Rathi Share & Stock Brokers Limited was incorporated as a Pubic
 Limited Company on 29th November,1994 and obtained certificate of
 commencement of business on 2nd December,1994 with an object to take
 over the running
 business of M/s Rathi Bros - a partnership concern.
 
 The Company was incorporated with a view to reflect the broad based
 activities in the field of securities and financial services related
 activities.  To expedite the Stock Broking Buisiness and proposed
 activities, the Company took over the running buisiness of M/s Rathi
 Bros - a partnership concern with complete infrastructure and
 exiting business as on 22.02.1995 (Closing hours).  Between 2.12.94
 and 22.02.95 and prior to the acquisition of the firm, the Company
 earned a net profit of Rs. 0.22 lacs on purchase and sale of
 securities.
 
 M/s Rathi Bros, the partnership firm was promoted by Shri.Hari
 Narayan Rathi and Shri Kamal Narayan Rathi.  The firm was engaged in
 the business of providing Underwriting assistance, lnvestment advice,
 Share broking consultancy in the Primary & Secondary markets.  The
 Company has been admitted as Corporate Member of The Hyderabad Stock
 Exchange Ltd., Hyderabad and the same has been communicated by the
 Stock Exchange vide their letter HSE:ADMN:95:705 dated 31.01.1995 and
 also registered by SEBI vide their certificate no.INB- 060695539 dated
 23rd February 1995.
         
 Shri.Hari Narayan Rathi and Shri.Kamal Narayan Rathi are the partners
 of the M/s Rathi Bros - a partnership concern. At the time of take
 over of the partnership firm, the Company has acquired the Membership
 Card of Shri.Karmal Narayan Rathi for a consideration of Rs.65.00 lacs
 and has
 entered in to agreement of sale dated 31.01.1995. 
 
 Some of the SaiIent Features of the agreement of Sale of  HSE
 Membership Card are as folIows
 
 1. The amount to be paid in Cash within one month from the date of
 agreement.
 
 2. The seller assigns in favour of the Purchaser all the
 rights,titles and benefits of the Membership of The Hyderabad Stock
 Exchange Ltd.  The Company has recently applied for OTCEl dealership
 vide loner dated 30.01.1995 to deal in OTC Exchange of India.