History of Artefact Projects Ltd.

The Comp. was incorporated on 06th Oct, 1987 as Artefact Leasing and Finance Pvt. Ltd., with the Registrar of Companies Bombay, at Maharashtra. The name was subsequently changed to Artefact Software and Finance Limited vide special resolution dated 25-10-1994 & afresh certificate of incorporation consequent to change in name was issued on 13-12-1994.

The Comp. was promoted with the main object of Leasing, Hire Purchase, Financial Services, Data Processing, etc. The Comp. started it operation with a small equity base of Rs.4.56 lacs & the Comp. was engaged in the business of Leasing and Data Processing activities. It decided to substantially increase it operations in 1994 with an ambitious expansion and diversification plan into Software Manufacturing Unit and Financial services.

M/s. Data Process, a Registered Small Scale Manufacturing unit. A Division of Artefact Software and Finance limited is an established data processing unit Catering to mainly industrial clients for Project Reports, Financial Accounting, Management Consultancy and Equity Research Analysis. Keeping in view the vast potential in Financial Services, the Comp. intends to enhance it activities in these field, by increasing the Share Capital through Public Issue.

The Comp. is already engaged in these activities & have infrastructure which needs to be broad based.

THE COMPANY'S ACTIVITIES

A. SOFTWARE MANUFACTURING UNIT:

1. SOFTWARE EXPORTS

The Comp. has plans to develop application software packages like equity related Software and Software for portfolio, Banking, Forex Risk Management, Investment opportunities in India, Software for commercial systems, MIS etc., & market it abroad. The Comp. has projected very modest receipts from software exports, but the future in software exports is very bright. A qualified graduate with MBA is to head the team for software development along with two Deputy Managers, under the over all charge of director MR. PANKAJ SHAH [BE Mech.s].

The Comp. also plans to export it equity research papers, macro level economic data for FII entering India.

The Comp. has already subscribed to membership of ESA-IRS-Ti-facline, a technological & commercial data base of European Space Agency.

The Comp. has commenced software development activity on receipt of firm enquiries for software for applications on office management, hotel management, solicitor database & building Society maintenance software.

2. EQUITY RESEARCH

The Comp. has already started it equity research activity & it shall develop a fullfledged research team. The research team currently focusses on various industries and macro economic developments. It has developed an inhouse software named 'INFO' which helps in maintaining and retrieving a steady information flow for their equity research & overall corporate advisory services.

MR. MANOJ SHAH, Managing Director heads the 'Capital Market Cell' of Vidarbha Industries Association which is spearheading the spread of equity cult & corporate functioning amongst all emerging small & medium sized units in Central India. The Comp. shall be shortly acquiring research related software from the Market & Professional Agencies, besides inhouse software development.

The Comp. has already developed for exports, a portfolio management software.

Present Equity Research facilities

At present, the Company Equity research is based upon it professionals and certain inhouse programme & data base developed by Company. However, the Comp. is to strengthen it present Database & Software with any of the suitable on line databases like DaRT/PRIME, etc. The Company also proposes to subscribe to overseas Databases.

The Company research division activities include keeping track of day to day market rate movement & trends of various earmarked & invested securities. The securities have predetermined buy/hold/sale levels taking into account the fundamentals of Companies.

The fundamental analysis of Comp. is done on various criteria like cost per unit of capacity, profitability of the Comp. versus industry & competitors, product superiority, personal market feed back of Promoters and the management dealings, trend of profitability, stake of financial institutions, profitability ratios compared to industry averages, etc. The Comp. has devised suitable formats where these information is fed & proper retrival of this information is possible on various sorting criteria or fields for decision making.

The Comp. also has developed an inhouse software called 'Info' which records the industry and Macro Economic Developments. This information is retrivable on any field and criteria like Industry, Comp. Name, Sub Heading, subject, Chronological Date, source of information, etc.

The Comp. has also developed a portfolio management accounting software for maintaining the individual investment portfolio & accounting for trading in portfolio investments.

The Comp. has a well developed team of market intelligence which gathers information regarding various stock market movements & information on various companies. Mr. K.J. Shah, Director of Comp. & BSE Member, is also well versed with various day to day developments of stock market information.

The Comp. subscribes to various stock market journals & magazines to keep the information up to date.

The Company proposed acquisition of Software & Database will ensure complete range of information regarding on-line capital market movements.

The Comp. has already received firm enquiries from certain NRI's/OCBs/FII regarding rendering Research Based Analysis and Advice for their investment portfolios in Indian Stock Market.

3. CAPITAL MARKETS and CORPORATE ADVISORY SERVICES

The Comp. shall provide Corporate Advisory services, execute placements of debt and equity instruments, Capital & Balance Sheet restructuring, issue management & advice in other fund based investments in the primary market.

The Comp. proposes to commence primary and secondary portfolio advisory services for its NRI & Indian clients. The Promoters have very good contacts in Central India and abroad to render these services to a large base of clientele. Few of reputed business groups and individuals are the clients of Promoters for rendering these services. The Company equity research & economic research team shall be very gainfully utilised. The Company has developed a young team of Finance Professionals to strengthen their corporate & Capital Market/Portfolio advisory services.

B. FINANCE ACTIVITIES:

1. EQUITIES TRADING

The Comp. has already started & it shall actively trade in the primary & secondary equity markets. Based on it's inhouse detailed research of Companies & Industries, the Company identifies scrips for long term & short term investment. The position of each scrip shall be reviewed periodically under a perfectly developed portfolio MIS to ensure that they are within the strict parameters laid down as a part of risk management systems & also to aid 'Buy/Sell/Hold' decision making.

Besides, the possibilities of investment bought outs on OTC & Main Stock Exchanges together with co-investment in bought out deals of reputed Investment Bankers can also be done by Company, with it sound research base. One of the Directors of Comp. is a reputed BSE Member, whose expertise shall be of immense use to the Company equity trading.

The Comp. upto 31/03/1995 has already executed securities trading in secondary markets and has earned a gross income of Rs.30.08 lacs. Besides, the expert guidance of Mr. Kirti J. Shah, Member, Bombay Stock Exchange together with the Company own research strength is sufficient to cater to the equity trading requirements projected with a fund base of Rs.100 lacs initially in the project cost. The Company also receives profitable offers for investments through it associate Merchant Banking company, M/s. Vidarbha Holdings Pvt. Ltd.

2. LEASING and HIRE PURCHASE

The Comp. is to make it presence in the Leasing and Hire Purchase market. The leasing activity is mainly beneficial for tax-planning. Hence, the Comp. proposes to enter into tie-ups with manufacturers whose depreciable products can be leased out to their customers. The Company also proposes initially to enter into 'Lease Portfolio Management Scheme' of existing leasing companies by which, the Comp. can obtain all the benefits of established Company infrastructure & also gain by way of tax shelter available in the said lease.

Later on, the Comp. may leverage it Equity Capital/Net Worth with low cost funds as loans & try to gain a substantial arbitrage after development & establishment of full fledged leasing infrastructure. Public Sector Leasing & core sector leasing are planned to be explored by the Company.

The Comp. has received firm offer letters from clients & various companies to avail lease finance to the extent of around Rs.235 Lacs & existing finance companies have offered to enter into a Memorandum of Understanding [MOUs] under their 'Lease Management Portfolio' scheme to the extent of Rs.1.50 Crores. Thus, the Comp. already has a tie-up of leasing business of around Rs.4 crores, far exceeding it projected leasing business of Rs.1.50 Crores in the first year itself & for period ended 31st March, 1995 the Comp. has leased assets of Rs.39.90 lacs & earned lease rentals of Rs.4.07 lacs.

The Comp. has already obtained a loan sanction from Central Bank of India, Main Branch, Nagpur for Rs.100 lacs for its leasing & hire purchase activities vide letter No.CM.CR.51.NO.94-95.332 dated 10/03/1995.

3. ICD'S/LOANS/ADVANCES

The Comp. proposes to resort to short term lending on CD'S/Deposits/Loans to maintain the necessary liquidity of funds. These Loans/deposits are Projected at 15% to 20% of the funds available for Company. In case the Company accepts ICD'S or Public deposits, then the Comp. has to, by RBI regulations, maintain 15% of such deposits in Government approved securities/bonds/loans.

THE COMPANY'S INVESTMENT PORTFOLIO SHALL BE DISTRIBUTED AS FOLLOWS:-

FUND BASED OPERATIONS:-

as] Primary and Secondary Shares Investments

A substantial return is expected from these activities, due to it inherent strength of Director being BSE and NSE Member, strong equity research base, professional team a selective participation in bought out deals/firm allotments.

The Comp. also plans to take an OTC Counter & obtain NSE Sub-broking counter for trading at Nagpur in near future.

bs] Leasing and Hire Purchase

To the extent required for Tax and Finance planning.

cs] ICD and Loans

To the extent of short term liquidity requirement of the Company.

NON-FUND BASED OPERATIONS-THRUST AREAS:

as] DTP and Software Exports

With an Fixed Assets Investment of Rs.100 Lacs approx proposed in this area of activity, & an expert manpower working for it success, the Comp. can rely on these areas as a thrust area for a healthy bottomline, from it's non fund based activities.

bs] Corporate Advisory Services

Because of strong professional & technocrat background of Board, the Comp. shall stand to gain substantially as corporate advisors. This would form, together with DTP and Software Exports, one of most lucrative non fund based activity of Company. The Company has already tied-up some assignments for these services.

cs] NRI Investment Advisory Services

The Comp. has in a short span of 2 months already tied-up with few NRI Investors to provide primary investment portfolio services on service charge basis. The Company, with a strong equity research base proposes to capitalise on this vast potential.

Thus, with a fundamentally strong & prudent mix of fund based & non fund based activities, the Comp. is set to make an impact on the financial scene. And last but not the least, it is the men behind the project MANOJ SHAH and PANKAJ SHAH, successful professionals who have created a name in the professional circuit of Central India, & now have decided to broaden their vision & horizon to National levels.

Mrs Nithiyapriya Ramakrishnan is appointed as Comp. Secretary and Compliance Officer of Comp. wef November 10, 2003.