakash             • Hindustan Aeronautics Ltd.
       Age: 67 years                            • SIDBI Venture Capital Ltd.
       Address: 101, Kaveri ‘B’ Wing ,          • The Jammu & Kashmir Bank Ltd.
       Neelkanth Valley, Raja Wadi, Ghatkopar   • PTC India Ltd.
       East,
                                                • Swaraj Engines Ltd.
       Mumbai -400 077
                                                • Birla Sun Life Insurance Co. Ltd.
       Occupation: Service
                                                • Aditya Birla Nuvo Ltd.
                                                • Su- Raj Diamonds & Jewellery Ltd.
                                                • Emkay Share and Stock Brokers Ltd.
                                                • Shree Digvijay Cement Co. Ltd.
                                                • Power Finance Corporation Ltd.
                                                • Idea Cellular Ltd.
                                                • Avam Technolgies Pvt.Ltd.
                                                • S-Infra Ltd
5.     Sh. Basant Kumar Goswami                 • Jaiprakash Power Ventures Ltd.
       S/o Shri Thankur Das Goswami             • Jaiprakash Associates Ltd.
       Age: 73 years                            • Taj Kerala & Resorts Ltd.
       Address: F-4, Kailash Colony, New        • Quest Venture Co-ordinations (P) Ltd.
       Delhi -110 048                           • Global Trust Capital Finance Ltd.
       Occupation: Service
                                                • Mata Securities (P) Ltd.,
                                                • Great India Aviation Ltd.,
                                                • New Kennilworth Hotels Ltd.
                                                • Unisons Hotels Ltd.
                                                • American Hotels & Restaurants (P) Ltd.
                                                • L. H. Sugar Factories Ltd.
                                                • Blue Coast Hotels Ltd.
                                                • Heritage North East Pvt. Ltd.
                                                • B & Multiwall Packaging Limited
                                                • TDI Infrastructure Pvt. Ltd.
                                                D. M. South India Hospitality Pvt. Ltd.
6.     Sh. Vijay Kumar Chopra , S/o Shri        •    Rolta India Limited
       Krishanan Kumar Chopra, Age 62 years     •    Dewan Housing & Finance Limited
                                                •    Rasandik Engg. & Ind. Limited


                                      53
                                                         INFORMATION MEMORANDUM


 S No    Details of Director                         Directorship in other Company
         Address: Venus Apartments,                  •    Suashish Diamonds Limited
         Cuffe Parade, Mumbai, Maharashtra-          •    Svil Mines Limited
                                                     •    Centrum – Direct Limited.
         400005                                      •    RFCL Limited
                                                     •    Pantloon Retail (India) Limited
                                                     •    ORIX Auto Infrastructure limited
                                                          Jaybharat Textiles and Retail Estate Ltd.


Brief Biography of the Directors

1.      Shri Dharmender Nath Davar
        Shri Dharmender Nath Davar, aged 75 years, an eminent professional, formerly
        Chairman of IFCI Limited and presently on the Board of number of reputed
        companies has vast, varied and wide experience and expertise in Finance,
        Banking, Corporate Laws and commercial activities. He is also a Director on the
        Board of few reputed training institutions and non-governmental (social)
        organizations. He had been a part time consultant to the World Bank, United
        National Industrial Development Organization for several years.


2.      Shri Gaurav Dalmia
        Gaurav Dalmia, aged 43 years is the Joint President of OCL India Limited. He has
        been associated with OCL as a Joint President for around one and half decades.
        He is a member of the leading Dalmia industrial family with substantial business
        interests mostly in India, UK and USA. Dalmia Group is a leading business
        conglomerate with interests in cement, industrial ceramics, real estate,
        information technology, investments, engineering and trading. He had started
        ‘First Capital’ a private equity investment firm. He had also co-founded ‘Infinity’,
        India’s first angel investment fund with a corpus of $ 35 million. He is a member
        of the General Partner of Gujarat Venture Finance Limited, a specific venture
        capital firm, co-sponsored by CDS/ Actis, a leading private equity firm. Mr.
        Gaurav Dalmia was selected as the Global Leader for Tomorrow for the year 2000
        by the World Economic Forum. Mr. Gaurav Dalmia holds a bachelor’s degree in
        computer science form Salford University, UK and has completed his MBA with
        Beta Gamma Sigma honors (top 5% class) from Columbia University, USA. His
        driving license is P02102005137927.

3.      Shri Mayadhar Mishra

        Shri Mayadhar Mishra, aged 60 years, has passed B.Sc (Engg), Mechanical from
        University College of Engineering, Burla. He is also post graduate diploma
        holder in management from AIMA. He has 19 years of rich experience in the field
        of industrial engineering and plant engineering.

4.      Shri Gian Prakash Gupta
        Shri Gian Prakash Gupta, aged 67 years, an eminent professional, formerly
        Chairman and Managing Director of IDBI and UTI, presently on the Board of
        number of reputed companies has vast, varied and wide experience. He is also a
        Director on the Board of foreign company also.

                                           54
                                                    INFORMATION MEMORANDUM




5.     Shri Basant Kumar Goswami

       Shri Basant Kumar Goswami, aged 73 years, an eminent professional, formerly
       Chairman of Ajeevika, an NGO and IAS (Retd), presently on the Board of number
       of reputed companies has vast, varied and wide experience. He is also a Director
       on the Board of few reputed non-governmental (social) organizations.

6      Shri Viajy Kumar Chopra

       Shri Vijay Kumar Chopra aged 62 years working experience is with
       Central Bank of India (1969-2000), ED- Oriental Bank of Commerce (2000-
       2003),CMD- SIDBI ( 2003-2004),CMD- Corporation Bank (2004-2006) and Whole
       Time Member- SEBI (2006-March, 2008).

Compensation of Managing Directors

Shri Gaurav Dalmia, the Managing Director of the Company has been appointed at NIL
remuneration.

Corporate Governance

The provisions of the listing agreement to be entered into with the Stock Exchanges with
respect to corporate governance will be applicable to LPDC immediately upon the listing
of its Equity Shares on the Stock Exchanges. To comply with the requirements of Clause
49 of the listing agreement to be entered into with the Stock Exchanges, LPDC has
appointed 3 (Three) independent directors on its Board and has also constituted the
Audit Committee and Shareholders / Investors Grievances Committee.

Audit Committee

Members of the Audit Committee are as follows:

1. Shri B.K. Goswami (Chairman)
2. Shri G.P. Gupta
3. Shri V.K. Chopra

Shareholders/ Investors Grievances Committee

Members of the Shareholders/Investors Grievances Committee are as follows:

1. Shri B.K. Goswami - Chairman
2. Shri Gaurav Dalmia

The role, powers, scope of functions and duties of the Audit Committee and
Shareholders/ Investors’ Grievance Committee of the Board are as per the applicable
provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

Change in Board of Directors since the Company’s inception



                                         55
                                                        INFORMATION MEMORANDUM


 Name of the            Date of                 Date of               Remarks
 Director               Appointment             Resignation
 Brij Ratan             27.12.1976              17.06.1985            Resigned
 Mohan Lal Chand        27.12.1976              31.10.2005            Resigned
 R. K. Sharma           27.12.1976              08.08.1986            Resigned
 V. K. Agarwal          27.12.1976              01.06.1983            Resigned
 Vishno Deo Misra       27.08.1979              08-05-1990            Resigned
 K. K. Prasad           01.06.1983              01.04.1994            Resigned
 V. P. Sood             08.08.1986              20.05.2008            Resigned
 S. Pasupathy           13.06.1990              20.07.1992            Resigned
 S. Pasupathy           20.07.1992              31.08.1993            Resigned
 A. K. Ojha             1.09.1993               30.08.1996            Resigned
 S. Pasupathy           01.11.2005              30.12.2006            Resigned
 A. K. Ojha             30.08.1996              30.04.2001            Resigned
 Mayadhar Mishra        03.05.2001              -NA-
 Himalaya               30.12.2006              19.05.2008            Resigned
 Bhattacharya
 Gaurav Dalmia          29.01.2008              -NA-
 D.N. Davar             29.01.2008              -NA-
 G.P. Gupta             29.01.2008              -NA-
 B.K. Goswami           29.01.2008              -NA-
 V.K. Chopra            03.06.2008              -N.A.

Date of expiration of current term of Office of directors

 Name of the Director                Nature/ Tenure of Appointment
 G.P. Gupta                          Additional Director, hold office till next AGM
 D.N. Davar                          Additional Director, hold office till next AGM
 B.K. Goswami                        Additional Director, hold office till next AGM
 V.K. Chopra                         Additional Director, hold office till next AGM

Shareholding of Directors

 Name of the Director                No of Shares held
 Shri Gaurav Dalmia                  1,74,999

Key Management Personnel

 Name            Designation     Qualification      Date    of Total             Details     of
                                                    Joining    Experience        prior
                                                                                 employment
 Shri Praksh     CFO             C.A.               01.04.2008   22 years        Landmark
 Chnadra                                                                         Landholding
 Sharma                                                                          Private
                                                                                 Limited
 Shri Suresh     Company         ACS, LL.B          01-02-2008 18 years          First Capital
 Chawla          Secretary                                                       India Limited
 Shri Neeraj K   AGM             B. Com, FCA, 01-01-2008         10 years        Landmark
 Khandelwal      (Finance)       DISA                                            Landholding
                                                                                 Private
                                                                                 Limited


                                           56
                                                      INFORMATION MEMORANDUM


   PROMOTERS

  Name,          Qualification,       PAN        Driving License   Passport     Bank Account
Designation,      Occupation                           No.           No.            No.
    Age              and
                  Experience
Shri Mridu       B.CH.E ,         AADPD6744R     P02091998101288   Z-1378632   Punjab National
Hari Dalmia      Industrialist,                                                Bank
                 45 Years                                                      0131000100196536
Shri Raghu       B.Tech,          AADPD6745Q     P02051999106541   Z-127747    Punjab National
Hari Dalmia      Industrialist,                                                Bank
                 32 Years                                                      0131000100196891
Shri Yadu Hari   B.Com            AADPD6740M P02072004133700       A4738573    Punjab National
Dalmia           (Hons.)                                                       Bank
                 F.C.A,                                                        0131000100196590
                 Industrialist,
                 35 Years
Shri Gaurav      BS in            ADYPD0151A     P02102005137927   Z-1396384   Punjab National
Dalmia           Computer                                                      Bank
                 Science, MBA                                                  0131000100310552
                 Industrialist
                 17 Years
Smt Abha         B.A.             AAFPD5254L     Not Applicable    Z-1396853   Punjab National
Dalmia           Service                                                       Bank
                                                                               0131000100226323
Smt. Padma       B. Com           AAFPD5261P     Not Applicable         Punjab National
                                                                   A2456108
Dalmia           Service                                                Bank
                                                                        0131000100222053
Mridu Hari                        AAATM5438Q (Family Trust in which a Punjab National
Dalmia Parivar Not                           Promoter is a Beneficiary) Bank
Trust          Applicable                                               0131000143463356
M/s. Gautam                       AACHG1662E     P98040105                Punjab National
                                                                   E1357509
                 Not
Dalmia (HUF)                                                              Bank
                 Applicable
                                                                          0131000143421518
Sumana Trust                      AAATV2973M (Family Trust in which a HUF Punjab National
                 Not                         Promoter is a Beneficiary)   Bank
                 Applicable                                               0131000114372409
                                                                          9
Smt. Usha        B.A.             AAAPU7261M Not Applicable     E6482171  Punjab National
Devi             Service                                                  Bank
Jhunjhunwala                                                              0131000100313887

   Currently our Promoters are OCL India Limited, Mr. Mridu Hari Dalmia, Mr. Raghu
   Hari Dalmia, Mr. Yadu Hari Dalmia, Mr. Gaurav Dalmia, Mrs. Abha Dalmia, Mrs.
   Padma Dalmia, Mrs. Usha Devi Jhunjhunwala, M/s. Gautam Dalmia (HUF), Mridu Hari
   Dalmia Parivar Trust, Sumana Trust and Shree Nirman Limited. The brief profile of
   Promoters is as follows:




                                            57
                                                    INFORMATION MEMORANDUM


For information on OCL India Limited, please refer information on Group companies.
Shri Mridu Hari Dalmia, aged 66 years is the President & CEO of OCL, the Promoting
Company. He has been associated with OCL since 1970. He is a member of the leading
Dalmia industrial family with substantial business interests mostly in India, UK and
USA. Dalmia Group is a leading business conglomerate with interests in cement,
industrial ceramics, real estate, information technology, investments, engineering and
trading. He has been associated with various industry organizations in the past. He is a
member of the Managing Committee of the Associated Chambers of Commerce and
Industry. He was the President of Indian Refractories Manufacturers Association and of
Cement Manufacturers Association. He was also the President of National Council for
Cement and Building Materials during 1986-89 and a member of the Managing
Committee of the FICCI during 1987-89. Mr. M. H. Dalmia holds a bachelors degree in
chemical engineering from Jadavpur University, Kolkata. He was awarded a gold medal
in 1961 for best engineering student. His voter identity card number is
DL/01/002/222133 and driving license number is P02091998101288. His residential
address is 4, Scindia House, Connaught Place, New Delhi – 110001.

Mr Gaurav Dalmia, aged 43 years is the Joint President of OCL. He resides at 20 F,
Prithiviraj Road, New Delhi -110 011. He has been associated with OCL as Joint
President for around one and half decades. He is a member of the leading Dalmia
industrial family with substantial business interests mostly in India, UK and USA.
Dalmia Group is a leading business conglomerate with interests in cement, industrial
ceramics, real estate, information technology, investments, engineering and trading. He
had started ‘First Capital’ a private equity investment firm. He had also co-founded
‘Infinity’, India’s first angel investment fund with a corpus of $ 35 million. He is a
member of the General Partner of Gujarat Venture Finance Limited, a specific venture
capital firm, co-sponsored by CDS/Actis, a leading private equity firm. Mr. Gaurav
Dalmia was selected as the Global Leader for Tomorrow for the year 2000 by the World
Economic Forum. Mr. Gaurav Dalmia holds a bachelor’s degree in computer science form
Salford University, UK and has completed his MBA with Beta Gamma Sigma honors (top
5% class) from Columbia University, USA. His driving license is P02102005137927.

Shri Raghu Hari Dalmia, aged 58 years is the Vice-Chairman of OISL. He has been
associated with our Company since its inception. He is also as President of OCL for over
two and half a decades. He is a member of the leading Dalmia industrial family with
substantial business interests mostly in India, UK and USA. Dalmia Group is a leading
business conglomerate with interests in cement, industrial ceramics, real estate,
information technology, investments, engineering and trading. He is also the director of
various other group companies like, Hari Machines Limited, Debikay Systems Limited
etc. He has been associated with various industry organizations. He has been the
President of Indian Refractories Makers Association and is presently and an active
member of the same. He was the chairman of the Environment Committee of PHD
Chamber of Commerce. Mr. R. H. Dalmia holds a bachelors degree in technology from
IIT, New Delhi. His voter identity card number is DL/01/002/231011 and driving license
number is P02051999106541. His residential address is 4, Scindia House, Connaught
Place, New Delhi – 110001.

Shri Yadu Hari Dalmia, aged 60 years is an eminent industrialist having rich and varied
experience of over thirty-two years. He is a member of the leading Dalmia industrial
family. Dalmia Group is a leading business conglomerate with interests in cement,
industrial ceramics, real estate, information technology, investments, engineering and
trading. Mr. Y. H. Dalmia is the President of Dalmia Cement (Bharat) Limited heading


                                         58
                                                          INFORMATION MEMORANDUM


the cement division, finance and taxation of that company. He is also Director of OCL. He
has been associated with various industry organizations. He was the President of Cement
Manufacturers Association for the year ending 1999-2000. He was also the Chairman of
National Council for Cement and Building Materials Administration and Finance
Committee during 1996-98 and Chairman of the Board of Governors of NCB during 1999
and 2000. Mr. Yadu Hari Dalmia holds a bachelors degree in commerce from Delhi
University and is a fellow member of the Institute of Chartered Accountants of India. His
voter identity card number is DL/01/002/231091 and driving license number is
P02072004133700. His residential address is 4, Scindia House, Connaught Place, New
Delhi – 110001.

Ms Abha Dalmia, aged 62 years is the wife of Mr. Mridu Hari Dalmia. She holds a
bachelor’s degree in Arts from Kolkata University. Her voter identity card number is
DL/01/002/222134.

Ms Padma Dalmia, aged 55 years is the wife of Mr. Raghu Hari Dalmia. She holds a
bachelor’s degree in Home Science from Mumbai University. Her voter identity card
number is DL/01/002/231166.

Ms Usha Devi Jhunjhunwala, aged 64 years is the wife of Mr. Giridhari Lal
Jhunjhunwala. She holds a degree in Prabhakar in Hindi from Punjab University. Her
driving license number is MH01-2004-13468.

M/s Gautam Dalmia (HUF)
M/s Gautam Dalmia is a Hindu Undivided Family recognized under the Indian law. Mr.
Gautam Dalmia is the karta of the HUF and is authorized to take all decisions in relation
to the assets and properties of the HUF.
Mridu Hari Dalmia Parivar Trust

Mridu Hari Dalmia Parivar Trust was formed pursuant to Trust deed dated May, 28th
1999 and is unregistered. The trustees of the trust are Mr. M.H.Dalmia, Mrs. Abha
Dalmia, Mr. Y.H.Dalmia, Mr. Parag Dalmia, Mr. Gaurav Dalmia, Mr. Gautam Dalmia
and Mr. Puneet Dalmia and the trust was set up for the benefit of the beneficiaries of the
trust. The beneficiaries of the Trust are Mr. Mridu Hari Dalmia, Mrs. Abha Dalmia, Mr.
Gaurav Dalmia, Mrs. Sharmila Dalmia, Mrs. Kanupriya Somany, Ms. Devanshi Dalmia,
Mr. Aryaman Hari Dalmia, Ms. Aanyapriya Dalmia and the spouses and children of
persons named above.

Sumana Trust

Sumana Trust was formed pursuant to the trust deed dated November, 17th 2000 and
supplemental deed dated November, 29th 2004 and is unregistered. The trustees of the
trust are Mr. J.H.Dalmia, Mrs. Kavita Dalmia, Mr. Gautam Dalmia and Mrs. Anupama
Dalmia and the trust was set up for the benefit of the beneficiaries. The beneficiary of the Trust
is Ms. Sumana Dalmia.

Shree Nirman Limited
Shree Nirman Ltd. is having its Registered Office at 4, Scindia House , New Delhi-110001.
It falls under the category of others associated with the promoters of the Company




                                             59
                                                    INFORMATION MEMORANDUM


CURRENCY OF PRESENTATION
In this Information Memorandum all references to “Rupees” or “Rs” “Re” are to Indian
Rupees, the legal currency of the Republic of India.


DIVIDEND POLICY
The Company does not have any formal dividend policy vis a vis the equity shares. The
declaration and payment of equity dividend in a company is recommended by our Board
of Directors and approved by the shareholders, at their discretion, and will depend on a
number of factors, including but not limited to our profits, capital requirements and
overall financial condition.




                                         60
                                                           INFORMATION MEMORANDUM


                                FINANCIAL INFORMATION

                                        Auditors’ Report

   The Board of Directors,
   Landmark Property Development Company Limited
   Rajgangpur,
   Orissa - 770 017

   Re:     Listing of Landmark Property Development Company Limited (formerly known
           as Konark Minerals Limited)

   Dear Sirs,

   1.      We have examined the books and accounts of Landmark Property Development
           Company Limited (‘LPDC’ or ‘the Company) (formerly known as Konark
           Minerals Limited) for the five financial years ended 31st March, 2008, being the
           last date upto which the accounts of the Company have been made up and
           audited by us / other auditors for presentation to the members.

   2      In accordance with the requirements of:
   a.     Paragraph B (1) of Part II of Schedule II to the Companies Act, 1956
   b.     The Securities and Exchange Board of India (Disclosure and Investor Protection)
          Guidelines 2000 issued by SEBI on January 19, 2000 (in pursuance of Section 11 of
          SEBI Act, 1992), and as amended.
   c.     Instructions dated 25th June 2008 received from the Company, requesting us to
          carry out work in connection with the listing of equity shares by the Company.
   The financial information referred to in this report is proposed to be included in the
   Information Memorandum of the Company to be filed with the SEBI.

   We report that:
A. The attached restated summary statement of assets and liabilities of the Company for the
   above period / years as set out in Annexure I and the attached restated summary
   statement of profits and losses and the attached restated statement of cash flows for years
   ended on that date as set out in Annexure II & III have been made, after charging all
   expenses including depreciation and after making such adjustments and regrouping as,
   in our opinion are considered appropriate and more fully described in notes appearing in
   Annexure IV.

B. Other Financial Information
   We have examined the following financial information relating to LPDC proposed to be
   included in the Information Memorandum, as approved by you and annexed to this
   report.
   1.      Specified ratios for the respective years (Annexure V).
   2.      Capitalization statement as at 31st march 2008 (Annexure VI)
   3.      Tax Shelter Statement for the year ended 31st March 2008 (Annexure VII)
   The Company has not declared dividends during any financial year covered in this
   report and hence the information regarding rates of dividend in respect of each class of
   shares has not been disclosed.


                                             61
                                                     INFORMATION MEMORANDUM


There are no disclosures found required relating to leases under the relevant accounting
standard.
There are no extra-ordinary items, which need to be disclosed separately in the summary
of financial statements as restated.
Attention is drawn to Note no. 2 of Notes to Accounts (Annexure – IV) dealing with
merger of Real Estate Undertaking of OCL India Limited with the Company, the
appointed date being 01.01.2007.
The Company’s management is responsible for the preparation of the summary financial
statements. We have performed such tests and procedures, which, in our opinion, were
necessary for our reporting to you. These procedures include comparison of the annexed
financial information with the Company’s audited financial statements. Based on such
procedures carried out by us and review of the records produced to us and the
information and explanations given to us by the Company’s management, and our
comments in the foregoing paragraphs, we confirm that nothing has come to our
attention to show non-compliance with the SEBI Guidelines.
This report should not in any way be considered as a re-issuance or re-dating of any of
the previous audit reports issued by us or other firms of Chartered Accountants nor
should it be construed as a new opinion on any of the financial statements referred to
therein.
This report is intended solely for your information and for inclusion in the Information
Memorandum in connection with the listing of the equity shares of the Company and is
not to be used, referred to or distributed for any other purpose without our prior written
consent.

                                                           For V. Sankar Aiyar & Co.
                                                           Chartered Accountants


                                                           (Ajay Gupta)
Place: New Delhi                                           Partner
Dated: 01.07.2008                                          Membership No. 90104




                                         62
                                                                            INFORMATION MEMORANDUM


       Landmark Property Development Company Limited
       (Previously known as Konark Minerals Limited)
                                                                                                                       Annexure - I
       Summary of Assets and Liabilities as restated                                                                   (Rs in Lacs)


                                                                   As at         As at        As at          As at       As at
                                Particulars
                                                                 31.03.2008    31.03.2007   31.03.2006    31.03.2005   31.03.2004
A.     Fixed Assets
     i) Gross block                                                    0.85          7.20         7.20          7.20          7.20
       Less : Depreciation                                             0.20          5.25         4.43          3.05          0.76
       Net Block                                                       0.65          1.95         2.77          4.15          6.44
       Less : Revaluation Reserve (if any)                              -             -            -             -             -
       Net block after adjustment for Revaluation Reserve              0.65          1.95         2.77          4.15          6.44


B      Deferred Tax Assets                                             5.32          6.19         2.07          2.24          0.14


C      Current Assets, Loans and Advances
       Inventories                                                      -             -         205.72        205.72        200.07
       Sundry Debtors                                                   -            3.98         0.07          0.07          8.38
       Cash and Bank balances                                        875.34      2,341.75        46.59         41.78         24.49
       Loans and Advances                                          4,129.15      2,776.63         2.26          2.21          2.06
       Other Current Assets                                          268.93        125.30         0.22          0.37          0.04
                                                                   5,273.42      5,247.66       254.86        250.15        235.04


       Total Assets    (A+B+C)                                     5,279.39      5,255.80       259.70        256.54        241.62


D      Liabilities and Provisions


       Loan funds
       Secured Loans                                                    -          239.32          -             -             -
       Unsecured Loans                                                14.02         43.32          -             -             -


       Current Liabilities & Provisions
       Current liabilities                                             6.42         24.93       222.46        224.76        218.71
       Provisions                                                     (1.82)         0.16        (0.37)         0.37          (0.31)


       Total Liabilities and Provisions      (D)                      18.62        307.73       222.09        225.13        218.40


E      Net worth       (A+B+C-D)                                   5,260.77      4,948.07        37.61         31.41         23.22


       Represented by
       Share Capital                                               1,341.43          5.00         5.00          5.00          5.00
       Share Capital Suspense a/c                                       -        1,336.43


       Reserves & Surplus                                          3,919.34      3,606.64        32.61         26.41         18.22
       Less : Revaluation Reserve                                       -             -            -             -             -
       Reserves (Net of Revaluation Reserve)                       3,919.34      3,606.64        32.61         26.41         18.22


       Total                                                       5,260.77      4,948.07        37.61         31.41         23.22




                                                            63
                                                                     INFORMATION MEMORANDUM


  Landmark Property Development Company Limited
  (Previously known as Konark Minerals Limited)
                                                                                                             Annexure - II
  Summary of Profits and Losses as restated                                                                   (Rs in Lacs)



                                                                 Year Ended Year Ended Year Ended Year Ended Year Ended
                               Particulars
                                                                  31.03.2008 31.03.2007 31.03.2006 31.03.2005 31.03.2004



  Income
  Sales                                                                -         10.76      48.19      80.70        36.97
  Other Income                                                      584.80     184.81        6.46       3.16         1.84

  Total                                                             584.80     195.57       54.65      83.86        38.81


  Expenditure
  Employee Remuneration & Benefits                                    9.28        3.38       0.93       0.95         0.88
  Payment to Contractors                                               -          7.48      33.49      56.08        25.75
  Other Expenditure on Operation, Administration & Selling           49.69       26.06       8.98      11.66         5.53

  Total                                                              58.97       36.92      43.40      68.69        32.16

  Profit before Interest, Depreciation and Tax                      525.83     158.65       11.25      15.17         6.65

  Interest                                                           43.85        5.70        -          -            -
  Profit before Depreciation and Tax                                481.98     152.95       11.25      15.17         6.65


  Depreciation                                                        0.10        0.82       1.37       2.29         0.76
  Profit / (Loss) before Tax                                        481.88     152.13        9.88      12.88         5.89


  Current Tax                                                       168.10       55.15       3.15       6.51         1.90
  Deferred Tax                                                        0.88       (4.13)      0.17      (2.11)        0.20
  Fringe Benefit Tax                                                  0.20        0.15       0.01
  Provision for Tax (relating to earlier years)                        -          0.93       0.34       0.29          -

  Profit / (Loss) after Tax                                         312.70     100.03        6.21       8.19         3.79


  Add : Balance b/f from Previous Year                              120.83       20.80      15.21       7.84         4.43


  Profit available for appropriation                                433.53     120.83       21.42      16.03         8.22


  Appropriations
  Proposed Dividend                                                    -           -          -          -            -
  Income Tax on Dividend                                               -           -          -          -            -
  Transfer to General Reserve                                          -           -         0.62       0.82         0.38


  Balance transferred to Balance Sheet                              433.53     120.83       20.80      15.21         7.84


  Notes
1 There are no adjustments resulting from audit qualification.




                                                         64
                                                                           INFORMATION MEMORANDUM


Landmark Property Development Company Limited
(Previously known as Konark Minerals Limited)
                                                                                                                    Annexure - III
Summary of Cash Flow Statement as restated                                                                            (Rs in Lacs)



                                                                Year Ended     Year Ended     Year Ended Year Ended Year Ended
                          Particulars
                                                                 31.03.2008     31.03.2007     31.03.2006 31.03.2005 31.03.2004



Cash Flow from Operating Activities
Net Profit before taxes and extrordinary items                      481.88         152.13          9.88       12.88           5.89
Adjustments for :
Depreciation for the year                                             0.10           0.82          1.37        2.29           0.76
(Profit) / Loss on sale of fixed assets                               (7.10)          -             -           -              -
Interest expense                                                     43.85           5.70           -           -              -
Interest income                                                    (269.23)       (113.70)         (2.77)     (2.25)         (1.69)

Operating Profit before working capital changes                     249.50          44.95          8.48       12.92           4.96
Adjustment for
(Increase) / decrease in inventories                                   -           205.72           -         (5.65)      (200.07)
Increase / (decrease) in trade and other payables                   (18.27)       (197.53)         (2.30)      6.05        217.39
(Increase) / decrease in trade and other receivables               (804.90)       (370.36)         0.10        7.83         (10.29)
Cash generated from operations                                     (573.67)       (317.22)         6.28       21.15         11.99
Income tax refund / (paid)                                         (170.54)        (55.68)         (4.24)     (6.11)         (1.93)
Net Cash from Operating activities                                 (744.21)       (372.90)         2.04       15.04         10.06


Cash flow from Investing activities
Additions to fixed assets (net of deductions)                         (0.27)          -             -           -            (6.49)
Sale and other credit of fixed assets                                 8.57            -             -           -              -
Space Booking including assets acquired on merger                  (687.25)     (2,533.00)
Interest income                                                     269.23         113.70          2.77        2.25           1.69
Net Cash from (used) in Investment activities                      (409.72)     (2,419.30)         2.77        2.25          (4.80)


Cash flow from financing activities
Reserves & Surplus arising from Demerger including Share
Capital Suspense A/c                                                   -         4,810.42           -           -              -
Increase / (decrease) in secured borrowings - term loans           (239.32)        239.32           -           -              -
Increase / (decrease) in unsecured borrowings                       (29.31)         43.32           -           -              -
Interest paid                                                       (43.85)          (5.70)         -           -              -
                                                                   (312.48)      5,087.36           -           -              -


Net change in cash & cash equivalents                            (1,466.41)      2,295.16          4.81       17.29           5.26


NET CHANGE IN CASH & CASH EQUIVALENTS
Balance at the end of the year                                      875.34       2,341.75         46.59       41.78         24.49
Balance at the begining of the year                               2,341.75          46.59         41.78       24.49         19.23
                                                                 (1,466.41)      2,295.16          4.81       17.29           5.26




                                                           65
                                                                         INFORMATION MEMORANDUM




                                                                                                                 Annexure - IV




Landmark Property Development Company Limited
(formerly known as Konark Minerals Limited)


  Significant Accounting Policies



  1.   Accounting Convention
       The financial statements are prepared under historical cost convention, on a going concern basis and in
       accordance with applicable accounting standards.


  2.   Use of Estimates
       The preparation of financial statements requires management to make certain estimates and assumptions that
       affect the amount reported in the financial statements and notes thereto. Differences between actual results and
       estimates are recognised in the period in which they materialised.



  3    Fixed Assets and Depreciation
       a) Fixed assets are shown at cost less accumulated depreciation. All significant costs incidental to the
           acquisition of assets are capitalised.
       b) Depreciation is provided on WDV method at the rates and in the manner specified in Schedule XIV to the
           Companies Act, 1956, except on Intangible Assets, which is amortised over the period of 3 years. However
           intangible assets costing less than Rs. 10,000/- are written off in the year of acquisition.
       c) Depreciation on additions is calculated prorata from the month of addition.




                                                           66
                                                               INFORMATION MEMORANDUM




4   Interest Income
    Interest on bank deposits / loans / space bookings is recognised on time proportion basis.
    Interest on Post Office Savings Bank Accounts is accounted for as and when received.


5   Deferred Tax
    In accordance with Accounting Standard-22 'Taxes on income', deferred tax is recognised, subject to consideration
    of prudence, being the difference between accounting and taxable income that originate in one year and are
    capable of reversal in subsequent year.


6   Impairment of Assets
    Impairment loss, if any, is recognised in accordance with Accounting Standard-28


7   Provisions and Contingencies
    The Company creates a provision when there is a present obligation as a result of past event that probably
    requires an outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure of
    contingent liability is made when there is a possible obligation or a present obligation that will probably not require
    outflow of resources or where a reliable estimate of the obligation can not be made




                                               67
                                                                                 INFORMATION MEMORANDUM


Notes forming part of the Balance Sheet

 1 The name of the Company has been changed from Konark Minerals Limited to Landmark Property Development
    Company Limited w.e.f. 23rd January 2008


 2 The Hon’ble High Court of Orissa, Cuttack, vide its Order dt. 27.11.2007, sanctioned the scheme of arrangement
    for transfer of the Real Estate undertaking of OCL India Ltd. to the Company, the appointed date being 01.01.2007.
    The aforesaid Order was filed with the Registrar of Companies, Orissa on 20.12.2007, whereupon the scheme
    became effective. In terms of the scheme, OCL India Ltd. had carried on the business and activities of the Real
    Estate undertaking on behalf of and in trust for the Company for the period 01.01.2007 to 19.12.2007. Accordingly,
    the assets and liabilities of the Real Estate undertaking stand merged and vested in the Company as of
    01.01.2007.


 3 As specified in the scheme of arrangement, the Company has issued shares to the shareholders of OCL India
    Ltd. in the ratio of 3 shares (of Re. 1 each) for every one share held by them (record date being 5th March,2008),
    resulting in increase of the paid capital of the Company by Rs.13,36,43,160. The Company has filed applications
    to get the shares listed in the Bombay Stock Exchange Limited ( BSE) and National Stock Exchange of India Limited
    (NSE).


 4 The Company has not accepted public deposits within the meaning and provisions of sec 58A and 58AA of the
    Companies Act 1956. As per the scheme of arrangement (clause 4.7 of Part III), OCL India Ltd. transferred
    proportionate part of the general and multipurpose borrowings, which included "Public Deposits", covered by the
    aforesaid sections. The Scheme provides, inter alia that, if considered necessary for the sake of convenience and
    towards facilitating single point creditor discharge, the primary obligation to redeem / repay shall be of OCL India
    Ltd. Accordingly, the public deposits allocated to the Company is being discharged.


 5 Loans and advances includes some advances due from private limited companies in which Mr. Gaurav Dalmia,
    Managing Director is a member / director. Part of these balances were taken over on merger of Real Estate
    undertaking of OCL India Limited, the effective date being 20th December 2007 and and part of these given before
    Mr. Gaurav Dalmia was appointed as the Director of the Company w.e.f. 29th January, 2008. Accordingly, sections
    295 and 297 of the Companies Act, 1956 do not apply to transactions entered prior to the date of his becoming the
    Director


 6 In the opinion of the Board and to the best of their knowledge and belief, the value on realisation of current
    assets, loans and advances in the ordinary course of business would not be less than the amount at which they
    are stated in the Balance Sheet.


 7 The Company has not received any information from suppliers or service providers, whether they are covered
    under Micro, Small and Medium Enterprises (Development) Act 2006. Therefore, it has not been possible to give
    the information required under the Act.




                                                                 68
                                                                             INFORMATION MEMORANDUM


                                                                                       31.03.2008                    31.03.2007
                                                                                                     Rs. In Lakhs
8 Remuneration to Auditors
   Auditors
       Audit Fees                                                                                1.00                             0.10
       Expense Reimbursement                                                                     -                                -
   In other Capacities
       Tax Audit                                                                                 0.25                             -
       Certification work                                                                        1.35                             -
   Service Tax on above                                                                          0.32                             0.01


9 AS - 15 on Employee Benefits
   Considering that the number of employees as on 31.03.2008 are four, of which three joined after 19.12.2007, the
   accruing liability for gratuity and leave encashment are not material and hence no disclosure is considered
   necessary.


10 Segment Reporting
   Since the Company primarily operates in one segment - Real Estate Development , segment reporting as required
   under Accounting Standard - 17 is not applicable. There is no reportable geographical segment either.


11 Related Party Disclosure as per Accounting Standard-18
   a) Related parties and their relationship :
        i Key management personnel :Shri Gaurav Dalmia ( Managing Director )
       ii Enterprises over which key management personnel are able to exercise significant influence :
          a) Landmark Landholdings Private Limited
          b) Ansal Landmark Townships Private Limited
          c) Astir Properties Private Limited
                                                                                          31.03.2008                     31.03.2007
                                                                                                     Rs. In Lakhs
   b) Transactions with above in ordinary course business :
        i Transactions with parties referred in (i) above :                                Nil                          Nil


       ii Transactions with parties referred in (ii) above :
          a ) Loan given                                                                   1,525.00                               -
          b ) Repayment of loan given                                                        625.00                               -
          c ) Payment made for space booking (Net)                                           575.00                               -
          d ) Rent paid                                                                          4.51                             -
          e ) Security Deposits paid                                                             8.02                             -
          f ) Interest Income on loans / space bookings                                      381.98                               -


   c) Closing Balance of Related Parties
       Receivable
          Loans                                                                              900.00                               -
          Against Space Booking                                                            3,220.25                               -
          Interest receivable                                                                254.22                               -
          Security Deposit                                                                       8.02                             -



                                                                                          31.03.2008                     31.03.2007
                                                                                                     Rs. In Lakhs
12 Earning per share (EPS) as per Accounting Standard - 20
       Profit after current and deferred tax                                                 312.70                           100.04
       Weighted average No. of equity share of Rs.1/- each                              134,143,160                     33,910,790
       EPS Basic / Diluted (Rs.)                                                                 0.23                             0.29



13 Production (MT) (of Fire Clay)                                                                -                             1,824
   Sales (MT) ( of Fire Clay)                                                                    -                             1,824




                                                               69
                                                                             INFORMATION MEMORANDUM



Landmark Property Development Company Limited
(Previously known as Konark Minerals Limited)
                                                                                                                    Annexure - V
Key Accounting Ratios                                                                                                (Rs in Lacs)




                                                                         As at              As at        As at          As at
                       Particulars                  As at 31.03.2008
                                                                       31.03.2007         31.03.2006   31.03.2005     31.03.2004


Earning per Share ( in Rs) (Face value Rs 1 each)              0.23                0.29         1.24         1.64           0.76


Cash Earning per Share (CEPS) ( in Rs.)                        0.23                0.30         1.52         2.10           0.91


Net Asset Value per Share (Rs)                                 3.92                3.69         7.52         6.28           4.64


Return on Net worth                                           5.94%            2.02%          16.51%       26.07%         16.32%




Definition of Key Ratios:


Earning per Share (Rs)                              Profit after tax / Number of equity Shares


Cash Earning per Share (CEPS)                       (Profit after Tax + Depreciation) / Number of Equity Shares


Net Asset Value per Share (Rs)                      Net worth / No. of Equity Shares


Return on Net worth (%)                             Profit after Tax / Net worth




Profit / (Loss) after Tax                                    312.70          100.03             6.21         8.19           3.79


Depreciation                                                   0.10                0.82         1.37         2.29           0.76


Profit after Tax before Depreciation                         312.80          100.85             7.58        10.48           4.55


Weighted average no. of equity shares during the
period (in Nos) (FV of Rs. 1 each)                     134,143,160       33,910,790          500,000      500,000        500,000


Equity Share Capital                                       1,341.43         1,341.43            5.00         5.00           5.00


Net Worth                                                  5,260.77         4,948.07           37.61        31.41          23.22




                                                             70
                                                      INFORMATION MEMORANDUM


Landmark Property Development Company Limited
(Previously known as Konark Minerals Limited)
                                                             Annexure - VI
Capitalisation Statement at at 31st March 2008               (Rs in Lacs)


                        Particulars              Pre Issue     Post Issue

Loan Funds:

Long Term Debt                                        -              -
Short Term Debt                                       -              -
Fixed Deposits                                      14.02          14.02

Total   - A                                         14.02          14.02


Shareholders' Funds:

Share Capital                                    1,341.43       1,341.43
Share Capital Suspense a/c                            -              -
Reserves & Surplus                               3,919.34       3,919.34

Total   - B                                      5,260.77       5,260.77

Debt - Equity Ratio ( A/ B)                         0.003          0.003




                                           71
                                                             INFORMATION MEMORANDUM


Landmark Property Development Company Limited
(Previously known as Konark Minerals Limited)
                                                                         Annexure - VII
Statement of Tax shelter                                                  (Rs in Lacs)

                                                                              As at
                               Particulars
                                                                           31.03.2008


Profit / (Loss) before Tax                                                     481.88


Tax Rate
Normal                                                                           30.00
Surcharge                                                                         3.00
                                                                                 33.00
Education Cess                                                                    0.99
                                                                                 33.99


Tax at Notional Rate                                              (A)          163.79


Permanent Differences
Penalties                                                                         0.01
Other disallowance                                                                7.05
Long Trem Capital Gain                                                           (5.03)
Profit on Sale of car                                                            (0.29)
Excess Prov Written Back                                                         (8.76)


Temporary Differences
Difference due to expenses allowable / disallowed u/s 35DD                        6.40



Total Adjustments                                                                (0.62)
Tax Saving thereon                                                (B)            (0.21)
Tax Liability after considering the adjustments                  (A+B)         163.58
Tax on Long Term Capital Gain                                                     0.87
Tax Payable for the year                                                       164.45




                                                     72
                                                       INFORMATION MEMORANDUM


FINANCIAL AND OTHER INFORMATION OF GROUP COMPANIES

The list of entities promoted by the Company either by themselves or jointly with other
entities and their group companies is provided under the section-Introduction (List of
persons entities comprising promoters). Unless mentioned otherwise, all LPDC Group
companies are unlisted companies and have not made any public issue in the preceding
three years. Unless mentioned otherwise, none of them has become a sick company
under the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA)
and are not under winding up.

Group Companies

There are total 59 companies forming part of the Group, comprising of 21 listed and 38
unlisted companies. None of our group companies are sick or under winding up.

Top Listed Companies

Out of 21 listed companies that we have in the Group, excepting Dalmia Cement (Bharat)
Limited and OCL, shares of none of the companies are actively traded in the stock
exchanges where they are listed. Therefore, excepting OCL and Dalmia Cement (Bharat)
Limited, we have choosed companies based on their turnover.

BUSINESS OF OCL AND ITS PRODUCTS

Cement Division – Its beginning and growth:

The Cement manufacturing plant of the Company was set up during 1951 at Rajgangpur,
in Sundargarh District of Orissa State with one wet process kiln have a capacity of 1.65
lakhs tonnes per annum (LTPA). The plant commenced production during 1952. The
immediate aim of the Company then was to manufacture and supply cement for the
construction of the prestigious Hirakud Dam Project which was one of the few major
infrastructure development projects initiate immediately after the country gained
independence. A second wet process kiln was added and commissioned in 1957, thereby
increasing the production capacity to 4.01 LTPA. During 1988, consequent upon switch
over from wet process to dry process technology of cement manufacture, the installed
capacity of the plant increased to 5.25 LTPA the cement production capacity further
increased to 6.50 LTPA during 1992-93 and to 8.00 LTPA during 1993-94. During 1997-98
it carried out a cement capacity expansion programme and added the world’s largest slag
grinding Vertical Roller Mill supplied by Loesche GmbH of Germany raising its installed
capacity to 1 Million Tonnes per annum with effect from 19.05.1997. The Company
received its ISO 9002 certification for clinker and Cement in 1998. The capacity of the mill
has been further increased to 1.275 MT in November 2002 consequent upon installation of
Second Cement Vertical Roller Mill. During 2004 the capacity has been further increased
to 1.425 MT consequent upon expansion and moderanisation raw mill and with recent
expansion carried out in 2005, the capacity has been further to increased to 1.8 MT &
subsequently to 2.0 MT by Installation of Third Cement Vertical Roller Mill.

The Product and its positioning in the market

Apart from manufacturing and supplying cement for use in special application areas like
the manufacture of asbestos cement products and Railway sleepers etc., the Company
manufactures ordinary Portland and Portland Slag Cement and markets them under the


                                          73
                                                      INFORMATION MEMORANDUM


Brand name “KONARK”. The Konark brand cement reputed for its quality is an
acknowledged market leader in Orissa. It is also marketed in the States of West Bengal,
Bihar and in the North Eastern States of Assam, Meghalaya, Arunachal Pradesh, Manipur
and Nagaland. Konark Brand Cement is also being regularly exported to Bangladesh and
enjoys a distinct brand pull in the Northern region of Bangladesh. Konark brand cement
has extensively been used in the construction of various prestigious dams, barrages and
Port facilities etc., like Hirakund dam, Upper Kolab Dam, Rengali barrage, the Second
Hooghly bridge Rabindra Sethy at Calcutta, Paradeep Port, Haldia Port, IB Thermal, RSP,
NTPC, Bokaro Steel Plant, NALCO and others.

Refractory Division – A Diversification into new line and its consolidation

The refractory plant of the Company was set up in 1956, adjacent to the Cement Plant at
Rajgangpur, Orissa.


The Product range

The company manufacturers a wide spectrum of sophisticated Refractories including
silica Refractories for use in coke ovens, high temperature blast furnace stoves and glass
industries; Fire clay and High Alumina Refractories for use in steel plants and glass
industries; Basic Refractories for use in Steel, Non-ferrous, glass and cement industries;
Magnesia Carbon Bricks, continuous Casting Refractories and new generation high
performance Castables and pre-cast blocks for various other specialized industrial
applications. The present manufacturing capacity of the Company’s refractory Plant is
80,000 tonnes per annum.

Sponge Iron & Steel Unit

OCL has set up four kilns for sponge Iron with a total capacity of 1.20 Lakh TPA. In fact
all the four kilns have been set up one after the other over a period of twelve months
starting January 2002. The steel billets plant with installed capacity of 0.85 lac MT per
annum has been commissioned from May 2006. The said business has been demerged
with effect from January 1, 2007 into OCL Iron & Steel Limited.

Installing Captive Power Plant

OCL has installed a Captive Power Plant of 14 MW capacity, which would partly run on
waste heat available at the sponge Iron Plant and Partly coal based. The captive power
plant is expected to decrease the cost of power substantially. Cost of power is a major
head of expenditure for cement industry. Having a captive power plant will give us ad
edge over our competitors. The said plant has been demerged with effect from January 1,
2007 into OCL Iron & Steel Limited.

Know How, Technical Collaboration & in-house R&D Collaboration

Starting with initial technical know how from Dr. C. Otto and Co, Germany, OCL
subsequently entered into a collaboration with General Refractories of USA for expansion
of its factory and enlarging of the products range. Aimed at the integrating its operations
with the global market, OCL have continued its involvement with the world leaders of
refractory technology and entered into collaboration with T.Y.K CORPORATION of
Japan for manufacture of magnesia carbon bricks, new generation castables, precast


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                                                       INFORMATION MEMORANDUM


blocks, continuous casting refractories, alumina silicon carbide carbon and alumina
magnesia carbon refractories. The company has entered in to a tie up with PILIBRICO
Gmbh, Luxembourg for manufacture of gas purging refractories.

In House R&D Facilities

Side by side with these technical collaboration, OCL in order to stand firmly on its feet
have, right from the beginning, been giving full emphasis on its own research and
development activities. As a result, OCL today boasts of a full-fledged in house R&D
Wing with state-of-art equipment and facilities. Besides, it has also promoted an
independent R&D centre - DALMIA INSTITUTE OF SCIENTIFIC & INDUSTRIAL
RESEARCH. The strong R&D base and large pool of highly experienced scientists and
engineers have enable OCL not only to progressively absorb changing and advance
technologies, but also to continuously improve upon the same for optimum results and
ultimate satisfaction of the customers. As a measure of success of its continuous
productive and in some respects fundamental R&D works, OCL today holds to its credit
as many as patents in India and abroad for refractory products and process. A large
number of high quality products successfully developed through OCL's own R&D efforts
are noted for their excellent quality and performance.

Quality

Main focus at OCL has been on complete customer satisfaction. To achieve this, OCL has
adopted TOTAL QUALITY MANAGEMENT, for which Eicher Consultancy Services
Limited are the main consultants. OCL also has unique distinction of being the first
manufacturer of refractories to get ISO 9001 CERTIFICATION from RWTUV, Germany
in the year 1994 for its silica products. Later on, it has also got ISO 9001 certification to
cover refractory bricks and monolithics of basic, silica, firebrick & high alumina quality
including magnesia carbon, slide gate, castables, precast, & concast refractories. OCL has
strict quality assurance system to ensure full conformity of its products to the required
specification and also timely deliveries.

Packing

For packing of its product, OCL have a separate packing section equipped with latest
facilities. Packing are designed to ensure necessary protection against adverse weather
conditions and for safe transportation for delivery in intact conditions at destinations.

Domestic & Overseas Customer

OCL has an excellent supply performance record to its credit. It has been catering to the
bulk requirements of different categories of sophisticated Refractories for integrated steel
plants, mini steel plants, and also non ferrous industries like cement, copper, aluminium,
glass etc. in India. On the strength of quality of its bricks and excellent record of
adherence to supply schedules, OCL has also established its presence in global market to
a large measure. Within a short period, OCL has carved out a good share in the
international market for its silica Refractories for both Coke Oven Batteries and High
Temperature Blast Furnace Stoves. OCL share in the international market is fast
expanding, as the excellent quality of its products are gaining in acceptance in different
advanced countries in Europe, America, Africa etc. OCL confidently looks forward to
progressively higher levels of export turn-over in future years.



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                                                           INFORMATION MEMORANDUM


Particulars of High, Low and Average share prices of OCL


      Year                     BSE                                NSE
                     High     Low     Average         High         Low    Average
     2005-06         220      110       165            151         144      147
     2006-07         349      126       237            143         138      140
     2007-08         384       98       241            385          88      236
Source: Websites of BSE Limited and NSE Limited

Shareholding pattern of OCL

 S. No.      Category                No. of shares held        % of Shareholding
 1.          Promoters Holding       3,95,98,139               69.59%
 2.          Public shareholding     1,73,02,081               30.41%
             TOTAL                   5,69,00,220               100%


Capital structure of OCL

                                                     As on March 31, 2008 (Rs in lacs)
 Authorized Share Capital
 1,00,000 Shares of Rs. 100/- each                   1,00.00
 7,00,00,000 Ordinary Shares of Rs. 2/- each         14,00.00
 Total                                               15,00.00
 Issued Share Capital
 6,36,31,805 Ordinary Shares of Rs. 2/- each         1272.64
 Subscribed Share Capital
 5,69,00,220 Ordinary Shares of Rs,. 2/- each        1138.00
 Add: Share Forfeited Account                        0.50
 Total                                               1138.50

Financial Performance of OCL

                             (Amount in Rs. in lacs) (Except EPS and Book value)
 Particulars                    2003-04  2004-05        2005-06   2006-07    2007-08
 Sales & Other Income          38914.62 49186.77       30804.79 82449.99    91311.00
 PAT                            2260.57  2816.54        3779.26   7751.93   11380.00
 Equity Capital                  594.09    594.11        764.17    891.45    1138.00
 Reserves                      13974.24 16430.19       21359.13 35523.69    54172.00
 EPS (in Rs.)
 - Basic                             37.48         44.05         10.76     18.46         21.58
 - Diluted                           37.48         44.05         10.76     18.46         21.58
 Book value per share
 (in Rs)                           244.72         286.79         57.94     81.74         97.21




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                                                     INFORMATION MEMORANDUM


Board of Directors of OCL

 Name of Directors                            Designation
 Shri Pradip Kumar Khaitan                    Chairman
 Shri D. N. Davar                             Director
 Shri V. D. Jhunjhunwala                      Director
 Dr. S. R. Jain                               Director
 Dr. Ramesh C. Vaish                          Director
 Shri V. P. Sood                              Whole Time Director
 Shri Puneet Dalmia                           Director


Dalmia Cement (Bharat) Limited

Dalmia Cement (Bharat) Limited (“Dalmia Cement”) was incorporated under the
Companies Act, 1913, on November 1, 1951 to take over the Indian assets including the
cement plant at Dalmiapuram at Tamil Nadu of Dalmia Cement Limited, which was
promoted by late Mr. Jaidayal Dalmia in 1939. The present promoters of the Company
are Mr. J. H. Dalmia and Mr. Y. H. Dalmia.

At the time of takeover from Dalmia Cement Limited in 1951, Dalmia Cement had two
kilns, one of 250 MT capacity of semi-dry single pass based process and other of 503 MT
capacity on wet-dry process. A third kiln of 508 MT capacity on wet-dry process
operation was thereafter commissioned. A fourth kiln, a vertical shaft kiln of 200 MT
capacity was installed in the year 1981. In 1987, as part of the modernization programme,
two of the kilns based on wet process of 508 TPH capacity were replaced by a dry process
kiln of 1500 TPD. The crushing and grinding capacity was also augmented by installation
of crushing mill of 400 TPH and raw grinding mill of 150 TPH capacity. During 1997-98,
Dalmia Cement took up an expansion of the capacity by installing vertical roller mill and
new grinding department. As a consequence, the total installed capacity increased to
1.034 MnTPA. The unit was awarded the ISO 9002 certification on November 16, 1999.
Dalmia Cement is in the process of expanding its cement plant by undertaking a brown
field project and the total cement capacity with this expansion will be 3.5 million t.p.a.

To augment the captive power resources of the cement unit, Dalmia Cement set up a
wind farm with a capacity of 16.525 MW at Muppandal, Kanyakumari, Tamil Nadu, in
various phases since 1993. Presently, it has 53 wind electric generators.

Dalmia Cement acquired the Magnesite Corporation of India Limited in 1958. In 1964,
The Magnesite Corporation of India Limited was amalgamated with Dalmia Cement,
bringing in its fold the manufacture of dead burnt magnesite. The plant had a capacity of
72,000 tonnes per annum. In 1998, Dalmia Cement installed a magnesia carbon bricks
plant with a capacity of 7,500 tonnes per annum.

In 1970, Dalmia Cement started its travel division under the name and style of Govan
Travels. It is a fully accredited IATA approved travel agency with offices at Delhi,
Bangalore, Mumbai, Chennai, Cochin and Bangalore.

In 1990, Dalmia Cement set up an electronics unit in Keonics City, Bangalore to
manufacture Multi Layer Ceramic Chip Capacitors with technical know how from
Palomar Systems and Machines of USA. Dalmia Cement also established a Chip Resistor



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                                                       INFORMATION MEMORANDUM


unit at the same site with technical know- how from Pacific InfoTech Corporation, USA.
The unit has been accredited with the ISO 9002 certification on January 20, 2000.

M/s Vivek Ganna Limited, which possessed a license for manufacture of sugar was
amalgamated with Dalmia Cement as per the orders of the High Courts of Calcutta and
Madras. In December 1994, Dalmia Cement has set up a 2500 tonnes cane crushing
capacity per day at Ramgarh in Sitapur district of Uttar Pradesh under the name and
style of ‘Ramgarh Chini Mills’. During FY 2000, Dalmia Cement expanded the capacity
of its sugar plant to 5000 tonnes crushing capacity per day.

Particulars of High, Low and Average prices of Dalmia Cement
      Year                   BSE                             NSE
                    High    Low      Average      High        Low      Average
     2005-06        819     137        478         797        149        473
     2006-07        460     190        325         451        225        338
     2007-08        568     278        423         569        279        424
Source: Websites of BSE Limited and NSE Limited

Shareholding Pattern of Dalmia Cement

 S. No.    Category                     No. of shares held    % of Shareholding
 1.        Promoters shareholding          4,43,46,190              54.85%
 2.        Public shareholding             3,64,97,453              45.15%
           TOTAL                           8,08,43,643             100.00%

Capital Structure of Dalmia Cement

                                                             As on March 31, 2008 (in Rs)
 SHARE CAPITAL
 A. AUTHORISED CAPITAL
 11,46,31,160 Equity Shares of Rs. 2 each                                        22,92,62,320
 8,53,68,840 Unclassified Shares of Rs. 2 each                                   17,07,37,680
       Total                                                                     40,00,00,000
 B. ISSUED, SUBSCRIBED & PAID UP CAPITAL
 8,08,43,643 Equity shares of Rs. 2 each                                            161687286
 C. PRESENT ISSUE                                                                         Nil
 D. PAID UP CAPITAL AFTER THE PRESENT
 ISSUE
 8,08,43,643 Equity shares of Rs. 2 each                                         161687286
 E. SHARE PREMIUM ACCOUNT                                                                Nil
 Total                                                                    Rs. 1,99,46,93,695

Financial Summary of Dalmia Cement

                                                                                     Rs. Million
                                     31.3.04      31.3.05    31.3.06     31.03.07        31.03.08
 Sales and Other Income                4654         5431       7316     11425.61        16452.22
 Profit after tax                       254          309        848         2289         3471.52
 Share Capital                           77           77         77           85          161.69
 Earning per Share (Rs.)                6.63        8.07      22.18        53.95           69.70


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                                                    INFORMATION MEMORANDUM



 Net Worth per Share (Rs.)            91.06     93.66     111.76     176.34         141.90

Board of Directors of Dalmia Cement

 Name of Directors                 Designation
 Shri P.K. Khaitan                 Chairman
 Shri Jai Hari Dalmia              Vice-Chairnan
 Shri Y. H. Dalmia                 Vice-Chairnan
 Shri Gautam Dalmia                Joint Managing Director
 Shri Puneet Dalmia                Managing Director
 Shri N. Gopalaswamy -             Whole-time Director
 Shri M. H. Dalmia                 Director
 Shri N. Khaitan                   Director
 Shri M. Raghupathy                Director
 Shri J.S. Baijal                  Director
 Shri Donald M. Peck               Director
 Shri T Venkatesan                 Whole-time Director
 Shri G N Bajpai                   Whole-time Director


Hari Machines Limited

Hari Machines Limited (“Hari Machines”) was incorporated on July 13, 1948 and fresh
certificate of incorporation was issued on March 19, 1987 due to change of name to Hari
Machines Limited from Cement Distributors Limited. Hari Machines is into the business
of manufacturing of refractory and ceramic machinery / steel plant equipments.

Shareholding Pattern of Hari Machines

 Category                     Number of Equity Shares               % of Total
 Promoters
 Mr. Mridu Hari Dalmia        34,500                                17.25
 Mr. Raghu Hari Dalmia        35,000                                17.50
 Sub Total [A]                69,500                                34.75
 Promoter Group
 Smt Abha Dalmia & Mr. Mridu 38,975                                 19.48
 Hari Dalmia
 Smt Padma Dalmia & Mr. Raghu 38,475                                19.23
 Hari Dalmia
 Sub Total [B]                77,450                                38.71
 Others
 Oriental Insurance Co Ltd    4,140                                 2.07
 Individual                   48,910                                24.46
 Sub Total [C]                53,050                                26.54
 Total [A+B+C]                2,00,000                              100




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                                                     INFORMATION MEMORANDUM


Board of Directors of Hari Machines

 Name of Directors                            Designation
 Mr. M.H. Dalmia                              Director
 Mr. R.H. Dalmia                              Director
 Mr. M.L. Dujari                              Director
 Mr. Mayadhar Mishra                          Director
 Mr. Sabyasachi Mishra                        Whole-time Director
 Mr. Jainarayan Tiwari                        Director

Financial Summary of Hari Machines
                                                                               (Rs. in lacs)
          Year             2003-04       2004-05       2005-06      2006-07          2007-08
Sales & Other Income       5421.73       13363.24      11565.55     8813.77         11007.27
PAT                         418.70        891.21        639.09       415.20           437.80
Equity Capital              20.00          20.00         20.00       20.00            20.00
Reserves & Surplus          924.77        1815.99       2455.08     2870.29          3308.08
EPS (Rs.)                   209.35        445.61        319.55        207.60          218.90
Net Worth                   944.77       1835.99       2475.08      2890.29          3328.08
Book Value per share        473.00        927.00       1237.50      1445.00          1664.04
(Rs.)

Stock Market Data

The company is listed on Cacutta Stock Exchange. However, the shares of Hari Machines
are not actively traded on the exchange and therefore the market price data cannot be
provided.

Kabirdas Investments Limited

Kabirdas Investments Limited (Kabirdas Investments) was incorporated on December 27,
1974. Kabirdas Investments is a non-banking finance company. The Promoter of Kabirdas
Investments is Mr. R. H. Dalmia. Kabirdas Investments is engaged in investment and
financing activities as per its main objects, which include carrying on business of an
investment Company, to acquire shares and other securities, etc.

Shareholding Pattern of Kabirdas Investments

 S. No.   Category                   No. of shares held        % of Shareholding
 1.       Promoters Holding          29,65,301                 74.93 %
 2.       Public shareholding        9,91,869                  25.07%

Board of Directors of Kabirdas Investments

 Name of Directors                               Designation

 Mr. R.H. Dalmia                                 Director
 Mr. H B. Belwal                                 Director
 Mr. R.K. Agrawal                                Director




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                                                  INFORMATION MEMORANDUM


Financial Summary of Kabirdas Investments
                                                                        (Rs. in lacs)
           Year              2003-04    2004-05    2005-06      2006-07    2007-08
Sales & Other Income           41.04      41.98      47.54        65.22      82.45
PAT                             27.4      15.52      28.93        40.52      55.47
Equity Capital                39.57      39.57      39.57        39.57       39.57
Reserves & Surplus            584.29     598.20     629.01       669.53     725.00
EPS (Rs.)                       0.69       0.39       0.73         1.02       1.40
Net Worth                     623.86     637.77     668.58       709.10     764.57
Book Value per share (Rs.)     15.76      16.12      16.90        17.92      19.32

Stock Market Data

The company is listed on Delhi and Kolkata stock exchanges. However, the shares of
Kabirdas Investments are not actively traded on the exchange and therefore the market
price data cannot be provided.




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                                                    INFORMATION MEMORANDUM


MANAGEMENT DISCUSSION & ANALYSIS OF THE FINANCIAL CONDITION
AND RESULT OF OPERATIONS AS REFLECTED IN THE FINANCIAL
STATEMENTS

The Company was incorporated under the name and style of Konark Minerals Limited
on 28th December, 1976. The Certificate for Commencement of Business was obtained on
19th January, 1977. The Company has meager business operations prior to demerger.

Pursuant to a Scheme of Arrangement the entire ‘Real Estate Undertaking’ of OCL as a
going concern together with all the assets and liabilities relating to the ‘Real Estate
Undertaking’ is transferred to and vested in the Company with effect from 20th December
2007. Therefore the main source of Company’s income will be from the operations of the
Real Estate Undertaking.

For details of ‘Real Estate Undertaking’ with all the assets and liabilities, which was
transferred to and vested in the Company please see sections titled – “SCHEME OF
ARRANGEMENT”.




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                                                       INFORMATION MEMORANDUM


OUTSTANDING LITIGATION, DEFAULTS AND MATERIAL DEVELOPMENTS

Except as described below, there are no outstanding or pending litigation, suit, criminal
or civil prosecution, proceeding or tax liabilities against our Company, our Directors, our
Promoter or our Promoter Group Companies that would have a material adverse effect
on our business and there are no defaults, non payment or overdue of statutory dues,
institutional/ bank dues or dues payable to holders of debentures, bonds and fixed
deposits and arrears of preference shares (irrespective of whether they are specified
under Part I of Schedule XIII of the Act), that would have a material adverse effect on our
business:

LITIGATION INVOLVING OUR COMPANY

Civil Appeal No. 1883 of 2006 (State of Orissa Vrs. National Aluminium Company
Limited – Konark Minerals Limited – Supreme Court)


The State of Orissa enacted the Orissa Rural Infrastructure and Socio-Economic
Development Act, 2004 (ORISED) to provide additional resources for development of
infrastructure, promotion of education and employment and for the socio-economic
development in rural, backward and mining areas of the State which extends to the
whole of the State of Orissa. The Act was published in the Orissa Gazette Extraordinary
on 01.02.2005.

The Company challenged the said Act by filing a writ petition before Hon’ble High Court
of Orissa. The Hon’ble High Court by a common judgment and order dated 05.12.2005
struck down the constitutional validity of the ORISED Act and directed the State of
Orissa to refund the tax collected under the impugned Act.

State of Orissa filed a Special Leave Petition (SLP) in Hon’ble Supreme Court challenging
the judgment dated 05.12.2005 of the Hon’ble High Court. The said SLP was registered as
Civil Appeal No. 1883 of 2006. In the said petition State of Orissa prayed for interim relief
to stay the judgment of OHC as it will be facing a huge burden of refund of ORISED tax
collected by it.

The said appeal was listed for hearing on 01.08.2007 and Hon’ble Supreme Court directed
the Respondents to file an affidavit confined to the prayer for interim relief. On
14.08.2007 KML filed an affidavit opposing the prayer of the State of Orissa for grant of
interim relief.




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                                                      INFORMATION MEMORANDUM


DETAILS OF LITIGATIONS AGAINST GROUP COMPANY

OCL India Limited

A.     CASES PENDING IN THE SUPREME COURT

SLP (CIVIL) NO.5113/2003
(OCL Vs State of Orissa & others)

Filed by the Company challenging the final order passed by Hon’ble High Court of
Orissa dismissing the writ petition bearing OJC No. 14424 / 1999 (8747/2000 - OCL Vs.
State of Orissa and others) declaring that the State legislature has power and authority to
extend operation of the Orissa Entry Tax Act, 1999 through out the state including an
industrial township. The case is pending.

SLP (CIVIL) NO.5264/2006

(State of Orissa Vs OCL and others)

Filed by the State Orissa Challenging the final order passed by the Hon’ble High Court of
Orissa striking down the validity of “Orissa Rural infrastructure and Socio Economic
development Act,2004 and Rules made there under and notification dated 25.05.2005
issued under the provisions of Section 3 (2) .


B.     CASES PENDING IN THE HIGH COURT FILED BY THE COMPANY

OJC NO. 2480/1989
(OCL India Limited Vs. State of Orissa and Others)

Filed by the Company against State of Orissa & Ors. Challenging the order dated
18th/19th October 1983 of the Tahasildar, Rajgangpur charging water rates under the
provisions of Orissa Irrigation Act, 1959 by notice dated 12th February, 1988 for
Rs.2,39,538/- for the years 1980-81 to 1987-88.

The contention of the Company is that the Tahasildar is not vested with the power under
the Irrigation Act, to levy water rate as the water drawn by the company was from a
natural source and not from any irrigated source and the company sought for the interim
injunction to restrain the effect of the aforesaid order and notice.

The Orissa High Court passed an interim order to the effect that no coercive measures be
taken for realization of water charges until further orders and the said order was made
absolute on 16.10.1989.

The case is pending for further proceedings.

A P NO.1878/1991
(OCL India Limited Vs. State of West Bengal and others)

Filed by the Company in Calcutta High Court against State of West Bengal and others,
challenging the order of the Competent Authority, rejecting the Company’s application
for exemption under Section 20 of the Urban Land (Ceiling and Regulation) Act, 1976 and


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                                                       INFORMATION MEMORANDUM


final statement under Section 9 of the said Act in respect of Agarpara land. The Company
sought for a direction to the Competent Authority to withdraw/ revoke/ recall/cancel
the purported final settlement under Section 9 of the Urban Land (Ceiling and
Regulation) Act, 1976 and also to grant injunction to restrain the Competent Authority
from giving effect to / taking steps in terms of its final settlement for vesting of land. As
both the parties were absent when the case abruptly came up for hearing, the case was
dismissed. The Company filed a petition for restoration of the case. The cost of the land
involved in the matter is Rs.3.58 lakhs. The case is pending.

OJC NO. 4696/1993
(OCL India Limited Vs. Union of India and others)

The Company challenged the notification dated 17.03.1993 prohibiting the employment
of contract labour in limestone and dolomite mines in the activities covering raising of
and transportation of limestone including loading and unloading from mine site to
factory. The Hon’ble High Court of Orissa by its order dated 02.08.1993 granted stay until
further orders. The case is pending. The Company does not foresee any liability in this
case.

OJC NO. 8106/1995
(OCL India Limited Vs. Union of India & Others)

Filed by the Company against Union of India and Others challenging the validity of
Bonus (Amendment Act) 1995 which gave retrospective effect from 01.04.1993 to
amendment relating to eligibility criteria for earning bonus i.e raising of limit of monthly
salary from Rs. 2,500 per month to Rs. 3,500 per month. Also challenged the salary limit
for computation of bonus, which was enhanced from Rs 1600 per month to
Rs 2500 per month. The Company has obtained stay. The maximum liability on this
account may be Rs. 21.92 lakhs. The Case is pending.

OJC NO. 9371/1995
(OCL India Limited Vs. Union of India & Others)

The Company’s consignments were sent from O C Siding, Rajgangpur to Dimapur, New
Bongaigaon, Silchar, New Guwahati via longer route without the instruction of the
Company. In the process Railways collected excess freight. The Company filed a writ
against Union of India and Others for refund of Rs. 1,33,85,384 being the excess freight
collected by Railways on the basis of longer route used for delivery of the consignment
instead of the shortest route to destination.. The Company’s contention is that Railway
Board is not authorised to issue General Order No. 1 of 1990 for rationalisation of longer
route as such power is vested with Central Government only. The case is pending.

OJC NO. 8767/ 1996
(OCL India Limited Vs. Union of India & Others)

The Company challenged the notification dated 04.07.1996 prohibiting the employment
of contract labour in limestone and dolomite mines in the activities covering raising and
transportation of limestone including loading and unloading within mine site. The
Hon’ble High Court of Orissa by its order dated 09.09.1996 granted stay until further
orders. The Company does not foresee any liability in this case.




                                           85
                                                      INFORMATION MEMORANDUM



OJC NO. 12894/1997
(OCL India Limited Vs. State of Orissa & Others)

The Company executed a lease deed with State Government of Orissa for grant of mining
lease for Limestone and Dolomite. The Company paid under protest Rs.15.55 lakhs
towards stamp duty and registration fee of Rs.7.41 lakhs. The said stamp duty was
collected on the basis of estimated royalty on limestone and dolomite expected to be
raised by the Company. The Company contends that the stamp duty should have been
calculated on the basis of annual dead rent in terms on Section 9(A)(2) of Indian Stamp
Act read with IIIrd schedule to Mines and Minerals (Regulation & Development) Act,
1957 and not on the basis of estimated royalty. As such the Company filed this case
against State of Orissa & Ors. Claiming refund of excess stamp duty of Rs.15.50 lakhs and
registration charges of Rs. 7.38 lakhs total amounting to Rs.22.88 lakhs paid on execution
of mining lease for Lanjiberna Lime Stone area. The case is pending.

OJC NO.10599/1998
(OCL India Limited Vs. State of Orissa& Others)

Filed by the Company against State of Orissa and others seeking stay of demand raised
by Regional Transport Officer for payment of Rs 16,36,240 as road tax on 11 dumpers
having capacity of 35 tonne. The Company relied upon the Supreme Court judgment,
which clearly states that the dumpers are not “Motor Vehicles” within the meaning of
Section 2 (28) of The Motor Vehicles Act, 1988 and Section 22 (b) of the Orissa Motor
Vehicles Taxation Act, 1975. The Hon’ble High Court of Orissa granted stay subject to
payment of 50% of the tax demanded. The Company paid Rs.23 lakhs till 31st March 2001
being 50% of the tax demanded. Subsequently on demand from the Regional Transport
Officer, Sundargarh, the balance 50% was also paid under protest. As the Company has
been paying for each quarter the full amount of tax under protest, the Company has no
liability. On the contrary refund may arise, if the case is decided in favour of the
Company. The Case is pending.

OJC No. 2863/1999
(OCL India Limited Vs. Union of India & Others)

Filed by the Company against Union of India and Others challenging the notification No.
S.O. 1255(E) dated 30.12.1988 issued by Govt. of India increasing the coal prices and a
premium of 10% on coal supplies by some of the collieries of Coal India Limited.
Collieries are supplying different grades of coal. On the basis of quality, coal is graded
and prices are accordingly fixed. However SECL has been charging 10% premium on it’s
different grades of coal in comparison to same grades of coal supplied by other collieries.
The Company contended that the premium of 10% charged by selected coal fields like
ECL on the basis of A, B, C and D grade coal is ultra vires the Constitution and hit by
Article 14 of the Constitution. The Company demanded refund of Rs. 36 lakhs premium
collected for the period from 01.01.1989 to 31.03.1993. The case is pending

WP (C) NO. 4273/2002
(OCL India Limited Vs. Union of India & Others)

Shri Rabi Narayan Behera, Sr. Clerk, Share and Law Department raised an industrial
dispute challenging the termination of his service on the ground of disobedience. The
said case was registered as ID Case No. 6/2001 in the Labour Court, Sambalpur. State


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                                                        INFORMATION MEMORANDUM


Govt. on request of Shri Behera transferred the said case to Labour Court, Bhubaneswar
without giving an opportunity of hearing to the Company. The Company filed writ in
Orissa High Court challenging the order of Government of Orissa transferring the ID
Case from Labour Court, Sambalpur to Labour Court, Bhubaneswar. Stay is granted by
Orissa High court. During the pendency of the said writ Shri Behera entered into a
settlement with the Company in Form–K and received Rs. 1,50,000/- towards full and
final settlement of his claim. In view of this development the Company filed withdrawal
petition in the High Court for withdrawal of the writ. The ID case in the Labour Court
will accordingly be disposed off in terms of the settlement. The case is pending

WP (W) NO.14732/2002
(OCL India Limited Vs. Jute Commissioner, Kolkata)

As per the Jute Packaging Materials (Compulsory use in packaging commodities) Act,
1997 Cement manufacturers are required to use jute packaging materials for supply or
distribution up to 50% of their total production. Show cause notice dated 20.08.2002 was
issued by the Jute Commissioner, Calcutta alleging violation of two orders dated
March15, 1995 and June 30, 1997. By the said notice, the Company was required to show
cause as to why penal action should not be taken against it for violation of the said
orders.

The Company filed a writ Petition in Calcutta High Court challenging the said show
cause notice and stay was granted by the Court against the show cause notice. The Union
of India through Jute Commissioner filed petition for transfer of all writ petitions along
with other proceedings pending before various High Courts for hearing and disposal on
merit by the Supreme Court. While the Company may be liable for non-compliance up to
an amount equal to double the cost of the jute packaging material, which ought to have
been used, liability, if any, in this regard is not ascertainable. The case is pending in
Calcutta High Court.

WP (C) NO.521/2003
(OCL India Limited Vs. Presiding officer, IT, Rourkela & Others)

Utkal Shramik Sangh a registered union raised an Industrial Dispute for regularisation of
Abdul Sabur Khan and 18 others. The said case was registered as ID Case No. 27/2001 in
the Industrial Tribunal, Rourkela. The Hon’ble Tribunal passed an award ignoring the
additional documents filed by the Company as evidence. When the award was pending
for publication, the Company filed a writ for staying the publication of the award. The
High Court stayed the publication of the award till disposal of the case. Subsequently the
Company entered into amicable settlement in Form –K with the workmen and paid the
agreed compensation amount. The Company filed withdrawal petition enclosing Form-K
on 23.06.2006. The disposal order is awaited.

RSA NO. 530/2003
(OCL India Limited Vs. Laxmidhar Roul)

Shri Laxmi Dhar Roul, a former employee of the Company un-authorisedly constructed
a house on the land acquired by the Company for clay extraction. The Company filed a
civil suit in the Court of Civil Judge, Senior Division, Sundargarh for declaration of right,
title, interest and for recovery of possession 0.02 acres of the Company land encroached
by Shri Roul. The learned Civil Judge, Sr. Division passed the order in favour of the
Company. The said order was challenged by Shri Roul by filing a Title Appeal


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No.10/1997 in the Court of District Judge, Sundargarh which set aside the order of lower
court by judgment dated 07.08.2003. The Company challenged the said judgment by this
Second Appeal. The case is pending.

WP(C) NO. 1131/2004
(OCL India Limited Vs. State of Orissa & Others)

Shri Gayadhar Sahoo, Mason was dismissed from services on the grounds of
disobedience, misbehavior and absence from duty. He raised an industrial dispute and
was registered with the Labour Court, Sambalpur as Industrial Dispute Case No. 1/2003.
Vide order dated 01.01.2004 the said case has been transferred from the registry of
Labour Court, Sambalpur to the Registry of Industrial Tribunal, Rourkela for
adjudication.

Being aggrieved by the said order, the Company filed the writ Application under Article
226 and 227 of the Constitution of India in the Hon’ble High Court of Orissa. The Hon’ble
Court vide order dated 09.02.2004 stayed the proceedings of the ID case No.1/2003. The
case is pending for further proceedings.


RSA NO. 85/2004
(OCL India Limited Vs. Duryodhan Behera)

Shri Duryodhan Behera, a former employee of the Company un-authorisedly
constructed a small hut on the land acquired by the Company for clay extraction. The
Company filed a civil suit in the Court of Civil Judge, Senior Division, Sundargarh for
declaration of right, title, interest and for recovery of possession of area admeasuring
17’.6” X 12’.6” of the Company’s land encroached by Shri Behera. The learned Civil
Judge, Sr. Division passed the order in favour of the Company. The said order was
challenged by Shri Behera by filing a Title Appeal No.4/1994 in the Court of District
Judge, Sundargarh which set aside the order of lower court by judgment dated
18.12.2003. The Company challenged the said judgment. The case is pending.

WP (C) NO. 9168/2004
(OCL India Limited Vs. The Cess Appellate Committee & Another)

The Assessing Authority of State Pollution Control Board, Orissa by it’s order dated
12.09.2000 assessed the water cess for the period from September -1999 till July-2000 as
Rs.1,81,349/- which includes Rs.1,78,764/- towards cess on water merely pumped out
from the bottom of the mines pit to the surface area. The Company has preferred an
appeal before the Cess Appellate Committee against the assessment order cum demand
notice dated 12.09.2000, which was out rightly rejected by the Appellate Authority on the
ground that the appeal was time barred. Against this order Company filed the writ
petition in the High Court of Orissa challenging the assessment –cum- demand notice
dated 12.09.2000 for Rs. 1,81,349/- passed by Orissa Pollution Control Board and order
dated 15.04.2004 passed by the Cess Appellate Committee of State Pollution Control
Board, Orissa. The main’ contention of the company is that mine drainage water pumped
out by the Company from mines pit to mines surface does not amount to consumption /
pollution and hence not liable for Cess. The matter came up for hearing on 02.11.2006 and
the Hon’ble court stayed the order of Cess Appellate committee till next date. The case is
pending for further proceedings.



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FAO NO. 53/2005
(OCL India Limited Vs The Regional Director ESI Corpn. & Anr)

The Company disputed payment of contribution on overtime wages, cycle allowance,
LTA etc. The Company received demand notice dated 27.06.1995 to pay a sum of
Rs.2,06,883/- on account of non-payment of contribution on account of “overtime”
allowance for the period 01.02.1993 to 31.01.1994. Company filed Misc. case under section
75 of the Employees State insurance Act, 1948 in the Court of District Judge, Puri. Ld.
District Judge was pleased to stay the demand notice vide its order dated 27.01.2000.
Subsequently the case was transferred to the Ld. District Judge, Khurda, Bhubaneswar
and renumbered as Misc. Case No. 267 of 2001. Pursuant to interim order of the Dist.
Judge, Khurda the Company deposited the ESI contribution on overtime time wages
leaving contribution on cycle allowance and LTA. On 24.12.2004 the Ld. District Judge,
Khurda, Bhubaneswar was pleased to dispose the matter by directing the Company to
deposit the ESI contribution on Cycle allowance along with interest on the contribution
from due date. Aggrieved by this order the Company filed this Appeal and Hon’ble High
Court by its order dated 11.02.2005 stayed the order of the lower Court till 29.04.2005. On
17.11.2006 the Hon’ble High court extended the stay till further order. The case is
pending for further orders. The Company may be liable to pay interest @ 12% PA on
Rs.2,06,883/- from 28.02.1990 being the date of demand till date of payment of ESI
contribution.


FAO NO. 54/2005
(OCL India Limited Vs The Regional Director ESI Corpn.& Anr)

Filed by the Company challenging the judgment dated 24.12.2004 passed by the District
Judge –Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No. 241/2001
directing payment of interest from the date of demand of ESI contribution on overtime
wages. High Court by it’s order dated 11.02.2005 has stayed the order of the lower Court
till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further orders.
The Company may be liable to pay interest @ 12% PA on Rs.72,185/- from 28.02.1990
being the date of demand till date of payment of ESI contribution.

FAO NO. 55/2005
(OCL India Limited Vs The Regional Director ESI Corpn.& Anr)

Filed by the Company challenging the judgment dated 24.12.2004 passed by the District
Judge –Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No. 242/2001
directing payment of interest from the date of demand of ESI contribution on overtime
wages. High Court by it’s order dated 11.02.2005 has stayed the order of the lower Court
till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further orders.
The Company may be liable to pay interest @ 12% PA on Rs.60,728/- from 28.02.1990
being the date of demand till date of payment of ESI contribution.

FAO NO. 56/2005
(OCL India Limited Vs The Regional Director ESI Corpn.& Anr)

Filed by the Company challenging the judgment dated 24.12.2004 passed by the District
Judge –Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No. 243/2001,
directing payment of interest from the date of demand of ESI contribution on overtime
wages. High Court by it’s order dated. 11.02.2005 has stayed the order of the lower Court


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till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further orders.
The Company may be liable to pay interest @ 12% PA on Rs. 2,11,631/- from 25.09.1991
being the date of demand till date of payment of ESI contribution.

FAO NO. 57/2005
(OCL India Limited Vs The Regional Director ESI Corpn.& Anr)

Filed by the Company challenging the judgment dated 24.12.2004 passed by the District
Judge - Cum - ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No. 246/2001
directing payment of interest from the date of demand of ESI contribution on overtime
wages. High Court by its order dated 11.02.2005 has stayed the order of the lower Court
till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further order.
The Company may be liable to pay interest @ 12% PA on Rs.1,60,734/- from 10.06.1991
being the date of demand till date of payment of ESI contribution.

FAO NO. 58/2005
(OCL India Limited Vs The Regional Director ESI Corpn.& Anr)

Filed by the Company challenging the judgment dated 24.12.2004 passed by the District
Judge –Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No.
252/2001directing payment of interest from the date of demand of ESI contribution on
overtime wages. High Court by it’s order dated 11.02.2005 has stayed the order of the
lower Court till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till
further orders. The Company may be liable to pay interest @ 12% PA on Rs.1,21,495/-
from 26.06.1992 being the date of demand till date of payment of ESI contribution.

FAO NO. 59/2005
(OCL India Limited Vs The Regional Director ESI Corpn.& Anr)

Filed by the Company challenging the judgment dated 24.12.2004 passed by the District
Judge –Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No.261/2001
directing payment of interest from the date of demand of ESI contribution on overtime
wages. High Court by it’s order dated 11.02.2005 has stayed the order of the lower Court
till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further orders.
The Company may be liable to pay interest @ 12% PA on Rs.1,79,962/- from 21.03.1994
being the date of demand till date of payment of ESI contribution.

FAO NO. 60/2005
(OCL India Limited Vs The Regional Director ESI Corpn.& Anr)

Filed by the Company challenging the judgment dated 24.12.2004passed by the District
Judge –Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No.
266/2001directing payment of interest from the date of demand of ESI contribution on
overtime wages. High Court by it’s order dated 11.02.2005 has stayed the order of the
lower Court till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till
further order The Company may be liable to pay interest @ 12% PA on Rs.4,63,166/- from
18.07.1995 being the date of demand till date of payment of ESI contribution.




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                                                       INFORMATION MEMORANDUM


FAO NO. 61/2005
(OCL India Limited Vs The Regional Director ESI Corpn.& Anr)

Filed by the Company challenging the judgment dated 24.12.2004 passed by the District
Judge - Cum - ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No. 251/2001
directing payment of interest from the date of demand of ESI contribution on overtime
wages. High Court by it’s order dated 11.02.2005 has stayed the order of the lower Court
till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till further orders.
The Company may be liable to pay interest @ 12% PA on Rs.2,07,911/- from 26.07.1992
being the date of demand till date of payment of ESI contribution.

FAO NO. 62/2005
(OCL India Limited Vs The Regional Director ESI Corpn.& Anr)

Filed by the Company challenging the judgment dated 24.12.2004 passed by the District
Judge– Cum- ESI Court, Khurda at Bhubaneswar in ESI Misc. Case No.
262/2001directing payment of interest from the date of demand of ESI contribution on
overtime wages. High Court by it’s order dated 11.02.2005 has stayed the order of the
lower Court till 29.04.2005. On 17.11.2006 the Hon’ble High court extended the stay till
further orders. The Company may be liable to pay interest @ 12% PA on Rs.3,77,261/-
from 02.11.1993 being the date of demand till date of payment of ESI contribution.

WP (C) N0.4778/2005
(OCL India Limited Vs State of Orissa &Ors)

Filed by the Company challenging the demand notice No.434 dated 23.03.2005 for
Rs.4,17,172/- and demand notice No. 435 dated 24.03.2005 for Rs.5,95,100/- both issued
by the Regional Transport Officer(RTO), Sundargarh demanding payment of road tax
and penalty in respect of seven pay loaders and one pick and carry Hydraulic crane
operated in the factory premises of the Company. The Company in it’s reply to the RTO
contended that the said pay loaders and pick and carry Hydraulic crane are not motor
vehicles within the meaning of under Section 2(28) of The Motor Vehicles Act, 1988.
Hon’ble Orissa High Court by its order dated 10.05.2005 restrained the RTO, Sundargarh
for giving any further effect to the demand notice till further orders.

WP(C) NO 7529/2005
(OCL India Limited Vs Union of India &Others)

Filed by the Company challenging the letter dated 25.04.2005 issued by the Chief Sales
Manager, MCL directing the Company to lift coal for it’s Refractory unit by E-auction or
to pay the average E-auction price of particular grade of coal in violation of the terms and
conditions of the agreement dated 07.01.2004 entered into between the Company and
Mahanadi Coalfields Limited. By interim order dated 21.06.2005 Hon’ble Orissa High
Court directed MCL to supply coal as per agreement but at enhanced price. The
differential amount shall be kept in a separate interest bearing account till disposal of the
case. The case is pending.




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WP (C) NO. 3266/2006
(OCL Vs. Union of India and others)

The Chief Goods Supervisor, OC Siding, Rajgangpur, S E Railway, levied overloading
punitive charges for Rs. 7,25,070/- alleging overloading of iron ore loaded from Barsuan
and Nuamundi station and consigned to OC Siding, Rajgangpur (S E Railway). The
action of the Company was based on the Special rate circular bearing Sl. No. 79(G) 2005
dated 11.05.2005 which revised the permissible capacity of BOXN wagos, with effect from
15.05.2005. This circular permits carrying capacity of CC+8 tonnes in place of CC+4
tonnes in respect of specified materials like iron ore in designated routes. The Railways
action is based on the withdrawal of the said circular with retrospective effect i.e. with
effect from 15.05.2005. The Company challenged the levy on the ground that withdrawal
of the previous circular dated 11.05.2005 with retrospective effect is illegal. The Hon’ble
Orissa High Court by it’s order dated 08.03.2006 stayed the said demand till the next
date.

WP (C) NO. 4214/2006
(OCL Vs. Union of India and others)

The Chief Goods Supervisor, OC Siding, Rajgangpur, S E Railway, levied overloading
punitive charges for Rs.9,67,613/- alleging overloading of coal despatched from Akaltara
and consigned to OC Siding, Rajgangpur. The Company filed writ petition challenging
the levy on the ground that weigment of the wagons is incorrect due to faulty
weighbridge of the Railways. The Hon’ble Orissa High Court by it’s order dated
31.03.2006 stayed the said demand till the next date.

WP (C) NO.6628/2006
(OCL Vs. Union of India and others)

The Company was allotted a coal block for captive mining of coal jointly with M/s
Rungta Mines (leader) and M/s Ocean Ispat Ltd. The Ministry of coal and mines
indicated three options. The leader of the joint allottees opted for Option III. It is clarified
by the Ministry of Coal that the draft agreement proposed under Option III is only model
form and the same can be altered/modified by mutual agreement. The Company
intimated it's preference to work the coal mine through a joint venture company to
ensure equal representation to the joint allot tees in activities of the venture and sharing
of the coal raised in proportion of their coal entitlement stands inter se. In the event the
Ministry directs to adopt Option III, a draft has been suggested with modification to
Option III. However the Government refused to accept the proposal and directed the
parties that Radhikapur coal block shall be worked only by the leader M/s Rungta Mines
and joint allottees shall surrender their right to the leader. The Company filed a writ
challenging the said letter dated 25.04.2006 which ignored the proposal of the joint
allottees. Orissa High Court by its' order dated 18.05.2006 directed the Ministry of Coal
not to take any decision prejudicial to the interest of the Company in respect of the coal
block in question unless all of them agree to sign the draft agreement as proposed by the
Government.




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WP NO.2632/2006
(OCL Vs. State of Chhatishgarh and others)

Filed by the Company challenging legality and validity of Chhatishgarh (Adhosanrachna
Vikas Avam Paryavaran) Upkar Adhiniyam, 2005 and Rules made thereunder. The
aforesaid Act provides for levy of cess ion land for raising funds to implement
infrastructure development projects and environment projects. The Hon'ble Chhatisgarh
High Court by it's order dated 07.06.2006 held that the cess that may be recovered under
the impugned enactment shall be subject to the final result of the writ petition and
directed listing of the case for final hearing in second week of July.

WP NO.2633/2006
(OCL Vs. State of Chhatishgarh and other)

South Eastern Coal Fields Limited supplied 11093 MT of coal from the mines of SECL,
Corba Raigarh during the period 04.04.2006 to 05.05.2006.and demanded cess under
Chhatisgarh (Adhosanrachna Vikas avam Paryavaran) Upkar Adhiniyam, 2005 and
Rules made thereunder. The Company filed writ petition for staying the said demand.
The Hon’ble Chhatisgarh High Court by it’s order dated 07.06.2006 held that the cess that
may be recovered under the impugned enactment shall be subject to the final result of the
writ petition and directed listing of the case for final hearing in second week of July.

WP (C) NO. 8683/2006
(OCL Vs. State of Orissa and others)

An industrial dispute arose between the workmen and it’s contractor M/s Rattan
Enterprises with regard to entitlement of wages at higher rate. The State Government
while referring the dispute wrongly impleaded the Company as a party to the dispute
and the said reference was registered as Industrial Dispute case No. 16 of 2005 in
Industrial Tribunal, Rourkela. The Company challenged the said illegal reference dated
26.11.2005 of Government of Orissa, Labour and Employment Department on the ground
that the dispute is between the workmen and the Contractor and is contrary to the
Section 12(5) read with Section 10(1)(d) of the Industrial Disputes Act, 1947.

W P (C) NO. 15805/2006
(OCL Vs. The Cess Appellate Committee and another)

Filed by the company challenging the authority of Cess Appellate Committee and the
State Pollution Control Board in levying consolidated demand of Rs. 11,81,840/- towards
cess on mine drainage water. The consolidated demand was raised on the basis of
dismissal of our appeal before the Cess Appellate Committee. The initial demand of
Rs. 1,81,349 was stayed by the Hon’ble High court of Orissa in WP(C) No.9168/2004.The
case is pending.

W P (C) NO. 7701/2007
(OCL Vs. State of Orissa and Shri Gokul Das)

Filed by the Company challenging the award dated 04.04.2007 passed by the Presiding
Officer, Labour Court, Sambalpur in I D Case No. 72/2002 reinstating Shri Gokul Das
with back wages. Misc. Case No. 7272/2007 also filed praying for a stay of the award and
exempting from paying wages U/s 17-B of the ID Act,1947 to Shri Das. In the meantime
the workman approached for an out of Court settlement and accordingly settlement in


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Form –K has been filed in the Court with a prayer to dispose off the case in terms of
settlement.


C.     CASES PENDING IN HIGH COURT FILED AGAINST THE COMPANY

OJC NO. 7381/1994
(Pravash Chandra Chakra Vs Labour Commissioner Orissa &Ors)

Shri Pravash Chandra Chakra (ex- Mechanist, Refractory Works) was superannuated
with effect from 10.11.1994 on attaining the age of 55 years in terms of the standing
orders of the Company. As per tripartite settlement dated 21.11.1990 the retirement age of
employees was increased to 58 years. However this benefit was not given to him, as the
standing order was not amended. He challenged the order of superannuation by filing
this case. The case is pending. The maximum liability in this case may be Rs.1,56,254/-.

OJC NO.2215/1996
(Sundargarh Industrial Mazdoor Union Vs Union of India & others)

Filed by Sundargarh Industrial Mazdoor Union (SIMU) against Union of India and
Others for quashing "The Employees Provident Funds and Miscellaneous Provisions
(Amendment Ordinance) 1995 making the Company as one of the Opposite Parties. The
Union contends that the Family Pension scheme framed through the ordinance is not
only arbitrary and unconstitutional but is highly detrimental to the employees. The case
is pending.

OJC NO. 7741/1997
(Workmen of OCL Vs Union of India)

Jute Packaging Materials (Compulsory use in packing commodities) Act,1987 requires
the Cement manufacturers to use jute packaging materials for supply and distribution
up to 50% of their production. Sundargarh Industrial Mazdoor Union (SIMU) challenged
the notification dated 15.03.1995 regarding compulsory use of 50% of jute bags as use of
jute bags is hazardous to the health of workmen. The Company has been made one of
the Opposite Parties. Stay has been granted by the Hon'ble court of Orissa. The case is
pending.

OJC NO. 12034/1998
(Purna Chandra Das Vs Union of India & others)

Demanding reinstatement in service after acquittal from the criminal case, Shri Purna
Chandra Das raised an industrial dispute, which was referred by the Government to the
Presiding Officer, Industrial Tribunal, Rourkela for adjudication. The said case was
registered as Industrial Dispute Case No. 12/1997. As Shri Das was not satisfied with the
reference of the case, filed this case in Orissa High Court for changing the reference and
obtained stay of the proceedings in Tribunal. The case is pending. As the reference
cannot be changed the Company does not foresee any liability in this case.




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OJC NO. 12170/1999
(Utkal Shramik Sangh Vs Union of India & others)

Filed by Utkal Shramik Sangh (USS) seeking direction from the Hon'ble High Court of
Orissa to State Government of Orissa to issue notification U/s 10(1) of " The Contract
Labour (R&A) Act,1970 pursuant to the recommendations made by the State Advisory
Board. The notification dated 28.04.2000 has already been published, hence the writ
becomes infructous. The case is pending

OJC NO. 10854/2000
(Sundargarh Industrial Mazdoor Union Vs State of Orissa & Others)

Filed by Sundargarh Industrial Mazdoor Union (SIMU) challenging the notification
dated 28.04.2000 issued by the State Government of Orissa for not abolishing contract
labour system in all the jobs recommended by the State Labour Advisory Board. The case
is pending

OJC N0.4797/2000
(Jagdish Chandra Das Vs Orissa Cement Limited)
The Company appointed Shri Jagdish Chandra Das as Apprentice Electrician on
12.05.1987 and he was given extension from time to time as an Apprentice Trainee. On
02.04.1990, he was given appointment on temporary basis for a period of one year only
subject to the condition that he has to obtain B- Class Lineman’s License within six
months. He failed to obtain the License within the time period, therefore Company
terminated his services. He raised an Industrial Dispute before the Presiding Officer,
Labour Court, Sambalpur vide No. 50/1993, challenging his termination. On 30.12.1999
the Presiding Officer, Labour Court, Sambalpur passed the award, stating that the
termination of Shri Jagdish Chandra Das was legal and justified and he is not entitled to
get any relief.

Aggrieved by the said order, Shri Jagdish Chandra Das filed an Application under Article
226 of the Constitution of India vide No. OJC 4797/2000 in the High Court of Orissa,
challenging the award of the Presiding Officer, Labour Court, Sambalpur. The case is
pending. The company does not foresee any liability in this case.

OJC NO. 4473/2002
(Ms. Beronica Bilung & Ors Vs. OCL India Limited)

Smt. Beronica Bilung and eight others of Lanjiberna Quarry, employees of Contractor
M/s Bhagawati Miners, filed the writ Application under Article 226 & 227 of the
Constitution of India in the High Court of Orissa, praying the Hon'ble High Court for a
direction to the Company to settle their statutory dues and eligible amount as per VR
Scheme. The contractor paid them as per VR scheme but they are disputing the basis
adopted for payment The writ is not maintainable since the Company and the Contractor
are not a State within the meaning of Article 12 of Constitution of India. The case is
pending for further proceedings. The Company does not foresee any liability in this case.

OJC NO. 4474/2002
(Ms. Jamini Kujur & Ors Vs. OCL India Limited)

Smt. Jamini Kujur and five others of Lanjiberna Quarry, employees of Contractor M/s
Vaishnoo Minerals, filed the writ Application under Article 226 & 227 of the Constitution


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                                                     INFORMATION MEMORANDUM


of India vide OJC No. 4474 of 2002 in the High Court of Orissa, praying the Hon'ble High
Court for a direction to the Company to settle their statutory dues and eligible amount as
per VR Scheme. The contractor paid them as per VR scheme but they are disputing the
basis adopted for payment. The writ is not maintainable since the Company and the
Contractor are not a State within the meaning of Article 12 of Constitution of India. The
case is pending for further proceedings. The Company does not foresee any liability in
this case.

OJC N0.4475/2002
(Ms. Norm Minz & Ors Vs. OCL India Limited)

Smt. Norm Minz and three others of Lanjiberna Quarry employees of Contractor M/s
Swastic Traders filed the writ Application under Article 226 & 227 of the Constitution of
India vide OJC No. 4475 of 2002 in the High Court of Orissa, praying the Hon'ble High
Court for a direction to the Company to settle their statutory dues and eligible amount as
per VR Scheme. The contractor paid them as per VR scheme but they are disputing the
basis adopted for payment The writ is not maintainable since the Company and the
Contractor are not a State within the meaning of Article 12 of Constitution of India. The
case is pending for further proceedings. The Company does not foresee any liability in
this case.

OJC N0.4476/2002
(Ms.Agnesh Ekka & Anr. Vs. OCL India Limited)

Smt. Agnesh Ekka and another of Lanjiberna Quarry employees of Contractor M/s
Pashupati Enterprises filed the writ Application under Article 226 & 227 of the
Constitution of India vide OJC No. 4476 of 2002 in the High Court of Orissa, praying the
Hon'ble High Court for a direction to the Company to settle their statutory dues and
eligible amount as per VR Scheme. The contractor paid them as per VR scheme but they
are disputing the basis adopted for payment The writ is not maintainable since the
Company and the Contractor are not a State within the meaning of Article 12 of
Constitution of India. The case is pending for further proceedings. The Company does
not foresee any liability in this case.

MISC. APPEAL NO.330/2000
(United India Insurance Co. Ltd. Vs Magal Ekka & Others)

Shri Mangal Ekka driver of Contractor M/s Sadique Ahamed met with an accident and
sustained injuries. He filed a claim for Rs. 1,00,000/- under the Workman's
Compensation Act bearing No. WC Case - 6/1997 impleading the Contractor, the
Company and the United India Insurance Company Limited. The WC Commissioner by
his order dated 29.03.2000 decided that the compensation payable was Rs.57,696/- and
not Rs.1,00,000/- as claimed by the workman. He directed the Insurance Company to
deposit compensation amount of Rs 57,696/-. Aggrieved with the order United India
Insurance Company file this appeal in Orissa High Court. The case is pending. The
maximum liability in this case may be Rs 57,696/-.

OJC NO.15583/2001
(Jairam Sahoo Vs Presiding officer, Labour Court, Sambalpur & Ors)

Sri Jairam Sahoo raised an Industrial dispute, which was registered as I D Case No.
48/1996, challenging his dismissal order and the Labour Court awarded lump sum


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                                                     INFORMATION MEMORANDUM


amount of Rs 1,50,000/- to Shri Jairam Sahoo ex-Pipe Fitter (Refractory Works) towards
final settlement instead of ordering re-instatement. The Company paid the said awarded
sum to the workman. However he filed a writ petition even after receiving the awarded
sum from the Company for quashing the award passed by the Presiding Officer, Labour
Court, Sambalpur. The case is pending.

F A O NO.84/2005
(Union of India represented through G M (Claims), NF Railway Vs. OCL and Others)

North Frontier Railway filed the appeal against the order dated 28.05.2004 of Railway
Claims Tribunal, Bhubaneswar in OA No.66/1994 and 67/1994 directing refund of Rs.
66,230/- along with 6% interest from the date of filing of the claim to the Company. The
claims were filed by the Company for claiming refund of excess freight charges collected
at the destination station on the basis of circular dated 14.06.1991, which was not in
existence at the time of booking of the consignment.

WP (C) NO.80/2006
(M/s Shiva Cement Limited Vs. State of Orissa and others)

Filed by M/s Shiva Cement Limited challenging the action of the DRDA, Balasore in
terminating the agreement for supply of cement @Rs.141/- per bag and awarding the
same contract to the Company @ Rs.158.50 per bag.

WP (C) No.488/2007
Utkal Shramik Sangh Vs Labour Commissioner of Orissa & others

Utkal Sharmik Sangh, the recognised union filed writ for injuncting Sundargarh Mazdoor
Sangh, another union, to operate as a union in the establishment of OCL India Limited
and for cancellation of its registration, if sufficient number of workmen of the Company
are not its members. The Hon’ble High court of Orissa by its order dated 18.01.2007
directed Opposite Party No.3 (OCL) to protect the interest of the Petitioners and directed
for listing on 28.02.2007 for final disposal at the stage of admission.

WP (C) No. 13251/2007
(Girija Shankar Sunani and another Vs. State of Orissa and five others)

Filed by Shri Girija Shankar Sunani and Smt. Menaka Sunani legal heirs of Late Mukund
Sunani against State of Orissa and five others for payment of adequate compensation to
the them for 1.320 acres of land acquired by the Collector, Sundargarh for SE Railway for
constructing railway siding for OCL India Limited. The parties alleged that they have not
received the compensation. The case is pending.

D.     CASES IN LOWER COURT FILED BY THE COMPANY

ATA NO. 390 (8)2002
(OCL Vs Regional PF Commissioner, Rourkela)

Filed by the Company challenging the order dated 31st July 2002 of Assistant Provident
Fund Commissioner, Sub Regional Office, Rourkela demanding PF contribution on
Special Allowance and Additional Special Allowance paid to all workmen amounting to
Rs.89,03,046/- for the wage period from 01.01.2000 to 31.12.2001 and interest of
Rs.16,33,441/-The contention of the Company is that Section 2(b) of the Provident Fund


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Act specifically excludes certain allowances like house rent allowance, overtime
allowance, any other similar allowance from the purview of the basic wages. The element
of special allowance falls within the exclusion clause. The Hon'ble Tribunal by it's order
dated 27.07.2005 directed the Company to deposit 25% of the determined amount within
two weeks for admission of the case for hearing. Accordingly the Company deposited
Rs.14,05,944/-. The case is pending.

ARBITRATION PROCEEDINGS BETWEEN
(OCL and Neelachal Ispat Nigam Limited)

Company has entered into an agreement on 12.05.1998 with Neelachal Ispat Nigam
Limited (formerly Konark Met Coke Limited which merged into the present Respondent
by virtue of the order of the Hon’ble High Court of Orissa under section 394(2) of the
Companies Act, 1956) for supply of 14081 MTs of different types of silica refractory bricks
and 1250 MTs of mortar for a total price of Rs.31.26 Crores.

As per the agreement the Claimant was required to manufacture the goods in accordance
with the specification of the order and offer the same for inspection to the Respondent.
After satisfying, with the quality of goods Respondent Company issued a certificate and
dispatch clearance to the Claimant Company. Thereafter, The Claimant Company
delivered the goods to the Respondent Company.

The Claimant Company manufactured the goods in accordance with the specification of
the order of the Respondent and the same was offered to the Respondent for inspection
and test and issuance of dispatch clearance but the Respondent did not issue the dispatch
clearance with in a reasonable period and thus prevented the Claimant from dispatching
the goods by adhering to the time schedule.

Being aggrieved with the act of the Respondent Company, The Claimant Company has
filed the claim before the Arbitral Tribunal and claimed damages of
Rs.12,87,41,119/- on account of loss sustained by them for such delay in dispatch of
goods manufactured and consequent delay in payment of the price thereof.

The Respondent Company has also raised three counter claims totaling
Rs.9,81,29,843/- against the Claimant Company. The hearing has already been concluded.
Award is awaited.

CONSUMER DISPUTE CASE NO.91/ 2007
(OCL Vs. The New India Assurance Company Limited)

The company filed a consumer case alleging deficiency of service against the Insurance
company, which illegally withheld the settled claim amount of Rs.2,96798 for adjustment
against short premium demanded in respect of certain cattle insurance policies expired
long back. The company’s stand is that no short premium can be collected after expiry of
the policy period and as per IRDA Regulations 2002, Insurance company is under
obligation to make the payment within 7 days from the date of acceptance of the offer
from Insurance Company for settlement of claim.




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ESI MISC. NO. 179/2004
(OCL VS Employees’ State Insurance Corporation)

The Company disputed the demand of ESI contribution on overtime wages as there were
divergent views of various High Courts on the issue. The Company contended that the
decision of Hon'ble Orissa High Court in the case of The Regional Director, ESI
Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages do
not form part of wages was binding on the ESI. The Company obtained stay from the
Court of District Judge, Puri. However the Company paid the contribution during the
pendency of the case as the Supreme Court finally held that overtime wages form part of
the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State Insurance
Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State
Insurance Corporation, Bhubaneswar passed an order bearing No. OR/REV/44-1281-43-
9-5258 issued on 09.11.2003 imposing damages totaling to Rs.10,52,468/- under Section
85(B) of the ESI Act, 1948 for delayed payment of ESI contribution on over time wages for
periods from 16.02.1994 to 15.05.1996.

The Company challenged the said order and the Hon'ble District Judge, Bhubaneswar
granted stay vide order dated 15.04.2004.

ESI MISC. NO. 260/2004
(OCL VS Employees’ State Insurance Corporation)

The Company disputed the demand of ESI contribution on overtime wages as there were
divergent views of various High Courts on the issue. The Company contended that the
decision of Hon'ble Orissa High Court in the case of The Regional Director, ESI
Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages do
not form part of wages was binding on the ESI. The Company obtained stay from the
Court of District Judge, Puri. However the Company paid the contribution during the
pendency of the case as the Supreme Court finally held that overtime wages form part of
the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State Insurance
Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State
Insurance Corporation, Bhubaneswar started a certificate case bearing No.
44/Y/11/15/44-1281-RR dated 29.04.2004 for realisation of interest totaling to
Rs. 8,33,901/- under Section 45 of the ESI Act, 1948 for delayed payment of ESI
contribution on over time wages for periods from 16.02.1994 to 15.05.1996.

The Company challenged the said certificate proceeding and the Hon'ble District Judge,
Bhubaneswar granted stay vide order dated 10.06.2004.

ESI MISC. NO. 416/2004
(OCL VS Employees’ State Insurance Corporation)

The Company disputed the demand of ESI contribution on overtime wages as there were
divergent views of various High Courts on the issue. The Company contended that the
decision of Hon'ble Orissa High Court in the case of The Regional Director, ESI
Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages do
not form part of wages was binding on the ESI. The Company obtained stay from the
Court of District Judge, Puri. However the Company paid the contribution during the
pendency of the case as the Supreme Court finally held that overtime wages form part of
the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State Insurance
Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State


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                                                     INFORMATION MEMORANDUM


Insurance Corporation, Bhubaneswar passed an order bearing No. OR/REV/44-1281-43-
1-18674 issued on 09.08.2004 imposing damages totaling to Rs.1,95,579/- under Section
85(B) of the ESI Act, 1948 for delayed payment of ESI contribution on over time wages for
periods from 16.12.1989 to 15.01.1991.

The Company challenged the said demand notice and the Hon'ble District Judge,
Bhubaneswar granted stay vide order dated 06.10.2004.

ESI MISC. NO. 417/2004
(OCL VS Employees’ State Insurance Corporation)

The Company disputed the demand of ESI contribution on overtime wages as there were
divergent views of various High Courts on the issue. The Company contended that the
decision of Hon'ble Orissa High Court in the case of The Regional Director, ESI
Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages do
not form part of wages was binding on the ESI. The Company obtained stay from the
Court of District Judge, Puri. However the Company paid the contribution during the
pendency of the case as the Supreme Court finally held that overtime wages form part of
the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State Insurance
Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State
Insurance Corporation, Bhubaneswar passed an order bearing No. OR/REV/44-1281-43-
3-18668 issued on 09.08.2004 imposing damages totaling to Rs.72,182/- under Section
85(B) of the ESI Act, 1948 for delayed payment of ESI contribution on over time wages for
periods from 16.01.1989 to 15.12.1989.

The Company challenged the said demand notice and the Hon'ble District Judge,
Bhubaneswar granted stay vide order dated 06.10.2004.

ESI MISC. NO. 418/2004
(OCL VS Employees’ State Insurance Corporation)

The Company disputed the demand of ESI contribution on overtime wages as there were
divergent views of various High Courts on the issue. The Company contended that the
decision of Hon'ble Orissa High Court in the case of The Regional Director, ESI
Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages do
not form part of wages was binding on the ESI. The Company obtained stay from the
Court of District Judge, Puri. However the Company paid the contribution during the
pendency of the case as the Supreme Court finally held that overtime wages form part of
the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State Insurance
Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State
Insurance Corporation, Bhubaneswar passed an order bearing No. OR/REV/44-1281-43-
2-18671 issued on 09.08.2004 imposing damages totaling to Rs.32,333/- under Section
85(B) of the ESI Act, 1948 for delayed payment of ESI contribution on over time wages for
periods from 16.01.1991 to 15.12.1992.

The Company challenged the said demand notice and the Hon'ble District Judge,
Bhubaneswar granted stay vide order dated 06.10.2004.




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                                                     INFORMATION MEMORANDUM


ESI MISC. NO. 342/2004
(OCL VS Employees’ State Insurance Corporation),

The Company disputed the demand of ESI contribution on overtime wages as there were
divergent views of various High Courts on the issue. The Company contended that the
decision of Hon'ble Orissa High Court in the case of The Regional Director, ESI
Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages do
not form part of wages was binding on the ESI. The Company obtained stay from the
Court of District Judge, Puri. However the Company paid the contribution during the
pendency of the case as the Supreme Court finally held that overtime wages form part of
the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State Insurance
Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State
Insurance Corporation, Bhubaneswar passed an order bearing No. OR/REV/44-1167-46-
19-11893 issued on 24/26.05.2005 imposing damages totaling to Rs.1,59,969/- under
Section 85(B) of the ESI Act, 1948 for delayed payment of ESI contribution on over time
wages for periods from 01.01.1990 to 31.01.1991.

The Company challenged the said demand notice and the Hon'ble District Judge,
Bhubaneswar granted stay vide order dated 21.07.2005.

ESI MISC. NO. 343/2004
(OCL VS Employees’ State Insurance Corporation)

The Company disputed the demand of ESI contribution on overtime wages as there were
divergent views of various High Courts on the issue. The Company contended that the
decision of Hon'ble Orissa High Court in the case of The Regional Director, ESI
Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages do
not form part of wages was binding on the ESI. The Company obtained stay from the
Court of District Judge, Puri. However the Company paid the contribution during the
pendency of the case as the Supreme Court finally held that overtime wages form part of
the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State Insurance
Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State
Insurance Corporation, Bhubaneswar passed an order bearing No. OR/REV/44-1167-46-
20-11896 issued on 24/26.05.2005 imposing damages totaling to Rs.1,51,035/- under
Section 85(B) of the ESI Act, 1948 for delayed payment of ESI contribution on over time
wages for periods from 01.02.1991 to 31.01.1993.

The Company challenged the said demand notice and the Hon'ble District Judge,
Bhubaneswar granted stay vide order dated 21.07.2005.

ESI Misc. No. 344/2004
(OCL VS Employees’ State Insurance Corporation)

The Company disputed the demand of ESI contribution on overtime wages as there were
divergent views of various High Courts on the issue. The Company contended that the
decision of Hon'ble Orissa High Court in the case of The Regional Director, ESI
Corporation Vs. P B Gupta reported in 76(1993) CLT-893 which held overtime wages do
not form part of wages was binding on the ESI. The Company obtained stay from the
Court of District Judge, Puri. However the Company paid the contribution during the
pendency of the case as the Supreme Court finally held that overtime wages form part of
the wages in the case of Indian Drug & Chemicals Ltd. Vs. Employees State Insurance
Corporation Ltd. (ESIC) reported in 1997 (II) LLJ-700. Regional Director, Employees’ State


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                                                     INFORMATION MEMORANDUM


Insurance Corporation, Bhubaneswar passed an order bearing No. OR/REV/44-1167-46-
18-11890 issued on 24/26.05.2005 imposing damages totaling to Rs.60,728/- under
Section 85(B) of the ESI Act, 1948 for delayed payment of ESI contribution on over time
wages for periods from 01.02.1989 to 31.12.1989.

The Company challenged the said demand notice and the Hon'ble District Judge,
Bhubaneswar granted stay vide order dated 21.07.2005.

E.     CASES IN LOWER COURT FILED AGINST THE COMPANY

INDUSTRIAL DISPUTE CASE NO. 12/1997
(Shri P C Das Vs. OCL)

Demanding reinstatement in service after acquittal from the criminal case Shri Purna
Chandra Das raised an industrial dispute, which was referred by the Government to the
Presiding Officer, Industrial Tribunal, Rourkela for adjudication. The said case was
registered as Industrial Dispute Case No. 12/1997. Shri Das was not satisfied with the
reference of the case and filed a writ bearing OJC No.12034/1998 in Orissa High Court
for changing the reference and further proceedings in Tribunal are stayed. The Company
does not foresee any liability in this case.

INDUSTRIAL DISPUTE CASE NO. 21/1997
(Shri P K Mohapatra Vs. OCL)

Challenged the order of dismissal. He was dismissed for disobeying the order of his
superiors. Subsequently on the petition of Shri Mohapatra Govt. transfer this case from
Sambalpur to Bhubaneswar and the said transfer was challenged by the Company and
proceedings are stayed. Subsequently on the request of Shri Mohapatra, the matter was
settled out of court by entering into an agreement in Form-K. In view of the settlement,
the writ filed by the Company was withdrawn and Labour Court, Bhubaneswar was
approached for passing a no dispute award. The case is pending.

INDUSTRIAL DISPUTE CASE NO. 6/2001
(Shri R N Behera Vs. OCL)

Shri Rabi Narayan Behera, Sr. Clerk, Share and Law Department raised an industrial
dispute challenging the termination of his service on the ground of disobedience. He
raised an industrial dispute and the same was registered as ID Case No. 6/2001 in the
Labour Court, Sambalpur. State Govt. on request of Shri Behera transferred the said case
to Labour Court, Bhubaneswar without giving an opportunity of hearing to the
Company. The Company filed writ in Orissa High Court challenging the order of
Government of Orissa transferring the ID Case from Labour Court, Sambalpur to Labour
Court, Bhubaneswar. Stay is granted by Orissa High court. During the pendency of the
said writ Shri Behera entered into a settlement with the Company in Form -K and
received Rs.1,50,000/- towards full and final settlement of his claim. In view of this
development the Company filed withdrawal petition in the High Court for withdrawal of
the writ. The ID case in the Labour Court will accordingly be disposed off in terms of the
settlement. The case is pending




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                                                      INFORMATION MEMORANDUM


INDUSTRIAL DISPUTE CASE NO. 1/2003
(Shri Gayadhar Sahoo Vs. OCL)

Shri Gayadhar Sahoo, Mason was dismissed from services on the grounds of
disobedience, misbehavior and absence from duty. He raised a dispute, which was
registered with the Labour Court, Sambalpur as Industrial Dispute Case No. 1/2003.
Vide order dated 01.01.2004 the said case has been transferred from the registry of
Labour Court, Sambalpur to the Registry of Industrial Tribunal, Rourkela for
adjudication.

Being aggrieved by the said order dated 01.01.2004, the Company filed the writ
Application under Article 226 and 227 of the Constitution of India in the Hon’ble High
Court of Orissa. The Hon’ble Court vide order dated 09.02.2004 stayed further
proceedings in the case pending before the Industrial Tribunal, Rourkela. The case is
pending The maximum liability may be Rs. 3,00,827/- in this case.

INDUSTRIAL DISPUTE CASE NO. 16/2005
(Bidyananda Rai and ors. Vs. M/s Rattan Enterprises and OCL)

An industrial dispute arose between the workmen Shri Bidyananda Rai and others and
it’s contractor M/s Rattan Enterprises with regard to entitlement of wages at higher rate.
The State Government while referring the dispute wrongly impleaded the Company as a
party to the dispute and the said reference was registered as Industrial Dispute case No.
16 of 2005 in Industrial Tribunal, Rourkela.

By filing the writ petition, te Company challenged the said illegal reference dated
26.11.2005 of Government of Orissa, Labour and Employment Department on the
ground that the dispute is between the workmen and the Contractor and is contrary to
the Section 12(5) read with Section 10(1)(d) of the Industrial Disputes Act, 1947. The case
is pending in the Tribunal.



MOTOR ACCIDENT CLAIM CASE NO. 27/2004 & 28/2004

(Lubhabati Choudhury and three Ors. Vs. Awtar Singh & Others)

The Company's tanker OR-16A-9825 met with an accident on 03.12.2003 in which Shri
Purna Chandra Choudhury resident of Sundargarh died. His legal heirs lodged a claim
for payment of Rs 5,00,000/- and Rs 50,000/- under Section 166 and 140 of the Motor
Vehicles Act in the Court of Motor Accident Claims Tribunal-1, Sundargarh. The vehicle
is insured with The Oriental Insurance Company, as such the liability will be on the
insurance company. The case is pending.



MOTOR ACCIDENT CLAIM CASE NO. 353/2006 &354/2006

(Anjlus Dung Dung Vs OCL & another)

The Company’s vehicle bearing No.OR-16-7168 met with an accident in which one
person sustained injuries and died. His legal heirs lodged a claim for payment of


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                                                     INFORMATION MEMORANDUM


Rs. 2,00,000 as compensation under Section 166 and 140 of the Motor vehicles Act, in the
court of Motor Accident Tribunal, Rourkela. The vehicle is insured with The Oriental
Insurance Company, as such the liability will be on the insurance company. The case is
pending.


Hari Machines Limited:

As per the information provided by the company there is a diputed demand of Central &
Sales Tax to the extent of Rs. 35.22 Lakhs and other disputed liabilities to the extent of
Rs 10.85 Lakhs towards ESIC and SECL.

Dalmia Agencies Private Limited:

As per the information provided by the company there is a disputed demand of interest
on Central Excise to the extent of Rs. 7.03 Lakhs and there is one Income Tax Reference is
pending in High Court involving a sum of Rs. 1.71 Lakhs for the assessment years 1974-
75 & 1982-83. Further an appeal has been filed by the Department against the Company
against cancellation of penalty of Rs.12.63 lakhs for the Assessment year 2001-02 U/s 271
(1) (c) of the Income Tax Act.




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                                                      INFORMATION MEMORANDUM



                             GOVERNMENT APPROVALS

The Company has all the necessary permissions and approvals from the Government and
various Government agencies for the existing activities.

As per the Scheme of Arrangement the Demerged Undertaking of the Transferor
Company with all its approvals, permissions, benefits, rights, registrations, consents etc.
is being transferred to the transferee Company which would be carried on by the
transferee Company on a going concern basis. No further approvals from any
Government authority/ Reserve Bank of India (RBI) are required by the Company to
undertake the existing activities, save and except those approvals, which may be required
to be taken in the normal course of business from time to time.

The Central Government/ RBI accepts no responsibility for the financial soundness or
correctness of the statements made in this Information Memorandum. The major
approvals/ permissions/ consents/ NOCs from Government and other agencies for
conducting its present manufacturing activities at its plants are as under:




                                         105
                                                       INFORMATION MEMORANDUM



                 REGULATORY AND STATUTORY DISCLOSURES


Authority for the Scheme

The Hon’ble Gauhati High Court on October 15, 2007 and Hon’ble High Court of Orissa,
Cuttack on November 27, 2007 had approved the Scheme.


Prohibition by SEBI

The Company, its directors, its promoters, other companies promoted by the promoters
and companies with which the Company’s directors are associated as directors have not
been prohibited from accessing the capital markets under any order or direction passed
by SEBI.


Caution

The Company accepts no responsibility for statements made otherwise than in the
Information Memorandum or in the advertisements to be published in terms of Clause
8.3.5.4 of SEBI (DIP) Guidelines, 2000 or any other material issued by or at the instance of
the Company and anyone placing reliance on any other source of information would be
doing so at his or her own risk. All information shall be made available by the Company
to the public and investors at large and no selective or additional information would be
available for a section of the investors in any manner.


Disclaimer Clause of the BSE

As required, a copy of this Information Memorandum has been submitted to BSE. The
BSE has vide its letter dated July 5, 2007 conveyed its ‘No Objection’ to the Scheme under
Clause 24 (f) of the Listing Agreement.

The BSE does not in any manner:

•      Warrant, certify or endorse the correctness or completeness of any of the contents
       of this Information Memorandum; or

•      Warrant that this Company’s securities will be listed or will continue to be listed
       on the BSE; or

•      Take any responsibility for the financial or other soundness of this Company, its
       promoters, its management or any scheme or project of this Company;

And it should not for any reason be deemed or construed to mean that this Information
Memorandum has been cleared or approved by the BSE. Every person who desires to
apply for or otherwise acquire any securities of this Company may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the
BSE whatsoever by reason of any loss which may be suffered by such person consequent



                                          106
                                                      INFORMATION MEMORANDUM


to or in connection with such subscription/acquisition whether by reason of anything
stated or omitted to be stated herein or for any other reason whatsoever.


Disclaimer Clause of the NSE

As required, a copy of this Information Memorandum has been submitted to NSE. NSE
has vide its letter dated July 2, 2007 conveyed its ‘No Objection’ to the Scheme under
Clause 24(f) of the Listing Agreement and granted permission to the Company to use the
NSE’s name in this Information Memorandum as one of the stock exchanges on which
this Company’s securities are proposed to be listed. It is to be distinctly understood that
the aforesaid permission given by NSE should not in any way be deemed or construed to
mean that this Information Memorandum has been cleared or approved by NSE; nor
does it in any manner warrant, certify or endorse the correctness or completeness of any
of the contents of this Information Memorandum; nor does it warrant that this
Company’s securities will be listed or will continue to be listed on the NSE; nor does it
take any responsibility for the financial or other soundness of this Company, its
promoters, its management or any scheme or project of this Company.

Every person who desires to apply for or otherwise acquires any securities of the
Company may do so pursuant to independent inquiry, investigation and analysis and
shall not have any claim against the NSE whatsoever by reason of any loss which may be
suffered by such person consequent to or in connection with such
subscription/acquisition whether by reason of anything stated or omitted to be stated
herein or any other reason whatsoever.

Filing

Copies of this Information Memorandum have been filed with BSE on April 18, 2008.

Listing

Application will be made to BSE and NSE for permission to deal in and for an official
quotation of the Equity Shares of the Company. The Company has nominated BSE as the
Designated Stock Exchange for the aforesaid listing of the shares.

The Company shall ensure that all steps for the completion of necessary formalities for
listing and commencement of trading at all the Stock Exchanges mentioned above within
such period as approved by SEBI.

Demat Credit

The Company has executed Agreements with NSDL and CDSL for admitting its
securities in demat form. The ISIN allotted to the Company’s Equity Shares is INE
197J01017. Shares have been allotted to those shareholders who have provided necessary
details to the Company and/or who were holding their shares in OCL in demat form as
well as physical shares as on the Record Date. Shares had been credited to the Demat
accounts of Shareholders on 09/04/2008 2008 and 09/04/2008 in respect of CDSL and
NSDL accounts respectively. The Company had dispatched share certificates to those
shareholders who held shares in OCL in physical form, as on the Record Date.

Expert Opinions


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                                                     INFORMATION MEMORANDUM



Save as stated elsewhere in this Information Memorandum, we have not obtained any
expert opinions.

Previous rights and public issues if any

The Company has not made any previous public or rights issue since incorporation.

Commission and brokerage on previous issues

Since the Company has not issued shares to the public in the past, no sum has been paid
or has been payable as commission or brokerage for subscribing to or procuring or
agreeing to procure subscription for any of the Equity Shares since its inception.

Companies under the Same Management

There are no companies under the same management within the meaning of erstwhile
Section 370 (1B) of the Companies Act, other than included in this Information
Memorandum.

Promise vis-vis performance

This is the first time the Company is getting its equity shares listed on the Stock
Exchange.

Company outstanding

Stock Market Data for Equity shares of the Company

Equity shares of the Company are not listed on any stock exchanges. The Company is
seeking approval for listing of its shares through this Information Memorandum

Disposal of Investor Grievances

M/s. C.B. Management Services (P) Ltd., Kolkata are the Registrars and Transfer Agents
of the Company. CBMSL has set up Investor Relation Centers (IRCs) at Mumbai and
Hyderabad to accept the documents/ requests/ complaints from the investors/
shareholders of the Company. In addition to the above it has a network of collection
centers across the country.

With respect to the companies which currently constitute the clientele of the RTA, the
complaints received from the investors are as a first step segregated into different
categories on the basis of the nature of the complaints received.

This is followed by assignment of the task of redressing the complaints to the various
departments which have been created by the RTA on a similar pattern.

Copies of the complaint letters and the replies or wherever the need be the draft replies
are sent to the client companies for information/approval.

Subsequent to the receipt of the acknowledgement/ approval from the client company,
the replies are sent to the investors.


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                                                     INFORMATION MEMORANDUM



The endeavor is to redress the complaints / meet the investor demands / requests, as
early as possible after the date of receipt of the relevant letters as possible and in all
circumstances, with in the periods stipulated under the applicable statutes, or by various
statutory authorities (if any).

It will be Company’s and RTA’s endeavour to redress the investor complaints within 15
days of the receipt.

The Company has appointed Mr. Suresh Kumar Chawla, Company Secretary as the
Compliance Officer and he may be contacted in case of any queries/ complaints at the
following address:

Compliance Officer and Company Secretary
Mr. Suresh Kumar Chawla
Address: 11th Floor, Narain Manzil,
23, Barakhamba Road, New Delhi-110 001
Telephone: 011-43621200
Email: schawla@landmarkholdings.in




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                                                      INFORMATION MEMORANDUM


       MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF LPDC

                                    I. PRELIMINARY

Table 'A'        1.   Save as provided herein, the regulations contained in Table 'A' in
not to apply          Schedule I to the Act, or in the Schedule to any previous Act shall
                      not apply to the Company.

Interpretation   2.   The following expression shall have the following meanings
                      unless there be something in the subject or context inconsistent
                      therewith.


"The Company" means LANDMARK PROPERTY DEVELOPMENT COMPANY
LIMITED

"The Act" means the Companies Act, 1956; as for the time being subsisting.

"The Directors" means the Directors for the time being of the Company or as the case may
 be, the Directors assembled at a Board meeting.

"The Office" means the Registered Office for the time being of the Company.

"The Register" means the Register of Members to be kept pursuant to the Act.

"The Registrar" means the Registrar of Companies of the State in which the office is
situated.

"Dividend" includes bonus.

"Month" means calendar month.

"Seal" means the Common Seal for the time being of the Company.

"In Writing" and "Written" include printing, Lithography; and other modes of
representing or reproducing words in a visible form.

Words importing the singular number only include the plural number, and "vice versa".

Words importing the masculine gender only include the feminine gender.

Words importing persons include corporations.

Unless the context otherwise requires words or expressions contained in these Articles
shall bear the same meaning as in the Act.

The marginal notes are inserted for convenience and shall not affect the construction of
these articles.



                                       II. CAPITAL


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                                                       INFORMATION MEMORANDUM



                                        (1) SHARES

Redeemable      3.    Subject to the provisions of these Articles and of Section 80 of
Preference            the Act, the Company shall have power to issue preference shares;
shares.               which are; or at the option of the Company are to be liable to be
                      redeemed on such terms and in such manner as the Company
                      may determine.



Article No.4 stands deleted.

(As per special resolution passed at the Extra Ordinary General Meeting held on 22nd December
2007)

4A.    FURTHER ISSUE OF SHARES:
       Where at the time after the expiry of two years from the formation of the
       Company or at any time after the expiry of one year from the allotment of shares
       in the Company made for the first time after its formation, whichever is earlier, it
       is proposed to increase the subscribed capital of the Company by allotment of
       further shares either out of the unissued capital or out of the increased share
       capital then:

       (a)     Such further shares shall be offered to the persons who at the date of the
               offer, are holders of the equity shares of the Company, in proportion, as
               near as circumstances admit, to the capital paid up on those shares at the
               date.

       (b)     Such offer shall be made by a notice specifying the number of shares
               offered and limiting a time not less than thirty days from the date of the
               offer and the offer if not accepted, will be deemed to have been declined.

       (c)     The offer aforesaid shall be deemed to include a right exercisable by the
               person concerned to renounce the shares offered to them in favour of any
               other person and the notice referred to in sub clause (b) hereof shall
               contain a statement of this right. PROVIDED THAT the Directors may
               decline, without assigning any reason to allot any shares to any person in
               whose favour any member may renounce the shares offered to him.

       (d)     After expiry of the time specified in the aforesaid notice or on receipt of
               earlier intimation from the person to whom such notice is given that he
               declines to accept the shares offered, the Board of Directors may dispose
               off them in such manner and to such person(s) as they may think, in their
               sole discretion, fit.

(As per special resolution passed at the Extra Ordinary General Meeting held on 22nd December
2007)

4B.    Notwithstanding anything contained in Article 4A, the further shares aforesaid
       may be offered to any persons (whether or not those persons include the persons
       referred to in clause (a) of Article 4A hereof) in any manner whatsoever.


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                                                       INFORMATION MEMORANDUM



               (a) If a special resolution to that effect is passed by the Company in
                   General Meeting, or

               (b) Where no such special resolution is passed, if the votes cast (whether
                   on a show of hands or on a poll as the case may be) in favour of the
                   proposal contained in the resolution moved in the general meeting
                   (including the casting vote, if any, of the Chairman) by the members
                   who, being entitled to do so, vote in person, or where proxies are
                   allowed, by proxy, exceed the votes, if any, cast against the proposal
                   by members, so entitled and voting and the Central Government is
                   satisfied, on an application made by the Board of Directors in this
                   behalf that the proposal is most beneficial to the Company.

(As per special resolution passed at the Extra Ordinary General Meeting held on 22nd December
2007)

4C.    Nothing in sub-clause (c) of Article 4A shall be deemed;

       a)      To extend the time within which the offer should be accepted; or

       b)      To authorise any person to exercise the right of renunciation for a second
               time on the ground that the person in whose favour the renunciation was
               first made has declined to take the shares comprised in the renunciation.

4D.    Nothing in this Article shall apply to the increase of the subscribed capital of the
       Company caused by the exercise of an option attached to the debentures issued or
       loans raised by the Company:

       i) To convert such debentures or loans into shares in the Company; or
       ii) To subscribe for shares in the Company (whether such option is conferred in
       these Articles or otherwise).

       PROVIDED THAT the terms of issue of such debentures or the terms of such
       loans include a term providing for such option and such term:

               (a) Either has been approved by the Central Government before the issue
                   of the debentures or the raising of the loans or is in conformity with
                   Rules, if any, made by that Government in this behalf; and

               (b) In the case of debentures or loans or other than debentures issued to or
                   loans obtained from Government or any institution specified by the
                   Central Government in this behalf, has also been approved by a
                   special resolution passed by the Company in General Meeting before
                   the issue of the debentures or raising of the loans.

(As per special resolution passed at the Extra Ordinary General Meeting held on 22nd December
2007)

4E.    SHARES AT THE DISPOSAL OF THE DIRECTORS:
       Subject to the provisions of Section 81 of the Act and these Articles, the shares in
       the capital of the Company for the time being shall be under the control of the


                                          112
                                                       INFORMATION MEMORANDUM


        Directors who may issue, allot or otherwise dispose of the same or any of them to
        such persons, in such proportion and on such terms and conditions and either at
        a premium or at par or (subject to the compliance with the provision of Section 79
        of the Act) at a discount and at such time as they may from time to time think fit
        and with the sanction of the Company in the General Meeting to give to any
        person or persons the option or right to call for any shares either at par or
        premium during such time and for such consideration as the Directors think fit,
        and may issue and allot shares in the capital of the Company on payment in full
        or part of any property sold and transferred or for any services rendered to the
        Company in the conduct of its business and any shares which may so be allotted
        may be issued as fully paid up shares and if so issued, shall be deemed to be fully
        paid shares. Provided that option or right to call of shares shall not be given to
        any person or persons without the sanction of the Company in the General
        Meeting.

(As per special resolution passed at the Extra Ordinary General Meeting held on 22nd December
2007)


Power       to 5.     Subject to the provisions of the Act it shall be lawful for the
issue shares          company to issue at a discount shares of a class already issued.
at a discount.

Power to pay 6.       The Company may, subject to compliance with the provisions of
certain               Section 76 of the Act, exercise the powers of paying commission on
commissions           the issue of shares and debentures. The commission may be paid
for placing           or satisfied in cash or in shares, debentures or debentures stock of
shares.               the Company.

Brokerage.      7.    The Company may pay a reasonable sum for brokerage.

Trusts   not 8.       Save as herein otherwise provided, the Company shall be entitled
recognised.           to treat the registered holder of any share as the absolute owner
                      thereof and accordingly shall not, except as ordered by a Court of
                      competent jurisdiction or as by law required; be bound to
                      recognise any trust, benami or equitable or other claim to or
                      interest in such share on the part of any other person or any
                      interest in any fractional part of a share whether or not it shall have
                      express or other notice thereof.

                                     (2) CERTIFICATES
Certificates.   9.    The certificates of title to shares shall be issued under the Seal of
                      the Company.
Limitation of 10.     Every member shall be entitled, without payment, to one or more
time        for       certificates in marketable lots, for all the shares of each class or
issue        of       denomination registered in his name, or if the Directors so
certificates          approve (upon paying such fee as the Directors may from time to
                      time determine) to several certificates, each for one or more of such
                      shares and the Company shall complete and have ready for
                      delivery such certificates within three months from the date of
                      allotment, unless the conditions of issue thereof otherwise
                      provide, or within one month of the receipt of application of


                                          113
                                                       INFORMATION MEMORANDUM


                      registration of transfer, transmission, sub-division, consolidation
                      or renewal of any of its shares as the case may be. Every certificate
                      of shares shall be under the seal of the Company and shall specify
                      the number and distinctive numbers of shares in respect of which
                      it is issued and amount paid-up thereon and shall be in such form
                      as the Directors may prescribe or approve, provided that in respect
                      of a share or shares held jointly by several persons, the Company
                      shall not be liable to issue more than one certificate and delivery of
                      a certificate of shares to one of several joint holders shall be
                      sufficient delivery to all such holder.


(Amended as per special resolution passed at the Extra Ordinary General Meeting held on 22nd
December 2007)


Issue of new 11.      If any certificate be worn out, defaced, mutilated or torn or if there
certificate in        be no further space on the back thereof for endorsement of
place of one          transfer, then upon production and surrender thereof to the
defaced, lost         Company, a new Certificate may be issued in lieu thereof, and if
or destroyed          any certificate lost or destroyed then upon proof thereof to the
                      satisfaction of the Company and on execution of such indemnity as
                      the Company deem adequate, being given, an a new Certificate in
                      lieu thereof shall be given to the party entitled to such lost or
                      destroyed Certificate. Every Certificate under the Article shall be
                      issued without payment of fees if the Directors so decide, or on
                      payment of such fees (not exceeding RS.2/- for each certificate) as
                      the Directors shall prescribe. Provided that no fee shall be charged
                      for issue of new certificates in replacement of those which are old,
                      defaced or worn out or where there is no further space on the back
                      thereof for endorsement of transfer.

                      Provided that notwithstanding what is stated above the Directors
                      shall comply with such Rules or Regulations or requirements of
                      any Stock Exchange or the Rules made under the Act or the rules
                      made under Securities Contracts (Regulation) Act, 1956 or any
                      other Act, or rules applicable in this behalf.

                      The provisions of this Article shall mutatis mutandis apply to
                      debentures of the Company.

(Amended as per special resolution passed at the Extra Ordinary General Meeting held on 22nd
December 2007)


 (3) JOINT-HOLDERS OF SHARES

                12.   Where two or more persons are registered as the holders of any
                      share they shall be deemed to hold the same as joint-tenants
                      with benefit of survivorship subject to the provisions following
                      and to the other provisions of these Article relating to joint
                      holders:-


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                                                        INFORMATION MEMORANDUM



                      (a)   The Company shall not be bound to register more than four
                            persons as the joint-holders of any share.

                      (b)   The joint-holders of a share shall be liable severally as well as
                            jointly in respect of all payments which ought to be made in
                            respect of such share.

Survivors of          (c)   On the death of any one of such joint-holders the survivor
joint holders               or survivors shall be the only person or persons recognised
only                        by the Company as having any title to or interest in such
recognised.                 share but the Board may require such evidence of death as
                            it may deem fit.

                      (d)    Only the person whose name stands first in the Register as
Delivery of                 one of the joint-holders of any share shall be entitled to
certificate.                delivery of the certificate relating to such share and to the
                            payment of dividend in respect thereof.


                                             (4) CALLS
Calls.          13.   Subject to the provisions of the Act the Directors may from time to
                      time, subject to the terms on which any shares may have been
                      issued, make such calls as they think fit upon the members in
                      respect of all moneys unpaid on the shares held by them
                      respectively, and not by the conditions of allotment thereof made
                      payable at fixed times, and each member shall pay the amount of
                      every call so made on him to the persons and at the time and
                      places appointed by the Directors. A call may be made payable by
                      installments. A call may be revoked or postponed at the discretion
                      of the Directors.

When call       14.   A call shall be deemed to have been made at the time when the
deemed to             resolution of the Directors authorising such call was passed.
have been
made.

Notice of       15.   Not less than 21 days' notice of any call shall be given specifying
call.                 the time and place of payment and to whom such call shall be paid.

Amount          16.   If by the terms of issue of any share or otherwise, the whole or part
payable at            of the amount or issue price thereof is made payable at any fixed
fixed times           time or by installments at fixed time, every such amount or issue-
or by                 price or installment shall be payable as if it were a call duly made
instalments           by the Directors and of which due notice had been given, and all
payable as            the provisions, herein contained in respect of calls shall apply to
calls.                such amount, or issue-price or installment accordingly.

When            17.   If the sum payable in respect of any call or installment be not paid
interest on           on or before the day appointed for the payment thereof, the holder
call or               for the time being of the share in respect of which the call shall
installment           have been made or the installment shall be due, shall pay interest


                                           115
                                                        INFORMATION MEMORANDUM


payable.               for the same at the rate of 12 per cent per annum, from the day
                       appointed for the payment thereof to the time of the actual
                       payment or at such other rate as the Directors may determine but
                       they shall have power to waive the payment thereof wholly or in
                       part.

Evidence in      18.   On the trial or hearing of any action or suit brought by the
actions by             Company against any member or his representative to recover any
Company                debt or money claimed to be due to the Company in respect of his
against                shares, it shall be sufficient to prove that the name of the defendant
shareholders           is, or was, when the claim arose, on the Register of the Company as
.                      a holder or one of the holders of the number of shares in respect of
                       which such claim is made, that the resolution making the call is
                       duly recorded in the minute book and that the amount claimed is
                       not entered as paid in the books of the Company, and it shall
                       not be necessary to prove the appointment of the Directors who
                       made any call, nor that a quorum of Directors was present at
                       the meeting at which any call was made nor that such meeting
                       was duly convened or constituted, nor any other
                       matter whatsoever; but the proof of the matters aforesaid shall
                       be conclusive evidence of the debt.

Payment in       19.   The Directors may, if they think fit, subject to the provisions of
anticipation           Section 92 of the Act, agree to and receive from any member
of call may            willing to advance the same whole or any part of the moneys due
carry interest         upon the shares held by him beyond the sums actually called for,
                       and upon the amount so paid or satisfied in advance, or so much
                       thereof as from time to time exceeds the amount of the calls then
                       made upon the shares in respect of which such advance has been
                       made, the Company may pay interest at such rate, as the member
                       paying such sum in advance and the Directors agree upon
                       provided that money paid in advance of calls shall not confer a
                       right to participate in profits or dividend. The Directors may at
                       any time repay the amount so advanced.

                       The members shall not be entitled to any voting rights in respect of
                       the moneys so paid by him until the same would but for such
                       payment, become presently payable.

                       The provisions of these Articles shall mutatis mutandis apply to
                       the calls on debentures of the Company.

(Amended as per special resolution passed at the Extra Ordinary General Meeting held on 22nd
December 2007)
                                 (5) FORFEITURE AND LIEN
If call or      20. If any member fails to pay any call or installment made on or
installment           before the day appointed for the payment of the same, at any
not paid              time thereafter during such time as the call or installment
notice may            remains unpaid, serve a notice on such member requiring him
be given.             to pay the same, together with any interest that may have
                      accrued and all expenses that may have been incurred by the
                      Company by reason of such non-payment.


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                                                       INFORMATION MEMORANDUM



Form of         21.   The notice shall name a day (not being less than 21 days from
Notice.               the date of the notice) and a place or places on and at which such
                      call or installment and such interest and expenses as aforesaid are
                      to be paid. The notice shall also state that in the event of non-
                      payment at or before the time, and at the place or places appointed,
                      the share in respect of which such call was made or installment is
                      payable will be liable to be forfeited.

If notice not   22.   If the requisition of any such notice as aforesaid be not complied
complied              with, any shares in respect of which such notice shares has been
with, may be          given may, at any time thereafter before payment of all calls or
forfeited.            installments, interest and expenses due to respect thereof, be
                      forfeited by a resolution of the Directors 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 byway 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.

Notice after    23.   When any share shall have been so forfeited, notice of the
forfeiture.           forfeiture shall be given to the member in whose name it stood
                      immediately prior to the forfeiture and an entry of the forfeiture
                      with the date thereof, shall forthwith be made in the Register but
                      no forfeiture shall be in any manner invalidated by any omission
                      or neglect to give such notice or to make such entry as aforesaid.

Forfeited       24.   Any share so forfeited shall be deemed to be the property of
share to              the Company and the Directors may sell, re-allot or otherwise
become                dispose of the same in such manner as they think fit.
property of
the
Company.

Power to        25.   The Directors may at any time before any shares so forfeited
annul                 shall have been sold, re-allotted or otherwise disposed or,
forfeiture.           annual the forfeiture thereof upon such conditions as they think
                      fit.

Arrears to be   26.   Any member whose shares have been forfeited shall
paid not-             notwithstanding such forfeiture be liable to pay and shall
withstanding          forthwith pay to the Company all calls, installments, interest and
forfeiture.           expenses owing upon or in respect of such shares at the time of the
                      forfeiture, together with interest thereupon from time of the
                      forfeiture until payment at 12 per cent per annum or such other
                      rate as the Directors may determine and the Directors may
                      enforce the payment thereof without any deduction or allowance
                      for the value of the shares at the time of forfeiture but shall not be


                                          117
                                                        INFORMATION MEMORANDUM


                      under any obligation to do so.

Effect of       27.   The forfeiture of a share shall involve the extinction of all interest
forfeiture.           in and also of all claims and demands against the Company in
                      respect of the share, and all other rights incidental to the shares
                      except only such of those rights as by these Articles are expressly
                      saved.

Evidence of     28.   A duly verified declaration in writing that the declaration is a
forfeiture.           Director of the Company and that certain shares in the Company
                      have been duly forfeited on a date stated in the declaration shall
                      be conclusive evidence of the facts therein stated as against all
                      persons claiming to be entitled to the shares and such declaration
                      and the receipt of the Company for the consideration, if any,
                      given for the shares on the sale or disposition thereof shall
                      constitute a good title to such shares.

Company’s       29    The Company shall have a first and paramount lien upon all the
lien on               shares/debentures (other than fully paid-up shares/debentures)
share/deben           registered in the name of each member (whether solely or jointly
tures                 with others) and upon the proceeds of sale thereof for all moneys
                      (whether presently payable or not) called or payable at a fixed
                      time in respect of such shares/debentures and no equitable
                      interest in any share shall be created except upon the footing and
                      condition that this Article will have full effect. And such lien shall
                      extend to all dividends and bonuses from time to time declared in
                      respect of such shares/debentures. Unless otherwise agreed the
                      registration of a transfer of shares/debentures shall operate as a
                      waiver of the Company's lien if any, on such shares/debentures.
                      The Directors may at any time declare any shares/debentures
                      wholly or in part to be exempt from the provisions of this clause.

(Amended as per special resolution passed at the Extra Ordinary General Meeting held on 22nd
December 2007)
As to           30. For the purpose of enforcing such lien, the Directors may sell the
enforcing             shares subject thereto in such manner as they think fit, but no sale
lien by sale.         shall be made until such period as aforesaid shall have elapsed and
                      until notice in writing of the intention to sell shall have been served
                      on such member, his executors or administrators, or his committee,
                      curator Application 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 towards
                      satisfaction of such part of the amount in respect of which the lien
                      exists as is presently payable by such member, and the residue (if
                      any) paid to such member, his executors, administrators, or other
                      representatives or persons so recognised as aforesaid.

Validity of     31.   Upon any sale after forfeiture or for enforcing a lien in purported
sales.                exercise of the powers by these presents given, the Directors may
                      appoint some person to execute an instrument of


                                           118
                                                          INFORMATION MEMORANDUM


                        transfer of the shares sold and cause the Purchaser's name to be
                        entered in the Register in respect of the shares sold, and the
                        purchaser shall not be bound to see to the regularity of the
                        proceedings, nor to the application of the purchase money and
                        after his name has been entered in the Register in respect of
                        such shares his title to such shares shall not                be
                        affected by any irregularity or invalidity in the proceedings in
                        reference to such forfeiture, sale or disposition, nor impeached
                        by any person and the remedy of any person aggrieved by the
                        sale shall be in damages only and against the Company
                        exclusively.

Power to        32.     Where any shares under the Powers in that behalf herein
issue new               contained are sold by the Directors and the certificate thereof
certificate             has not been delivered to the Company by the former holder of
                        the said shares the Directors may issue a new certificate for such
                        shares distinguishing it in such manner as they may think fit from
                        the certificate not so delivered up.

                      (6) TRANSFER AND TRANSMISSION OF SHARES

Execution of 33.        Subject to the provisions of the Act, no transfer of shares shall be
transfer, etc.          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 any shares
                        shall be signed both by the transferor and the transferee and shall
                        contain the name, and other particulars both of the transferor and
                        the transferee, and the transferor shall be deemed to remain the
                        holder of such share until the name of the transferee is entered in
                        the Register in respect thereof.

Application     34.     Application for the registration of the transfer of a share may be
for transfer.           made either by the transferor or the transferee provided that,
                        where such application is made by the transferor, no registration
                        shall in the case of partly paid shares be effected unless the
                        Company gives notice of the application to the transferee in the
                        manner prescribed by the act, and, subject to the provisions of
                        Article 8 and 37(a) hereof, the Company may, unless objection is
                        made by the transferees within two weeks from the date of receipt
                        of the notice, enter in the Register the name of the transferee in
                        the same manner and subject to the conditions as if the
                        application for registration was made by the transferee.

Notice     of 35.       Before registering any transfer tendered for registration the
transfer   to           Company may, if it so thinks fit, give notice by letter posted in
registered              the ordinary course to the registered holder that such transfer
holder.                 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 ten
                        days from the posting of such notice to him, he shall be deemed


                                             119
                                                       INFORMATION MEMORANDUM


                       to have admitted the validity of the said 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 by the registered holder of any notice shall not entitle
                       him to make any claim of any kind against the Company in
                       respect of such non-receipt.

Indemnity        36.   Neither the Company nor its Directors shall incur any liability for
against                registering or acting upon a transfer of shares wrongful
transfer.              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 professed to be transferred,
                       and although the transfer may, as between the transferor and the
                       transferee, be liable to be set aside, and notwithstanding that the
                       Company may have notice that 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 assigns alone shall be entitled to be
                       recognised as the holder of such share and the previous holder
                       shall so far as the Company is concerned be deemed to have
                       transferred his whole title thereto.

In what case     37.   (a)   Subject to the provisions of Section 111 of the act, the Board,
to decline to                 without assigning any reason for such refusal, may within
register                      two months from the date on which the instrument of
transfer of                   transfer was delivered to the Company, refuse to register
shares.                       any transfer of a share upon which the Company has a lien
                              and, in the case of a share not fully paid up, may refuse to
No transfer                   register a transfer to a transferee of whom the Board does
to minor or                   not approve.
person of
unsound                (b)   No transfer shall be made to a minor or person of unsound
mind                         mind or firm without the consent of the Board.

Form of          38.   (a)   Instrument of transfer of any share shall be in writing and
Transfer.                     all the provisions of Section 108 of the Act and of any
                              statutory modification thereof for the time being, shall be
                              duly complied with in respect of all transfers and of
                              registration thereof.

Form of                (b)   In the case of any share registered in any Register outside
Transfer for                  India, the Instrument of Transfer shall be in a form
outside                       recognised by the law of the place where the register is
India.                        maintained but subject thereto shall be as near to the form
                              prescribed in sub-clause(a) hereof as circumstances shall
                              permit.
When             39.   All instruments of transfer which shall be registered, shall be
instrument             retained by the Company.
of transfer to


                                          120
                                                        INFORMATION MEMORANDUM


be retained.

Notice of        40.   If the Directors refuse to register the transfer of any shares, the
refusal to             Company shall, within two months from the date on which the
register               instrument of transfer was lodged with the Company, send to the
transfer.              transferee and the transferor notice of the refusal.

Power to         41.   On giving seven days' notice by advertisement in a newspaper
close transfer         circulating in the District in which the office of the Company is
book and               situated, the Register of Members may be closed during such
registers.             time as the Directors think fit not exceeding in the whole forty
                       five days in each year but not exceeding thirty days at a time.

Transmission 42.       The executors or administrators or the holder of a succession
of registered          certificate in respect of shares of a deceased member (not being
shares.                one of several joint holders) shall be the only person whom the
                       Company shall recognise as having any title to the shares
                       registered in the name of such member and, in case of the 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- holders from any liability on shares held by him
                       jointly with 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 that in any case where the Board in its
                       absolute discretion thinks fit, it shall be lawful for the Board to
                       dispense with the production of probate or letters 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.

As to            43.   Any person becoming entitled to or to transfer shares in
transfer of            consequence of the death or insolvency of any member, upon
shares of              producing such evidence that he sustain the character in respect of
deceased or            which he proposes to act under this Article, or of his title as the
insolvent              Directors think sufficient, may with the consent of the Directors
members.               (which they shall not be under any obligation to give), be
                       registered as a member in respect of such shares or may, subject to
                       the regulations as to transfer herein before contained, transfer such
                       shares. This Article is hereinafter referred to as "The Transmission
Transmission           Article". Subject to any other provisions of these Articles, if the
Article.               person so becoming entitled to shares under this or the last
                       preceding Article shall elect to be registered himself, he shall
Notice of              deliver or send to the Company a notice in writing signed by him
election to be         stating that he so elects. If he shall elect to transfer the shares to
registered as          some other person he shall execute an instrument of transfer in
a                      accordance with the provisions of these Articles relating to transfer
shareholder.           of shares. All the limitations, restrictions and provisions of these


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                                                       INFORMATION MEMORANDUM


Provisions of         Articles relating to the right to transfer and the registration of
Articles              transfers of shares shall be applicable to any such notice or transfer
relating to           as aforesaid.
transfer
applicable.

Rights of       44.   Subject to any other provisions of these Articles and if the Directors
unregistered          in their sole discretion are satisfied in regard thereto, a person
executors             becoming entitled to a share in consequence of the death or
and trustees.         insolvency of a member may receive and give a discharge for any
                      dividends or other moneys payable in respect of the share.


44A    DEMATRALISATION OF SECURITIES.

[1]    For the purpose of this Article:-

       Definitions:

       “Beneficial Owner” means a person or person whose name is entered in the
       register maintained by the Depository under the Depositories Act.

       “Depository” means a Depository as defined under the Depositories Act.

       “Depositories Act” means the Depositories Act, 1996 including any statutory
       modifications/s or re-enactment thereof for the time being in force.

       “Member” means a member as defined in the Companies Act, 1956 and includes
       every person whose name is entered as a Beneficial Owner in the Register of the
       Depository.

       “Record” includes the records maintained in the form of books or stored in
       Computer or in such other form as may be determined by regulations made by
       SEBI in relation to the Depositories Act.

       “Security” means such security as may be specified by SEBI from time to time.

       “SEBI” means the Securities Exchange Board of India.

[2]    Dematerialisation of securities.

       (a)      Not withstanding anything contained in these Articles, the Company shall
                be entitled to dematerialize its existing securities or re-materialize its
                securities held in depositories mode pursuant to the Depositories Act. The
                Company shall also be entitled to issue securities as dematerialized form
                pursuant to the Depositories Act.

       (b)      Subject to as provided in (a) above, the investor may exercise an option to
                hold and deal in the securities in dematerialization form in which event
                the rights and obligations of the parties concerned and matters connected
                therewith or incidental thereof, shall be governed by the provisions of the
                Depositories Act. The investor may also exercise an option to


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                                                     INFORMATION MEMORANDUM


             dematerialize his securities in which event the Company shall issue the
             required certificates of securities subject to applicable provisions of law
             and these Articles.

[3]   Securities in depository mode to be fungible form.

      All securities held in the depository mode with depository shall be dematerialized
      and be in fungible form. To such securities held by a depository on behalf of a
      beneficial owner, nothing contained in section 153, 153A, 153B, 187C and 372A of
      the Companies Act, 1956 shall apply.

[4]   Right of Depositories and Beneficial Owners

      (a)    Not withstanding anything contrary contained in the Companies Act, 1956
             or these Articles, a depository shall be deemed to be the registered owner
             for the purposes of effecting transfer of ownership of security on behalf of
             the beneficial owner.

      (b)    Save as otherwise provided in (a) above, the depository as the registered
             owner of the securities shall not have other membership rights in respect
             of the security held by it.

      (c)    Every person holding securities of the Company and whose name is
             entered as the beneficial owner in the register maintained by a depository
             shall be deemed to be a member of the Company. The beneficial owner of
             securities shall alone be entitled to all the rights and benefits and be
             subject to all the liabilities in respect of the securities held in depository
             mode of which he is the beneficial owner.

[5]   Beneficial Owner deemed as absolute owner

      Except as ordered by a Court of competent jurisdiction or as required by law, the
      Company shall be entitled to treat the person whose name appears as the
      Beneficial Owner of shares in the register of the Depository as the absolute owner
      thereof.

[6]   Service of documents

      Notwithstanding anything to the contrary contained in the Companies Act, 1956
      or these Articles, where securities are held in a depository mode, the records of
      the beneficial owner may be served by a depository on the Company by means of
      electronic mode or by delivery of floppies or discs.

[7]   Transfer of securities

      Nothing contained in section 108 of the Companies Act, 1956 or these Articles,
      shall apply to transfer of securities effected by a transferor to the transferee both
      of whom are entered in the register maintained by a Depository under the
      Depositories Act.

[8]   Distinctive number of securities held in depository mode.



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                                                         INFORMATION MEMORANDUM


       Nothing contained in the Companies Act, 1956 or these Articles, regarding the
       necessity of having distinctive numbers for securities of the Company shall apply
       to securities held in the depository mode.

[9]    Register and index of Beneficial Owner

        The register and index of beneficial owners maintained by a depository under the
       Depositories Act, 1996 shall be deemed to be the register and index of members
       for the purposes of these Articles and the Companies Act, 1956.

(As per special resolution passed at the Extra Ordinary General Meeting held on 22nd December
2007)

                                  (7) SHARE WARRANTS

Power     to 45.      Subject to the provisions of Section 114 and 115 of the Act and
issue share           subject to any directions which may be given by the Company in
warrants.             General Meeting, the Board may issue share warrants in such
                      manner and on such terms and conditions as the Board may deem
                      fit. In case of such issue Clauses 40 to 43 of Table 'A' in Schedule I
                      to the Act, shall apply.

                                          (8) STOCKS
Conversion     46.    The Company may exercise the power of conversion of its shares
of shares into        into stock and in that case clauses 37 to 39 of Table 'A' in Schedule
stock and             I to the Act, shall apply.
re-
conversion
                             (9) ALTERATION OF CAPITAL
Power to        47.   The Company may by ordinary resolution from time to time
subdivide             alter the conditions of the Memorandum of Association as
and                   follows:-
consolidate.
                      (a)     Increase the Share Capital by such amount to be divided
                              into shares of such amount as may be specified in the
                              resolution;

                      (b)     Consolidate and divide all or any of its share capital into
                              shares of larger amount than its existing shares;

                      (c)    Subdivide its existing shares or any of them into shares of
                              smaller amount than is fixed by the Memorandum, so
                              however, that in the subdivision the proportion between
                              the amount paid and the amount, if any, unpaid on each
                              reduced share shall be the same as it was in the case of
                              the share from which the reduced share is derived; and

                      (d)    Cancel any shares which, at the date of the passing of the
                              resolution, have not been taken or agreed to be taken by
                              any person and diminish the amount of its share capital
                              by the amount of the share so cancelled.



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                                                       INFORMATION MEMORANDUM


On      what 48.      The resolution whereby any share is subdivided or
conditions            consolidated may determine that, as between the members
new shares            registered in respect of the shares resulting from such sub-
may        be         division or consolidation, one or more of such shares shall have
issued.               some preference or special advantage as regards dividend,
                      capital, voting or otherwise over or as compared with the
                      others or other subject nevertheless to the provisions of
                      section 85, 87, 88, 93 and 106 of the Act.

Surrender       49.   Subject to the provisions of sections 100 to 104
                      inclusive of the Act, the Board may accept from any member
                      the surrender of all or any of his shares on such terms and
                      conditions as shall be agreed.

                             (10) MODIFICATION OF RIGHTS
Power        to 50.   Whenever the capital by reason of the issue of preference shares
modify                or otherwise) is divided into different classes of shares, all or any
rights.               of the rights and privileges attached to each class may be varied
                      in the manner provided in Section 106 of the Act and all the
                      provisions hereinafter contained as to General Meetings shall,
                      mutatis-mutandis, apply as regard class meetings. Provided that
                      the rights conferred upon the holders of the shares of any class
                      issued with preferred or other rights shall not, unless otherwise
                      expressly provided by the terms of issue of the shares of that
                      class, be deemed to be varied under this Article by the creation or
                      issue of further shares and such new shares may be issued with
                      such preferential rights as may be decided at the time of issue
                      thereof.

                            (11) LOANS AND DEBENTURES
Power        to 51.   The Board may from time to time at its discretion,
borrow.               subject to the provisions of the Act, raise or borrow from the
                      Directors or from elsewhere and secure payment of any sum or
                      sums of money for the purpose of the Company.

Conditions      52.   The Board may raise or secure the re-payment of such sum or
of                    sums in such manner and upon such terms and conditions in all
borrowing.            respects as it thinks fit and in particular by the issue of bonds,
                      notes, convertible redeemable or          otherwise, perpetual or
                      redeemable debentures or debenture-stock or any mortgage or
                      other security on the undertaking of the whole or any part of the
                      property of the Company (both present and future) including its
                      uncalled capital for the time being.

Terms      of 53.     Any debentures, debenture-stock or other securities may be
issue      of         issued at a discount, premium or otherwise and may be issued on
debentures            condition that they shall be convertible into shares of any
                      denomination and with any privileges and conditions as to
                      redemption, surrender, drawing, allotment of shares, attending
                      (but not voting) at the General Meeting, appointment of Directors
                      and otherwise Debentures with the right to conversion into or
                      allotment of shares shall be issued only with the consent of the


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                                                        INFORMATION MEMORANDUM


                      Company in the General Meeting by a Special Resolution.

(Amended as per special resolution passed at the Extra Ordinary General Meeting held on 22nd
December 2007)

Indemnity    54.      The Directors or any of them may guarantee the whole or any
may       be          part of the loans or debts raised or incurred by or on behalf of
given.                the Company or any interest payable thereon, and shall be
                      entitled to receive such payment as consideration for the giving
                      of any such guarantee as may be determined by the Directors
                      with power to them to indemnify the guarantors from or against
                      liability under their guarantees by means of a mortgage or
                      charge on the undertaking of the Company or                upon
                      any of its property or assets or otherwise. If the Directors or
                      any of them or any other persons, shall become personally liable
                      for the payment of any sum primarily due from the company,
                      the Directors may execute or cause to be                executed
                      any mortgage, charge or security over or affecting the whole or
                      any part of the assets of the Company by way of indemnity to
                      secure the Directors or persons so becoming liable as aforesaid
                      from any loss in respect of such liability.

                                         RESERVES
Reserves.       55.   The Board may, before recommending any dividend, set aside
                      out of the profits of the Company such sums as it thinks
                      proper as a reserve or reserves which shall, at the discretion of
                      the Board, be applicable for any purpose to which the profits of
                      the Company may be properly applied and pending such
                      application may at the like discretion, either employed in the
                      business of the Company or be invested in such investments
                      (other than shares of the Company) as the Board may from time
                      to time think fit. The Board may also carry forward any profits,
                      which it may think prudent not to divide without setting them
                      aside as a reserve.

                                  III. GENERAL MEETING
                              (1) CONVENING OF MEETINGS
Convening       56.   The Board may, whenever it thinks fit, call an extra-ordinary
of Meeting.           general meeting provided however if at any time there are not
                      in India Directors capable of acting who are sufficient in number
                      to form a quorum, any Director may call an extra-ordinary
                      general meeting in the same manner, as nearly as possible, as
                      that in which such a meeting may be called by the Board.
                           (2) PROCEEDINGS AT GENERAL MEETINGS
Quorum.         57.   The quorum for a General Meeting shall be five members present
                      in person.

Chairman.       58.   At every General Meeting, the Chair shall be taken by the
                      Chairman of the Board of Directors. If at any meeting the
                      Chairman of the Board of Directors be not present within
                      fifteen minutes after the time appointed for holding the
                      meeting or, though present, be unwilling to act as Chairman, the


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                                                     INFORMATION MEMORANDUM


                     members present shall choose one of the Directors present to be
                     Chairman, or if no Director shall be present and willing to
                     take the Chair, then the members present shall choose one of
                     their member, being a member entitled to vote, to be Chairman.

Sufficiency    59.   Any act or resolution which, under the provisions of these
of ordinary          Articles or of the Act, is permitted or required to be done or
resolution           passed by the Company in General Meeting, shall be sufficiently
when no              so done or passed if effected by an ordinary resolution unless
specific             either the Act or the Articles specifically require such act to be
provision.           done or resolution passed by a special resolution.

When, if       60.   If within half an hour from the time appointed for the meeting
quorum not           a quorum be not present, the meeting, if convened upon a
present,             requisition of shareholders shall be dissolved but in any other
meeting to           case it shall stand adjourned to the same day in the next week
be dissolved         at the same time and place, unless the same shall be a public
and when to          holiday when the meeting shall stand adjourned to the next
be                   day nor being a public holiday at the same time and place and if
adjourned.           at such adjourned meeting a quorum be not present within half
                     an hour from the time appointed for the meeting, those members
                     who are present and not being less than two persons shall be a
                     quorum and may transact the business for which the meeting was
                     called.

How           61.    In the case of an equality of votes, the Chairman shall, both on
questions or         a show of hands and at a poll, have a casting vote in addition to
resolutions          the vote or votes to which he may be entitled as a member.
to be decided
at meetings.

Power to       62.   The Chairman of a General Meeting may adjourn the same, from
adjourn              time to time, and from place to place, but no business shall be
General              transacted at any adjourned meeting other than the business left
Meeting.             unfinished at the meeting from which the adjournment took
                     place. It shall not be necessary to give notice to the members of
                     such adjournment or of the time, date and place appointed for
                     the holding of the adjourned meeting.

Business       63.   If a poll be demanded, the demand of a poll shall not prevent the
may proceed          continuance of a meeting for the transaction of any business other
not-                 than the question on which a poll has been demanded.
withstanding
demand of
poll.

                               (3) VOTES OF MEMBERS

Votes of       64.   On a show of hands every holder of equity shares entitled to
members.             vote and present in person shall have one vote and upon a poll,
                     every holder of equity shares entitled to vote and present in
                     person or by proxy shall have one vote for every share held by


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                                                     INFORMATION MEMORANDUM


                     him.

Votes in       65.   Subject to the provisions of the Articles, any person entitled
respect of           under, "The Transmission Article" to transfer any shares may
deceased,            vote at any General Meeting in respect thereof in the same
insolvent            manner as if he was the registered holder of such shares,
and insane           provided that seventy-two hours at least before the time of
members.             holding the meeting or adjourned meeting as the case may be at
                     which he proposes to vote he shall satisfy the Directors of his
                     right to transfer such shares, or the Directors shall have
                     previously admitted his right to vote at such meeting in respect
                     thereof. If any member be a lunatic, idiot or non compos
                     mentis, 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.

Joint-         66.   Where there are joint-holders of any share, any one of such
holders.             persons may vote at any meeting either personally or by proxy in
                     respect of such shares as if he was 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 stands prior in order on the register in
                     respect of such share shall alone be entitled to vote in respect
                     thereof.    Several executors or administrators of a deceased
                     member in whose name any share stands shall for the purpose
                     of this Article be deemed joint-holders thereof.

Instruments    67.   The instrument appointing a proxy shall be in writing under the
appointing           hand of the appointer or of his Attorney duly authorised in
proxy to be          writing or if such appointer is a corporation under its common
in writing.          seal or the hand of its Attorney.

Instrument     68.   The instrument appointing a proxy and the Power of Attorney
appointing           or other authority ( if any ) under which it is signed or a
proxy to be          notarially certified copy of that power or authority shall be
deposited at         deposited at the office not less than forty-eight hours before the
the office.          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.

When vote      69.   A vote given in accordance with the terms of an instrument
by proxy             appointing a proxy shall be valid notwithstanding the previous
valid though         death or insanity of the principal or revocation of the instrument
Authority            or transfer of the share in respect of which the vote is given.
revoked.             Provided no 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
                     fit of the due execution of an instrument of proxy and that the
                     same has not been revoked.


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                                                      INFORMATION MEMORANDUM



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

 Restrictions   71.   No member shall be entitled to vote on any question either
 on voting.           personally or by proxy or as proxy for another member at any
                      General Meeting or upon a poll or 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.

 Validity of    72.   No objection shall be taken to the validity of any vote except at
 votes.               the meeting or poll at which such vote shall be tendered and
                      every vote not dis-allowed at such meeting or poll and whether
                      given personally or by proxy or otherwise, shall be deemed valid
                      for all purposes.


                                     IV. DIRECTORS
                               (1) GENERAL PROVISIONS

Number of       73.   Until otherwise determined by the Company in General Meeting,
Directors.            the number of Directors shall neither be less than three nor more
                      than twelve.

Directors.      74.   The first Directors of the Company are:-
                      1. Sri M.L.Chand
                      2. Sri Brij Rattan
                      3. Sri R K Sharma
                      4. Sri V K Agarwal

Qualification   75.   A Director need not hold any shares in the Capital of the
of Directors.         Company to quality him to act as a Director of the Company.

Remuneration    76.   Each Director other than a working Director shall be entitled to
of Directors.         be paid out of the funds of the Company by way of remuneration
                      for his services such sum as may be fixed by the
                      Directors not exceeding a sum of Rs.250 for every meeting of the
                      Board of Directors or Committee thereof attended by him.
                      Subject to the provision of the Act the Directors shall be paid
                      further remuneration by way of commission at the rate
                      of 3% (or 1% if the Company has a managing or whole time
                      director or manager) of the net profits of the Company
                      calculated in accordance with the provisions of the Companies
                      Act and such remuneration shall be divided amongst Directors
                      in such proportion and manner as the Board may, from time to
                      time, determine and in default of such determination shall be
                      divided amongst the Directors equally. The Directors may
                      allow and pay to any Director, who for the time being is
                      resident out of place at which any meeting of the Directors may
                      be held and who shall come to that place for the purpose of


                                         129
                                                      INFORMATION MEMORANDUM


                      attending such meeting, such sum as the Directors may
                      consider fair and reasonable for his expenses in connection with
                      his attending at the meeting in addition to his remuneration
                      as above specified. If any Director being willing shall be called
                      upon to perform extra services or to make any special exertions
                      for any of the purposes of the                     Company the
                      Directors subject to approval of shareholders in a General
                      Meeting shall be entitled to remunerate such Director either by
                      a fixed sum or percentage of profits or in             any other
                      manner as may be determined by the Directors in addition to the
                      remuneration above provided.

Continuing      77.   The continuing Directors may act notwithstanding any vacancy
Directors may         in their body, but so that if the number falls below the minimum
act.                  above fixed the Directors shall not except for the purpose of
                      filling vacancies or of summoning a General Meeting, act so long
                      as the number is below the minimum.

Directors may   78.   Subject to the provisions of the Act, the Directors
contract with         (including a Managing Director) shall not be disqualified by
Company.              reason of his or their office as such from holding office under the
                      Company or from contracting with the Company either as
                      vendor, purchaser, lender, agent, broker, lessor or lessee or
                      otherwise, nor shall any such contract or any contract or
                      arrangement entered into by or on behalf of the Company with
                      any Director or with any company or partnership, of or in
                      which any Director shall be a member or otherwise interested be
                      avoided, nor shall any Director so contracting or being such
                      member or so interested be liable to account to the Company for
                      any profit realised by such contract or arrangement by reason
                      only of such Director holding that office or of the fiduciary
                      relation thereby established.
                           (2) APPOINTMENT OF DIRECTORS
Appointment     79.   The Company in General Meeting, may, subject to the
of Directors          provisions of these Articles and the Act, at any time elect any
                      person to be a Director and may from time to time increase or
                      reduce the number of Directors and may also determine in
                      what rotation such increased or reduced number is to go out of
                      office.

Appointment     80.   The Directors shall have power at any time and from time to
of Additional         time, to appoint any person other than a person who has been
Director.             removed from the office of a Director of the Company to be a
                      Director of the Company as an addition to the Board but so that
                      the total number of Directors shall not at any time exceed the
                      maximum number fixed. Any director so appointed shall hold
                      office only until the conclusion of the next following Annual
                      General Meeting of the Company when he shall be eligible for re-
                      appointment.

Casual          81.   The Directors shall also have power to fill a vacancy in the Board.
vacancy may           Any Director so appointed shall hold office only so long as the


                                         130
                                                       INFORMATION MEMORANDUM


be filled by         vacating Director would have held the same if no vacancy had
Board.               occurred.

Nominated      82.   Whenever the Directors enter into a contract with any person or
Directors.           persons for borrowing any money or for providing any guarantee
                     or security or for technical collaboration or assistance or enter into
                     any other arrangement, the Directors shall have, subject to the
                     provisions of Section 255 of the Act, the power to agree that such
                     person or persons shall have the right to appoint or nominate by a
                     notice in writing addressed to the Company one or more
                     Directors on the Board for such period and upon such conditions
                     as may be mentioned in the Agreement and that such Director or
                     Directors may not be liable to retire by rotation nor be require to
                     hold any qualification shares. The Directors may also agree that
                     any such Director or Directors may be removed, from time to
                     time, by the person or persons aforesaid who may appoint
                     another or other in his or their place and also fill in any vacancy,
                     which may occur as a result of any such Director or Directors
                     ceasing to hold that office for any reason whatsoever. The
                     Directors appointed or nominated under this Article, shall be
                     entitled to exercise and enjoy all or any of the rights and
                     privileges exercised and enjoyed by the Directors of the Company
                     including the payment of remuneration and travelling expenses
                     to such Director or Directors as may be agreed by the Company
                     with such person or persons aforesaid.

Alternate      83.   The Board may appoint any person to act as an alternate director
Directors.           for a director during the latter's absence for a period of not less
                     than three months from the State in which meetings of the Board
                     are ordinarily held and such appointment shall have effect and
                     such appointee, whilst he holds office as an alternate director,
                     shall be entitled to notice of meeting of the Board and to attend
                     and vote there as accordingly; but he shall ipso-facto vacate office
                     if any when the absent Director returns to the State in which
                     meetings of the Board are ordinarily held or the absent Director
                     vacate office as a Director.

                             (3) ROTATION OF DIRECTORS
 Rotation of 84.     At the Annual General Meeting of the Company in every
 Directors.          year, one third of the Directors for the time being liable to
                     retire by rotation and if their number is not three or a multiple of
                     three then the number nearest thereto shall retire from office.
                     The Directors to retire at such Annual General Meeting, shall be
                     the Directors (other than Managing Director and or any other
                     Director or Directors who by virtue of the provisions of any
                     agreement referred to in Article 82 are not liable to retire) who
                     shall have been longest in office since their last election. As
                     between Directors who became Directors on the same day those
                     to retire shall (in default of agreement between them) be
                     determined by lot. For the purpose of this Article a Director
                     appointed to fill a vacancy under the provisions of Article 81,
                     shall be deemed to have been in office since the date on which the


                                         131
                                                        INFORMATION MEMORANDUM


                      Director, in whose place he was appointed, was last elected as a
                      Director.

Retiring        85.   A retiring Director shall be eligible for re-election and shall act as
director              a Director throughout the meeting at which he retires.
eligible for
re-election.

Adjournmen      86.   Subject to any resolution for reducing the number of Directors, if
t of meeting          at any meeting at which an election of Directors ought to take
for election          place, the places of the retiring Directors are not filled up, the
of Directors.         meeting shall stand adjourned till the same day in the next week
                      or if that day is a public holiday till the next succeeding day
                      which is not a public holiday at the same time and place and if at
                      the adjourned meeting the places of the retiring Director are not
                      filled up the retiring Directors or such of them as have not had
                      their places filled up shall (if willing to continue in office) be
                      deemed to have been re-elected at the adjourned meeting.

Vacation of     87.   The office of a Director shall be deemed to have been vacated:
office by
Director.             (a)    Ipso facto, in the eventualities mentioned in Sec.283 of
                             the Companies Act, 1956;

                      (b)    In the event of the resignation by a Director or the
                             withdrawal of his nomination in the case of a
                             nominated Director, on the date on which the letter of
                             resignation or the letter of withdrawal of his nomination,
                             as the case may be, is received by the Company.

                           (4) PROCEEDINGS OF DIRECTORS
Meetings of     88.   The Directors may meet together for the despatch of business
Directors.            adjourned and otherwise regulate their meetings and
                      proceedings as they think fit.

Summoning       89.   The Secretary may at any time, and upon request of any two
a meeting of          Directors shall summon a meeting of the Directors.
Directors.

Voting at       90.   Subject to the provisions of the Act, questions arising at any
meeting.              meeting shall be decided by a majority of votes, each Director
                      having one vote, and in case of an equality of votes, the Chairman
                      shall have a second or casting vote.


Chairman of     91.   The Chairman of the Board Directors shall be the Chairman of the
Meeting.              meetings of Directors: Provided that if the Chairman of the Board
                      of Directors is not present, the Directors present shall choose one
                      of their member to be Chairman of such meeting.

Acts of         92.   A meeting of Directors in which a quorum is present shall be
meeting.              competent to exercise all or any of the authorities, powers and


                                          132
                                                     INFORMATION MEMORANDUM


                     discretions by or under the Articles of the company and the Act
                     for the time being vested in or exercisable by the Directors.

Delegation to 93.    The Directors may subject to compliance of the provisions of the
committees.          Act, from time to time, delegate any of their powers to
                     Committees consisting of such member or members of their body
                     as they think fit, and may from time to time, revoke delegation.
                     Any committee so formed shall in the exercise of the powers so
                     delegated conform to any regulations that may, from time to time,
                     be imposed on it by the Directors. The meeting and proceedings
                     of any such Committee, if consisting of two or more members,
                     shall be governed by the provisions for regulating the meetings
                     and proceedings of the Directors so far as the same are applicable
                     thereto and, are not superseded by any regulation made by the
                     Directors under this Article.

Validity of    94.   All acts done at any meeting of Directors or of a Committee of
acts.                the Directors or by any person acting as a Director, shall
                     notwithstanding that it be afterwards discovered that there
                     was some defect in the appointment of any such directors,
                     Committee or person acting aforesaid or that they or any of them
                     were disqualified, be as valid as if every such person had been
                     duly appointed and was duly qualified. Provided always that
                     nothing in this Article shall be deemed to give validity to acts
                     done by such Directors. Committee or persons acting as aforesaid
                     after it has been shown that there was some defect in any
                     appointment or that they or any of them were disqualified.

Resolution     95.   A resolution may be passed by the Board by circulation in
by                   accordance with the provisions of Section 289 of the Act.
circulation.

Minutes to     96.   The Directors shall cause minutes to be duly entered in the books
be made.             provided for the purpose:

                     (a)    of all appointments of officers and committees made by
                            the Directors;

                     (b)    of the names of the Directors present at each meeting of
                            the Directors and of any Committee of Directors;

                     (c)    of all orders made by the Directors and        Committee
                            Directors;

                     (d)    of all resolutions and proceedings of General Meetings
                            and of meeting of Directors and Committees.

                     And any such minutes of any meeting of Directors or of any
                     Committee or of the Company, if purporting to be signed by the
                     Chairman of such meeting or by the Chairman of the next
                     succeeding meeting, shall be receivable as prima facie evidence of
                     the matters in such minutes.


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                                                     INFORMATION MEMORANDUM




                             (5) POWERS OF DIRECTORS

General       97.    The business of the Company shall be managed by the
powers     of        Directors who in addition to the powers and authorities by
company              these presents or otherwise expressly conferred upon them may
vested     in        exercise all such powers and do all such acts and things as may
Directors.           be exercised or done by the Company and are not hereby or by
                     law expressly directed or required to be exercised or done by the
                     Company in General Meeting but subject nevertheless to the
                     provisions of any law and of these presents and to any
                     regulations, not being inconsistent with these presents, from time
                     to time, made by the Company in General Meeting: Provided
                     that no regulation so made shall invalidate any prior act of the
                     Directors which would have been valid if such regulation had
                     not been made.

Delegation of 98.    (a)    Without prejudice to the general powers conferred by the
powers by            preceding article, the Directors may, from time to time, subject to
Directors.           the restrictions contained in the Act, delegate to any of the
                     Directors, employees or other persons including any firm or body
                     corporate, any of the power, authorities and discretions, for the
                     time being vested in the Directors.

                     (b) All deeds, agreements and all cheques, promissory notes,
                     drafts, hundies, bills of exchange and other negotiable
                     instruments and all receipts for moneys paid to the Company,
                     shall be signed, drawn, accepted, or endorsed or
                     otherwise executed, as the case may be, by such persons
                     (including any firm or body corporate) whether in the
                     employment of the Company or not and in such manner as the
                     Directors shall, from time to time, determine.

Management    99.    The Directors may make such arrangements as may be thought fit
abroad.              for the management of the Company’s affairs abroad, and may
                     for this purpose (without prejudice to the generality of their
                     powers) appoint local board, attorneys and agents and fix their
                     remuneration, and delegate to them such powers as may be
                     deemed requisite or expedient. The Company may have for use
                     abroad such official seal as is provided for by Section 50 of the
                     Act. Such seal shall be affixed by the authority and in the
                     presence of, and the instruments sealed therewith shall be signed
                     by such persons as the Directors shall, from time to time, by
                     writing under the Seal appoint. The Company may also exercise
                     the powers of keeping Foreign Registers as provided by the Act.

                                 V. MANAGEMENT
                                          [
Management    100.    The Board of Directors may appoint Managing or whole-time
                      Director/Directors or Manager to manage the affairs of the
                      Company and/or a Secretary or other officers for such period


                                        134
                                                     INFORMATION MEMORANDUM


                      and on such remuneration and on such terms and conditions
                      with the sanction, when so required by the Act, of the
                      shareholders in a General Meeting and/or approved by the
                      Central Government. Managing or whole time Directors, if any,
                      shall not be liable to retire by rotations.
                                      VI. THE SEAL
Custody of      101. The Directors shall provide a Seal for the purpose of the
Seal etc.             Company and shall have power, from time to time, to destroy
                      the same and substitute a new seal in lieu thereof and, shall
                      provide for the safe custody of the Seal and the Seal shall
                      except as otherwise empowered under the Act or rules
                      thereunder, never be used except by the authority of the
                      Directors or of a Committee of the Directors and, one Director
                      shall sign every instrument to which the Seal is affixed:
                      Provided nevertheless, that any instrument bearing the Seal of
                      the Company and issued for valuable consideration
                      shall    be binding on the Company notwithstanding any
                      irregularity touching the authority of the Directors to issue the
                      same.
                    VII. BOOKS OF ACCOUNT AND DIVIDENDS
                              (1) BOOKS OF ACCOUNT
Books of        102. The books of account shall be kept at the office of the Company
Account to            or at such other place, as the Directors think fit.
be kept.

Inspection      103.   The Board shall, from time to time, determine whether and to
by members.            what extent and at what times and places and under what
                       conditions or regulations, the accounts and books of the
                       Company or any of them shall be open to the inspection of the
                       members not being Directors, and no member (not being a
                       Director) shall have any right of inspecting any account or
                       books or document of the Company except as conferred by law
                       or authorised by the Directors or by the Company in General
                       Meeting.

When        104.       Every Balance Sheet and Profit and Loss Account when audited
accounts to            and approved by the General Meeting shall be conclusive except
be deemed              as regards any error discovered therein within three months
finally                next after the approval thereof. Whenever any such error is
settled.               discovered within that period the account shall forthwith be
                       corrected and henceforth shall be conclusive, subject to the
                       approval of the Company in General Meeting.
                                      (2) DIVIDENDS
Division     of 105.   The net profits of the Company (after making provision if any,
Profits.               for sinking, depreciation and reserve funds and for carrying forward
                       balances for the next year) shall subject
                        to the rights of holders of preference shares and to any
                       resolution of the Company attaching any special privileges
                       to other shares and to the provisions of these Articles,
                       be divisible among the Equity shareholders subject
                       as provided in Article 19 in proportion to the amounts
                       paid up on the Equity shares held by them respectively.


                                         135
                                                       INFORMATION MEMORANDUM



Capital paid 106.      When capital is paid up in advance of calls upon the footing that
in advance of          the same shall carry interest, such capital shall not, whilst
calls.                 carrying interest, confer a right to participate in profits.

Declaration 107.       The Company in General Meeting may declare a dividend to be
and payment            paid to the members according to their rights and interest in
of                     the profits and may fix the time for payment subject to the
Dividends.             provision of Section 207 of the Act.

Restrictions 108.      No larger dividend shall be declared than is recommended by the
on amount of           Directors, but the Company in General Meeting may declare a
Dividends.             smaller dividend.

Dividend out 109.      No dividend shall be payable except out of the profits, of the
of     profits         Company of the year or any other undistributed profits, and no
only and not           dividend shall carry interest as against the Company.
to        carry
interest.

When to be 110.        The declaration of the Directors as to the amount of the net profits
deemed net             of the Company in any year shall be conclusive, subject to the
profits.               provisions of the Act.

Interim         111.   The Directors may, from time to time, pay to the members
dividends.             such interim dividends as in their judgement the position of the
                       Company justifies.

Debts may 112.         The Directors may retain any dividends on which the Company
be deducted.           has a lien and may apply the same in or towards satisfaction of the
                       debts, liabilities or engagements in respect of which the lien exists.

Company    113.        The Directors may retain the dividend payable upon shares in
may retain             respect of which any person is under "The Transmission Article"
dividends.             entitled to become a member or which any person under that
                       Article is entitled to transfer until such person shall become as
                       member in respect thereof or shall duly transfer the same.
Dividend        114.   Any General Meeting declaring a dividend may make a call on the
and call               members of such amount as the meeting fixes, but so that the call
together.              be made payable at the same time as the dividend and the
                       dividend may, if so arranged between the Company and the
                       members, be set off against the call.

Capitalisatio   115.   Any General Meeting may, upon the recommendation of the
n of                   Directors, resolve that any moneys, investments or other assets
Reserves.              forming part of the undivided profits of the Company standing to
                       the credit of any reserve fund or special account or in the hands of
                       the Company and available for dividend and including any profits
                       arising from the sale of the assets of the Company or any part
                       thereof or by reason of any other accretion to capital assets or
                       representing premium received on the issue of shares and stand to
                       the credit of the share premium account, be capitalised and


                                          136
                                                      INFORMATION MEMORANDUM


                       distributed (in the manner and to the extent permissible under
                       the provisions of the Act) amongst such of the shareholders as
                       would be entitled to receive the same if distributed by the way
                       of dividend and in the same proportions on the footing that they
                       become entitled thereto as capital and that all or any part of such
                       capitalised fund be applied on behalf of such shareholders in
                       paying up in full either at par or at such premium as the
                       resolution may provide any unissued shares, debentures or
                       debenture-stock (in the manner and to the extent aforesaid) of
                       the Company which shall be distributed accordingly or in or
                       towards payment of the uncalled liability on any issued shares,
                       or debentures or debenture-stock, and that such distribution or
                       payment shall be accepted by such shareholder in full satisfaction
                       of their interest in the said capitalised sum.

Fractional      116.   For the purpose of giving effect of any resolution under the
certificates.          preceding Article, the Directors may settle any difficulty which
                       may arise in regard to the distribution as they think expedient and
                       in particulars, may issue fractional certificates or ignore fractions
                       or may vest the same in trust for the persons entitled as may seem
                       expedient to the Directors. Where required a proper contract shall
                       be filed in accordance with the provisions of the Act and the
                       Directors may appoint any persons to sign such contract on behalf
                       of the persons entitled to the dividend or capitalised fund and
                       such appointment shall be effective.

Any one of      117.   Any one of several persons who are registered as joint-holders of
joint holders          any share may give effectual receipts for all dividends and
can give               payments on account of dividends in respect of such share.
receipts.

Payment by      118.   Unless otherwise directed, any dividend may be paid by cheque,
post.                  warrant or postal money-order sent through the post to the
                       Registered address of the member or person entitled thereto or in
                       the case of joint-holders to the registered address of that one
                       whose name stands first on the Register in respect of the joint
                       holding or to such person and such address as the member or
                       person entitled or such joint-holders, as the case may be, may
                       direct.

When            119.   The payment of every cheque or warrant sent under the provisions
payment a              of the last preceding Article shall, if such cheque or warrant
good                   purports to be duly endorsed, be a good discharge to the company
discharge              in respect thereof: Provided nevertheless that the Company shall
                       not be responsible for the loss of any cheque, dividend warrant or
                       postal money-order which shall be sent by post to any member or
                       by his order to any other person in respect of any dividend.




119A. UNPAID OR UNCLAIMED DIVIDEND


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                                                         INFORMATION MEMORANDUM



Where the Company has declared a dividend but which has not been paid or the
dividend warrant in respect thereof has not been posted within 30 days from the date of
declaration to any shareholder entitled to the payment of the dividend, the Company
shall within 7 days from the date of expiry of the said period of 30 days, open a special
account in that behalf in any scheduled bank called "Unpaid Dividend of limited" and
transfer to the said account, the total amount of dividend which remains unpaid or in
relation to which no dividend warrant has been posted.

Any money transferred to the unpaid dividend account of the Company which remains
unpaid or unclaimed for a period of seven years from the date of such transfer, shall be
transferred by the Company to the Investor Education and protection Fund established
the Central Government.

(As per special resolution passed at the Extra Ordinary General Meeting held on 22nd December
2007)
                                    VIII. MISCELLANEOUS

 Reconstruc-    120.    On any sale of the undertaking of the Company the Directors or
 tion.                  Liquidators on a winding up may, if authorised by a Special
                        Resolution, accept fully paid or partly paid-up shares,
                        debentures or securities of any other company, whether
                        incorporated in India or not, either then existing or to be formed
                        for the purchase in whole or in part of the property of the
                        Company. The Liquidators (in a winding up) may distribute
                        such shares or securities, or any other property of the Company
                        amongst the contributories without realisation or vest the same in
                        trustees for them and may, if authorised by Special Resolution
                        provide for the distribution or appropriation of the cash, shares
                        or other securities, benefits or property otherwise then in
                        accordance with the strict legal rights of the contributories of the
                        Company, and for the valuation of any such securities or
                        property at such price and in such manner as the meeting may
                        approve, and the contributories shall be bound to accept and
                        shall be bounded by any valuation or distribution so authorised
                        and waive all rights in relation thereto, save such statutory rights
                        (if any) under the Act as are incapable of being varied or
                        excluded by these presents.


                                     (2) WINDING UP

Distribution    121.    Upon the winding up of the Company, the holders of Preference
of Assets.              Shares, if any, shall be entitled to be paid all arrears of
                        Preferential dividend to the commencement of winding up and
                        also to be repaid the amount of capital paid up or credited as
                        paid up on such Preference shares held by them respectively, in
                        priority to the Equity Shares, but shall not be entitled to any
                        other further rights to participate in profits or assets; subject as
                        aforesaid and to the rights of any other holders of shares entitled
                        to receive preferential payment over the Equity Share, in the
                        event of the winding up of the Company, the holders of the


                                            138
                                                      INFORMATION MEMORANDUM


                      Equity Shares shall be entitled to be repaid the amount of capital
                      paid up or credited as paid up on such shares and all surplus
                      assets thereafter shall belong to the holders of the Equity Shares
                      in proportion to the amount paid up or credited as paid up on
                      such Equity Shares respectively, at the commencement of the
                      winding up. If the assets shall be insufficient to repay the whole
                      of the paid up Equity Capital such assets shall be distributed so
                      that as nearly as may be the losses shall be borne by the members
                      holding Equity shares in Proportion to the capital paid up or
                      which ought to have been paid up on the Equity Shares held by
                      them respectively at the commencement of the winding up, other
                      than the amounts paid by them in advance of calls.

Distribution 122.     If the Company shall be wound up, whether voluntarily or
of assets in          otherwise, the Liquidators may, with the sanction of a special
specie.               Resolution of the Company and any other sanction required
                      by the Act, divide among the contributories in specie or kind,
                      any part of the assets of the Company and may, with the like
                      sanction, vest any part of the assets of the Company in trustees
                      upon such trusts for the benefit of the contributories, or any of
                      them, as the Liquidators, with the like sanction shall think fit.

                                   (3) INDEMNITY

Indemnity.     123.   Subject to the provisions of Section 201 of the Act, every Director,
                      Manager, Secretary and other officer or employees of the
                      Company shall be indemnified against and it shall be the duty of
                      the Directors to pay out the funds of the Company all costs, losses
                      and expenses (including travelling expenses) which any such
                      Directors, Manager or Secretary or other officer or employee may
                      incur or become liable to by reason of any contract entered into or
                      any way in the discharge of his or their duties and in particular,
                      and so as not to limit the generality of the foregoing provisions,
                      against all liabilities incurred by him or them as such Director,
                      Manager, Secretary, Officer or employee in defending any
                      proceedings whether civil or criminal, in which judgement is
                      given in his or their favour or he or they is are acquitted, or in
                      connection with any application under Section 633 of the Act in
                      which relief is granted by the Court and the amount for which
                      such indemnity is provided shall immediately attach as a lien on
                      the property of the Company and have priority as between the
                      members over all other claims.

Individual     124.   Subject to the provisions of the Act and so far as such provisions
responsibility        permit, no Director, Auditor or other Officer of the Company
of Directors.         shall be liable for acts, receipts, neglects or defaults of any other
                      Director or Officer, or for joining in any receipt or act for
                      conformity, or for any loss or expense happening to the Company
                      through the insufficiency or deficiency of title to any property
                      required by order of the Directors for or on behalf of the
                      Company or for the insufficiency or deficiency of any security in
                      or upon which any of the moneys of the Company shall be


                                         139
                                                       INFORMATION MEMORANDUM


                       invested, or for any loss occasioned by any error of judgement,
                       omission, default, or oversight on his part, or for any loss,
                       damage or misfortune whatever, which shall happen in the
                       execution of the duties of his office or in relation thereto, unless
                       the same happens through his own dishonesty.

                                      (4) SECRECY

No Member 125.         Subject to the provisions of these Articles and the Act, no member
to enter the           or other person (not being a Director) shall be entitled to enter the
premises of            property of the Company or to inspect or examine the Company's
the                    premises or properties of without the Company without the
Company                permission of the Directors or to permission. require discovery
                       of or any information respecting any detail of the Company's
                       trading or any matter which is or may be in the nature of a trade
                       secret, mystery of trade, or secret process or of any matter
                       whatsoever which may relate to the conduct of the business of
                       the Company and which in the opinion of the Directors it will
                       be inexpedient in the interest of the Company to communicate.

                                     BORROWING POWERS
Article 51 provides that “The Board may from time to time at its discretion, subject to the
provisions of the Act, raise or borrow from the Directors or from elsewhere and secure
payment of any sum or sums of money for the purpose of the Company. “

Article 51 provides that “The Board may raise or secure the re-payment of such sum or
sums in such manner and upon such terms and conditions in all respects as it thinks fit
and in particular by the issue of bonds, notes, convertible redeemable or otherwise,
perpetual or redeemable debentures or debenture-stock or any mortgage or other
security on the undertaking of the whole or any part of the property of the Company
(both present and future) including its uncalled capital for the time being


DIRECTORS
1. Mr. Dharmendar Nath Davar
2. Mr. Gaurav Dalmia
3. Mr. Mayadhar Misra
4. Mr. Gian Prakash Gupta
5. Mr. Basant Kumar Goswami
6. Mr. V.K. Chopra




                                          140
                                                     INFORMATION MEMORANDUM


OTHER INFORMATION

Material Contracts and Documents for Inspection
The following contracts (not being contracts entered into in the ordinary course of
business carried on by our Company or entered into more than two years before the date
of this Information Memorandum) which are or may be deemed material have been
entered or to be entered into by our Company. The material documents and also the
documents for inspection referred to hereunder, may be inspected at the registered office
of our Company from 10.00 am to 4.00 pm on working days from the date of this
Information Memorandum until listing.

Documents for Inspection:

1.     Memorandum and Articles of Association, as amended till date

2.     Certification of incorporation dated December 28, 1976

3.     Reports of the Statutory Auditors of the Company dated July 1, 2008 for possible
       tax benefits and mentioned in this Information Memorandum

4.     Report of the Statutory Auditors of Landmark property Development Company
       Limited on restated accounts dated July 1, 2008 and mentioned in this
       Information Memorandum

5.     Sanctioned Scheme of Arrangement and Order of the Hon’ble Gauhati High
       Court dated October 15, 2007 and Hon’ble High Court of Orissa dated November
       27, 2007.

6.     Filing proof of Form 21 along with the Scheme with ROC on December 20, 2007.

7.     Letters of approval from NSE and BSE dated July 2, 2007 and July 5, 2007
       respectively, conveying their ‘No Objection’ to the Scheme under Clause 24(f) of
       the Listing Agreement.

8.     Tripartite Agreement between the Company, the RTA and NSDL dated 4th March,
       2008.

9.     Tripartite Agreement between the Company, the RTA and CDSL dated
       28/03/2008-.

10.    Copy of ISIN obtained from NSDL and CDSL for the equity shares of the
       Company.

11.    Copy    of   in-principle  approval      letters     from     BSE     numbering
       DCS/AMAL/VB/IP/211/2008-09 dated May 22, 2008 and from NSE numbering
       NSE /LIST/74081-9 dated May 27, 2008 for listing of equity shares of LPDC.

12.    SEBI’s letter no. CFD/DIL/JAK/130025/2008 dated June 26, 2008 - granting
       relaxation from the strict enforcement of the requirement of Rule 19(2)(b) of the
       Securities Contract Regulation (Rules), 1957 (SCRR) for the purpose of listing of
       shares of LPDC.



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                                                   INFORMATION MEMORANDUM



DECLARATION
All statements made in this Information Memorandum are true and correct


SIGNED BY ALL THE DIRECTORS

for LANDMARK PROPERTY DEVELOPMENT COMPANY LIMITED



Name of the Director: D.N Davar              Name of the Director: Gaurav Dalmia




Signature : Sd/-                                                     Signature: Sd/-




Name of the Director: Mayadhar Misra             Name of the Director: G.P. Gupta




Signature : Sd/-                                              Signature : Sd/-




Name of the Director: B.K. Goswami               Name of the Director: V.K. Chopra




Signature : Sd/-                                                     Signature: Sd/-



Date: July 25, 2008
Place: New Delhi




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