ASAHI INDIA GLASS LIMITED - Securities and … MR. SANJAY LABROO, MARUTI SUZUKI INDIA L IMITED, ASAHI GLASS CO. LIMITED, JAPAN FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS

DRAFT LETTER OF OFFER

Dated February 7, 2013 For Eligible Equity Shareholders of the Company only

ASAHI INDIA GLASS LIMITED

Our Company was originally incorporated as “Indian Auto Safety Glass Private Limited” on December 10, 1984 under the Companies Act. Subsequently, the name was changed to “Asahi India Safety Glass Private Limited” pursuant to a special resolution of the shareholders passed at the EGM held on June 5, 1985 and a fresh certificate of incorporation was issued by the RoC on July 26, 1985. The status of the Company was changed to a public limited company by a special resolution of the shareholders passed at the EGM held on December 31, 1985 and a fresh certificate of incorporation was issued by the RoC on February 7, 1986. Consequently, the name of our Company was changed to “Asahi India Glass Limited” pursuant to a special resolution of the shareholders passed on September 14, 2002 and a fresh certificate of incorporation was issued by the RoC on September 26, 2002. For more information on the changes in the name and registered office of the Company, see the section titled “History and Certain Corporate Matters” on page 121 of this Draft Letter of Offer.

Registered Office: 2nd Floor, Industrial Shed No. 38, Okhla Industrial Estate, Phase – III, New Delhi -110 020. Tel: (011) 41001690-49454900 Fax: (011) 49454999

Corporate Office: Global Business Park, Tower – B, 5th Floor, Mehrauli – Gurgaon Road, Gurgaon–122 002 (Haryana) Tel: (0124) 4062212-19 Fax: (0124) 4062244/88

Contact Person: Gopal Ganatra, Company Secretary and Compliance Officer E-mail: [email protected], Website: www.asahiindia.com

PROMOTER S OF THE COMPANY: MR. B. M. LABROO, MR. SANJAY LABROO, MARUTI SUZUKI INDIA L IMITED, ASAHI GLASS CO. LIMITED, JAPAN

FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF THE COMPANY ONLY

DRAFT LETTER OF OFFER

ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF `̀̀̀ 1 EACH (THE “EQUITY SHARES”) OF ASAHI INDIA GLASS LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF `̀̀̀ [●] EACH (INCLUDING A PREMIUM OF `̀̀̀ [●] PER EQUITY SHARE), AGGREGATING TO `̀̀̀ 250 CRORES BY THE COMPANY ON A RIGHTS BASIS TO ELIGIBLE EQUITY SHAREHOLDERS OF THE COMPANY IN THE RATIO OF [●] EQUITY SHARE FOR EVERY [●] EQUITY SHARES HELD ON THE RECORD DATE, BEING [ ●] (THE “ISSUE”). THE ISSUE PRICE IS [ ●] TIMES THE FACE VALUE OF THE EQUITY SHARES.

GENERAL RISKS Investments in equity securities involve a degree of risk and Investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in relation to the Issue. For taking an investment decision, Investors must rely on their own examination of the Issuer and the Issue including the risks involved. The Equity Shares being offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (the “SEBI”) nor does the SEBI guarantee the accuracy or adequacy of this document. Specific attention of Investors is invited to the section titled “Risk Factors” on page 9 of this Draft Letter of Offer.

ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this Draft Letter of Offer 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 material facts, the omission of which makes this Draft Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING The existing Equity Shares of the Company are listed on the National Stock Exchange of India Limited (the “NSE”) and the BSE Limited (the “BSE”) (collectively, the “Stock Exchanges”). The Company has received “in-principle” approvals from the NSE and the BSE for listing the Equity Shares pursuant to the Issue by way of letters dated [●] and [●], respectively. For the purposes of the Issue, the designated stock exchange shall be the [●] (the “Designated Stock Exchange”).

LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE

AXIS CAPITAL LIMITED 1st Floor, Axis House, C-2 Wadia International Centre P.B. Marg, Worli, Mumbai- 400025 Telephone: (+91 22) 4325 2525 Facsimile: (+91 22) 4325 3000 Email: [email protected] Website: www.axiscapital.co.in Investor Grievance Email: [email protected] Contact Person: Kanika Sarawgi SEBI Registration Number: INM000012029

YES BANK LIMITED 27th Floor, Tower II, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone (W), Mumbai – 400013 Maharashtra, India Contact Person: Ankur Singla / Ajay Shete Tel: +91 22 3366 9000 Fax: +91 22 2421 4508 Email: [email protected] Investor grievance: [email protected] Website: www.yesbank.in SEBI Registration No.: INM000010874

LINK INTIME INDIA PRIVATE LIMITED C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West) Mumbai 400 078 Tel: (022) 2596 7878 Fax: (022) 2596 0329 E-mail: [email protected] Investor Grievance e-mail: [email protected] Website: www.linkintime.co.in Contact Person: Pravin Kasare SEBI Registration No.: INR000004058

ISSUE PROGRAMME

ISSUE OPENS ON LAST DATE FOR RECEIVING

REQUESTS FOR SPLIT APPLICATION FORMS

ISSUE CLOSES ON

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TABLE OF CONTENTS

SECTION I - GENERAL ............................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS ................................................................................................... 1

NOTICE TO OVERSEAS SHAREHOLDERS ............................................................................................ 5

PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA .......................... 6

FORWARD LOOKING STATEMENTS ..................................................................................................... 8

SECTION II - RISK FACTORS ................................................................................................................... 9

SECTION III – INTRODUCTION ............................................................................................................. 31

SUMMARY OF INDUSTRY ..................................................................................................................... 31

SUMMARY OF BUSINESS ...................................................................................................................... 34

THE ISSUE ................................................................................................................................................. 39

SUMMARY FINANCIAL INFORMATION ............................................................................................. 40

GENERAL INFORMATION ..................................................................................................................... 49

CAPITAL STRUCTURE............................................................................................................................ 59

OBJECTS OF THE ISSUE ......................................................................................................................... 73

BASIS FOR ISSUE PRICE ........................................................................................................................ 77

STATEMENT OF TAX BENEFITS .......................................................................................................... 80

SECTION IV – ABOUT US ......................................................................................................................... 87

INDUSTRY OVERVIEW .......................................................................................................................... 87

OUR BUSINESS ........................................................................................................................................ 95

REGULATIONS AND POLICIES ........................................................................................................... 114

HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................... 121

MATERIAL AGREEMENTS .................................................................................................................. 131

OUR MANAGEMENT ............................................................................................................................ 139

OUR PROMOTERS ................................................................................................................................. 156

GROUP ENTITIES ................................................................................................................................... 165

DIVIDEND POLICY ................................................................................................................................ 194

SECTION V – FINANCIAL INFORMATION.................. ...................................................................... 195 FINANCIAL INDEBTEDNESS .............................................................................................................. 195

FINANCIAL STATEMENTS .................................................................................................................. 216

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................................................................................................................................... 300

STOCK MARKET DATA FOR EQUITY SHARES OF THE COMPANY ........................................... 317

SECTION VI – LEGAL AND OTHER INFORMATION .......... ............................................................ 319 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENT ................................................. 319

GOVERNMENT AND OTHER APPROVALS ....................................................................................... 361

OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 384

SECTION VII - ISSUE INFORMATION ................................................................................................ 395 TERMS OF THE ISSUE .......................................................................................................................... 395

SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOC IATION .................................... 425

SECTION IX – OTHER INFORMATION .............................................................................................. 450 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................. 450

DECLARATION ........................................................................................................................................ 452

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SECTION I - GENERAL DEFINITIONS AND ABBREVIATIONS

Unless otherwise specified in the context thereof, all defined terms and abbreviations shall have the meaning as set forth and expanded in this section. Reference to any statutes, rules, guidelines, policies or regulations shall include any amendments and modifications notified from time to time. Company Related Terms

Term Description

“AIS”/“Asahi”/“the Company”/“our Company”/“we”/“us”/“our”

Asahi India Glass Limited, a public limited company incorporated under the provisions of the Companies Act and the Subsidiaries

Articles/Articles of Association Articles of association of the Company AGC/AGCL Asahi Glass Co. Limited, Japan AGSL/GS AIS Glass Solutions Limited Associates Asahi India Map Auto Glass Limited, AIS Adhesives Limited and Vincotte

International India Assessment Services Private Limited Auditors Statutory auditors of the Company, Jagdish Sapra & Co., Chartered Accountants Board Board of directors of the Company or a duly constituted committee thereof Corporate Office The corporate office of the Company located at 5th Floor, Tower B, Global Business

Park, Mehrauli Gurgaon Road, Gurgaon – 122 002, Haryana Director(s) The director(s) of the Company, unless otherwise specified Equity Shares Equity shares of face value of ` 1 each of the Company Group Entities Companies, firms and ventures promoted by our Promoters, irrespective of whether

such entities are covered under Section 370(1)(B) of the Companies Act GX GX Glass Sales & Services Limited IGML Integrated Glass Materials Limited JV Agreement Joint Venture agreement dated September 14, 1985 executed between the Company,

the promoter shareholders, as amended and renewed from time to time Key Management Personnel/ KMP

Key management personnel of the Company as per the SEBI ICDR Regulations

Listing Agreements Equity listing agreements signed between our Company and the Stock Exchanges MSIL Maruti Suzuki India Limited Memorandum/ Memorandum of Association

Memorandum of association of the Company

Promoters The Promoters of our Company as defined in Regulation 2(1)(za) of the SEBI ICDR Regulations are namely B.M. Labroo, Sanjay Labroo, AGCL and MSIL

Promoter Group Such persons and entities constituting our promoter group pursuant to Regulation 2(1)(zb) of the SEBI ICDR Regulations. For details, please see the definition in the section titled “Our Promoters” on page 156 of this Draft Letter of Offer.

Registered Office The registered office of the Company located at 2nd Floor, Industrial Shed No. 38, Okhla Industrial Estate, Phase – III, New Delhi -110 020.

Subsidiaries

Subsidiaries of the Company, namely AIS Glass Solutions Limited, Integrated Glass Materials Limited, GX Glass Sales & Services Limited

Issue Related Terms

Term Description Abridged Letter of Offer Abridged letter of offer to be sent to the Eligible Equity Shareholders of the

Company pursuant to the Issue, in accordance with the SEBI ICDR Regulations Allot/Allotted/Allotment Allotment of Equity Shares pursuant to the Issue Allottees Persons to whom Equity Shares of the Company are issued pursuant to the Issue Applicant Investor who makes an Application pursuant to the Issue in terms of the Letter of

Offer, including an ASBA Applicant Application Application made during the Issue Period whether submitted by way of Composite

Application Form or in the form of a plain-paper Application, to subscribe to the Equity Shares issued pursuant to the Issue at the Issue Price including applications by way of the ASBA Process

Application Amount The aggregate value of the Application indicated in the Application Form or SAF, payable at the time of the Application

Application Form The form in terms of which an Applicant shall make an Application to subscribe to

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Term Description Equity Shares pursuant to the Issue, including plain-paper Applications

Application Supported by Blocked Amount/ASBA/ASBA Process

An application, whether physical or electronic, used by an ASBA Applicant to apply for the Equity Shares in the Issue, together with an authorization to an SCSB to block the Application Money in the specified bank account maintained with such SCSB, and the process of making such application, the ASBA Process

ASBA Account Account maintained with an SCSB, as specified in the Application Form ASBA Applicants Investors who intend to apply through ASBA and (a) are holding Equity Shares in

dematerialised form as on the Record Date and have applied for (i) their Rights Entitlement in dematerialized form or (ii) their Rights Entitlement and Equity Shares in addition to their Rights Entitlement, in dematerialised form; (b) have not renounced their Rights Entitlement in full or in part; (c) are not Renouncees; and (d) are applying through blocking of the Application Money in the relevant ASBA Accounts

Bankers to the Issue [●] Business Day/Working Day All days other than a Saturday, Sunday or a public holiday, on which commercial

banks in New Delhi and Mumbai are open for business Compliance Officer Gopal Ganatra, Company Secretary Composite Application Form/CAF

Form used by an Eligible Equity Investor to make an Application for Allotment of Equity Shares in the Issue, or renounce his Rights Entitlement or request for SAFs, and used by sole Renouncee to make an Application for Allotment of Equity Shares in the Issue to the extent of renunciation of Rights Entitlement in their favor

Consolidated Certificate In case of holding of Equity Shares in physical form, the certificate issued by the Company for the Equity Shares Allotted to one folio

Controlling Branches Branches of the SCSBs which shall co-ordinate with the Lead Managers, the Registrar to the Issue, and the Stock Exchanges and a list of which is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or such other website as may be prescribed by the SEBI from time to time

Demographic Details Demographic details of these Eligible Equity Shareholders such as address, bank account details for printing on refund orders and occupation

Designated Branches Such branches of the SCSBs which shall collect Application Forms used by ASBA Applicants and a list of which branches of the SCSBs is available at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or such other website as may be prescribed by the SEBI from time to time

Designated Stock Exchange [●]

Draft Letter of Offer This draft letter of offer dated February 7, 2013 filed with the SEBI for its observations

Eligible Equity Shareholder(s) Holder(s) of Equity Shares of the Company as on the Record Date Lead Managers Axis Capital Limited and YES Bank Limited Investor(s) Eligible Equity Shareholders and Renouncees Issue Issue of [●] Equity Shares of face value of ` 1 each of the Company for cash at a

price of ̀ [●] each (including a premium of ` [●] per Equity Share), aggregating to ` 250 crores by the Company on a rights basis to Eligible Equity Shareholders (and Renouncees) of the Company in the ratio of [●] Equity Share for every [●] Equity Shares held on the Record Date

Issue Closing Date [●] Issue Opening Date [●] Issue Price ` [●] per Equity Share Issue Proceeds The proceeds of the Issue that are available to the Company Letter of Offer Letter of offer to be filed with the Stock Exchanges after incorporating observations

received from SEBI on this Draft Letter of Offer Net Proceeds Issue Proceeds less the Issue expenses. For more information, see the section titled

“Objects of the Issue” on page 73 of this Draft Letter of Offer Non-institutional Investors Investor(s) including any company or other body corporate, other than Investor(s)

who are QIBs or Retail Individual Investor(s) QFI/Qualified Foreign Investor Non-resident Investors, other than SEBI registered FIIs and SEBI registered FVCIs,

who meet the know your customer requirements of SEBI, and are from jurisdictions which are Financial Action Task Force compliant and with which SEBI has signed memoranda of understanding under the International Organization of Securities Commissions framework

QIB(s)/Qualified Institutional Buyer(s)

(i) A mutual fund, venture capital fund and foreign venture capital investor registered with the Board; (ii) a foreign institutional investor and sub-account (other than a sub-account which is a foreign corporate or foreign individual), registered with the Board; (iii) a public financial institution as defined in Section 4A of the Companies Act, 1956; (iv) a scheduled commercial bank; (v) a multilateral and

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Term Description bilateral development financial institution; (vi) a state industrial development corporation; (vii) an insurance company registered with the Insurance Regulatory and Development Authority; (viii) a provident fund with minimum corpus of twenty five crore rupees; (ix) a pension fund with minimum corpus of twenty five crore rupees; (x) National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the Government of India published in the Gazette of India; (xi) insurance funds set up and managed by army, navy or air force of the Union of India; (xii) insurance funds set up and managed by the Department of Posts, India

Record Date [●] Registrar to the Issue or Registrar Link Intime India Private Limited Renouncees Persons who have acquired Rights Entitlements from Eligible Equity Shareholders Rights Entitlement Number of Equity Shares that an Eligible Equity Shareholder is entitled to in

proportion to his/her holding of Equity Shares of the Company on the Record Date SAF(s) Split Application Form(s) SCSB(s) Self Certified Syndicate Banks which are registered with the SEBI under the SEBI

(Bankers to the Issue) Regulations, 1994, and are recognized as such by the SEBI and offer services of ASBA, including blocking of funds in bank accounts. A http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or such other website as may be prescribed by the SEBI from time to time

Stock Exchange(s) The BSE and the NSE where the Equity Shares of the Company are presently listed Conventional and General Terms/ Abbreviations/ Business Related Terms

Term Description AGM Annual General Meeting Air Act The Air (Prevention and Control of Pollution) Act, 1981 Arbitration and Conciliation Act Arbitration and Conciliation Act, 1996 Assessment Year The period of 12 months commencing on the 1st day of April every year, as defined

in Section 2(9) of the Income Tax Act BSE BSE Limited CAGR Compounded Annual Growth Rate Calcutta High Court The High Court of Judicature of West Bengal at Calcutta CDSL Central Depository Services (India) Limited CCI Competition Commission of India CESTAT Customs, Excise and Service Tax Appellate Tribunal Contract Labour Act Contract Labour (Regulation and Abolition) Act, 1970 CIT Commissioner of Income Tax Competition Act Competition Act, 2002 Companies Act Companies Act, 1956 CSR Corporate social responsibility Delhi High Court The High Court of Judicature of Delhi at New Delhi Depositories NSDL and CDSL Depositories Act Depositories Act, 1996 DIN Director Identification Number DP Depository Participant as defined under the Depositories Act EGM Extraordinary General meeting Environment Protection Act Environment (Protection) Act, 1986 EPF Act Employees Provident Fund and Miscellaneous Provisions Act, 1952 EPS Earnings Per Share ESI Act Employees’ State Insurance Act, 1948 Factories Act Factories Act, 1948 FCNR Foreign Currency Non-Resident

FDI Foreign Direct Investment

FDI Policy The Consolidated FDI policy released by Government of India (effective April 1, 2012)

FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder

FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 and amendments thereto.

FII(s) Foreign Institutional Investors registered with the SEBI under applicable laws FIR First Information Report FIPB Foreign Investment Promotion Board, Ministry of Finance, Government of India

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Term Description Financial Year/Fiscal Year/Fiscal/FY

Period of 12 months commencing on April 1 of the immediately preceding year and ending on March 31 of that particular year, unless otherwise stated

GDP Gross Domestic Product GoI Government of India Hazardous Waste Rules Hazardous Waste (Management and Handling) Rules, 1989 HUF Hindu Undivided Family ICAI Institute of Chartered Accountants of India ID Act Industrial Disputes Act, 1947 IFRS International Financial Reporting Standards IFSC Indian Financial System Code Income Tax Act/IT Act Income Tax Act, 1961 Indian GAAP Generally accepted accounting principles in India IST Indian Standard Time ITAT Income Tax Appellate Tribunal MCA Ministry of Corporate Affairs, GoI MICR Magnetic Ink Character Recognition MoF Ministry of Finance, GoI NECS National Electronic Clearing Service Negotiable Instruments Act Negotiable Instruments Act, 1881 NEFT National Electronic Fund Transfer NRE Account Non-Resident External Account NRI Non-Resident Indian, being a person resident outside India, as defined under FEMA

and the FEMA Regulations NRO Account Non-Resident Ordinary Account NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited OCB Overseas Corporate Body p.a. Per annum PAN Permanent Account Number P/E Ratio Price/ Earnings Ratio Punjab and Haryana High Court/ High Court of Punjab and Haryana

The High Court of Judicature of Punjab and Haryana at Chandigarh

RBI Reserve Bank of India Regulation S Regulation S under the Securities Act Relevant Persons Persons to whom the Draft Letter of Offer may lawfully be communicated, falling

within Article 49(2)(a) to (d) of the Order RoC Registrar of Companies, National Capital Territory of Delhi and Haryana located at

4th Floor, IFCI Tower, 61, Nehru Place, New Delhi – 110 019 RoNW Return on Net Worth Rs./INR/ ̀ Indian Rupees RTGS Real-time gross settlement SCRA Securities Contracts (Regulation) Act, 1956 SCRR Securities Contracts (Regulation) Rules, 1957 SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992 SEBI Act Securities and Exchange Board of India Act, 1992 SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009, as amended Securities Act United States Securities Act of 1933 Stock Exchanges The BSE and the NSE Supreme Court The Supreme Court of India Takeover Code SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as

amended US$ or USD United States Dollar Water Act The Water (Prevention and Control of Pollution) Act, 1974 VAT Value added tax

The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms under the Companies Act, the SCRA the Depositories Act and the rules and regulations made thereunder. Notwithstanding the foregoing, terms under “Main Provisions of Articles of Association”, “ Financial Statements” and “Statement of Tax Benefits” on pages 425, 216 and 80, respectively, shall have the meanings given to such terms in these respective sections.

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NOTICE TO OVERSEAS SHAREHOLDERS The distribution of the Draft Letter of Offer and the issue of Equity Shares on a rights basis to persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession the Draft Letter of Offer may come are required to inform themselves about and observe such restrictions. The Company is making the Issue of Equity Shares on a rights basis to the holders of Equity Shares of the Company as on the Record Date of the Company (the “Eligible Equity Shareholders”) and will dispatch the Letter of Offer and CAFs only to Eligible Equity Shareholders who have provided a registered Indian address. No action has been or will be taken to permit the Issue in any jurisdiction, or the possession, circulation, or distribution of the Draft Letter of Offer or any other material relating to the Company, the Equity Shares or Rights Entitlement in any jurisdiction, where action would be required for that purpose, except that the Draft Letter of Offer has been filed with SEBI. Accordingly, the Equity Shares and Rights Entitlement may not be offered or sold, directly or indirectly, and none of the Draft Letter of Offer or any offering materials or advertisements in connection with the Equity Shares or Rights Entitlement may be distributed or published in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of the Draft Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and, under such circumstances, the Draft Letter of Offer must be treated as sent for information only and should not be copied or distributed. Accordingly, persons receiving a copy of the Draft Letter of Offer should not, in connection with the Issue of the Equity Shares or the Rights Entitlements, distribute or send the same in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations. If the Draft Letter of Offer is received by any person in any such territory, or by their agent or nominee, they must not seek to subscribe to the Equity Shares or the Rights Entitlement referred to in the Draft Letter of Offer. The Draft Letter of Offer and its accompanying documents are being supplied to you solely for your information and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part, for any purpose. Eligible Equity Shareholders and Renouncees (collectively, the “Investors”) are advised to consult their legal counsel prior to applying for the Rights Entitlement and additional Equity Shares or accepting any provisional allotment of Equity Shares, or making any offer, sale, resale, pledge or other transfer of the Equity Shares or Rights Entitlement. Neither the delivery of the Draft Letter of Offer nor any sale hereunder, shall under any circumstances create any implication that there has been no change in the Company’s affairs from the date hereof or that the information contained herein is correct as of any time subsequent to this date.

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PRESENTATION OF FINANCIAL INFORMATION AND USE OF MA RKET DATA Unless stated otherwise, the financial information and data in this Draft Letter of Offer is derived from the Company’s restated unconsolidated and consolidated audited financial statements of the Company for the Fiscal Years 2008, 2009, 2010, 2011 and 2012 and six-month period ended September 30, 2012 and the related notes and annexures thereto, prepared in accordance with the Indian GAAP and the Companies Act and SEBI ICDR Regulations, which are included in this Draft Letter of Offer and set out under the section titled “Financial Statements” on page 216 of this Draft Letter of Offer. The Fiscal Year of the Company commences on April 1 of the immediately preceding year and ends on March 31 of that particular year. In this Draft Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding-off, and unless otherwise specified, all financial numbers in parentheses represent negative figures. Any percentage amounts, as set forth under “Risk Factors” on page 9 and elsewhere in this Draft Letter of Offer, unless otherwise indicated, have been prepared on the basis of the financial statements included in this Draft Letter of Offer. For definitions, see “Definitions and Abbreviations” on page 1 of this Draft Letter of Offer. All references to “India” contained in this Draft Letter of Offer are to the Republic of India, all references to the “US” or the “U.S.” or the “USA” or the “U.S.A” or the “United States” are to the United States of America, and all references to “UK” or the “U.K.” are to the United Kingdom. Currency and Units of Presentation All figures have been expressed in “crores”. 1 crore is equivalent to 10 million or 100 lacs. All references to “Rupees”, “INR” or “Rs.” or “`” are to Indian Rupees, the official currency of the Republic of India and all references to “US$” or “USD” are to United States Dollars, the official currency of the United States of America. Industry and Market Data Unless stated otherwise, industry, demographic and market data used in this Draft Letter of Offer has been obtained from industry publications, data on websites maintained by private and public entities, data appearing in reports by market research firms and other publicly available information. These resources generally state that the information contained therein has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Neither we nor the Lead Managers have independently verified this data and neither we nor the Lead Managers make any representation regarding the accuracy of such data. Accordingly, Investors should not place undue reliance on this information. Exchange Rates The exchange rates (in `) of the US$, Euro, JPY, as of Fiscal Years ended 2008, 2009, 2010, 2011 and 2012 and period ended September 30, 2012 are provided below:

Currency Fiscal Year ended Period ended 2008 2009 2010 2011 2012 September 30, 2012* 1 USD 40.13 50.73 44.91 44.60 50.88 52.86 1 Euro 63.44 67.45 60.46 63.39 67.87 68.38 1 JPY 0.4037 0.5153 0.4806 0.5383 0.6197 0.6806

*since September 30, 2012 being a Sunday, exchange rate as on September 28, 2012 has been taken (Source:Mizuho Corporate Bank, Ltd.) The exchange rates in (in `) of the IDR, KRW and NTD as of Fiscal Years ended 2010, 2011 and 2012 and period ended September 30, 2012 are provided below:

Currency Period ended 2010 2011 2012 September 30, 2012* 10000 IDR 49.26 51.15 55.98 55.19

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Currency Period ended 2010 2011 2012 September 30, 2012* 1 KRW 0.03951 0.04059 0.04492 0.04742 1 NTD 1.4084 1.5138 1.7227 1.8008

*since September 30, 2012 being a Sunday, exchange rate as on September 28, 2012 has been taken (Source:Mizuho Corporate Bank, Ltd.)

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FORWARD LOOKING STATEMENTS Our Company has included statements in this Draft Letter of Offer which contain words or phrases such as “aim”, “is likely to result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “project”, “potential”, “will pursue” and similar expressions or variations of such expressions, that are “forward looking statements”. All forward looking statements, whether made by the Company or any third party, are subject to risks, uncertainties and assumptions about our Company that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries in India in which the Company has businesses and its ability to respond to them, it ability to successfully implement its strategy, its growth and expansions, technological changes, its exposure to market risks, general economic and political conditions in India which may have an impact on its business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes and changes in competition in its industry. Important factors that would cause actual results to differ materially from the Company’s expectations include, but are not limited to, the following: • General economic and business environment in India; • Our ability to successfully implement our strategy and growth plans; • Our ability to compete effectively and access funds at competitive cost; • Effectiveness and accuracy of internal controls and procedures; • Changes in domestic or international interest rates and liquidity conditions; • Increased competition in the sectors/areas in which our Company operates; • Changes in technology; • Fluctuations in operating costs; • Potential mergers, acquisitions or restructurings and increased competition; • Change in tax benefits and incentives and other applicable regulations, including various tax laws; • Our ability to retain our management team and skilled personnel; • Interest rates and our ability to enforce security; and • Change in political conditions in India. For a further discussion of factors that could cause the Company’s actual results to differ, see “Risk Factors” and “Management’s Discussions and Analysis” on pages 9 and 300, respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither our Company nor the Lead Managers nor any of their respective affiliates or advisors have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

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SECTION II - RISK FACTORS An investment in equity securities involves a high degree of risk and Investors should not invest any funds in this Issue unless they can afford to take the risk of losing all or a part of their investment. You should carefully consider all of the information in this Draft Letter of Offer, including the risks and uncertainties described below, before making an investment in the Equity Shares. To obtain a complete understanding, you should read this section in conjunction with the financial information contained in this Draft Letter of Offer. In making an investment decision, prospective investor must rely on their own examination of our Company and terms of the Issue, including the merits and risks involved. If any of the following risks actually occur, our business, financial condition, results of operations and prospects could suffer, the trading price of our Equity Shares could decline and you may lose all or part of your investment. The risk and uncertainties described below are not the only risks that we currently face. Additional risk and uncertainties not presently known to us or that we currently believe to be immaterial may also have an adverse effect on our business, results of operations and financial condition. You should also pay particular attention to the fact that we are governed in India by a legal and regulatory environment which in some material respects may be different from that which prevails in other countries. The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are risk factors where the impact is not quantifiable and hence the same has not been disclosed in such risk factors. This Draft Letter of Offer also contains forward-looking statements that involve risks and uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including events described below and elsewhere in this Draft Letter of Offer. Unless otherwise stated, the financial information and data in this Draft Letter of Offer is derived from the Company’s unconsolidated and consolidated audited financial statements as restated, which are included in this Draft Letter of Offer and set out under the section titled “Financial Statements” on page 216 of this Draft Letter of Offer. Internal Risk Factors 1. There are certain legal proceedings against us, our Promoters, Directors, our Subsidiaries and Group

Entities, which, if determined adversely, could have a material adverse impact on financial condition and results of operations and our reputation of our Company and of our Subsidiaries and Group Entities. There are outstanding material legal proceedings involving us, our Promoters, our Directors our Subsidiaries and our Group Entities, which if determined adversely, may adversely affect our business and operations. These legal proceedings are pending at different levels of adjudication before various courts and tribunals. Should any new developments arise, such as a change in law or rulings against us by courts or tribunals, we may need to make provisions in our financial statements, which could adversely impact our reported financial results. Furthermore, if significant cases are determined against us and we are required to pay all or a portion of the disputed amounts, there could be adverse effect on our business and profitability. A classification of the material legal proceedings instituted against and by us, our Subsidiaries, and Group Entities and the monetary amount involved, wherever quantifiable, in these cases is mentioned in brief below.

Litigation against us

S. No. Nature of litigation No. of outstanding litigation matters

Aggregate approximate amount involved (̀ crores)

1. Criminal Matters 2 - 2. Taxation Matters 57 25.58 3. Civil Matters 2 - 4. Labour Matters 28 - 5. Regulatory Notices 11 1.24

Litigation by us


Aggregate approximate amount

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involved (̀ crores) 1. Criminal Matters 5 - 2. Complaints filed under Section

138 of the Negotiable Instruments Act

53 2.43

3. Notices served under Section 138 of the Negotiable Instruments Act

12 1.38

4. Civil Matters 2 0.06 5. Labour Matters 1 - 6. Consumer Matters 1 6.5

Litigation against Subsidiaries



1. Criminal Matters under Section 138 of the Negotiable Instruments Act

1 0.05

2. Taxation Matters 2 0.73 Litigation by Subsidiaries



1. Criminal matters including under Section 138 of the Negotiable Instruments Act

18 1.46

2. Notices served under Section 138 of the Negotiable Instruments Act

7 0.92

3. Demand Notices 2 0.02 Litigation involving Promoters


Aggregate approximate amount involved (̀ crores unless

mentioned otherwise) 1. B.M. Labroo – Taxation Matters 4 0.80 2. AGCL * - Material litigation

against AGCL 8 JPY 17.6 billion

3. MSIL (i) Criminal Matters 3 - (ii) Direct Tax Matters 8 261.70 (iii) Indirect Tax Matters 6 2048.10 (iv) Consumer Cases 1009 35.78 (v) Money recovery matters 35 7.60 (vi) Other civil matters 41 142.35 (vii) Labour Matters 122 - (viii) Land acquisition 1 225.30 (ix) Regulatory notices 6 -

*Foreign Promoter of the Company. Litigation involving Directors



1. Criminal Matters 2 - 2. Industrial Disputes 1 - 3. Regulatory Notices 3 -

Litigation involving Group Entities


Aggregate approximate amount involved (̀ crores

unless stated otherwise)

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1. Maltex Malsters Limited (a) Direct Tax Matters 5 1.53 (b) Indirect Tax Matters 3 1.82 2. ISE Chemical Corporation* 1 JPY 0.6 billion 3. AGC Glass Europe S.A.* 6 Euro 49.90 million 4. Shield Autoglass Limited – Taxation Matters 1 - 5. Bellsonica Auto Components India Private

Limited - Taxation Matters 2. 1.67

6. Jay Bharat Maruti Limited – Taxation Matters

3 20.26

7. Suzuki Powertrain India Limited – Insurance Matter

1 35.58

8 Caparo Power Limited – Criminal Matters 1 - 9. Machino Plastics Limited – Taxation Matters 3 12.52 10. Denso India Limited – Taxation and Civil

Matters 3 129.28

11. Visteon Climate Systems India Limited – Taxation and Civil Matters

12 8.40

* Foreign group entities of the Company. For more information, including on legal proceedings initiated by us, see the section titled “Outstanding Litigation & Material Developments” on page 319 of this Draft Letter of Offer.

2. We have significant working capital requirements and our inability to meet our working capital requirements may have an adverse effect on our results of operations. Our business needs a significant amount of working capital. As on September 30, 2012, we had secured sanctioned working capital facilities of ` 495.00 crore on an unconsolidated basis while our actual utilization was ̀ 489.19 Crore. Owing to general economic and market condition, we may experience circumstances or events leading to or resulting in mismatch in cash inflows and outflows, temporary increase in working capital requirement and adverse imbalances in working capital components. Our sources of additional financing, if required, to meet our working capital requirement will be through incurrence of debt, which will result in increase in our interest and debt repayment obligations and could have a significant effect on our profitability and cash flows. We may be subject to additional covenants, which could limit our ability to access additional funding. There could be situations where the total funds available may not be sufficient to fulfill our commitments, and hence we may need to incur additional indebtedness in the future or utilize cash flows from operations and other activities to meet our working capital needs. Further, continued increases in our working capital requirements, insufficient operating cash flows and our inability to borrow additional funds for working capital in time and on favourable terms or at all may have an adverse effect on our business, financial condition and results of operations. Further, in the recent past our Company has been unable to generate sufficient internal accruals to meet repayments of certain long term loans. Part of such repayment was funded from our unused working capital facilities and partly by delaying payment to regular trade creditors. This has led to an increase in outstandings towards trade creditors. Further, such use of working capital facility in breach of the terms of the financial arrangements may result in adverse financial implications.

3. Our Company, our Subsidiaries and our Group Entities are heavily dependent on factors affecting, automotive and construction industry in India, in particular the growth of their key customers. Any adverse growth of these industries will have negative impact on the growth of our business. The key customers of our Company are from automotive and construction industry in India. The operations and performance of the Company, its Subsidiaries and the Group Entities are directly related to the performance of the automotive and construction industry, and are therefore affected by factors that generally affect these industries. The automotive and construction industry is sensitive to factors such as inflation, consumer demand, interest rates, fuel prices and general economic conditions in India. In addition, the automotive and

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construction industry may witness changes in performance due to policy / regulatory changes. The slow pace of growth of automotive industry and construction industry has affected business results of our Company as the revenue earnings from Auto Glass SBU and Architectural Glass SBU increased only marginally to ̀ 924.60 crores and ` 757.33 crores, respectively registering an increase of 10.06% and 4.29%, respectively over 2011. If the automotive and realty industry does not grow or grows at a slower rate than we expect, or the policies and actions of market players do not match our forecasts and assumptions, the demand and/or price for our products may be adversely affected, which would have a material adverse effect on our business, prospects, results of operations, cash flows and financial condition.

4. Our Company’s major revenue comes from top 10 customers. The loss of any of our Company’s major customers could adversely affect our performance. Our Company derives majority of its revenue from its top 10 customers. These customers include Maruti Suzuki India Limited, Hyundai Motor India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Toyota Kirloskar Motor Private Limited, Volkswagen Group Sales India Private Limited, Honda Cars India Limited, Ford India Private Limited, Nissan Motors India Private Limited, and Lakshmi Float Glass. The loss of any customer or loss of share of business from any of such major customer could adversely affect our Company. As of September 30, 2012, our top 10 customers accounted for 51.50% of our total revenue on restated consolidated basis. We expect to continue to depend on revenues from these customers and a reduction in demand for our products from any of these and other customers, either in the absence of long-term contractual commitment or for market or other reasons, may have a material adverse effect on our business prospects, results of operations, cash flows and financial condition.

5. Increasing competition in the glass industry may create pressures of pricing and market share that may

adversely affect our business, prospects, results of operations, cash flows and financial condition. We operate in a highly competitive industry, and we expect that competition will continue to increase. The glass business, especially the architectural glass segment, is facing increased competition from domestic players and cheaper imports. Our competitors may have access to considerable financial and technical resources with which they may compete aggressively. Further, we believe there may be large international glass companies that are considering or have taken steps towards entry into the Indian market, which may lead to consolidation and investment by international companies and the emergence of stronger competitors.

There can be no assurance that the existing and / or new glass players in the marker will not increase their market share and competitiveness which could adversely affect our business prospects. Our inability to compete adequately and effectively may have a material adverse effect on our business prospects, financial condition and results of operations. We cannot assure that our Company will be able to successfully compete within this increasingly competitive industry.

6. Our Company is heavily dependent on factors affecting the product costs, in particular the cost of the inputs including materials, power and fuel, packing and forwarding, etc. The cost escalation of such inputs may affect our profitability. Our operations and performance are directly related to and affected by the cost of various inputs including raw glass, PVB, silica sand, soda ash, power and fuel, packing, logistics and forwarding costs. The cost of these inputs especially the cost of raw materials and power and fuel constitute a significant percentage of our product costs. In the financial year 2012 and the six months period ended September 2012, our cost of materials consumed as a percentage of total income accounted for 33.44% and 35.52%, respectively. For more information in this respect please refer to the section “Management’s discussion and analysis of financial conditions and results of operations” on page 300 of this Draft Letter of Offer. Any increase in prices of such inputs as well as limitations and/ or disruptions in the supply of inputs, will adversely affect our operations and profitability for a given period. We cannot assure that we shall be able to timely and adequately affect any prices increases corresponding to

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the input costs escalation in a given period. Our inability to do so in the same period, may affect our profitability and performance.

7. Our business currently depends upon a few third party suppliers for substantial portion of the inputs requirements like raw glass, PVB, power & fuel, soda ash etc. Our inability to renew these agreements on terms more favourable, or at all, may constrain our raw material supply, resulting in an adverse effect on our business, financial condition and results of operations. Our results of operations depend upon our ability to obtain the products and other inputs regularly, at low prices and favorable terms. For the timely supply of raw materials we have to depend on certain limited third party suppliers. Our inability to procure these raw materials on terms more favourable, or at all, may constrain our raw material supply, resulting in an adverse effect on our business, financial condition and results of operations. Further, we do not have long term contractual arrangements with our suppliers for raw materials, which may limit our ability to source such raw materials timely and adequately and on competitive or more favourable terms. In addition, some of our purchase agreements for raw materials and other input items are short-term in nature and our inability to renew these agreements on terms more favourable, or at all, may constrain our raw material supply, resulting in an adverse effect on our business, financial condition and results of operations. Further, any substantial delay in supply or non-conformance to quality requirements by our suppliers can impact our ability to meet our customer requirements and thus impact our business and results of operations. In case we fail to correctly analyze our product requirement or non-availability of required raw materials or any other item of production in desired quantity and quality at the right time, it may impact our sales commitments, which consequently will have an adversely effect on our business and results of operations.

8. In the architectural business, we depend on the success of our stockist, dealers and other channel partners and agents (“dealers”) for the sale and distribution of our products, with which we do not have long term contracts. Our revenues are dependent on the sales made to and orders booked by our dealers. The loss of our major dealers or a decrease in the volume of products they source from us may adversely affect our revenues and results of operations. There is no assurance that our current relationship with our dealers will continue to or that we will expand our network. We rely on external distribution network of several dealers in architectural segment, to sell and market our products. As a result, we rely to a significant extent on the relationships we have with dealers and on their ability to market and sell our products as per the plan and targets. However, we are exposed to the risk that our dealers may fail to adhere to the plan and meet the targets and the standards we set for them in respect of sales and after-sales support, which in turn could adversely affect our business performance and also customers’ perception of our brand and products. While we believe we have maintained good relationships with our dealers, there is no assurance that our current relationship will continue as it is or that we may be able to attract additional dealers to expand our network. In addition, we provide our dealers with incentives to sell our products. If our competitors provide better incentives to our dealers, such dealers may be persuaded to promote the products of our competitors instead of our products. Further, with increased competition, the dealers now have increased choice of entities from whom to source products. Some of our competitors may have advantages that enable them to offer products similar to ours at a lower price, leading to reduced market share and reduced prices and hence lower our margins and limit our growth potential, in which case our business, financial condition and results of operations will be harmed. The loss of any of the major dealers or a decrease in the volume of the products they source from us or reduction in price of our products may adversely affect our revenue and results of operations. Our dealers may decide to reduce the quantity of products being sourced from us due to changing market conditions and other factors. This could have a material adverse effect on our business, financial condition and results of operations.

9. Our current debt / equity ratio is significantly high. Our high debt/ equity ratio may impair our ability to

obtain additional financing, ability to refinance our existing indebtedness on terms favorable to us or at

14

all and may subject us to the risk of high/fluctuating interest rates. As of September 30, 2012 our total debt on a restated consolidated basis stands at ` 1613.79 crore and our long term debts/ shareholder’s funds ratio is 7.05 times. Our current indebtedness and low equity base may impair our ability to obtain additional financing and refinancing on time and terms favorable to us or at all and may subject us to the risk of high/fluctuating interest rates and other risks associated with debt financing. One of the objects of our Issue is repayment of a certain debts. For details please refer to the section titled “Objects of the Issue” on page 73 of this Draft Letter of Offer.

We may incur additional indebtedness in the future. Our current and future indebtedness and leverage ratios could have several important consequences, including but not limited to the following, which would in turn may have an adverse effect on our business, financial condition and results of operations: • a portion of our cash flow may be used toward repayment of our existing debt, which would reduce the

availability of cash to fund working capital needs, capital expenditures, acquisitions and other general corporate requirements;

• our ability to obtain additional financing in the future at reasonable terms may be restricted; • fluctuations in interest rates may affect the cost of our borrowings, as some of our loans are at variable

interest rates; and • we may be more vulnerable to economic downturns, be limited in our ability to withstand competitive

pressures and have reduced flexibility in responding to changing business, regulatory and economic conditions.

• We may face risk of defaults in payment of interest and / or repayment of principal installment 10. Our Promoters along with certain of our Promoter Group will continue to hold a significant number of

our Equity Shares after the Issue and may therefore be able to influence the outcome of shareholder voting and may have interests that are adverse to, or conflict with, the interests of AIS’s other shareholders. After the completion of the Issue, our Promoters along with certain of our Promoter Group members will control, directly or indirectly, majority of our outstanding Equity Shares. So long as the Promoter owns a majority of AIS’s Equity Shares, and subject to the covenants of the Joint Venture Agreement, they will be able to influence corporate decisions affecting AIS. Further, the actions of the Promoters may result in the delay or prevention of a change of management or control of AIS, even if such a transaction may be beneficial to its other shareholders. One of the Promoters, MSIL, is also AIS’s largest customer, and its interests may be different from those of AIS, resulting in certain decisions of the Promoter which, while being advantageous to the Promoter, may not be beneficial to AIS and its other shareholders. For further information, see the section titled "Capital Structure" on page 59 of this Draft Letter of Offer.

11. We engage in foreign currency transactions, which expose us to adverse fluctuations in foreign exchange rates. Fluctuations in the exchange rate between the Rupee and other currencies may adversely affect our operating results. Our Company purchases raw materials, stores and spares, etc. from a number of sources in foreign currency including USD, JPY and Euro. Our Company also makes various foreign exchange payments including payment of royalty, interest and repayment of loans. Further, our Company has also availed of foreign currency loans. As of September 30, 2012, our foreign currency exposure payable amounted to approximately ̀ 873.15 crores. In view of the adverse fluctuation in the value of the Rupee against foreign currencies, we face foreign exchange risk. There can be no assurance that the Rupee will appreciate against the US Dollar or that it will not further depreciate against the US Dollar and other currencies in the future. In addition, exchange rates also impact domestic float glass prices in India, affected by the landed price of the imported float glass into India. The exchange rate fluctuation not only has a direct effect on our business due to our transactions in foreign currency, but also results in an indirect effect on the business of our Company, by way of increase in prices of items such as crude oil, natural gas, etc. Our revenue is also affected from sales of glass in foreign exchange in export markets.

15

Since we do not hedge against currency rate fluctuations on long-term basis in respect of our business transactions including purchase contracts and foreign currency loans, this exposes us to exchange rate movements which may have a material and adverse effect on our operating results in a given period. Thus, we cannot assure that we will not suffer any loss because of the fluctuation of the value of the Rupee, which may have a material adverse effect on our cash flows, revenue and financial condition.

12. Our success depends upon our ability to formalize and operationalize effective business and growth strategy. Our inability to manage our business and growth strategy could have a material adverse effect on our business, financial condition and results of operations. The success of our business depends greatly on our ability to effectively formalize and implement our business and growth strategy. Whilst we believe that we have successfully executed our business strategy in the past, there can be no assurance that we will be able to execute our strategy on time and within the estimated budget. We expect our growth strategy to place significant demands on our management, financial and other resources and require us to continue developing and improving our operational, financial and other internal capabilities. Our inability to effectively formalize and implement our strategy could have a material adverse effect on our business, financial condition and results of operations. In order to expand our business operations, we may decide to enhance our production capacity and incur additional capital expenditure in this respect. In case we face any delays in enhancing our production capacity, it is likely to result in time and cost overrun, impacting our profitability from such expansion plans.

13. We have had negative cash flows from operations in recent periods. Our inability to generate and sustain adequate cash flows in the future may adversely affect our business, results of operation and financial condition. We have experienced negative cash flows in the recent periods, the details of which, as per our restated consolidated financial statements, are as follows:

(in crore)

Particulars Six months ended Sep 30,

2012

Fiscal 2012 Fiscal 2011 Fiscal 2010

Net cash inflow/ (used) in operating activities

5.63 159.42 81.35 113.31

Net cash used in investing activities (36.88) (195.54) (125.82) 45.81 Net cash inflow/ (used) in financing activities

34.20 27.50 55.68 (161.52)

Net cash and cash equivalents inflow/(used) 2.95 (8.62) 11.21 (2.40) Our inability to generate and sustain adequate cash flows in the future could adversely affect our results of operations and financial condition. For more information, see “Management’s Discussion & Analysis of Financial Condition & Results of Operations” and “Financial Statements” on pages 300 and 216, respectively.

14. We are subject to restrictive covenants under our credit facilities. Inability to effectively service our

borrowings, manage our leverage ratio and comply with or obtain waivers of applicable loan covenants, as the case may be, may adversely affect our business, results of operation and financial condition. Our loan agreements contain covenants and requirements to maintain certain security margins, financial ratios and restrictive covenants, such as requiring lender consent for, among other things, issuance of new Equity Shares, making any material changes to our constitutional documents, incurring further indebtedness, creating further encumbrance son, or disposing of, our assets, undertaking guarantee obligations, acquiring another company, entering into joint ventures, declaring dividends and incurring capital expenditures beyond certain limits. Our Company is in breach of most of these covenants including the financial covenants, for instance the debt to EBITDA ratio and total debt to net worth ratio. Consequently, the lenders can exercise their default rights. For further details in respect of the financial and other covenants, please see the section titled “Financial Indebtedness” on page 195 of this Draft Letter of Offer. Further, the Company is currently

16

taking actions for Citibank and NEXI, one of the lenders of the Company, to carry out their full scale credit due diligence for the purpose of temporary waiving a certain covenant default under its credit agreement and reach some consensus on the new financial covenants. Any failure to comply with such covenants and requirements or obtain waiver from such compliances could lead to termination of one or more of our credit facilities, acceleration of payment of amounts due under such facilities and cross-defaults under certain of our other financing agreements, any or all of which may adversely affect our ability to conduct our business and have a material adverse effect on our financial condition and results of operations.

15. Our Company is in non-compliance with requirement regarding 100% of promoter and promoter group shareholding to be in DMAT form which may lead to our scrip being shifted for settlement on Trade-to-Trade basis

SEBI circular SEBI/Cir/ISD/3/2011 dated June 17, 2011 requires 100% of promoter and promoter group share in DEMT form. Furthermore, SEBI circular SEBI/Cir/ISD/05/2011 dated September 30, 2011 required such conversion to be completed latest by quarter ending December 2011. Non-compliance to meet such requirement may lead to scrip of such companies to be shifted from normal segment of the exchange to trade for trade segment. While our company/promoters/promoter group have started the process of converting their physical holdings in dematerialized form, at the same time they are facing practical difficulties in dematerializing process, due to which we may face further delays in meeting this requirement. Such non-compliance may lead to shifting of our securities to Trade to trade segment. If the scrip is shifted for settlement on Trade-to-Trade basis, selling/ buying of shares in the scrip results into giving/ taking delivery of shares at the gross level and no intraday netting off/ square off facility is permitted. Such a shift may lead to dropping of trading volume in the scrip of our Company.

16. We are unable to locate records of our required periodic filings with ROC and records relating to export obligations. Non-availability of these records exposes us to the risk of penalties that may be imposed by the competent regulatory authority in future. We have been unable to locate the copies of certain of our corporate records i.e. prescribed forms filed by us with the ROC, including, inter-alia, in respect of the allotment of Equity Shares (Form 2), changes in its authorized share capital (Form 5), registration of charges created over the Company’s property (Form 8). While the Company believes that these forms were duly filed with the ROC on a timely basis, we have been unable to obtain copies of these documents, including from the ROC. The Company cannot assure you that these form filings will be available in the future or that it will not be subject to any penalty imposed by the competent regulatory authority in this respect. If ROC initiates proceedings for any actual or perceived irregularity in our compliance with reporting requirements in any future or historic periods, there may be an adverse effect on our business, results of operation and financial condition. We have certain export obligations under Advance Authorization and EPCG schemes. We are not able to fully assess our total aggregate export obligations against the above schemes due to non-availability of certain records. Our inability to fully assess and fulfill our export obligations may result in payment of differential duty, interest and penal actions.

17. We have recorded losses in the past including the last financial year and the six-month period ended 30 September 2012and may continue to experience losses in the future. We recorded a loss after tax of `65.07crore for the year ended 31 March 2012 and `55.05 crore for the six-month period ended 30 September 2012 on restated consolidated basis. We cannot guarantee that we will not incur losses and will be profitable in the future. We may continue to incur losses in the future for a number of reasons, including the other risks described in this Draft Letter of Offer, and we may also encounter unforeseen expenses, difficulties, complications,

17

delays and other unknown events. If we incur losses in the future, our financial condition, our reputation and the market price of our Equity Shares could suffer.

18. Our manufacturing and assembling facilities are dependent on adequate and uninterrupted supplies of

electricity, gas and fuel; shortage or disruption in electricity/gas or fuel supplies may lead to disruption in operations, higher operating cost and consequent decline in operating margins. Our Company’s manufacturing and assembling facilities require adequate, uninterrupted and cost-effective supply of electrical power to function effectively. For our float glass production facility we require uninterrupted supply of natural gas and fuel. The Company principally depends on power supplied by regional and local electricity transmission grids operated by various state electricity providers. In order to ensure that the power supply to the sites is constant and uninterrupted, we also rely on heavy furnace oil sets/ commercial DG sets and procure power from third parties, which may increase the cost of production. Lack of adequate power supply, natural gas and fuel and/or power outages could result in disruptions and significant decrease in the production at our Company’s manufacturing and assembling facilities, resulting in delivery failures to our customers. In the event we are unable to procure the requisite quantity of natural gas, we may need to procure it or an alternative fuel such as furnace oil from the spot market, which being relatively expensive, may adversely impact our profitability and results from operations. Adequate, uninterrupted and cost effective supply of power, natural gas and fuel is critical for our operations. There is no assurance that our Company will continue to have an adequate, uninterrupted and cost effective supply of power, natural gas and fuel, the lack of which could disrupt our operations, adversely affecting our business, financial condition and results of operations.

19. We face the risk of disruption in float glass manufacturing in one of our plants due to major repairs, which we might be required to undertake, and the risk of consequential financial implications due to cost of repairs and loss of sales. In the Architectural Business Unit, the float glass furnace at our float glass manufacturing plant at Taloja, might require minor and/or major repairs, including cold repairs, any time primarily due to the reason that the furnace is old. In the event of such repairs, the float manufacturing operation may get disrupted for the period of repairs and shall have financial implications on account of costs of repair and any likely loss of sales and profitability, besides any consequential risk to life and / or property.

20. There is a joint venture agreement among our Promoters. If relationships among the joint venture partners deteriorates or discontinues, our business, results of operations and financial condition could suffer. There is a joint venture agreement among Labroo Family, MSIL and AGCL. The rights and obligations of the joint venture partners are regulated by the joint venture agreement dated September 14, 1985 (“JV Agreement”) as in force. The failure of any party to perform its obligations under the JV Agreement could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition. For further details of the JV Agreement, please see the section titled “History and Certain Corporate Matters” on page 121 of this Draft Letter of Offer.

21. One of our Promoters and some of our Group entities are engaged in similar businesses and in case of conflict of interest, the Promoter may not act in our interest which may have a material adverse effect on our business, financial condition and results of operations. The charter documents of one of our Promoters and those of some of our Group Entities contain enabling provisions that enable them to undertake businesses similar to those of our Company. We cannot assure you that the said Promoter and such Group Companies will not favour its own interests and those of such Group entities over our interests. The Promoters or our Group Entities, including those in a similar line of business, may dilute the Promoters’ attention to our business, which could adversely affect our business, financial condition and results of operations. A conflict of interest may occur between our business and the businesses of our Promoters and Group entities which could have an adverse effect on our operations. For more details of such group entities in similar businesses, please refer to the sections titled “Our Promoters” and “Group Entities” on pages 156 and 165 of this Draft Letter of Offer.

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22. The requirement and deployment of funds that are being raised is entirely at the discretion of the management, based on the parameters as mentioned in “Objects of the Issue”. Further, a portion of the issue proceeds is proposed to be paid to AGCL, one the promoters of our Company. The fund requirement as detailed in “Objects of the Issue” beginning on page 73 of the Draft Letter of Offer, is base d on our current business plan. The deployment of the funds towards the objects of the Issue is entirely at the discretion of our Company and is not subject to monitoring by external independent agency. However, the deployment of funds is subject to monitoring by our Board or the Audit Committee. One of the objects of the issue is to make payment to the overdue trade creditors. However, the Company has not identified specific creditors for such payment and has only decided on a pool of such trade creditors. As on December 31, 2012, the amount outstanding towards overdue trade creditors was ` 245.41 crore of which `133.76 crore is outstanding towards payment to AGCL, who is one of the Promoters of our Company and has also been a long term supplier of materials and services in the normal course of our business. Further a certain part of the issue proceeds will be utilized for payment of trade overdues to AGCL in their capacity as trade creditor and supplier of materials and services.

23. In the event there is any delay in the completion of the Issue, there would be a corresponding delay in the completion of the objects of this Issue which would in turn affect repayment of certain loans and payment to overdue trade creditors. Such delays may lead to penalties and interest payment to be paid by our Company in relation to such loans and overdue trade creditors. The objects of the Issue include repayment of certain loan facilities availed by our Company and payment to overdue trade creditors. The proposed schedule of deployment of the proceeds of the Issue is based on our estimates. If the schedule of deployment is delayed for any other reason whatsoever, including any delay in the completion of the Issue, we may face penalties and interest payments on account of such delay in payment of loans and overdue trade creditors. For further details in this respect please refer to the section titled “Objects of the Issue” on page 73 of this Draft Letter of Offer.

24. Substantial portion of the Equity Shares held by our Promoter, are pledged and encumbered in favor of lenders of our Promoter, who may exercise their rights under the respective pledge / encumbrance agreements in events of defaults. As of the December 31, 2012, 1,00,00,000 Equity Shares held by Mr. B.M. Labroo and 88,75,000 Equity Shares held by Mr. Sanjay Labroo comprising 6.25% and 5.55%, respectively of our pre-Issue equity share capital, are subject to pledge and/or other encumbrance(s), towards loans availed by some of our Promoter in their personal capacity from their lenders. In the event of non-compliance with the terms of such lending agreements entered into by some of our Promoter entities with their lenders, they may invoke the pledge and /or encumbrance(s), which may result in dilution of our Promoters stake in our Company. Moreover, if the lenders sell the pledged and/or encumbered Equity Shares in the market or if there is apperception that such sales may occur, it may lead to a decrease in the price of our equity shares. For further details please refer to the section titled “Capital Structure” on page 59 of this Draft Letter of Offer.

25. All our Subsidiaries and some of our promoter Group Entities have negative networth and accumulated losses, which may result in a loss of our investments and thereby adversely affect our business and financial condition. Significant portion of our investments are in the form of equity shares of our Subsidiaries and promoter Group Entities. As of September 30, 2012, as per our restated unconsolidated financial statements, we have made an investment of approximately 10.99 crore in our Subsidiaries. Two of these subsidiaries had significant accumulated losses and negative networth as at September 30, 2012. The Company has not considered it necessary to provide for diminution in value of equity shares of these Subsidiary Companies. Following are the Subsidiaries/ our Group Entities, which have incurred losses in 1 or more of the 3 preceding Fiscal Years:

(` In Crore) Name of Subsidiary/Group Entities Profit/(Loss) after Tax

Fiscal 2012 2011 2010 Subsidiaries AIS Glass Solutions Limited (6.44) 2.76 0.30

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Integrated Glass Materials Limited 0.07 0.03 (0.06) GX Glass Sales and Services Limited (1.65) (1.13) N.A. Group Entities Maruti Insurance Broker Limited (0.06) (0.09) N.A Maruti Insurance Broking Private Limited (2.78) (0.02) N.A True Value Solutions Limited (0.01) - (0.01) Machino Plastics Limited (1.00) 8.24 7.13 Nippon Thermostat India Limited (0.54) 1.19 0.59 Denso India Limited (72.20) 2.03 18.89 Bellsonica Auto Component India Private Limited (34.36) (14.48) 2.44 FMI Automotive components Limited (9.43) 9.91 7.08 Manesar Steel Processing (India) Pvt Limited (9.69) N.A N.A Inergy Automotive Systems Manufacturing India Pvt. Ltd. (7.43) (1.52) N.A Samir Paging Systems Limited (0.01) (0.01) (0.01) LAN Estates Private Limited (0.02) (0.02) 0.56 R.S. Estates Private Limited (0.03) 0.01 (0.02) Shield Autoglass Limited (0.36) (0.76) (0.38)

Following are the Subsidiaries/ our Group Entities, which had negative networth in one or more of the three preceding fiscal years:

Name of Subsidiary/ Group Entities Net Asset Value (`)

Fiscal 2012 2011 2010 Subsidiaries AIS Glass Solutions Limited (17.46) (1.27) (8.22) Integrated Glass Materials Limited 10.22 9.75 (2.59) GX Glass Sales and Services Limited 2.15 (215.01) N.A. Group Entities Maruti Insurance Broking Private Limited (45.85) 9.7 N.A. Samir Paging Systems Limited (431.41) (426.21) (424.14) Allied Fincap Services Private Limited (0.77) 0.81 (3.41) Nishi Electronics Private Limited (18.68) (18.21) (17.74) Shield Autoglass Limited (21.82) (19.85) (15.83)

We cannot assure that these Subsidiaries and Promoter Group Entities will not incur losses or will not have negative net worth in future. In the event that these Subsidiaries and Group Entities continue to be loss making and have negative net worth, it may result in a loss of our investments and thereby adversely affect our business and financial conditions.

26. If we are unable to obtain the requisite approvals, licenses, registrations or permits to operate and expand our business or are unable to renew them in a timely manner, our business or results of operations may be adversely affected We require a number of approvals, licenses, registrations and permits for operating and / or expanding our business. We have obtained a number of required approvals for our operations. Many of these approvals are granted for affixed period of time and need renewal from time to time. We are required to renew such permits, licenses and approvals. There can be no assurance that the relevant authorities will issue such permits or approvals to our Company or that they may be issued in time. Further, these permits, licenses and approvals are subject to several conditions, and we cannot assure that we shall be able to prove compliance with such conditions to statutory authorities, which may lead to cancellation, revocation or suspension of relevant permits/licenses/approvals. Failure by us to renew, maintain and obtain the required permits, licenses or approvals, or cancellation, suspension and/or revocation of any of our permits, licenses or approvals may result in the interruption of our operations and may have a material adverse effect on our business. For further details on such approvals pending, please see the section titled “Government and Other Approvals” on page 361 of this Draft Letter of Offer.

27. Most of the technical information, applications and know-how used by us in connection with our business have been obtained under license. Consequently, the Company’s ability to use the technical information, applications and know-how is limited and may be impaired. Most of the technical information, know-how and applications used by our Company for our business have

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been obtained under license and are not owned by us. Pursuant to these licenses, our Company has been granted the right to use the technical information, know-how and applications in connection with our business. The license agreements generally are valid for a specified term and there is no guarantee that they will be renewed on terms favourable to our Company or at all. Our Company is required to pay royalty under some of these license agreements. During the Fiscal Year 2012, our Company paid ` 20.45 crores as royalty to AGCL. Any enhancement in the royalty, the continuity, expiry or termination of the licence agreements could have a material adverse effect on our business prospects, results of operations, cash flows and financial condition.

28. We have availed certain unsecured loans, which are repayable on demand to its lenders. As per our financial statements, as on September 30, 2012 on restated consolidated basis, we have unsecured loans of ` 64.52 crore from various lenders which are repayable on demand. Any demand from lenders for repayment of such unsecured loans, may adversely affect our cash flow position and our business operations. For further details of these unsecured loans, please refer to the section titled “Financial Statements” on page 216 of this Draft Letter of Offer.

29. We do not own our registered office and certain other premises from which we operate, and if we are unable to continue to operate from such leased premises, our business, financial condition and results of operation may be adversely affected. Our Company does not own the premises where our registered office is situated. Furthermore, there are certain other premises, from which we operate and which are not owned by us. In the event the lessors decide to rent out or alienate the premises being used by our Company, our Company may be required to shift its premises to a new location and there can be no assurance that the arrangement our Company enters into in respect of the new premises would be on such terms and conditions as the present one. Further, certain lease agreements entered into by the Company for these offices may not be duly stamped or registered. In the event that our Company requires to enforce its rights under such agreements in a court of law, the required stamp duty will need to be paid by the Company in order for it to do so. For further information, please see the section titled “Our Business” on page 95 of this Draft Letter of Offer.

30. Our inability to protect our rights to the land on which our production units are located may adversely affect our business and operating results. Except of our plants located at Roorkee and Bawal, which are owned by us on free-hold basis, we have taken on lease substantially all of the land and property on which our production and assembling units are located. In general, these are long-term lease arrangements and provide for certain limitations and restrictions. A loss of the Company’s leasehold interests, including through actual or alleged non-compliance with the terms of these lease arrangements, the termination of leases by lessors, or an inability to secure renewal thereof on commercially reasonable terms when they expire, would interfere with the our ability to operate business and generate revenues and we may even suffer a disruption in our operations.

31. Our success depends substantially on our senior management and other skilled personnel, and we may be adversely affected if we lose their services and fail to find equally skilled replacements. Our success depends largely on the efforts, expertise and abilities of our senior management, as well as other skilled personnel. Our senior management is especially important to our business because of their experience and knowledge of automotive, construction and glass industry both in India and internationally. Further, our employment arrangements with these key personnel do not obligate them to work for us for any specified period, and do not contain non-compete or non-solicitation clauses in the event of termination of employment. If one or more of our key personnel are unwilling or unable to continue in their present positions, we may not be able to replace them with persons of comparable skill and expertise promptly or at all, which could have a material adverse effect on our business, operations and financial results. We do not maintain key-man insurance for any of our key personnel. We may not be able to retain existing personnel or identify, hire and successfully integrate additional qualified personnel in the future. The loss of the services of key personnel or the inability to attract

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additional qualified personnel, could impair the growth and / or profitability of our business.

32. Our manufacturing activities are dependent upon availability of skilled and unskilled labor. Further, in respect of certain activities we rely on contract labor for the performance of many of our operations. Our manufacturing and assembling activities are dependent on availability of skilled and unskilled labor. Non-availability of labor and/or any disputes between the labor and the management may affect our business operations. We typically enter into contract with independent contractors for our contract workforce for activities as permitted under applicable law. All contract employees engaged in our Company are assured minimum wages that are fixed by the respective state governments. Any upward revision of wages required by such state governments tube paid to such contract employees, or offer of permanent employment or the unavailability of the required number of contract employees, may adversely affect our business and results of operations.

33. Our workforce at certain of manufacturing and assembly facilities are represented by labor unions and our facilities may be subject to industrial unrest, strikes, slowdowns and increased wage costs. The workforce of our manufacturing and assembly facilities are members of labor unions. India has stringent labor legislation that protects the interests of workers, including legislation that sets forth detailed procedures for the establishment of unions, dispute resolution and employee removal. India also has legislation that imposes certain financial obligations on employers upon termination of employment. We cannot guarantee that we will not experience any strikes, work stoppages or other industrial unrest, resulting from disputes with our employees. Any such industrial unrest, resulting from disputes with our employees, may adversely affect our business revenues, financial condition and results of operations. For further details pertaining to litigation proceedings relating to labour matters, please see the section titled “Outstanding Litigation and Material Developments” on page 319 of this Draft Letter of Offer.

34. Our Company’s manufacturing and assembly facilities and related infrastructure may be affected by natural and other disasters causing unforeseen damages which may lead to disruptions in our business and operations. Our Company’s manufacturing and assembly facilities and related infrastructure are subject to risks associated with natural and other disasters as well as other unforeseen damage. Any damage or destruction to the sites and assets as a result of these events or other risks could adversely impact our ability to provide products and services to our customers, and could impact our results of operations and financial condition. Production at one of our plants situated at Tajola was affected by floods in the year 2005. Production was also stopped at our plant situated at Roorkee in 2007 due to squall thereby resulting in losses to the Company. Therefore, if our Company is unable to provide products and services to our customers as a result of any damage to the manufacturing and assembly facilities and related infrastructure, it could lead to reputational harm and customer loss, resulting in a corresponding adverse effect on our business prospects, results of operations, cash flows and financial condition.

35. Compliance with and changes in safety, health and environmental laws and regulations may adversely affect our results of operations and financial condition. We are subject to environment, safety and health laws and regulations such as the Environment (Protection) Act, 1986, the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981and the Hazardous Wastes (Management & Handling) Rules, 1989. These laws and regulations impose controls on environment, safety and health standards, and other aspects of its operations. We have incurred and expect to continue to incur, operating costs to comply with such laws and regulations. In addition, we have made and expect to continue to make capital expenditure on an on-going basis to comply with the environment, safety and health laws and regulations. We may be liable to the Government of India or the State Governments or Union Territories with respect to our failures to comply with applicable laws and regulations. Further, the adoption of new environment, health and safety laws and regulations, new interpretations of existing laws, increased governmental enforcement of laws or other developments in the future may require us to incur additional capital expenditure or incur additional operating expenses in order to maintain our

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current operations or take other actions that could have a material adverse effect on our financial condition, results of operations and cash flow. Safety, health and environmental laws and regulations in India, in particular, have been increasing in stringency and it is possible that they will become significantly more stringent in the future. The costs of complying with these requirements could be significant.

36. Any defects or malfunctioning or deficiency in the products manufactured by us could lead to product liability claims and lawsuits being filed against us in Indian and foreign jurisdictions. An adverse order / decree in any of these lawsuits could have a material adverse effect on our operations. We supply automotive and architectural glass in India and global markets either directly or through our Subsidiaries. As a standard practice some of our products are covered under warranties for certain specified period. During such period, the customer may reject or return the products due to defects or malfunctioning or deficiency. If the products manufactured by us contain defects which adversely affect our customers, we may incur additional costs in curing such defects. Also any defect in the products could lead to lawsuits being filed in various jurisdictions against us. We could be asked to pay compensatory costs and punitive damages if the lawsuits are finally decided against us which may also result in negative publicity. The quantum of punitive damages could be very high and paying such damages could affect our cash flows and have a material adverse effect on our operations. There can be no assurance that there will not be any product liabilities claims against us in the future. Further, under some of the agreements entered by us with our customers, we are required to indemnify them in case the products manufactured by us infringe the intellectual property rights of a third party. As of September 30, 2012, there has been no such claim of infringement against our Company. However, in the event there are any such successful infringement claims against our Company, it may result in our Company having to stop the production of certain products and/ or compensate the claimant for its claim which may affect the business operations and the financial condition of our Company.

37. Our contingent liabilities, upon materialization could adversely affect our financial condition. As of September 30, 2012, our contingent liabilities not provided for and outstanding guarantees, as disclosed in our restated consolidated audited financial statements, respectively include:

Details As of September 30, 2012

(`̀̀̀ in crore) a. Claims against the Company not acknowledged as debts (excluding interest and penalty which may be payable on such claims)

i) Excise & Custom Duty 12.86 ii) Disputed income tax / wealth tax demands 3.80 iii Disputed sales tax demands 10.91 b. Guarantees i) Bank Guarantee and Letter of Credit Outstanding 44.86 ii) Corporate Guarantees 84.10 c. Others i) Channel Financing from Bank 11.96

If any of these contingent liabilities materializes, our business, prospects, cash flows, our financial condition and results of operations could be adversely affected. For details of contingent liabilities of our Company, as reported in the restated financial statements, please see the section titled “Financial Statements” on page 216 of this Draft Letter of Offer.

38. Our inability to procure and/or maintain adequate insurance cover in connection with our business may adversely affect our operations and profitability.

Our Company’s operations are subject to inherent risks in any manufacturing or fabrication processes, such as defects, malfunctions and failures of equipment, and the risks resulting from fire, strikes, accidents and natural disasters. In addition, many of these operating and other risks may cause personal injury, severe damage to or destruction of our properties and may result in suspension of operations and the imposition of civil or criminal penalties.

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As part of our risk management, we maintain insurance policies that cover all sudden and accidental physical loss, destruction or damage to our property. Whilst we believe that we maintain adequate insurance coverage, our insurance policies do not cover all risks and are subject to exclusions and deductibles. If any or all of our operations are interrupted for a sustained period, there can be no assurance that our insurance policies will be adequate to cover the losses that may be incurred as a result of such interruption or the costs of repairing or replacing the damaged facilities. Notwithstanding the insurance coverage that we carry, the occurrence of any event that causes losses in excess of limits specified under the policy, or losses arising from events not covered by insurance policies, could have a material adverse effect on our Company’s business, financial condition and results of operations. Further, there is no assurance that the insurance premiums payable by us will be commercially viable or justifiable. Our inability to procure and/or maintain adequate insurance cover in connection with our business could adversely affect our operations and profitability.

39. Any downgrade of the credit ratings of our Company may increase borrowing costs and/or impair our ability to avail and / or refinance our borrowings. The cost and availability of funds is inter alia dependent on short-term and long-term credit ratings of our Company. Ratings reflect a rating agency's opinion of our financial strength, operating performance, strategic position, and ability to meet our obligations etc. Our Company has been assigned the ratings of “CARE BB” and “CARE A4” to our long term and short term facilities respectively.]Any further downgrade in our credit ratings may result in an increase in our borrowing costs and constrain our access to existing and future borrowings, which may in-turn adversely affect our business, financial condition and results of operations.

40. Our Promoters and/or Directors may get involved with one or more ventures in the same and / or similar

line of activity or business as that of our Company despite any contractual and / or other arrangements and understanding and against the spirit of the Joint Venture Agreement and in case of any conflict of interest, they may not act in our interest which may have a material adverse effect on our business, financial condition and results of operations.

Some of our Promoters and/or, and Directors, may get involved in the same and /or similar line of activity or business as us. We cannot assure that they will not favour the interests of such ventures over the interests of our Company. Such ventures may dilute their attention and commitments to our business, which could adversely affect our business, financial condition and results of operations.

41. Our customers and suppliers can suspend or cancel delivery of products in certain cases. Events of force majeure such as disruption of transportation services, weather-related problems, strikes, lock-outs, inadequacies in the road infrastructure and port facilities or other events that are beyond the control of the parties and allow our suppliers to suspend or cancel the deliveries of the raw materials could impair our ability to source raw materials and components and our ability to supply products to our customers. Similarly, our customers may suspend or cancel delivery of our products during a period of force majeure and any suspensions or cancellations that are not replaced by deliveries under new contracts or sales on the spot market to third parties would reduce cash flows and could adversely affect our Company’s financial condition and results of operations. There can be no assurance that such disruptions will not occur. T

42. Our Promoters, and some of our Directors and Key Management Personnel have interests in our Company other than reimbursement of expenses incurred or normal remuneration or benefits. Our Promoters may also be regarded as having interest in the Equity Shares, if any, held by them or by the companies/ firms/ventures promoted by them or that may be subscribed by or allotted to the companies, firms, trusts, in which they are interested as directors, members, partners, trustees and promoters, pursuant to this Issue. All of our Promoters may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. Further, AGCL, one of the Promoters of the Company, receives royalty for grant of a right to use the technical information, know-how, applications and processes used by our Company for our business are owned by the AGCL in accordance with the terms of a license agreement entered into between our Company and the AGCL. Our Company paid ̀ 20.45croresduring Fiscal 2012 and `4.93 crore for 6 month period ended September 30, 2012 as

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royalty to AGCL. For further related party transactions please refer to the section titled “Financial Information” on page 195 of this Draft Letter of Offer. Additionally, our Directors and Key Managerial Personnel are also interested in our Company to the extent of remuneration paid to them for services rendered and reimbursement of expenses payable to them. Our Directors may also be interested to the extent of any transaction entered into by our Company with any other company or firm in whom they are directors or partners. For details, refer to “Our Management-Interests of Directors” on page 149 of this Draft Letter of Offer.

External Risk Factors 43. A slowdown in economic growth in India could adversely impact our business. Our performance and the

growth of our business are dependent on the performance of the overall Indian economy. Any slowdown in the Indian economy or of the automobile or construction sectors or any future volatility in global commodity prices, exchange and interest rates etc., could adversely affect our customers and the growth of our business, which in turn could adversely affect our business, financial condition and results of operations. India’s economy could be adversely affected by a general rise in interest rates, fluctuations in currency exchange rates, adverse conditions affecting agriculture, commodity and electricity prices or various other factors. Further, conditions outside India, such as slowdowns in the economic growth of other countries could have an impact on the growth of the Indian economy, and government policy may change in response to such conditions. The Indian economy and financial markets are also significantly influenced by worldwide economic, financial and market conditions.

44. Governmental actions and changes in policy could adversely affect our business. Our business and results of operations are also affected by government policy on duties, taxation incentives etc.. The GoI and the State Government and their agencies have broad powers to affect the Indian economy and our business in numerous ways. In the past, the GoI and the State Governments have used these powers to influence, directly and indirectly, the Indian glass industry or other industries on which the glass industry is dependent. Examples of such measures include: • Removing / imposing / altering import restrictions on inputs and / or finished goods and promoting

exports • Energy conservation and building codes, safety codes and regulations

Any change in existing GoI and/or State Government policies or new policies providing or withdrawing support to the Indian automotive and construction industry or otherwise affecting the economy of India, including the glass industry, could adversely affect the supply/demand balance and competition in markets in which we operate and negatively affect our cost structure. There can be no assurance that we would be able to pass on such increase in costs to our customers through an increase in our prices, which could adversely affect our business, financial condition and prospects. Any material and adverse change in government policies relating to existing or future taxes, duties, concessions, subsidies, incentives etc., may have an adverse impact on our business. We do not know what the nature or extent of changes that can take place other than those mentioned hereinabove

45. Inflation in India may adversely affect our business.

India has experienced in the past and is currently experiencing high rates of inflation. We can provide no assurance that high rates of inflation will not continue or even increase in the future, which could have an impact on the demand for our products and our ability to sell those products. In addition, from time to time, the GoI has taken measures to control inflation, which have included tightening monetary policy by raising interest rates, restricting the availability of credit and inhibiting economic growth. Inflation, measures to combat inflation and public speculation about possible governmental actions to combat inflation have also contributed significantly to economic uncertainty in India and heightened volatility in the Indian capital

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markets. Periods of higher inflation may also slow the growth rate of the Indian economy which could also lead to a reduction in demand for our products and a decrease in our sales of those products. Inflation may also increase some of our costs and expenses. Moreover, the reporting currency of our financial statements is the Indian Rupee, and fluctuations in the value of the Indian Rupee that result from inflation, could affect our consolidated results of operations and financial condition. To the extent demand for our products decreases or our costs and expenses increase and we are not able to pass those increases in costs and expenses on to our customers, our operating margins and operating income may be adversely affected, which could have a material adverse effect on our business, financial condition and results of operations.

46. There may be political, economic or other factors that are beyond our control but may have an adverse

impact on our business and results of operations should they materialize.

The following external risks may have an adverse impact on our business and results of operations should any of them materialize:

• Political instability, resulting from a change in the Government or a change in the economic and

deregulation policies may adversely affect economic conditions in India in general and our business in particular;

• A slowdown in economic growth in India may adversely affect our business and results of operations. The growth of our business and our performance is linked to the performance of the overall Indian economy;

• Civil unrest, acts of violence, terrorist attacks, regional conflicts or situations or war involving India or other countries may adversely affect the financial markets which may impact our business. Such incidents may impact economic growth or create a perception that investment in Indian companies involves a higher degree in risk which may reduce the value of the Equity Shares;

• Natural disasters in India may disrupt or adversely affect the Indian economy, on the health of which our business depends;

• Instances of corruption in India have the potential to discourage investors and derail the growth prospects of the Indian economy. Corruption creates economic and regulatory uncertainty and may have an adverse effect on our business, profitability and results of operations.

47. The proposed adoption of IFRS may result in our financial condition and results of operations

appearing materially different than under Indian GAAP.

Public companies in India, including us following the issue, may be required to prepare annual and interim financial statements under IFRS in accordance with the roadmap for the adoption of, and convergence with, IFRS announced by the Ministry of Corporate Affairs, GoI (“MCA ”), through a press note dated January 22, 2010. Through a press release dated February 25, 2011, the MCA announced that it will implement the converged accounting standards in a phased manner after various issues, including tax-related issues, are resolved. The MCA is expected to announce the date of implementation of the converged accounting standards at a later date. Our cash flows, results of operations, financial condition or changes in shareholders’ equity may appear materially different under IFRS than under Indian GAAP.

Moreover, our transition may be hampered by increasing competition and increased costs for the relatively small number of IFRS-experienced accounting personnel available as more Indian companies begin to prepare IFRS financial statements.

48. Any downgrading of India’s sovereign debt rating or a decline in India’s foreign exchange reserves may

adversely affect our ability to raise additional debt financing. Any adverse revisions by international rating agencies to the credit ratings of the Indian national government’s sovereign domestic and international debt may adversely affect our ability to raise additional financing by resulting in a change in the interest rates and other commercial terms at which we may obtain additional financing. This could have a material adverse effect on our capital expenditure plans, business and financial performance. A downgrading of the Indian national government’s debt rating may occur, for example, upon a change of government tax or fiscal policy outside our control.

49. Our business and activities may be regulated by the Competition Act, 2002.

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The Competition Act, 2002 (the "Competition Act") seeks to prevent business practices that have a material adverse effect on competition in India. Under the Competition Act, any arrangement, understanding or action in concert between enterprises, whether formal or informal, which causes or is likely to cause a material adverse effect on competition in India is void and attracts substantial monetary penalties. Any agreement that directly or indirectly determines purchase or sale prices, limits or controls production, shares the market by way of geographical area, market, or number of customers in the market is presumed to have a material adverse effect on competition. Provisions of the Competition Act relating to the regulation of certain acquisitions, mergers or amalgamations which have a material adverse effect on competition and regulations with respect to notification requirements for such combinations came into force on June 1, 2011. The effect of the Competition Act on the business environment in India is unclear. While we take abundant caution to strictly comply with the provisions of Competition Act, 2002, we may be inadvertently affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the Competition Commission of India, or any adverse publicity that may be generated due to scrutiny or prosecution by the Competition Commission of India, it may have a material adverse effect on our business, prospects, results of operations, cash flows and financial condition.

50. Investors may be adversely affected due to retrospective tax law changes by the Indian government affecting our Company. Certain recent changes to the Income Tax Act provide that income arising directly or indirectly through the sale of a capital asset of an offshore company, including shares, will be subject to tax in India, if such shares derive indirectly or directly their value substantially from assets located in India. The term “substantially” has not been defined under the Income Tax Act and therefore, the applicability and implications of these changes are largely unclear. Due to these recent changes, Investors may be subject to Indian income taxes on the income arising directly or indirectly through the sale of the Equity Shares. In the past, there have been instances where changes in the Income Tax Act have been made retrospectively and to that extent, there cannot be an assurance that such retrospective changes will not happen again.

51. Our Company’s ability to raise foreign capital may be constrained by Indian law. As an Indian company, our Company is subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory restrictions limit Company’s financing sources and hence could constrain its ability to obtain financing on competitive terms and refinance existing indebtedness. In addition, our Company cannot assure investors that the required approvals will be granted to it without onerous conditions, or at all. Limitations on foreign debt may have a material adverse effect on Company’s business, prospects, results of operations, cash flows and financial condition.

Risks relating to the Equity Shares 52. You will not be able to immediately sell any of the Equity Shares you purchase in this Issue on the Stock

Exchanges.You can start trading in the Equity Shares only after they have been credited to your dematerialized account and listing and trading permissions are received from the Stock Exchanges. Under the SEBI ICDR Regulations, we are permitted to allot Equity Shares within 15 days of the Issue Closing Date. Consequently, the Equity Shares you purchase in the Issue may not be credited to your dematerialized account with Depository Participants until 15 days of the Issue Closing Date. You can start trading in the Equity Shares only after they have been credited to your dematerialized account and listing and trading permissions are received from the Stock Exchanges.

53. The Issue Price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue. The Issue Price of Equity Share may not be indicative of the market price for our Equity Shares after the Issue. The market price of our Equity Shares could be subject to significant fluctuations after the Issue, and may decline below the Issue Price. There can be no assurance that the investor will be able to resell their shares at or above the Issue Price. Among the factors that could affect our share price are: • quarterly variations in the rate of growth of our financial indicators, such as earnings per share, net

income and revenues;

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• changes in revenue or earnings estimates or publication of research reports by analysts; • speculation in the press or investment community; • general market conditions; and • domestic and international economic, legal and regulatory factors unrelated to our performance.

54. An active market for our Equity Shares may not be sustained, which may cause the price of our Equity Shares to fall. While our Equity Shares are traded on the Stock Exchanges, there can be no assurance regarding the continuity of the existing active or liquid market for our Equity Shares, the ability of investors to sell their Equity Shares or the prices at which investors may be able to sell their Equity Shares. The price of our Equity Shares on the Stock Exchanges may fluctuate after the Issue as a result of several factors, including: volatility in the Indian and global securities market; our operations and performance; performance of our competitors; the perception of the market with respect to investments in the glass, automotive or construction industry; adverse media reports about us or our industry; changes in the estimates of our performance or recommendations by financial analysts; significant developments in India’s economic liberalization and deregulation policies; and significant developments in India’s fiscal regulations. There can be no assurance that an active trading market for our Equity Shares will develop or be sustained after the Issue, or that the prices at which our Equity Shares are initially traded will correspond to the prices at which our Equity Shares will trade in the market subsequent to the Issue.

55. Our ability to pay dividends in the future will depend on our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and other factors.

We have not paid dividends in the past 5 years. The amount and frequency of our future dividend payments, if any, will depend on our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and other factors. We cannot be certain that we will have distributable funds after we commence operations. In addition, we may also be constrained from making any dividend payments owing to certain restrictive covenants in some of our existing financing arrangements.

56. Economic developments and volatility in securities markets in other countries may cause the price of the

Equity Shares to decline.

The Indian economy and its securities markets are influenced by economic developments and volatility in securities markets in other countries. Investor’s reactions to developments in one country may have adverse effects on the market price of securities of companies situated in other countries, including India. Negative economic developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging market countries may affect investor confidence and cause increased volatility in Indian securities markets and indirectly affect the Indian economy in general.

The Indian stock exchanges have experienced temporary exchange closures, broker defaults, settlement delays and strikes by brokerage firm employees. In addition, the governing bodies of the Indian stock exchanges have from time to time imposed restrictions on trading in certain securities, limitations on price movements and margin requirements. Further, from time to time, disputes have occurred between listed companies and stock exchanges and other regulatory bodies, which in some cases may have had a negative effect on market sentiment.

57. Future issues or sales of our Equity Shares may significantly affect the trading price of our Equity

Shares and dilute your shareholding. A future issue of Equity Shares by us or the disposal of Equity Shares by any of our significant shareholders, or the perception that such issues or sales will occur, may significantly affect the trading price of our Equity Shares. The issue or sale of a large number of our Equity Shares by us or any of our significant shareholders, or the perception that such issues or sales may occur, could adversely affect the market price of our Equity Shares. Any future equity issuances by us, or sales of our Equity Shares by our Promoters and Promoter Group or other major shareholders, may adversely affect the trading price of our Equity Shares, which may lead to other adverse consequences for the Company. In addition, any perception by investors that such issuances or sales might occur may also affect the trading price of our Equity Shares.

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58. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an Indian company are generally taxable in India. Any gain realized on the sale of listed equity shares on a stock exchange held for more than 12 months as a capital asset will not be subject to capital gains tax in India if Securities Transaction Tax (“STT”) has been paid on the transaction. STT will be levied on and collected by a domestic stock exchange on which the equity shares are sold. Any gain realized on the sale of equity shares held for more than 12 months to an Indian resident, which are sold other than on a recognised stock exchange and on which no STT has been paid, will be subject to long-term capital gains tax in India. Further, any gain realised on the sale of listed equity shares held for a period of 12 months or less will be subject to short term capital gains tax in India. Capital gains arising from the sale of the equity shares will be exempt from taxation in India in cases where the exemption from taxation in India is provided for under a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the equity shares.

59. There is no guarantee that the Equity Shares will be listed on the BSE and the NSE in a timely manner or at all, and any trading closures at the BSE and the NSE may adversely affect the trading price of the Equity Shares.

In accordance with Indian law and practice, permission for listing of the Equity Shares will not be granted until after those Equity Shares have been issued and allotted. Listing approval will require all relevant documents authorizing the issuing of Equity Shares to be submitted. In accordance with the Companies Act, if the permission of listing the Equity Shares is denied by the Stock Exchanges, we are required to refund all monies collected to investors. There may be a failure or delay in listing the Equity Shares on the BSE and the NSE. Any failure or delay in obtaining the approval will restrict your ability to dispose of your Equity Shares.

In addition, pursuant to Indian regulations, certain actions are required to be completed before the Equity Shares can be listed and trading may commence. Investors’ book entry or dematerialized electronic accounts with depository participants (the “DPs”) in India are expected to be credited only after the date on which the issue and allotment is approved by our Board. We cannot be certain that the Equity Shares allocated to investors will be credited to their dematerialized electronic accounts, or that trading will commence on time after Allotment has been approved by our Board, or at all.

60. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a

shareholder's ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.

Stock exchanges in India may subject us to a daily “circuit breaker”, which does not allow transactions beyond specified increases or decreases in the price of the Equity Shares. This circuit breaker operates independently of the index-based, market-wide circuit breakers generally imposed by SEBI on Indian stock exchanges. In such event, the percentage limit on our circuit breakers will be set by the stock exchanges based on the historical volatility in the price and trading volume of the Equity Shares. The stock exchanges will not inform us of the percentage limit of the circuit breaker in effect from time to time and may change it without our knowledge. This circuit breaker will limit the upward and downward movements in the price of the Equity Shares. As a result of this circuit breaker, your ability to sell your Equity Shares or the price at which you may be able to sell your Equity Shares at any particular time may be affected.

Prominent Notes:

1. Issue of [●] Equity Shares at a premium of `[●]per Equity Share for cash aggregating to`250crore on a rights basis to the existing Eligible Equity Shareholders in the ratio of [●] Equity Share for every [●] fully paid-up Equity Shares held by the Eligible Equity Shareholders on the Record Date. The Issue price is [●] times the face value of the Equity Shares.

2. As on March 31, 2012 and September 30, 2012, our net worth on a restated consolidated basis was `138.03 and 80.14 crore (excluding revaluation reserves) respectively, and on restated unconsolidated basis was ` 147.81 & 94.50 crore (excluding revaluation reserves) respectively as described in the section titled “Financial Statements” on page 216 of this Draft Letter of Offer.

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3. For more information on Group Entities having business or other interests in our Company, see “Group Entities” and “Financial Statements” on pages 165 and 216, respectively.

4. Our Company has entered into certain related party transactions for an aggregate amount as shown in the table below for the year ended March 31, 2012 and six months ended September 30, 2012 as per our restated unconsolidated financial statements included in this Draft Letter of Offer:

(in crore) Particulars As on/for the period

Ended Sep 30, 2012 FY 2011-12

Associates Sale of Finished Goods 24.78 45.70 Enterprises owned or significantly Influenced Rent 0.09 0.18 Purchase of Stores & spares - 0.03 Key Management Personnel Rent 0.02 0.09 Sitting Fee 0.01 0.01 Directors Remuneration 0.48 1.39 Loan & Advances given - 0.30 Others Purchase of Raw Material 98.11 99.41 Purchase of Finished Goods 3.46 3.72 Fee For Technical & Consultancy Services 0.03 0.09 Repair & Maintenance 1.37 1.02 New Model Development 0.26 0.92 Royalty 4.93 20.45 Stores & Spares 8.38 17.44 Purchase of Capital Goods 0.64 1.90 Purchase of Traded Goods 0.97 0.95 Interest 2.60 3.42 Sale of Finished Goods 7.46 27.58 Commission Receivable 0.07 0.45 Amount Written Back - 2.40 SUBSIDARIES Purchase of Raw Material 2.33 9.57 Purchase of Stores 0.37 0.32 Purchase of Finished Goods - 0.11 Purchase of Traded Goods - 0.08 Commission - 0.39 Rent Paid 0.04 0.07 Income Sale of Goods 7.49 21.22 Interest 0.58 1.17 Purchase of Equity Shares - 2.95 GX Glass Sales & Services Ltd. - 2.95 Rent Received 0.02 0.03 Advance Given - 0.15

For details pertaining to our related party transactions, see the section titled “Financial Information” on page 195 of this Draft Letter of Offer. Our Company has entered into following transactions with its Promoter namely MSIL (not being related party under Accounting Standard 18):

(in crore) Particulars As on/for the period

Ended Sep 30, 2012 FY 2011-12

Advance Taken (Including Interest accrued) 5.44 30.34 Debtors 19.59 14.70 Cash discount 1.32 1.75 Sale of Goods 152.16 291.01 Interest paid 1.45 1.29

5. There has been no financing arrangement whereby the Promoter Group, the Directors and their relatives have financed the purchase by any other person of our securities other than in the normal course of business

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of the financing entity during the period of six months immediately preceding the date of filing of this Draft Letter of Offer with SEBI.

6. There has been no financing arrangement whereby the Promoter Group, the Directors of our Company, our

Promoters and/or their relatives have financed the purchase by any other person of securities of our Company other than in the normal course of business of the financing entity during the period from six months immediately preceding the date of filing of the Draft letter of offer with SEBI.

Investors may contact the LMs who has submitted the due diligence certificate to SEBI, for any complaint pertaining to the Issue.

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SECTION III – INTRODUCTION

SUMMARY OF INDUSTRY The information in this section is derived from various publicly available sources, government publications and other industry sources, including April-June and July-September, 2012 edition of Glass Yug Magazine, Kanch Magazine, Vol 5, No. 4, edition July-September, 2012 published by All India Glass Manufacturers Federation (“ AIGMF ”) and Glass and Ceramic, Market & Opportunities, Indian Brand Equity Foundation (“IBEF ”), respectively. Although we believe industry, market and government data used in this Draft Letter of Offer is reliable and that website data is as current as practicable, this information has not been independently verified by us, the Lead Managers, or their respective legal, financial or other advisors, and no representation is made as to the accuracy of this information. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured, and accordingly, investment decisions should not be based on such information. Similarly, internal Company estimates, which we believe to be reliable, have not been verified by any independent agencies. Certain data has been reclassified for the purpose of presentation and much of the available information is based on best estimates, and should therefore be regarded as indicative only and treated with appropriate caution. Certain financial and other numerical amounts specified in this section have been subject to rounding adjustments; figures shown as totals may not be the arithmetic aggregation of the figures which precede them. Glass Industry The glass industry covers products such as flat glass (including sheet glass, float glass, figured and wired glass, safety glass and mirror), glass hollow wares and containers, optical glass laboratory glassware and fiber glass. Flat glass is used primarily in the construction sector and automobile sector. As our Company operates in flat glass industry, the industry description and discussion here below refers to and covers flat glass industry only. Most of the world’s float glass goes into buildings. In building products, basic glass can undergo two or more stages of processing before being installed as original or replacement windows and glazing systems, or used as a component in solar energy, and other technical applications. Within automotive segment, glass is used in original equipment (OE) for new cars, specialized transport applications, including buses, trucks, trains and ships, and also in the manufacture of replacement parts for the aftermarket. Volume growth drivers Demand growth for glass is driven not only by economic growth, but also by legislation and regulations. Demand for value-added products is growing at a fast rate enriching the product mix and boosting the sales line. Value-added products, particularly coated, are delivering greater functionality in all application areas.

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Value growth drivers The value growth drivers for the architectural and automotive glass are set out below: Architectural Glass Energy-saving (heating)

Energy-saving legislation and building regulations, reduction of energy loss from buildings, energy labelling of windows.

Energy-saving (cooling)

Energy-saving legislation, reduction of air-conditioning load in buildings, preventing non-air-conditioned buildings from over-heating.

Safety / Security Increasing legislative requirement for safety security glass in certain applications. Requirement for transparency combined with security features.

Fire

Requirement for good light transmission and compliance with fire safety regulations.

Acoustic

Increasing noise levels caused by traffic, aircraft, etc., progressively backed by legislation.

Self-cleaning

Reduction in use of detergents, safety at heights, extension of product range and features to increase functionality in commercial and domestic applications.

Solar Energy

Demand for renewable energy, stimulated by government support and feed-in tariffs.

Automotive glass Complexity Designers see glazing as a crucial element in designs to differentiate vehicles Curvature Styling demands increase the complexity and depth of curves in vehicle glazing. Surface tolerance Increasing depth and complexity of curvature makes surface tolerances critical,

e.g. for efficient windscreen wiper operation. Security Crime and vandalism increase the need for security, provided by laminated side

glazings. Solar control Larger glass areas require tinted and coated glazing to reduce solar gain and air-

conditioning load. Glazing systems Reduced time to market and lean manufacturing require modularized glazing

including trim and other fittings in one unit. Global Glass Industry (Source: Glass and Ceramic, Market & Opportunities, Indian Brand Equity Foundation) The major glass producing countries in the world are Germany, USA, UK, China and Japan. The major importing countries are USA, Germany, Japan, France, Italy and Australia. The main consuming regions are Europe, China and North America, that together account for 74% of global demand for glass. Europe is the most mature glass market and has the highest proportion of value-added products. The global glass industry is quite concentrated, with four companies – Asahi Glass Co. Limited, Japan, NSG/ Pilkington, Saint-Gobain and Guardian, producing 67% of the total high quality float glass in the world. Lower quality float and sheet glass production is gradually being replaced by high quality float glass across the globe. For automotive glazing, there are only three major players - Asahi Glass Co. Limited, Japan, NSG/ Pilkington, and Saint-Gobain – who along with their respective associates meet nearly 75% of the world’s Original Equipment (OE) glazing requirements. Indian Glass Industry The glass industry in India is quite old and well established. (Source: Glass and Ceramic, Market & Opportunities, Indian Brand Equity Foundation) The annual growth rate of the float glass industry in India since 2001-02, is set out below:

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Domestic Float Glass Sales

Year Metric Tonnes /Day %Growth 2001-02 980 10.6 2002-03 1106 12.85 2003-04 1310 18.44 2004-05 1427 8.93 2005-06 1402 14.22 2006-07 1695.89 20.89 2007-08 2043 20.46 2008-09 1942 (5.2) 2009-10 2684 38.2 2010-11 3400 21.00% 2011-12 4000 17.65%

(Source: Glassyug September, 2012) Key Industry Players Some of the key industry players include Asahi India Glass Limited and Saint-Gobain Sekurit India Limited in the automotive segment. In the float glass segment, the key players are Saint Gobain Glass India Limited, Asahi India Glass Limited, Gujarat Guardian Limited, HNG Float Glass Limited and Gold Plus Glass Industry Limited. Company-wise Market Share (Source: Glassyug, September 2012) During the second quarter of 2012, the aggregate domestic sales of float glass amounted to 3,520 metric tonnes per day, contributed by sales made by the key players as per the following details:

• Saint-Gobain Glass India Limited – 1440 metric tonnes /day (39.77%) • Asahi India Glass Limited – 850 metric tonnes /day (24.14%) • Gujarat Guardian Limited – 550 metric tonnes /day (15.63%) • HNG Float Glass Limited – 370 metric tonnes /day (10.51%) • Gold Plus Glass Industry Limited – 350 metric tonnes /day (9.94%)

Float Glass Processing Industry The float glass processing industry is explained below schematically:

Float Glass Processing Industry

Architectural Float Glass

Automotive Float Glass

Tempering

Lamination

Insulation

Lamination

Tempering

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SUMMARY OF BUSINESS

Unless otherwise stated, the financial information used in this section is derived from our audited restated consolidated financial statements as of and for the six month period ended September 30, 2012. Incorporated in 1984, our Company has grown from being a ‘single-plant single-customer’ company to one of the largest integrated glass manufacturer in India with 13 manufacturing units and 3 warehouse cum sub-assembly units and customers including major automobile manufacturers in the country like Maruti Suzuki India Limited, Hyundai Motor India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Toyota Kirloskar Motor Private Limited, Volkswagen Group Sales India Private Limited, Honda Cars India Limited and Volvo Buses India Private Limited, spanning across major cities of India. As one of the largest integrated glass manufacturer in India, our Company along with its Subsidiaries and Associates, offers a wide range of glass products and end to end solutions across the entire glass value chain to its customers, through the following strategic business units (“SBUs”): • Automotive Glass SBU; • Architectural Glass SBU; • Consumer Glass SBU; and • Solar Glass SBU. Under our Automotive Glass SBU we inter alia manufacture and offer products like laminated windshields, defogger glass, tempered glass for sidelites and backlites, rain sensor windshield, heated windshield, plug-in window etc., to original equipment manufacturers (“OEM ”) like Maruti Suzuki India Limited, Hyundai Motor India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Toyota Kirloskar Motor Private Limited, Volkswagen Group Sales India Private Limited, Honda Cars India Limited and Volvo Buses India Private Limited. As of September 30, 2012, the Automotive Glass SBU enjoyed approximately 69.47% of the market share (on the basis of the number of glass pieces supplied) in the OEM segment for passenger vehicles (i.e., cars and multi utility vehicles (“MUVs”)) markets. This SBU received the Deming Application Price in 2007 certifying the outstanding performance achieved through application of total quality management (“TQM ”). The Bawal manufacturing unit of Automotive Glass SBU was also honoured with the “TPM Excellence Award-2010” from Japan Institute of Plant Maintenance. The Automotive Glass SBU contributed approximately 54.73% to the Company’s total revenue in FY 2011- 2012. Under the Architectural Glass SBU, we inter alia manufacture, process and offer products like clear and tinted float glass, heat reflective glass, energy efficient reflective glass, solar control glass, unplasticised Polyvinyl Chloride (“uPVC”) windows, tempered burglar proof glass, décor glass, frosted glass, sound resistant glass and impact resistant glass to customers which include automotive safety glass manufacturers, processors, distributors, dealers, channel partners, institutional and other customers through our sales, marketing and distribution network. Further, the Architectural Glass SBU also supplies float glass to the Automotive Glass SBU. The Architectural Glass SBU contributed approximately 44.95% to the Company’s total revenue in FY 2011- 2012 and enjoyed a market share of approximately 24.14% in the float glass market as of September 30, 2012. Under the Consumer Glass SBU, we offer automotive and architectural glass products through our subsidiary GX Glass Sales and Services Limited (“GX Glass”) and our Associates namely Asahi India Map Auto Glass Limited (“AIM ”) and AIS Adhesive Limited (“AIA ”). GX Glass through its brand ‘Glasxperts’, provides integrated services for glass selection and installation for homes, offices and commercial spaces. Glasxperts aims at providing services which include helping the consumer select and buy the right kind of glass at the right price to having it delivered and installed in a timely and efficient manner. Further, AIM is engaged in the after-market distribution of automotive safety glass manufactured by our Company to dealers and retailers and AIA is engaged in the distribution of sealants to dealers and retailers. AIM and AIA have also entered into franchisee agreements with Shield Autoglass Limited (which is one of our group companies) pursuant to which they are operating franchisees of Windshield Experts at certain locations. Windshield Experts is the retail venture of Shield Autoglass Limited (which is one of our group companies), which is engaged in the automotive glass repair and replacement.

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Rewari, Bawal: 1. Auto Glass

Roorkee: 1. Float Glass 2. Reflective glass 3. Mirror 4. Architectural

processing 5. Automotive

glass

Chennai: 1. Automotive glass 2. Architectural

processing

Taloja: 1. Float Glass 2. High

performance reflective glass

3. Architectural processing

4. Automotive glass

Faridabad:

1. uPVC Window

Our Company has recently set up the Solar Glass SBU as it believes that in the light of limited availability of fossil fuel and continued thrust of the government towards renewable power generation, the Solar Glass SBU could open a fairly promising business avenue for the Company. Set out below is a comparison between our Company’s position in its initial years versus the present position of our Company, which highlights the progress made by our Company since its incorporation: AIS in 1987

AIS today

Automotive glass manufacturing One of the largest integrated glass company in India with significant presence in the automotive and architectural glass value chains.

Single customer being Maruti Suzuki India Limited

Wide spread customer-base across all business verticals. Leader in automotive glass with approximately 69.47% market share (as on September 30, 2012) in the OEM segment for passenger vehicles (i.e., cars and MUVs) markets and a significant market share in architectural and consumers glass business.

Single Plant at Bawal (Haryana) 13 manufacturing units and 3 warehouse cum sub-assembly units. Local operations – National Capital Region of Delhi and Haryana

Presence in major cities of India with strategically located manufacturing units, sub-assembly units, warehouses, sales and marketing offices.

COMPANY’S MANUFACURING AND SUB-ASSEMBLY UNITS Presently, our Company has a network of 13 strategically located manufacturing units across the country, the locations of which are depicted in the map below:

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The net sales and the net profit of our Company on a restated consolidated basis for the last 5 Financial Years is set out below:

(Amount in Crores) For six months

ended September 30, 2012

For the year ended March 31, 2012





Net sales

926.87 1,680.11 1,557.03 1,293.23 1,238.31 995.76

Net profit

(55.05) (65.07) 16.43 1.96 (42.20) (42.48)

Our Competitive Strengths We believe we have the following competitive strengths: We are one of the largest integrated glass manufacturers in India We are one of the largest integrated glass manufacturers in India with a significant presence in the automotive and architectural glass value chains, supplying wide range of glass products, solutions and services primarily to the automobile and construction industry. In the automotive glass segment, as on September 30, 2012, our Company enjoyed approximately 69.47% market share in the OEM segment for passenger vehicles (i.e., cars and MUVs). In the architectural glass segment, our Company has the second largest float glass production capacity of 1,200 tons per day amongst its peers, with approximately 24.14 % market share as of September 30, 2012. Wide range of glass products, solutions and services for all customer segments The Company has the capabilities to manufacture and is offering wide range of glass products, solutions and services in the automotive and architectural glass value chains. We have been meeting the wide and varied glass requirements of all our customers including OEM segment, projects, dealers, distributors and the end consumers. Catering to diverse markets and customer segments with full range of glass products, solution and services has enabled us to consistently increase our revenues over the past few years and also de-risk our business. Presence across major cities in India Our Company has a network of 13 strategically located manufacturing units and 3 warehouses cum sub-assembly units, supported by a network of sales and marketing offices, and various distributors/ dealers across the length and breadth of the country. Our widespread presence is helping us cater to the demands of our customers across India in a timely and cost efficient manner and expanding the reach of our glass products, solutions and services, thereby increasing our revenues. State- of- the- art manufacturing setup Our manufacturing units in India have received various accreditations and certifications confirming their adherence to quality, safety, product and environmental standards. For further details of such certifications, please see “Quality, Product and Environment Certifications” in this section below. Our manufacturing units have been built using state-of-the-art machinery imported from suppliers and / or developed and sourced indigenously. The manufacturing units are subject to regular checks, audits and maintenance to improve and sustain productivity. Our manufacturing units meet the stringent quality standards required by our global customers, which is a prerequisite for supplying to such customers. Highly qualified management team and experienced employee base We have, over the past number of years, developed and built a team of capable and qualified personnel who oversee and manage the various facets of our Company’s operations. Our team comprises of senior management personnel

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who are veterans in the glass industry. The attrition level of senior managerial personnel has been low, which reflects the Company’s culture of nurturing, retaining and empowering its people. Ability to sustain long term association and strong relationship with customers and meet customer requirements We have over 25 years of experience in the Indian glass industry. Over all these years, we have developed skills to understand the pulse and the requirements of our customers and built capabilities to offer customized glass products, solutions and services as per such requirements. This has helped us nurture strong relationships with our key customers which has resulted in us being associated with many of such customers for long periods of time. Some of our key customers include companies like Maruti Suzuki India Limited, Hyundai Motor India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Toyota Kirloskar Motor Private Limited, Volkswagen Group Sales India Private Limited, Honda Cars India Limited and Volvo Buses India Private Limited. We have been timely and adequately investing in our capacities and capabilities in the automotive and architectural glass segments to be able to meet the wide and varied requirements of our existing and potential customers for automotive and architectural glass products, solutions and services. We believe that we currently have adequate capacities to cater to the automotive and architectural glass requirements of all our existing customers. Our Strategy To continue to harness the strength of being an integrated glass company to its optimum and to capitalise on the robust forecasted demand We continue to focus on our strategy of being an integrated glass company that has helped us in evolving and establishing us as one of the largest integrated glass company in India. We believe that we are today best positioned to harness any immediate demand upturn and the strong demand growth of glass which we expect in the years to come. The float glass industry in India has grown at a CAGR of about 15.4 % over the last 10 years. We expect this growth momentum to continue and improve, with demand for value-added and processed glass products expected to grow at much higher rates. Further, the passenger vehicle segment in India has grown at a CAGR of about 16.8 % over the last 10 years and we expect this growth momentum to continue and even improve further. We believe that our Company has the requisite capabilities and is best positioned to fully harness the robust demand for automotive and architectural glass products, solutions and services as expected over the years and be a significant beneficiary of such growth. Increased and continuous focus on value added products to improve profitability We have been increasingly focusing and shall continue to focus on the value-added products to improve profitability. The value added range of products being manufactured by us at our various manufacturing locations include automotive glass products like zone-tempered glass for windshields, silver printed defogger glass, black ceramic printed flush fitting glass, complex windshields, backlites, sidelites and Poly Vinyl Chloride (“PVC”) encapsulated fixed glass, etc. and architectural glass products like high performance energy efficient reflective glass – AIS Ecosense, heat reflective glass – AIS Supersilver, AIS Mirrors, lacquered glass – AIS Décor, frosted glass – AIS Krystal, impact resistant glass – AIS Stronglas, burglar resistant glass – AIS Securityglas, sound resistant glass – AIS Acousticglas and AIS Vue–uPVC glass windows and doors. Such value added products with higher sale price have higher margins than normal glass products. Maintain and gain market share We aim to grow profitably and to this end will strive to maintain and gain market share. The focus will be to gain market share particularly for the value added products in the architectural glass business. In the automotive glass business, we are aiming to maintain our market share in the OEM segment and increase our market share in the after -market and other profitable segments.

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To turn around business performance and again be a profit making company We have incurred losses in the last fiscal year and for the six months period ended September 30, 2012, on account of various external and internal factors like low demand growth, high inflation, high interest rate regime, depreciation of rupee, high energy cost, operational performance, etc. To counter the effect of such factors, we have undertaken and shall continue to undertake measures towards rationalization of costs and expenses by way of alternate sourcing and localization of raw material, undertaking price corrections of our products, improving operational efficiency and harnessing and synergising all SBUs to generate additional revenue through cross selling and upselling with increased focus on value added products. Further, to achieve the aforesaid strategy, we intend to focus on excellence in all our operations and business actions to realize our mission ‘Jikko – Execution for excellence’.

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THE ISSUE

The following is a summary of the Issue. This summary should be read in conjunction with, and is qualified in its entirety by, more detailed information in the section titled “Terms of the Issue” on page 395 of this Draft Letter of Offer.

Issue Details in Brief

Equity Shares being offered pursuant to the Issue [●] Rights Entitlement [●] Equity Share for every [●] fully paid-up Equity Share held on the

Record Date Record Date [●] Issue Price per Equity Share ` [●] Face value per Equity Share ` 1/- Equity Shares subscribed and paid-up prior to the Issue

[●] Equity Shares

Equity Shares subscribed and paid-up after the Issue (assuming full subscription for and Allotment of the Rights Entitlement)

[●] Equity Shares

Terms of the Issue For more information see the section titled “Terms of the Issue” on page 395 of this Draft Letter of Offer

Use of Issue Proceeds For more information see the section titled “Objects of the Issue” on page 73 of this Draft Letter of Offer

The Company is in the process of making an application to the RBI seeking prior approval for issuance of Equity Shares to OCB Shareholders pursuant to the Issue under all applicable laws and regulations including the SEBI ICDR Regulations.

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SUMMARY FINANCIAL INFORMATION The following tables set forth summary financial information derived from the Company’s restated unconsolidated and consolidated audited financial statements of the Company for the Fiscal Years 2008, 2009, 2010, 2011 and 2012 and six-month period ended September 30, 2012 and the related notes and annexures thereto. These financial statements have been prepared in accordance with the Indian GAAP, the Companies Act and the ICDR Regulations and presented under “Financial Information” on page 195 of this Draft Letter of Offer. The summary financial information presented below should be read in conjunction with our restated standalone and consolidated financial statements, the notes thereto and “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 195 and 300 of this Draft Letter of Offer, respectively.

RESTATED UNCONSOLIDATED STATEMENT OF ASSETS AND LIA BILITIES

(` In Crores)

Particulars

As at Sep 30, As at March 31, 2012 2012 2011 2010 2009 2008

A Non-Current Assets Fixed Assets - Tangible Assets 1,216.07 1,252.11 1,117.10 1,168.63 1,343.04 1,199.07 - Intangible Assets 6.12 5.62 2.87 4.48 6.64 8.76 - Capital work-in-progress 19.99 21.16 80.79 36.36 33.80 36.56 - Impaired Assets held for disposal 1.16 1.23 1.27 1.25 1.19 1.09 Non Current Investments 15.71 15.71 8.39 6.99 6.39 5.92 Deferred Tax Assets (net) 67.83 44.17 16.15 26.97 24.08 - Long-Term Loans and Advances 49.01 50.42 99.00 80.10 65.12 70.33 Total(A) 1,375.89 1,390.42 1,325.57 1,324.78 1,480.26 1,321.73 B Current Assets Inventories 528.12 475.40 380.00 319.20 350.38 363.13 Trade Receivables 351.38 312.26 238.87 180.71 176.10 107.96 Cash and Cash Equivalents 18.18 16.63 21.68 12.18 16.87 16.39

Short-Term Loans and Advances 62.66 59.93 74.98 57.98 64.27 69.11

Other Current Assets 0.23 0.27 0.21 0.17 0.17 0.13 Total(B) 960.57 864.49 715.74 570.24 607.79 556.72 Total (X=A+B) 2,336.46 2,254.91 2,041.31 1,895.02 2,088.05 1,878.45 C Non-Current Liabilities Long-Term Borrowings 662.34 735.84 731.13 825.31 958.18 847.59 Deferred Tax Liability (net) - - - - - 32.65 Other Long-Term Liabilities 16.35 15.49 13.63 11.59 9.46 8.44 Total(C) 678.69 751.33 744.76 836.90 967.64 888.68 D Current Liabilities Short-Term Borrowings 744.54 620.59 590.03 426.66 544.64 502.72 Trade Payables 471.84 368.32 211.48 141.72 151.50 117.79 Other Current Liabilities 338.13 358.90 270.80 280.51 231.65 116.44 Short-Term Provisions 8.72 7.92 5.91 5.15 4.10 3.86 Total(D) 1,563.23 1,355.73 1,078.22 854.04 931.89 740.81 E Foreign Currency Monetary Item Translation Difference

Account (13.81) (11.80) - 0.55 (13.81) 6.43

Total(E) (13.81) (11.80) - 0.55 (13.81) 6.43 Total (Y=C+D+E) 2,228.11 2,095.26 1,822.98 1,691.49 1,885.72 1,635.92 F NET WORTH (X -Y) 108.35 159.65 218.33 203.53 202.33 242.53 Represented By: SHARE CAPITAL - Equity Shares 15.99 15.99 15.99 15.99 15.99 15.99

41

Particulars

As at Sep 30, As at March 31, 2012 2012 2011 2010 2009 2008

RESERVES & SURPLUS - Capital Redemption Reserve 13.95 13.95 13.95 13.95 13.95 13.95 - Amalgamation Reserve 6.37 6.37 6.37 6.37 6.37 6.37 - Capital Reserve 0.23 0.23 0.23 0.23 0.23 0.23 -General Reserve 155.21 155.21 155.21 155.21 155.21 155.21 - Surplus / (Deficit) Balance in Statement of Profit &

Loss (83.40) (32.10) 26.58 11.78 10.58 50.78

NET WORTH 108.35 159.65 218.33 203.53 202.33 242.53

42

RESTATED UNCONSOLIDATED STATEMENT OF PROFIT & LOSS

Particulars

6 Months Ended Sep 30, 2012

For the Year Ended March 31, 2012 2011 2010 2009 2008

A INCOME Revenue from Operations Turnover and Inter Division Transfer 1,006.59 1,816.68 1,709.07 1,429.71 1,353.98 1,174.19 Less: Inter Unit Transfers 19.08 56.00 80.37 100.03 51.20 60.37 Turnover 987.51 1,760.68 1,628.70 1,329.68 1,302.78 1,113.82 Less: Excise Duty 74.36 114.94 110.49 66.95 84.57 120.29 Net Sales 913.15 1,645.74 1,518.21 1,262.73 1,218.21 993.53 Other Income 3.18 11.96 15.96 33.14 11.57 14.62 Total (A) 916.33 1,657.70 1,534.17 1,295.87 1,229.78 1,008.15 B EXPENDITURE Cost of materials consumed 328.16 566.42 462.12 334.94 350.80 310.34 Purchase of Stock in Trade 6.57 5.99 19.47 8.42 4.44 6.77 Changes in inventories of finished goods, work-

in-progress and Stock-in-Trade (36.10) (71.54) (23.27) 40.32 4.69 (95.03)

Employee Benefits Expense 71.26 131.11 113.26 89.05 81.36 75.82 Finance Cost 85.07 147.43 127.84 127.85 124.35 84.77 Depreciation and Amortization Expense 73.22 126.53 118.37 124.48 113.51 100.53 Other Expenses 463.11 838.46 690.76 572.50 646.53 552.22 Total (B) 991.29 1,744.40 1,508.55 1,297.56 1,325.68 1,035.42 C Profit / (Loss) before Tax and extraordinary

items (74.96) (86.70) 25.62 (1.69) (95.90) (27.27)

D Provision for Tax - Current Tax - - 5.12 - 1.02 1.57

- Deferred Tax (23.66) (28.02) 10.82 (2.89) (56.72) 8.76

- MAT Credit Entitlement - - 5.12 - - - E Net Profit / (Loss) after Tax but before

extraordinary items (51.30) (58.68) 14.80 1.20 (40.20) (37.60)

Less: Extraordinary items - - - - - - Net Profit / (Loss) before Appropriation (51.30) (58.68) 14.80 1.20 (40.20) (37.60) F Net Profit / (Loss) after Tax as per the audited

Financial Statements (51.30) (58.73) 15.15 1.23 (40.60) 13.34

Adjustment for change in Accounting Policies

-AS-11 - - (0.71) (0.71) (0.73) (45.52) Restatement to prior period items -Prior period - 0.01 0.06 0.88 0.65 (1.57) -Tax adjustments - - 0.34 (0.20) 0.47 (4.14) -Quality Claims - 0.04 (0.04) 0.00 0.01 0.29 Total Adjustments - 0.05 (0.35) (0.03) 0.40 (50.94) G Net Profit / (Loss) after Tax as restated before

Appropriation (51.30) (58.68) 14.80 1.20 (40.20) (37.60)

Appropriation Capital Redemption Reserve (on redemption of

preference shares) 0.00 0.00 0.00 0.00 0.00 6.00

Net Profit / (Loss) after Appropriation (51.30) (58.68) 14.80 1.20 (40.20) (43.60) H Balance brought forward from previous year (32.10) 26.58 11.78 10.58 50.78 94.38 I Balance carried to Balance Sheet (83.40) (32.10) 26.58 11.78 10.58 50.78

43

RESTATED UNCONSOLIDATED STATEMENT OF CASH FLOW (` In Crores)

Particulars

As at Sep 30,

For the Year Ended March 31,

2012 2012 2011 2010 2009 2008 A CASH FLOW FROM OPERATING ACTIVITIES Net Profit / (Loss) before Tax as restated (74.96) (86.70) 25.62 (1.69) (95.90) (27.27) Add /(Less) : Adjustments for Depreciation/Amortisation 73.22 126.53 118.37 124.48 113.51 100.53 Reversal of Impairment Loss 0.06 0.05 (0.02) (0.10) (0.14) (0.17) (Reversal) / Diminution in the value of long term

investments - - - (0.28) 0.28 -

Interest Paid 85.07 147.43 127.84 127.85 124.35 84.77 Interest Received (1.07) (2.15) (1.62) (1.50) (1.30) (1.81) Dividend Received - - (0.01) - - (0.07) Amortisation of Foreign Currency Monetary Item

Translation Difference Account 3.06 4.28 (1.33) (0.55) 6.91 (2.15)

(Profit) / Loss on Sale of Assets 0.32 0.50 0.41 (2.59) 1.34 (1.15) Operating Profit before Working Capital changes 85.70 189.94 269.26 245.62 149.05 152.68 Adjustments for Working Capital changes : - (Increase)/ Decrease in Trade Receivables (40.40) (9.82) (83.73) (5.34) (60.50) (34.00) - Increase/ (Decrease) in Trade Payables & other Current

Liabilities 94.96 248.39 68.00 (61.86) 76.79 (15.47)

- (Increase)/Decrease in Inventories (52.72) (95.40) (60.80) 31.18 12.75 (121.68) Cash generated from / (Used in) Operations 87.54 333.11 192.73 209.60 178.09 (18.47) - Interest Paid

(85.07)

(147.43)

(127.84)

(127.85)

(124.35)

(84.77) - Increase in Foreign Currency Monetary Item Translation

Difference Account (5.07) (16.08) 0.78 14.91 (27.15) 8.58

- Direct Tax Paid 0.00 0.00 (5.12) 0.00 (1.02) (1.57) NET CASH INFLOW/ (USED) IN OPERATING

ACTIVITIES (2.60) 169.60 60.55 96.66 25.57 (96.23)

B CASH FLOW FROM INVESTING ACTIVITIES - Purchase of Fixed Assets including CWIP and capital

advances (37.42) (206.28) (117.55) 36.62 (252.90) (57.01)

- Sale of Fixed Assets 0.59 1.12 2.24 7.58 1.41 4.61 - Purchase of Investments - (7.32) (1.40) (0.32) (0.75) - - Dividend Received - - 0.01 - - 0.07 - Interest Received 1.07 2.15 1.62 1.50 1.30 1.81 NET CASH INFLOW / (USED) IN INVESTING

ACTIVITIES (35.76) (210.33) (115.08) 45.38 -250.94 (50.52)

C CASH FLOW FROM FINANCING ACTIVITIES - Redemption of Preference Shares - - - - - (6.00) - Proceeds from Long Term Borrowings 24.56 229.84 112.04 244.10 229.73 77.19 - Repayment of Long Term Borrowings (107.80) (224.38) (211.16) (208.87) (45.78) (37.09) - Increase / (Decrease) from Short Term Borrowings 123.95 30.56 163.37 (181.90) 41.92 111.60 NET CASH INFLOW/ (USED) IN FINANCING

ACTIVITIES 40.71 36.02 64.25 (146.67) 225.87 145.70

NET CASH AND CASH EQUIVALENTS INFLOW/(USED)

2.35 (4.71) 9.72 (4.63) 0.50 (1.05)

CASH AND CASH EQUIVALENTS (OPENING BALANCE)

15.61 20.32 10.60 15.23 14.73 15.78

CASH AND CASH EQUIVALENTS (CLOSING

BALANCE) 17.96 15.61 20.32 10.60 15.23 14.73

44

RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABI LITIES (` In Crores)

Particulars As at Sep 30, 2012

As at March 31, 2012 2011 2010 2009 2008 A Non-Current Assets Fixed Assets - Tangible Assets 1,271.78 1,309.92 1,169.97 1,219.91 1,401.73 1,245.01 - Intangible Assets 7.14 6.76 3.21 4.75 6.92 9.05 - Capital work-in-progress 21.91 23.07 87.44 37.44 33.91 41.02 - Impaired Assets held for disposal 1.16 1.23 1.27 1.25 1.19 1.09 Non Current Investments 12.56 12.22 7.28 6.88 5.97 5.58 Deferred Tax Assets (net) 67.77 44.15 16.16 26.97 24.08 - Long-Term Loans and Advances 39.47 40.88 58.77 47.96 41.20 49.65 Total(A) 1,421.79 1,438.23 1,344.10 1,345.16 1,515.00 1,351.40 B Current Assets Inventories 537.96 485.04 389.62 323.33 355.13 365.65 Trade Receivables 293.96 262.68 223.44 176.32 174.63 105.27 Cash and Cash Equivalents 20.10 17.95 26.91 15.92 18.38 17.47 Short-Term Loans and Advances 61.98 55.57 78.53 58.16 66.51 76.82 Other Current Assets 0.23 0.27 0.21 0.16 0.14 0.10 Total(B) 914.23 821.51 718.71 573.89 614.79 565.31 C Foreign Currency Monetary Item

Translation Difference Account 13.81 11.80 - - 13.81 -

Total (C) 13.81 11.80 - - 13.81 - Total (X=A+B+C) 2,349.83 2,271.54 2,062.81 1,919.05 2,143.60 1,916.71 D Non-Current Liabilities Long-Term Borrowings 662.63 736.76 739.12 842.28 988.70 880.70 Deferred Tax Liability (net) - - - - - 32.65 Other Long term Provisions 0.21 0.30 0.18 0.19 0.18 0.10 Other Long-Term Liabilities 16.77 16.05 13.67 11.59 9.46 9.95 Total(D) 679.61 753.11 752.97 854.06 998.34 923.40 E Current Liabilities Short-Term Borrowings 745.39 621.64 590.03 426.66 544.64 502.71 Trade Payables 466.29 356.70 200.76 142.53 154.90 125.55 Other Current Liabilities 355.70 382.21 296.89 291.84 244.81 115.41 Short-Term Provisions 8.89 8.05 6.49 4.85 4.04 3.32 Total(E) 1,576.27 1,368.60 1,094.17 865.88 948.39 746.99 F Foreign Currency Monetary Item

Translation Difference Account - - - 0.55 - 6.43

Total(F) - - - 0.55 - 6.43 Total (Y=D+E+F) 2,255.88 2,121.71 1,847.14 1,720.49 1,946.73 1,676.82 G NET WORTH (X -Y) 93.95 149.83 215.67 198.56 196.87 239.89 Represented By: SHARE CAPITAL - Equity Shares 15.99 15.99 15.99 15.99 15.99 15.99 - Share Application money pending

allotment* - - 0.20 - - -

MINORITY INTEREST - Capital 1.23 1.23 0.68 0.68 1.02 0.97 - Reserves and Surplus (2.86) (2.03) (0.91) (1.39) (1.46) (0.85)

45


As at March 31, 2012 2011 2010 2009 2008

RESERVES & SURPLUS

- Capital Redemption Reserve 13.95 13.95 13.95 13.95 13.95 13.95 - Amalgamation Reserve 6.37 6.37 6.37 6.37 6.37 6.37 - Capital Reserve 0.23 0.23 0.23 0.23 0.23 0.23 - General Reserve 156.85 156.85 156.85 156.85 156.85 157.11 - Closing Balance in Statement of Profit &

Loss (97.81) (42.76) 22.31 5.88 3.92 46.12

NET WORTH 93.95 149.83 215.67 198.56 196.87 239.89 * This represents amount received by a subsidiary, GX Glass Sales & Services Ltd. from other than Holding Company, against which shares were allotted during FY 2011-12.

46

RESTATED CONSOLIDATED STATEMENT OF PROFIT & LOSS

(` In Crores) Particulars 6 Months

Ended Sep 30, 2012


A INCOME Revenue from Operations Turnover and Inter Division Transfer 1,033.27 1,878.41 1,774.36 1,473.03 1,383.87 1,183.17 Less: Inter Unit Transfers 31.77 82.92 106.84 112.85 60.99 67.12 Turnover 1,001.50 1,795.49 1,667.52 1,360.18 1,322.88 1,116.05 Less: Excise Duty 74.63 115.38 110.49 66.95 84.57 120.29 Net Sales 926.87 1,680.11 1,557.03 1,293.23 1,238.31 995.76 Sale of Services 0.53 1.14 0.70 - - - Other Income 2.71 10.54 16.28 32.82 9.29 12.22 Total (A) 930.11 1,691.79 1,574.01 1,326.05 1,247.60 1,007.98 B EXPENDITURE Cost of materials consumed 330.42 565.74 468.52 341.53 355.42 308.73 Purchase of Stock in Trade 7.56 12.80 19.80 11.70 4.44 6.77 Changes in inventories of finished goods, work-in-

progress and Stock-in-Trade (37.05) (69.42) (26.33) 40.18 4.24 -95.62

Employee Benefits Expense 77.18 143.21 121.41 93.25 85.56 78.46 Finance Cost 85.38 148.23 128.79 129.38 127.00 84.92 Depreciation and Amortization Expense 76.06 131.91 122.89 129.02 117.07 101.86 Other Expenses 470.39 854.09 711.62 582.53 652.22 555.65 Total (B) 1,009.94 1,786.56 1,546.70 1,327.59 1,345.95 1,040.77 C Profit / (Loss) before Tax and extraordinary

items (79.83) (94.77) 27.31 (1.54) (98.35) (32.79)

D Provision for Tax - Current Tax 0.03 0.02 5.46 - 1.09 1.63 - Deferred Tax (23.62) (27.99) 10.80 (2.89) (56.72) 8.76 - MAT Credit Entitlement 0.03 0.02 5.46 - - - E Net Profit /(Loss) after Tax but before


Less: Extraordinary items - - - - - - Share of Profit of Associates 0.33 0.59 0.40 0.68 (0.09) (0.34) Minority Interest 0.83 1.12 -0.48 -0.07 0.61 1.04 Net Profit / (Loss) before Appropriation (55.05) (65.07) 16.43 1.96 (42.20) (42.48) F Net Profit / (Loss) after Tax as per the audited


Adjustment for change in Accounting Policies -AS-11 - - (0.71) (0.71) (0.73) (45.52) -AS-26 - - - - 0.02 0.02 Restatement to prior period items -Prior period - 0.01 0.06 0.88 0.65 (1.57) -Tax adjustments - - 0.34 (0.20) 0.47 (4.14) -Quality Claims - 0.04 (0.04) - 0.01 0.29 Total Adjustments - 0.05 (0.35) (0.03) 0.42 (50.92) G Net Profit / (Loss) after Tax as restated (55.05) (65.07) 16.43 1.96 (42.20) (42.48) Appropriations Capital Redemption Reserve (on redemption of

preference shares) - - - - - 6.00

47

Particulars 6 Months Ended Sep 30, 2012


Net Profit / (Loss) after Appropriation (55.05) (65.07) 16.43 1.96 (42.20) (48.48) H Balance brought forward from previous year (42.76) 22.31 5.88 3.92 46.12 94.60 I Balance carried to Balance Sheet (97.81) (42.76) 22.31 5.88 3.92 46.12

RESTATED CONSOLIDATED STATEMENT OF CASH FLOW

(` In Crores)

Particulars 6 Month Ended Sep 30, 2012


A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax as restated 79.83 94.77 27.31 1.54 98.35 32.79 Add /(Less) : Adjustments for Depreciation/Amortization 76.06 131.91 122.89 129.02 117.07 101.86 Reversal of Impairment Loss 0.06 0.05 (0.02) (0.10) (0.14) (0.17) Diminution in the value of long term

investments - - - (0.28) 0.28 -

Interest Paid 85.38 148.23 128.79 129.38 127.00 84.92 Interest Received (0.58) (1.34) (0.79) (0.63) (0.43) (0.24) Dividend Received - - -0.01 - - (0.07) (Profit)/Loss on sale of Current investments - - - - - (0.05) Deferred Revenue Expenditure written off - - 0.05 - - - Amortization of Foreign Currency Monetary

item Translation Account 3.06 4.28 (1.33) (0.55) 6.90 (2.15)

(Profit)/ Loss on Sale of Assets 0.32 0.50 0.41 (2.59) 1.34 0.19 Operating Profit before Working Capital

changes 84.47 188.86 277.30 252.71 153.67 151.50

Adjustments for Working Capital changes

:

- (Increase)/Decrease in Trade Receivables & Advances

(36.24) (17.49) (73.59) 8.47 (53.01) (17.20)

- Increase/(Decrease) in Trade Payables & other Current Liabilities

100.77 247.78 71.94 (65.20) 76.61 (10.92)

- (Increase)/Decrease in Inventories (52.92) (95.42) (66.29) 31.80 10.52 (124.20) Cash generated from/ (Used in) Operations 96.08 323.73 209.36 227.78 187.79 (0.82) - Interest Paid (85.38) (148.23) (128.79) (129.38) (127.00) (84.92) - (Increase)/Decrease in Foreign Currency

Monetary Fund (5.07) (16.08) 0.78 14.91 (27.14) 8.58

- Direct Tax Paid 0.00 0.00 0.00 0.00 (1.09) (1.63) NET CASH INFLOW/ (USED) IN

OPERATING ACTIVITIES 5.63 159.42 81.35 113.31 32.56 (78.79)

B CASH FLOW FROM INVESTING

ACTIVITIES

- Purchase of Fixed Assets (38.04) (193.64) (128.79) 33.61 (265.55) (109.56) - Sale of Fixed Assets 0.58 1.13 2.22 11.89 1.82 4.62 - Purchase on Investments - (4.37) (0.05) (0.32) (0.76) - - Sale of Investments - - - - - 0.36 - Dividend Received - - 0.01 - - 0.07 - Interest Received 0.58 1.34 0.79 0.63 0.43 0.24

48



NET CASH INFLOW/ (USED) IN INVESTING ACTIVITIES

(36.88) (195.54) (125.82) 45.81 (264.06) (104.27)

C CASH FLOW FROM FINANCING

ACTIVITIES

- Proceeds from Issuance of Equity Share Capital

- 0.35 0.20 - 0.04 0.05

- Redemption of Preference Shares - - - - - -6.00 - Proceeds from Long Term Borrowings 24.64 232.02 113.44 244.10 239.12 112.54 - Repayment of Long Term Borrowing (114.19) (236.48) (221.33) (287.64) (48.66) (37.09) - Increase / (Decrease) from Short Term

Borrowings 123.75 31.61 163.37 (117.98) 41.93 111.59

NET CASH INFLOW/ (USED) IN

FINANCING ACTIVITIES 34.20 27.50 55.68 (161.52) 232.43 181.09

NET CASH AND CASH EQUIVALENTS

INFLOW/(USED) 2.95 (8.62) 11.21 (2.40) 0.93 (1.97)

CASH AND CASH EQUIVALENTS

(OPENING BALANCE) 16.93 25.55 14.34 16.74 15.81 17.78

CASH AND CASH EQUIVALENTS

(CLOSING BALANCE) 19.88 16.93 25.55 14.34 16.74 15.81

49

GENERAL INFORMATION

Dear Equity Shareholder(s), Pursuant to the resolution passed by our Board on October 10, 2012, it has been decided to make the following rights offer to the Equity Shareholders, with a right to renounce: ISSUE OF [●] EQUITY SHARES OF FACE VALUE ` 1 EACH (“EQUITY SHARES”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE INCLUDING A PREMIUM OF ` [●] PER EQUITY SHARE AGGREGATING UP TO ` 250 CRORES TO THE EQUITY SHAREHOLDERS OF THE COMPANY ON RIGHTS BASIS IN THE RATIO OF [ ●] EQUITY SHARES FOR EVERY [ ●] EQUITY SHARES HELD ON THE RECORD DATE, [●] (THE “ISSUE”). THE ISSUE PRICE IS [ ●] TIMES OF THE FACE VALUE OF THE EQUITY SHARE. THE ENTIRE ISSUE PRICE FOR THE EQ UITY SHARES WILL BE PAID ON APPLICATION. FOR MORE DETAILS, SEE THE SECTION TITL ED “TERMS OF THE ISSUE” ON PAGE 395 OF THIS DRAFT LETTER OF OFFER. History Our Company was originally incorporated as “Indian Auto Safety Glass Private Limited” on December 10, 1984 under the Companies Act. Subsequently, the name was changed to “Asahi India Safety Glass Private Limited” pursuant to a special resolution of the shareholders passed at the EGM held on June 5, 1985 and a fresh certificate of incorporation was issued by the RoC on July 26, 1985. The status of the Company was changed to a public limited company by a special resolution of the shareholders passed at the EGM held on December 31, 1985 and a fresh certificate of incorporation was issued by the RoC on February 7, 1986. Consequently, the name of our Company was changed to “Asahi India Glass Limited” pursuant to a special resolution of the shareholders passed on September 14, 2002 and a fresh certificate of incorporation was issued by the RoC on September 26, 2002. For more information on the changes in the name and registered office of the Company, see the section titled “History and Certain Corporate Matters” on page 121 of this Draft Letter of Offer. Registered Office of the Company 2nd Floor, Industrial Shed No. 38, Okhla Industrial Estate, Phase – III, New Delhi -110 020. Tel: +91 (11) 4100 1690 - 4945 4900 Fax: +91 (11) 4945 4999 Website: www.asahiindia.com Email: [email protected] Corporate Office of the Company 5th Floor, Tower – B, Global Business Park, Mehrauli – Gurgaon Road, Gurgaon, Haryana, 122 002 Tel: +91 (124) 4062212-19 Fax: +91 (124) 4062288/44 Email: [email protected] Corporate Identity Number: L26102DL1984PLC019542 Registration Number: 19542 Listing The Equity Shares of our Company are presently listed on the BSE and the NSE. Registrar of Companies

50

Our Company is registered with the Registrar of Companies described below: Registrar of Companies, National Capital Territory of Delhi and Haryana 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi - 110 019, India. Tel: +91 (11) 2623 5703 - 04 Fax: +91 (11) 2623 5702 Board of Directors Under the Articles of Association, our Company is required to have not less than 3 and not more than 15 Directors. Our Company currently has 10 Directors on its Board, 5 of which are independent Directors. The following table sets forth details regarding our Board as of the date of filing the Draft Letter of Offer.

S. No. Name, designation, father's name tenure, DIN and

occupation

Age (years)

Address

1. B.M. Labroo Non-Executive Director and Chairman S/o Late S. N. Labroo Tenure: Liable to retire by rotation DIN: 00040433 Occupation: Industrialist

81 “Ashiana”, Khasra No. 61/18/22, Kangan Heri – Chhawla Marg, Village – Chhawla, New Delhi – 110071.

2. Sanjay Labroo Managing Director and Chief Executive Officer S/o B.M. Labroo Tenure: 5 years from February 19, 2009, i.e. up to February 18, 2014 DIN: 00009629 Occupation: Entrepreneur and Industrialist

51 6, Green Avenue Lane, Off Green Avenue, Kishangarh, New Delhi-110 070.

3. Hideaki Nohara**

Deputy Managing Director and C.T.O. (Auto) S/o Ishimatsu Nohara Tenure: 4 years from August 12, 2009, i.e. up to August 11, 2013

58 B-73, Westend Heights, DLF Phase-V, Gurgaon – 122001, India

51


occupation

Age (years)

Address

DIN: 02752701 Occupation: Service

4. Kimikazu Ichikawa**

Non-Executive Director S/o Takeo Ichikawa Tenure: Liable to retire by rotation DIN: 03119435 Occupation: Service

54 705-182 Ota, Kamisu-city, Ibaraki-prefecture, 314-0254, Japan

5. Surinder Kapur Independent Director S/o Late S.P. Kapur Tenure: Liable to retire by rotation DIN: 00062481 Occupation: Indstrialist

69 11, The Green, Rajokari, New Delhi.

6. Rahul Rana Independent Director S/o S.S. Rana Tenure: Liable to retire by rotation DIN: 00476406 Occupation: Service

49 28, Leonie Hill, Tower A, Apartment 24-28, Singapore – 239227.

7. Shinzo Nakanishi*

Non-Executive Director S/o Shintaro Nakanishi Tenure: Liable to retire by rotation DIN: 00108491 Occupation: Service

65 Room No. 572, Hotel Leela, Gurgaon, Haryana.

8. Keiichi Nakagaki Independent Director S/o Soichi Nakagaki Tenure: Liable to retire by rotation

60 27, Golf Links, New Delhi - 110003.

52


occupation

Age (years)

Address

DIN: 02165974 Occupation: Service

9. Gautam Thapar Independent Director S/o B.M. Thapar Tenure: Liable to retire by rotation DIN: 00012289 Occupation: Industrialist

51 E-16, Pushpanjali Farms, Bijwasan, New Delhi – 110061.

10. Gurvirendra Singh Talwar Independent Director S/o Rajendra Singh Talwar Tenure: Not Applicable DIN: 00559460 Occupation: Entrepreneur

64 19, Phillimore Place, Kensington, London, W87BY, United Kingdom.

* Nominee of MSIL. ** Nominee of AGCL. All the Directors of our Company are Indian nationals except Mr. Hideaki Nohara, Mr. Kimikazu Ichikawa, Mr. Shinzo Nakanishi and Mr. Keiichi Nakagaki, who are Japanese nationals and Mr. Rahul Rana, who is a national of the United States of America. Mr. Ichikawa is presently residing in Japan and Mr. Rahul Rana is presently residing in Singapore, while Mr. Nohara, Mr. Nakagaki and Mr. Nakanishi are presently residing in India. Further, Mr. Gurvirendra Singh Talwar is a non-resident Indian presently residing in the United Kingdom. For further details and profile of our Directors, see the section titled “Our Management” on page 139 of this Draft Letter of Offer. Company Secretary and Compliance Officer Our Company Secretary and Compliance Officer is Mr. Gopal Ganatra. His contact details are as follows: Mr. Gopal Ganatra 5th Floor, Tower – B, Global Business Park, Mehrauli – Gurgaon Road, Gurgaon, Haryana, India Tel: +91 (124) 4062212-19 Fax: +91 (124) 4062288/44 Email: [email protected] Registrar to the Issue Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West)

53

Mumbai 400 078 Tel: (022) 2596 7878 Fax: (022) 2596 0329 E-mail: [email protected] Investor Grievance e-mail: [email protected] Website: www.linkintime.co.in Contact Person: Pravin Kasare SEBI Registration No.: INR000004058 Investors may contact the Registrar to the Issue or the Company Secretary and Compliance Officer for any pre-Issue/post-Issue related matter. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the SCSB, giving full details such as name, address of the Applicant, number of Equity Shares applied for, Amount blocked, ASBA Account number and the Designated Branch of the SCSB where the Application Form was submitted by the ASBA Investors. Lead Managers to the Issue AXIS CAPITAL LIMITED 1st Floor, Axis House, C-2 Wadia International Centre P.B. Marg, Worli, Mumbai- 400025 Telephone: (+91 22) 4325 2525 Facsimile: (+91 22) 4325 3000 Email: [email protected] Website: www.axiscapital.com Investor Grievance Email: [email protected] Contact Person: Kanika Sarawgi SEBI Registration Number: INM000012029

YES BANK LIMITED 27th Floor, Tower II, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone (W), Mumbai – 400 013 Maharashtra, India Contact Person: Ankur Singla / Ajay Shete Tel: +91 22 3366 9000 Fax: +91 22 2421 4508 Email: [email protected] Investor grievance: [email protected] Website: www.yesbank.in SEBI Registration No.: INM000010874

Legal Counsel to the Company and the BRLMs AZB & Partners Plot No. A8, Sector 4, Noida - 210 301, Uttar Pradesh, India. Tel: +91 (120) 4179 999 Fax: +91 (120) 4179 900 Self-Certified Syndicate Banks (“SCSBs”) The list of banks that have been notified by SEBI to act as SCSBs for the Applications Supported by Blocked Amount (“ASBA”) Process are available at the SEBI website (URL reference: http:// www.sebi.gov.in/pmd/scsb.html). Details relating to designated branches of SCSBs collecting the ASBA forms, are available at the above mentioned link. On allotment, the amount would be unblocked and the account would be debited only to the extent required to pay for the Rights Shares allotted. Please note that in accordance with the provisions of the SEBI circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011, all Applicants who are QIBs or Non Institutional Investors shall mandatorily make use of ASBA facility. Retail Individual Investors may optionally apply through the ASBA process provided that they are eligible ASBA Investors (as per the conditions of the SEBI circular dated December 30, 2009). The Equity Shareholders are required to fill the ASBA Form and submit the same to their Self Certified Syndicate Banks (“SCSB”) which in turn

54

will block the amount as per the authority contained in the ASBA Form and undertake other tasks as per the specified procedure. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the SCSB, giving full details such as name, address of the applicant, number of Rights Shares applied for, Amount blocked, ASBA Account number and the Designated Branch of the SCSB where the CAF was submitted by the ASBA Investors. For more details on the ASBA process, please refer to the details given in CAF and also please refer to the section titled “Terms of the Issue” on page 395 of this Draft Letter of Offer. Bankers to the Issue [Will be determined prior to filing of the Letter of Offer.] Refund Banker [Will be determined prior to filing of the Letter of Offer.] Auditor to our Company Jagdish Sapra & Co., Chartered Accountant 23, Prakash Apartment, 5 Ansari Road, Darya Ganj, New Delhi - 110002 Tel: +91 (11) 4156 3112 Fax: +91 (11) 41563115 Firm Registration No: 001378N Contact Person: Mr. Vipal Kalra Email: [email protected] Bankers to our Company HDFC Bank Limited 2nd Floor, Vatika Atrium, Block – A, Golf Course Road, Sector – 53, Gurgaon – 122002 Tel: +91 (124) 4664345 Fax: +91 (124) 4664318 Email: [email protected] Website: www.hdfcbank.com Contact Person: Amit Singh

The Bank of Tokyo Mitsubhishi UFJ Limited Jeevan Vihar, 3 Parliament Street, New Delhi – 110001 Tel: +91 (11) 41003456 Fax: +91 (11) 41003155 Contact Person: Rohit Bhageria

Standard Chartered Bank 7A DLF Building, DLF Cyber City, Sector 24 & 25, Gurgaon - 122002 Tel: +91 (124) 4876462 Fax: +91 (124) 4876081 Website: www.standardchartered.co.in Email: [email protected] Contact Person: Lokesh Bahl

State Bank of Hyderabad Overseas Branch, Ashok Mahal, 1204 Tulloch Marg, Colaba, Mumbai – 400039 Tel: +91 (22) 22820177 Fax: +91 (22) 22851321 Email: [email protected] Website: www.sbhyd.cm Contact Person: Bhanu Singh

The Mizuho Corporate Bank Limited Maker Chamber – III, Jamnalal Bajaj Road, Nariman Point, Mumbai – 400021 Tel: +91 (22) 22886638

ICICI Bank Limited Regional Offical, ICICI Tower, NBCC Place, Pragati Vihar, Bhisham Pitamah Marg, New Delhi – 110003

55

Fax: +91 (22) 22886640 Email: [email protected] Website: www.mizuhohocbk.com Contact Person: Gizelle Hurtis D Souza

Tel: +91 (11) 42218314 Fax: +91 (11) 24365231 Email: [email protected] Website: www.icicibank.com Contact Person: Suhasini Beri

State Bank of Mauritius SBM Tower, 1, Queen Elizabeth – II, Avenue, Port Louis, Republic of Mauritius Tel: + (230) 2021111 Fax: + (230) 2021234 Email: [email protected] Website: www.sbmgroup.mu Contact Person: Arvind K. Jha

The Jammu and Kashmir Bank Limited G-40,Connaught Place, New Delhi-110001 Tel: +91 (11) 23352102/103 Fax: +91 (11) 41627506 Email: [email protected] Website: www.jkbank.net Contact Person: Jitendra Sharma, Ravinder Gurtoo

YES Bank Limited D-12, South Extension II, New Delhi – 110049 Tel: +91 (11) 46029040 Fax: + 91 (11) 26254000 Email: [email protected] Website: www.yesbank.in Contact Person: Sudhir Singhla

State Bank of India Corporate Accounts Group Branch, 11th and 12th Floor, Jawahar Vyapar Bhawan, 1, Tolstoy Marg, Janpath New Delhi-110 001. Tel: +91 (11) 23701040 Fax: +91 (11) 23353101 Email: [email protected] Website: www.sbi.co.in Contact Person: Sandeep Mishra

Statement of inter-se allocation of responsibilities of the Lead Managers The responsibilities and co-ordination for the various activities for the Issue are as follows: S.

No. Activities Responsibility Co-ordination

1. Capital structuring with the relative components and formalities such as composition of debt and equity, type of instruments, etc.

Axis Capital Limited and YES Bank Limited

Axis Capital Limited

2. Drafting and design of the offer document and of the advertisement or publicity material including newspaper advertisement and brochure or memorandum containing salient features of the offer document.



3. Selection of various agencies connected with issue, such as registrars to the issue, printers, advertising agencies, etc.



4. Liaisoning with the Stock Exchanges and SEBI, including for obtaining in-principle listing approval and completion of prescribed formalities with the Stock Exchanges and SEBI.



5. Marketing of the issue, which shall cover, inter alia, formulating marketing strategies, preparation of publicity budget, arrangements for selection of (i) ad-media, (ii) centres for holding conferences of stock brokers, investors, etc., (iii) bankers to the issue, (iv) collection centres, (v) brokers to the issue, and (vi) underwriters and underwriting arrangement, distribution of publicity and issue material including application form, letter of offer and brochure and deciding upon the quantum of issue material.



6. Post-issue activities, which shall involve essential follow-up steps including follow-up with bankers to the issue and Self Certified Syndicate Banks to get quick estimates of collection and advising the issuer about the closure of the issue, based on correct figures, finalisation of the basis of allotment or weeding out of multiple applications, listing of instruments, dispatch of certificates or demat credit and


YES Bank Limited

56

S. No.

Activities Responsibility Co-ordination

refunds and coordination with various agencies connected with the post-issue activity such as registrars to the issue, bankers to the issue, Self Certified Syndicate Banks, etc.

Even if any of these activities are being handled by other intermediaries, the Lead Managers shall be responsible for ensuring that these agencies fulfill their functions and enable it to discharge this responsibility through suitable agreements with our Company. Issue Schedule The subscription will open upon the commencement of the banking hours and will close upon the close of banking hours on the dates mentioned below: Issue Opening Date: [●] Last date for receiving requests for SAFs: [●] Issue Closing Date: [●]

Impersonation As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act which is reproduced below: “Any person who makes in a fictitious name an application to a company for acquiring, or subscribing for, an shares therein, or otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years”. Credit Rating As this is an Issue comprising only Equity Shares, credit rating is not required. Listing of Securities The Equity Shares of our Company are presently listed on the NSE and BSE. The Equity Shares of our Company were originally listed on the Ahmedabad Stock Exchange, Delhi Stock Exchange, NSE, Calcutta Stock Exchange and BSE on March 14, 1987, March 17, 1987, March 18, 1998, March 21, 1987 and August 27, 1987, respectively. Subsequently, the Equity Shares of our Company were de-listed from Ahmedabad Stock Exchange, Delhi Stock Exchange and Calcutta Stock Exchange on April 8, 2004, March 31, 2004 and December 10, 2008 respectively. Trustee As this is an Issue of Equity Shares, the appointment of trustees is not required. Monitoring Agency As the Issue is an issue of Equity Shares aggregating to an amount not exceeding ` 500 crores, no monitoring agency is required to be appointed in respect of the Issue. Expert Except for (i) the report of the Auditors of our Company on the restated unconsolidated and consolidated audited financial statements of the Company for the Fiscal Years 2008, 2009, 2010, 2011 and 2012 and six-month period ended September 30, 2012 and the related notes and annexures thereto, prepared in accordance with the Indian GAAP, the Companies Act and the SEBI ICDR Regulations; and (ii) the statement of tax benefits, we have not

57

obtained any other expert opinions. Project Appraisal None of the purposes for which the Net Proceeds are proposed to be utilised have been financially appraised by any bank or financial institution. Underwriting Our Company is currently contemplating entering into an underwriting agreement with underwriters for underwriting this Issue. The details of such underwriting agreement, if entered into, shall be included in the Letter of Offer to be filed with the Stock Exchanges pursuant to receipt of SEBI’s observations on this Draft Letter of Offer. Our Company shall ensure that the underwriters appointed shall have sufficient resources to enable them to discharge their underwriting obligations in full. Declaration by Board on creation of separate account The Board of Directors declare that the moneys received pursuant to this Issue will be kept in a separate bank account as per the provisions of sub-section (3) of Section 73 of the Companies Act and that such moneys will be released by the said bank only after permission is obtained from all the Stock Exchanges mentioned in this Draft Letter of Offer. Minimum Subscription If our Company does not receive the minimum subscription of 90% of the Issue, or the subscription level falls below 90%, after the Issue Closing Date on account of cheques being returned unpaid or withdrawal of applications, our Company shall refund the entire subscription amount received within 15 days from the Issue Closing Date. If there is delay in the refund of the subscription amount by more than 8 days after our Company becomes liable to pay the subscription amount (i.e. 15 days after the Issue Closing Date), our Company will pay interest for the delayed period at 15.00% per annum as prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act. Subscription by the Promoters (a) Mr. B.M. Labroo and Mr. Sanjay Labroo (collectively referred to as the “Labroo Family”)

The Labroo Family shall fully subscribe for their Rights Entitlement pursuant to the Issue. The Labroo Family reserves the right to subscribe for their Rights Entitlement either by themselves and/or through one or more entities controlled by them, including, by subscribing for Equity Shares pursuant to any renunciation made by any member of the Promoter Group to another member of the Promoter Group. The Labroo Family intends to apply for Equity Shares of the Company in addition to their Rights Entitlement to the extent of undersubscribed portion of the Issue (“Undersubscribed Shares”), subject to (a) obtaining any approvals required under applicable law; and (b) them not crossing the threshold limit under Regulations 3(1), 3(2) read along with 3(3) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. Such subscription for Equity Shares over and above the Labroos Family’s Rights Entitlement, if allotted, may result in an increase in their percentage shareholding. Such acquisition by the Labroo Family of additional Equity Shares of the Company shall not result in a change of control of the management of the Company. The subscription by the Labroo Family and/or members of the Promoter Group of the Equity Shares in the Issue and the allotment of the Equity Shares will not be in breach of minimum public shareholding requirement specified under Clause 40A of the Listing Agreement. Further, individuals/entities belonging to the Promoter Group and holding Equity Shares in the Company have undertaken that they shall either subscribe to the Equity Shares upto their entitlement pursuant to the Issue or renounce such Equity Shares in favour of Mr. Sanjay Labroo and/or his nominee only.

(b) Asahi Glass Co. Limited, Japan (“AGC”)

58

AGC has expressed its intention that it shall fully subscribe for its Rights Entitlement pursuant to the Issue. AGC reserves the right to subscribe for its Rights Entitlement either by itself and/or through one or more entities controlled by it, including by subscribing for Equity Shares pursuant to any renunciation made by any member of the Promoter Group to another member of the Promoter Group. AGC intends to apply for Equity Shares of the Company in addition to its Rights Entitlement to the extent of undersubscribed portion of the Issue (“Undersubscribed Shares”), subject to (a) obtaining any approvals required under applicable law; (b) it not crossing the threshold limit under Regulations 3(1), 3(2) read along with 3(3) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended; and (c) Mr. B.M. Labroo and Mr. Sanjay Labroo or any of their promoter group entities equally subscribing to the Undersubscribed Shares as well as their Rights Entitlement. Such subscription for Equity Shares over and above AGC’s Rights Entitlement, if allotted, may result in an increase in its percentage shareholding, provided, however that in no event AGC’s final percentage shareholding after the Issue shall reach 25%. Further, the acquisition by AGC of additional Equity Shares of the Company shall not result in a change of control of the management of the Company. AGC intends that the subscription by AGC of the Equity Shares in the Issue and the allotment of the Equity Shares will not be in breach of minimum public shareholding requirement specified under Clause 40A of the Listing Agreement.

(c) Maruti Suzuki India Limited (“MSIL”) MSIL shall fully subscribe for its Rights Entitlement pursuant to the Issue. MSIL reserves the right to subscribe

for its Rights Entitlement either by itself and/or through one or more entities controlled by MSIL, including by subscribing for Equity Shares pursuant to any renunciation made by any member of the Promoter Group to another member of the Promoter Group. The subscription by MSIL and/or members of the Promoter Group of the Equity Shares in the Issue and the allotment of the Equity Shares will not be in breach of minimum public shareholding requirement specified under Clause 40A of the Listing Agreement. MSIL shall subscribe to its Rights Entitlement only pursuant to the Issue, and not subscribe to any additional Equity Shares over and above its Rights Entitlement to the extent of the undersubscribed portion of the Issue.

For further details of under subscription and allotment to the Promoter and Promoter Group, please refer to “Basis of Allotment” below under the section titled “Terms of the Issue” on page 395 of this Draft Letter of Offer.

59

CAPITAL STRUCTURE The share capital of our Company as of the date of this Draft Letter of Offer is set forth below:

(All amounts in ̀ Aggregate Value at

nominal value Aggregate Value at

Issue Price A) AUTHORISED SHARE CAPITAL 50,00,00,000 Equity Shares of ` 1 each 50,00,00,000 90,00,000 Preference Shares of ` 10 each 9,00,00,000 6,00,000 Preference Shares of ` 100 each 6,00,00,000 B) ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE

CAPITAL BEFORE THE ISSUE

15,99,27,586 Equity Shares of ` 1 each 15,99,27,586 C) PRESENT ISSUE IN TERMS OF THIS DRAFT LETTER OF

OFFER1

Rights Issue of [•] Equity Shares of ̀ 1 each [•] [•] D) PAID-UP EQUITY SHARE CAPITAL AFTER THE ISSUE [•]Equity Shares of ̀ 1 each [•] E) SHARE PREMIUM ACCOUNT Before the Issue - After the Issue [•]

1. The Issue has been authorized under Section 81(1) of the Companies Act by a resolution of our Board dated October 10, 2012.

Changes in Authorised Share Capital The details of changes in authorised share capital of our company since Incorporation are as follows:

Date of Shareholders Resolution

Change in authorised capital

Incorporation The authorised capital of the Company at the time of incorporation was ̀ 50,00,000 divided into 5,00,000 equity shares of ` 10 each.

September 5, 1985 The authorised capital of the Company was increased from ̀ 50,00,000 divided into 5,00,000 equity shares of ` 10 each to ̀ 2,00,00,000 divided into 20,00,000 equity shares of ` 10 each.

September 29, 1986 The authorised capital of the Company was increased from ` 2,00,00,000 divided into 20,00,000 equity shares of ` 10 each to ̀ 2,50,00,000 divided into 25,00,000 equity shares of ` 10 each.

August 27, 1997 The authorised share capital of the Company was increased from ̀ 2,50,00,000 divided into 25,00,000 equity shares of ` 10 each to ̀ 5,00,00,000 divided into 50,00,000 equity shares of ` 10 each.

July 27, 2001 The authorised capital of the Company was increased from ` 5,00,00,000 divided into 50,00,000 equity shares of ` 10 each to ̀ 10,00,00,000 divided into 1,00,00,000 equity shares of ` 10 each.

September 13, 2002 Each equity share of ` 10 of the capital of the Company was sub-divided into 10 fully paid equity shares of ` 1 each. Accordingly, the authorised capital of the Company was reclassified from ` 10,00,00,000 divided into 1,00,00,000 equity shares of ` 10 each to ̀ 10,00,00,000 divided into 10,00,00,000 equity shares of ` 1 each.

60

Date of Shareholders Resolution

Change in authorised capital

April 1, 2002 Pursuant to the merger of FGIL with the Company, sanctioned by the High Court of New

Delhi by way of an order dated May 28, 2003, with effect from April 1, 2002, the authorised capital of the Company was reorganized from ` 10,00,00,000 divided into 10,00,00,000 equity shares of ̀ 1 each, to ̀ 30,00,00,000 divided into 6,00,000 preference shares of ̀ 100 each, 90,00,000 preference shares of ` 10 each, and 15,00,00,000 equity shares of ` 1 each.

July 26, 2005 The authorised share capital of the Company was increased from ̀ 30,00,00,000 divided into 6,00,000 preference shares of ` 100 each, 90,00,000 preference shares of ` 10 each, and 15,00,00,000 equity shares of ` 1 each, to ̀ 65,00,00,000 divided into 6,00,000 preference shares of ̀ 100 each, 90,00,000 preference shares of ` 10 each and 50,00,00,000 equity shares of ` 1 each.

Notes to Capital Structure 1. Share Capital History of the Company:

(a) The following is the history of the Equity Share capital of the Company:

Date of allotment

No. of Equity Shares

Face value (̀ ` ` `

Issue price (` ` ` `

Nature of consideration

Nature of Allotment Cumulative number of

Equity Shares

Cumulative equity share

capital (` ` ` `

January 8, 1985 (First Board meeting)

2 10 10 Cash Subscribers to the Memorandum of Association(1)

2 20

November 1, 1985

87,599 10 10 Cash Further Issue(2) 87,601 8,76,010

May 23, 1986

3,93,300 10 10 Cash Preferential allotment(3)

4,80,901 48,09,010

August 25, 1986

89,500 10 10 Cash Preferential allotment(4)

5,70,401 57,04,010

December 6, 1986

9,500 10 10 Cash Further Issue(5) 5,79,901 57,99,010

June 9, 1987

7,22,500 10 10 Cash Public Issue(6) 13,02,401 1,30,24,010

June 9, 1987

17,500 10 10 Cash Preferential Allotment(7)

13,19,901 1,31,99,010

June 9, 1987


13,79,901 1,37,99,010

June 9, 1987


14,29,401 1,42,94,010

June 9, 1987

23,799

10 10 Cash Preferential Allotment(10)

14,53,200 1,45,32,000

September 21, 1987

2,22,000 10 10 Cash Preferential Allotment (11)

16,75,200 1,67,52,000

September 21, 1987

1,40,900 10 10 Cash Preferential Allotment(12)

18,16,100 1,81,61,000

March 22, 1988


18,25,900 1,82,59,000

March 22, 1988


18,47,800 1,84,78,000

June 28, 1989


18,49,300 1,84,93,000

March 9, 1993

250 10 10 Cash Preferential Allotment(16)

18,49,550 1,84,95,500

61

Date of allotment


Face value (̀ ` ` `

Issue price (` ` ` `


Nature of Allotment Cumulative number of

Equity Shares

Cumulative equity share

capital (` ` ` `

July 14, 1997

450 10 10 Cash Preferential Allotment(17)

18,50,000 1,85,00,000

January 13, 1998

18,50,000 10 10 - Bonus issue (1:1)(18) 37,00,000 3,70,00,000

October 1, 2001

37,00,000 10 10 - Bonus issue (1:1)(19) 74,00,000 7,40,00,000

October 18, 2002

7,40,00,000

1 1 - Allotment pursuant to sub-division of equity shares of face value of ` 10 each into 10 equity shares of ̀ 1 each(20)

7,40,00,000 7,40,00,000

September 18, 2003

59,63,793 1 1 - Allotment pursuant to the Scheme of Amalgamation(21)

7,99,63,793 7,99,63,793

September 10, 2005

7,99,63,793

1 1 - Bonus issue (1:1)(22) 15,99,27,586 15,99,27,586

1. The subscribers of the MoA were Mr. Sanjay Labroo and Mr. P.L. Safaya, subscribing to 2 equity shares of ̀ 10 each. 2. Allotment of equity shares to Mr. S.M. Agarwal, Mr. B.M. Labroo, Ms. Manju Agarwal, Mrs. Kanta Labroo, Mr. Sanjay Labroo, Ms.

Loveleena Labroo, Mr. Ajay Labroo and Mr. Paras Ram Agarwal. 3. Allotment of equity shares to Mr. B.M. Labroo, Mrs. Kanta Labroo, Mr. Suresh Chand Agarwal, Mr. Paras Ram Agarwal, Mrs. Sushma

Agarwal, Mr. Mukesh Agarwal, Mr. Dinesh Kumar Agarwal, Mr. S.M. Agarwal, Mrs. Dhanwati Agarwal, Mr. Ashok Kumar Agarwal, Miss Manju Agarwal, Mrs. Pista Agarwal, Mr. Mundadi Sreenivasa Rao, Mrs. Malathi Raghunand, Miss M.S. Manjula, Mr. M.N. Chitanya, Mrs. M. Lakshmi, Dr. Satya Nand, Dr. Satya Nand Karta, Dr. Satya Nand-HUF, Mr. V.D. Raman, Dr.(Mrs.) Shiela Satyanand and Maruti Udyog Limited.

4. Mr. Pradeep Beniwal, Mr. Bharat Kapoor, Mrs. Krishna C. Tiku, Dr. S.K. Labroo, Mrs. Santosh Labroo, Mr. Ashok Monga, Mr. Praveen Kumar Tiku, Mr. K.L. Monga, Mrs. Chand Rani Monga, Mrs. Nirmal Anand, Mrs. Gulam Rasool, Mr. Mehbooba Rasool, Mr. K.C. Gupta, and Asahi Glass Co. Limited, Japan.

5. Mrs. Mohini Safaya, Mrs. Shanti Bhargava, Mr. Anil Monga, Mrs. Shila M. Lala and Mrs. Sunita Monga, Miss. Madhuri Safaya and Babushika Safya.

6. Allotment of equity shares pursuant to the initial public offer undertaken by our Company. 7. Allotment of equity shares to employees, directors and business associates of the Company. 8. Allotment of equity shares to non-resident Indian promoters of the Company. 9. Allotment of equity shares to non-resident Indian promoters of the Company. 10. Allotment of equity shares to Mr. B.M. Labroo, Mrs. Dhanvati Malla and Mrs. Usha Kumar. 11. Allotment of equity shares to Indo- Asahi Glass Company Limited. 12. Allotment of equity shares to Asahi Glass Company Limited, Japan. 13. Allotment of equity shares to Mr. Samir Kumar. 14. Allotment of equity shares to Asahi Glass Co. Limited, Japan. 15. Allotment of equity shares to Asahi Glass Co. limited, Japan. 16. Allotment of equity shares to Mr. Prithvi Gandhi. 17. Allotment of equity shares to Mr. B.M. Labroo. 18. Bonus issuance of equity shares to eligible members of the Company. 19. Bonus issuance of equity shares to eligible members of the Company. 20. Allotment of equity shares upon sub-division to existing shareholders of the Company. 21. Allotment of equity shares to the shareholders of FGIL pursuant to the Scheme of Arrangement. 22. Bonus issuance of equity shares to eligible members of the Company. (b) Shares Issued for Consideration other than cash or out of revaluation of reserves Sr. No.

Date of Issue/Allotment

Persons to whom Issued

No. of Shares

Consideration Reasons for the Issue

Nature of Benefits accrued to the

Issuer, if any

1. January 13, 1998 Shareholders of the Company who were holding shares in the Company as on December 12, 1997

18,50,000 - Bonus Issue -

62

Sr. No.

Date of Issue/Allotment

Persons to whom Issued

No. of Shares

Consideration Reasons for the Issue

Nature of Benefits accrued to the

Issuer, if any

2. October 1, 2001 Shareholders of the Company who were holding shares in the Company as on September 1, 2001

37,00,000 - Bonus Issue -

3. September 10, 2005

Shareholders of the Company who were holding shares in the Company as on September 2, 2005

7,99,63,793 - Bonus Issue -


Shareholders of FGIL who were holding shares in FGIL as on September 18, 2003

59,63,793 Merger of FGIL with our Company. (Equity Shares)

Pursuant to the Scheme of Arrangement.

Transfer of assets and liabilities of FGIL pursuant to the Scheme of Arrangement.


Shareholders of FGIL who were holding shares in FGIL as on September 18, 2003

79,51,724 Merger of FGIL with our Company. (Preference Shares)

Pursuant to the Scheme of Arrangement.

Transfer of assets and liabilities of FGIL pursuant to the Scheme of Arrangement.

(c) Equity Shares issued pursuant to the Scheme of Arrangement

Pursuant to the Scheme of Arrangement, ‘3’ Equity Shares of ̀ 1 each and ‘4’ 10% Cumulative Preference Shares of ̀ 10 each were allotted to the shareholders of FGIL, in exchange of every ‘8’ equity shares of FGIL held by such shareholders on September 18, 2003. For further details of the Scheme of Arrangement, please refer “History and Certain Corporate Matters” on page 121 of this Draft Letter of Offer.

(d) History of the preference share capital of our Company

The following is the history of the preference share capital of our Company: Cumulative Redeemable Preference Shares (“RPS”)

Date of allotment/

redemption No. of

preference shares

Face value (̀̀̀̀ )

Issue/ redemption price (`̀̀̀)

Allotment / redemption


September 18, 2003* 79,51,724 10 NA Allotment* -

September 23, 2004**

79,51,724 10 10 Redemption -

*Allotment to the shareholders of FGIL, pursuant to the Scheme of Arrangement. ** Pursuant to a resolution of the Board dated September 11, 2004 at a price of ` 10 per preference share, along with payment of dividend at the rate of 10% per preference share for the financial year 2004-05.

(e) Issue of Shares during the preceding one year:

Our Company has not any made issuances of Equity Shares in the preceding one year.

2. Promoters’ Contribution and Lock-in

The present Issue being a rights issue, as per regulation 34(c) of the SEBI (ICDR) Regulations, the requirement of promoters contribution and lock-in are not applicable.

3. Build-up of Promoters’ Shareholding

63

(a) The aggregate shareholding of the Promoters and details of the allotment/purchase/sale in the course of the build-up of the Promoters’ shareholding from the inception of our Company is set forth in the table below.

Nature of Issue Date of

Allotment/Purchase/Sale/

Transfer/making Shares Fully

Paid up

Number of shares

allotted / purchased /

sold/ transferred

Issue Price / Considerati

on (Cash/Consi

deration other than

Cash)

Face Value

Aggregate Number of Shares held

by Promoter

Average Issue/

Acquisition Value per

Share

A. B. M. Labroo**

Further allotment November 1,

1985 54,100 5,41,000 10 54,100 10

Further allotment May 23, 1986 80,000 8,00,000 10 1,34,100 10 Public issue June 9, 1987 21,799 2,17,990 10 1,55,899 10 Purchase September 21,

1994 1,000 10,000 10 1,56,899 10*

Purchase July 14, 1997 450 4,500 10 1,57,349 10 Bonus issue (1:1) January 13, 1998 1,57,349 - 10 3,14,698 0 Purchased March 11, 1999 10,000 18,20,000 10 3,24,698 182 Gift from Sanjay Labroo

July 26, 2000 8,000 21,84,000 10 3,32,698 273

Purchase August 28, 2000 7,650 15,01,500 10 3,40,348 196.27 Bonus issue (1:1) October 1, 2001 3,40,348 - 10 6,80,696 Purchase August 8, 2002 10,000 17,00,000 10 6,90,696 170 Purchase August 8, 2002 1,000 1,70,000 10 6,91,696 170 Sub-division of equity shares

October 18, 2002 - - 1 69,16,960 0

Bonus issue (1:1) September 10, 2005

69,16,960 - 1 1,38,33,920 0

Gift to Nisheeta Labroo April 6, 2006 50,000 - 1 1,37,83,920 0 B. Sanjay Labroo**

Subscription to Memorandum

January 8, 1985 1 10 10 1 10

Further allotment November 1, 1985

9,499 94,990 10 9,500 10

Purchase January 11, 1996 6,000 21,00,000 10 15,500 350 Purchase July 3, 1996 1,000 3,25,000 10 16,500 325 Purchase August 19, 1996 1,000 3,25,000 10 17,500 325 Bonus Issue(1:1) January 13, 1998 17,500

0 0 35,000 10

Purchase November 16, 1999

1,500 8,25,000 10 36,500 550

Purchase December 16, 1999

2,000 6,00,000 10 38,500 300

Purchase January 31, 2000 10,000 24,00,000 10 48,500 240 Purchase February 2, 2000 10,000 30,00,000 10 58,500 300 Gifted to B. M. Labroo July 26, 2000 8,000

21,84,000 10 50,500 273

Purchase July 27, 2000 12,700 34,67,100 10 63500 273 Purchase August 29, 2001 15000 5880000 10 78200 392 Bonus Issue (1:1) October 1, 2001 78200

0 0 156400 10

Purchase August 27, 2002 8000 1360000 10 164400 170 Purchase August 27, 2002 10000 1300000 10 174400 130

64

Nature of Issue Date of Allotment/Purch

ase/Sale/ Transfer/making

Shares Fully Paid up

Number of shares


sold/ transferred


on (Cash/Consi

deration other than

Cash)

Face Value


by Promoter

Average Issue/


Share

Purchase August 27, 2002 10000 1300000 10 184400 130 Purchase August 27, 2002 8000 1040000 10 192400 130 Sub-division of equity shares

October 18, 2002 - - 1 1924000 1

Purchase June 18, 2003 80000 2400000 1 2004000 30 Purchase June 23, 2003 80000 2400000 1 2084000 30 Purchase September 25,

2003 100000 1621195 1 2184000 16.21

Purchase September 25, 2003

200000 3242389 1 2384000 16.21

Purchase October 27, 2003 72000 1800000 1 2456000 25 Purchase December 30,

2003 100000 2500000 1 2556000 25

Purchase January 19, 2004 20000 2754000 1 2576000 137.7 Purchase March 19 2004 1,12,000 13440000 1 2688000 120 Purchase March 19, 2004 50000 6000000 1 2738000 120 Purchase April 10, 2004 25,000 3000000 1 2763000 120 Purchase June 16, 2004 10000 720000 1 2773000 72 Purchase February 28,

2005 10000 570000 1 2783000 57

Purchase May 16, 2005 5000 425000 1 2788000 85 Bonus Issue (1:1) September 10,

2005 2788000

- 0 5576000 1

Shares held in terms of Memorandum of Family Settlement

December 22, 2005

18,39,943 1662365 1 7415943 0.90

Shares held in terms of Memorandum of Family Settlement

December 22, 2005

18,39,943 - 1 9255886 Nil

Purchase January 9, 2006 280000 23857897 1 9535886 85.21 Purchase March 12, 2007 40000 4960000 1 9575886 124 Purchase March 22, 2007 50000 5810920 1 9625886 116.22 Purchase September 12,

2007 50000 5790111 1 9675886 115.80

Purchase July 8, 2008 115600 7124850 1 9791486 61.63 Purchase July 16, 2008 53000 2976796 1 9844486 56.16 Sold in Market August 11, 2008 (11199) 643099 1 9833287 57.42 Sold in Market August 11, 2008 (1322) 74217 1 9831965 56.14 Purchase August 13, 2008 443921 28156053 1 10275886 63.43 Purchase February 22,

2010 50000 3176000 1 10325886 63.52

Purchase June 13, 2011 23816 2183213 1 10349702 91.61 Purchase August 3, 2011 10000 890000 1 10359702 89 Purchase September 1,

2011 90000 8010000 1 10449702 89

Purchased from Open Market

November 24, 2011

6535 331400 1 10456237 50.71

C. Maruti Suzuki India Limited Further allotment 23 May, 1986 2,22,000 22,20,000 10 2,22,000 10 Bonus issue (1:1) January 13, 1998 2,22,000 - 10 4,44,000 0 Bonus issue (1:1) October 1, 2001 4,44,000 - 10 8,88,000 0

65

Nature of Issue Date of Allotment/Purch

ase/Sale/ Transfer/making

Shares Fully Paid up

Number of shares


sold/ transferred


on (Cash/Consi

deration other than

Cash)

Face Value


by Promoter

Average Issue/


Share

Sub-division of equity shares

October 18, 2002 - - 1 88,80,000 0


88,80,000 - 1 1,77,60,000 0

D. Asahi Glass Co. Limited, Japan Further allotment 25 August, 1986 57,700 5,77,000 10 57,700 10 Further allotment 21 September,

1987 1,40,900 14,09,000 10 1,98,600 10

Further allotment 22 March, 1988 21,900 2,19,000 10 2,20,500 10 Further allotment 28 June, 1989 1,500 15,000 10 2,22,000 10 Purchase from Indo-Asahi Glass Company Limited

29 September, 1995

2,22,000 10,84,35,900 10 4,44,000 488.45

Bonus issue (1:1) January 13, 1998 4,44,000 - 10 8,88,000 0 Bonus issue (1:1) October 1, 2001 8,88,000 - 10 17,76,000 0 Sub-division of equity shares

October 18, 2002 - - 1 1,77,60,000 0


1,77,60,000 - 1 3,55,20,000 0

* As per the certificate from the Auditors dated February 4, 2013, the cost of acquisition of 1,000 equity shares has been considered at ̀ 10 per share, in the absence of supportive documentary evidence. ** The promoter shareholding build-up is based on the Auditors’ certificate dated February 4, 2013

(b) As of December 31, 2012, the following Equity Shares have been pledged by the Promoters.

S. No.

Name Number of equity shares pledged

Percentage of the current paid up capital of the Company (in %)

1. B.M. Labroo 1,00,00,000 6.25 2. Sanjay Labroo 88,75,000 5.55

3. AGCL - - 4. MSIL - -

4. Shareholding Pattern

(a) The table below presents our equity shareholding patterns as per Clause 35 of the listing agreement as on December 31, 2012:

(I)(a) Statement Showing Shareholding Pattern

Name of the Company

: ASAHI INDIA GLASS LIMITED

Scrip Code : ASAHIINDIA

Quarter Ended : 31st December, 2012 31st December, 2012

Category code (I)

Category of Shareholder

(II)

Number of Sharehold

ers (III)

Total number

of shares (IV)

Number of shares held in dematerialized

form (V)

Total shareholding as a percentage of total number of shares

Shares pledged or otherwise encumbered

As a percentage

of(A+B)

(VI)

As a percentage

of (A+B+C)

(VII)

No. of shares

pledged

No. of shares

encumbered

Total (VIII)

As a percentage

(IX)= (VIII)/(IV)*1

00

66


Name of the Company :




Category code (I)


(II)

Number of Sharehold

ers (III)

Total number

of shares (IV)


form (V)



As a percentage

of(A+B)

(VI)

As a percentage

of (A+B+C)

(VII)

No. of shares

pledged

No. of shares

encumbered

Total (VIII)

As a percentage

(IX)= (VIII)/(IV)*1

00 (A) Shareholding of

Promoter and Promoter Group2

1 Indian (a) Individuals/ Hindu

Undivided Family 42 30724136 30032996 19.21 19.21 8775000 10100000 18875000 61.43

(b) Central Government/ State Government(s)

0 0 0 0.00 0.00 0 0 0 0.00

(c) Bodies Corporate 3 18409200 18409200 11.51 11.51 0 0 0 0.00 (d) Financial Institutions/

Banks 0 0 0 0.00 0.00 0 0 0 0.00

(e) Any Others 0 0 0 0.00 0.00 0 0 0 0.00 (e-i) 0 0 0 0.00 0.00 0 0 0 0.00 (e-ii) 0 0 0 0.00 0.00 0 0 0 0.00

Sub Total(A)(1) 45 49133336 48442196 30.72 30.72 8775000 10100000 18875000 38.42 2 Foreign a Individuals (Associates

of Labroo Family) (Non-Residents Individuals/ Foreign Individuals)

4 3559996 319996 2.23 2.23 0 0 0 0.00

b Bodies Corporate 1 35520000 35520000 22.21 22.21 0 0 0 0.00 c Institutions 0 0 0 0.00 0.00 0 0 0 0.00 d Any Others(Specify) 0 0 0 0.00 0.00 0 0 0 0.00

d-i 0 0 0 0.00 0.00 0 0 0 0.00 d-ii 0 0 0 0.00 0.00 0 0 0 0.00

Sub Total(A)(2) 5 39079996 35839996 24.44 24.44 0 0 0 0.00 Total Shareholding of

Promoter and Promoter Group (A)= (A)(1)+(A)(2)

50 88213332 84282192 55.16 55.16 8775000 10100000 18875000 21.40

(B) Public shareholding 1 Institutions N.A. N.A. N.A. N.A.

(a) Mutual Funds/ UTI 24 73448 62150 0.05 0.05 (b) Financial Institutions /

Banks 15 6968 674 0.00 0.00

(c) Central Government/ State Government(s)

0 0 0 0.00 0.00

(d) Venture Capital Funds 0 0 0 0.00 0.00 (e) Insurance Companies 0 0 0 0.00 0.00 (f) Foreign Institutional

Investors 14 680032 679882 0.43 0.43

(g) Foreign Venture Capital Investors

0 0 0 0.00 0.00

(h) Any Others (Foreign 1 2024 2024 0.00 0.00

67


Name of the Company :




Category code (I)


(II)

Number of Sharehold

ers (III)

Total number

of shares (IV)


form (V)



As a percentage

of(A+B)

(VI)

As a percentage

of (A+B+C)

(VII)

No. of shares

pledged

No. of shares

encumbered

Total (VIII)

As a percentage

(IX)= (VIII)/(IV)*1

00 Banks)

(h-i) Trusts 0 0 0 0.00 0.00 (h-ii) 0 0 0 0.00 0.00

Sub-Total (B)(1) 54 762472 744730 0.48 0.48 B 2 Non-institutions N.A. N.A. N.A. N.A. (a) Bodies Corporate 753 27162602 27043719 16.98 16.98 (b) Individuals I Individuals -i.

Individual shareholders holding nominal share capital up to Rs 1 lakh

53099 19247705 15161439 12.04 12.04

II ii. Individual shareholders holding nominal share capital in excess of ̀ 1 lakh.

41 20987946 20987946 13.12 13.12

(c) Any Other (c-i) Director & Relatives

(Not in control of the Company)

6 245655 245655 0.15 0.15

(c-ii) Trusts 6 1148 1148 0.00 0.00 (c-iii) NRI's/ OCB 235 3306726 2265377 2.07 2.07

Sub-Total (B)(2) 54140 70951782 65705284 44.36 44.36

(B) Total Public Shareholding (B)= (B)(1)+(B)(2)

54194 71714254 66450014 44.84 44.84

TOTAL (A)+(B) 54244 159927586 150732206 100 100 8775000 10100000 18875000 11.80

(C) Shares held by Custodians and against which Depository Receipts have been issued

0 0 0 0.00 0.00 N.A. N.A. N.A. N.A.

GRAND TOTAL (A)+(B)+(C)

54244 159927586 150732206 100 100 8775000 10100000 18875000 11.80

68

(b) The aggregate holding of the Promoters and Promoter Group of the Company as on December 31, 2012 is as under:

S.

No. Name Number of equity

shares held Percentage of the current paid up

capital of the Company 1. B.M. Labroo 1,37,83,920 8.62 2. Sanjay Labroo 1,04,56,237 6.54

3. Relatives and Associates of B.M. Labroo and Sanjay Labroo (a) Ajay Labroo 3,20,674 0.20 (b) Aneesha Labroo 1,60,004 0.10 (c) Kanta Labroo 26,000 0.02 (d) Keshub Mahindra 1,48,000 0.09 (e) Leena S. Labroo 2,62,180 0.16 (f) Nisheeta Labroo 2,10,004 0.13 (g) Sudha K. Mahindra 2,02,000 0.13 (h) Uma R. Malhotra 1,86,000 0.12 (i) Yuthica Keshub Mahindra 96,000 0.06 (j) Tanya Kumar 63,000 0.04 (k) Samir Kumar 3,19,996 0.20 (l) Anil Monga 80,000 0.05 (m) Ashok Kanhayalal Monga 80,000 0.05 (n) Chand Rani Monga 80,000 0.05

(o) K. L. Monga 1,60,000 0.10 (p) Kapoor Chand Gupta 24,000 0.02 (q) M. Lakshmi 1,02,400 0.06 (r) M. N. Chaitanya 56,000 0.04 (s) Praveen Kumar Tiku 40,000 0.03 (t) Krishna C. Tiku 1,88,000 0.12 (u) Sundip Kumar 2,08,000 0.13 (v) Sanjaya Kumar 1,76,000 0.11 (w) Satya Nand 2,40,000 0.15 (x) Sunita Monga 40,000 0.03 (y) V. D. Nanda Kumar 7,314 0.01 (z) Manjula Milind Pishawikar 97,600 0.06 (aa) Malathi Raghunand 3,06,423 0.19 (ab) Tarun R Tahiliani 4,75,714 0.30 (ac) Pyare Lal Safaya 300 0.00 (ad) Abhinav Agarwal 1,96,800 0.12 (ae) Bharat Roy Kapur 4,00,000 0.25 (af) Dinesh Kumar Aggarwal 2,11,640 0.13 (ag) Paras Ram Agarwal 1,50,000 0.09 (ah) Pradeep Beniwal 8,00,000 0.50 (ai) Riva Agarwal 1,96,800 0.12 (aj) Sabina Agarwal 2,62,400 0.16 (ak) Sushma Agarwal 2,00,000 0.13 (al) Shashi Palamand 16,00,000 1.00 (am) Suryanarayana Rao Palamand 16,00,000 1.00 (an) Daryao Singh 16,000 0.01 (ao) Ashok Kapur 26,428 0.02 (ap) Rajeev Khanna 12,000 0.01 (aq) Bhupinder Singh Kanwar 8,298 0.01 (ar) Essel Marketing Private Limited 4,58,000 0.29 (as) Rajeev Khanna Tradelinks Private

Limited 1,91,200 0.12

(at) V.D. Vishwanathan 8,000 0.01 TOTAL 1,06,93,175 6.78

4. MSIL 1,77,60,000 11.11 5. AGCL 3,55,20,000 22.21 TOTAL 8,82,13,332 55.16

69

5. The table below sets forth the Equity Shares held in our Company by our Directors or Key Managerial

Personnel or the directors of our Promoters as on date of this Draft Letter of Offer:

S. No.

Name Number of equity shares Percentage of the equity share capital

Directors 1. B.M. Labroo 1,37,83,920 8.62 2. Sanjay Labroo 1,04,56,237 6.54 3. Rahul Rana 10,000 0.01 4. Gautam Thapar 56,000 0.04 Key Managerial Personnel 1. Sanjay Ganjoo 8,300 0.005 2. Bhupinder Singh Kanwar 8,298 0.005 3. Rupinder Shelly 3,124 0.001 4. Vikram Khanna 8,050 0.005 Directors of AGC - - - Directors of MSIL - - -

6. The details of Equity Shares sold/ purchased by our Directors, immediate relatives of Directors, Promoter

Group and Directors of our Promoters during the period of six months preceding the date on which this Draft Letter of Offer is filed with SEBI is set out below:

Date Name of Promoter Group


transferred

Nature of Transaction

(Purchase/Sale)

Transfer price (in `̀̀̀))))

July 6, 2012 Pyare Lal Safaya 200 Purchase 62.5

August 9, 2012 Aditya Rana 3,000 Purchase 64.25






August 24, 2012 Manjul Rana 1,147 Purchase 67.90

August 24, 2012 Manjul Rana 492 Purchase 68.00

August 24, 2012 Manjul Rana 361 Purchase 68.15


September 3, 2012 Aditya Rana 7,000 Purchase 69.91

September 10, 2012 Shilu M Lala 40,000 Transferred as gift N. A.

September 10, 2012 Sunita Monga 40,000 Received as gift N. A.

Janaury 7, 2013 Surinder Kapur 19,940 Sale 52.68*

January 29, 2013 Pyare Lal Safaya 1,000 Purchase 50.00

* Average acquisition price. 7. During the period of 6 months immediately preceding the date of filing of this Draft Letter of Offer with SEBI

our Promoters, Promoter Group, our Directors and their relatives and Directors of our Promoters have not financed the purchase of Equity Shares by any other person.

8. Top ten (10) shareholders

The list of our top 10 shareholders and the number of Equity Shares held by them is provided below:

(a) Our top 10 shareholders as on the date of this Draft Letter of Offer and 10 days prior to the date of this Draft Letter of Offer are as follows:

70

S. No.

Name of shareholder No. of Equity Shares Percentage of equity

share capital (in %) 1. AGCL 3,55,20,000 22.21 2. MSIL 1,77,60,000 11.11 3. B.M. Labroo 1,37,83,920 8.62 4. Sanjay Labroo 1,04,56,237 6.54 5. Gagandeep Credit Capital Private Limited 76,23,040 4.77 6. Sudarshan Securities Private Limited 54,61,635 3.42 7. Shankar Resources Private Limited 44,65,160 2.79 8. Mayank Jashwantlal Shah 27,37,407 1.71

9. Brightstar International Corporation 22,64,000 1.42 10. (i) Suryanarayana Rao Palamand 16,00,000 1.00 10. (ii) Shashi Palamand 16,00,000 1.00

Total 10,32,71,399 64.57

(b) Our top 10 shareholders as on December 31, 2010 were as follows:

S.No.

Name of shareholder No. of Equity Shares Percentage of equity share capital

1. AGCL 3,55,20,000 22.21 2. MSIL 1,77,60,000 11.11 3. B.M. Labroo 1,37,83,920 8.62 4. Sanjay Labroo 1,03,25,886 6.46 5. Sudarshan Securities Private Limited 54,61,635 3.42 6. Shankar Resources Private Limited 39,65,160 2.48 7. Trupti Petroleum Private Limited 38,50,000 2.41 8. Bluemoon Securities Private Limited 22,73,040 1.42 9. Brightstar International Corporation 22,64,000 1.42 10. Jashwantlal Shantilal Shah 16,87,407 1.06

Total 9,68,91,048 60.58 9. Pre and post Issue shareholding of Promoters:

Name of Shareholder Pre-Issue Post-Issue*

Number of Equity shares

Percentage (in %) Number of Equity Shares

Percentage (in %)

B.M. Labroo 1,37,83,920 8.62 [•] [•] Sanjay Labroo 1,04,56,237 6.54 [•] [•] MSIL 1,77,60,000 11.11 [•] [•] AGCL 3,55,20,000 22.21 [•] [•]

* To be determined at the time of filing of the Letter of Offer.

10. As on December 31, 2012, details of public shareholders holding more than 1% of pre-Issue share capital of our Company are set out below:

S No. Name of the shareholder No. of Equity Shares Percentage of the paid up capital

1. Gagandeep Credit Capital Private Limited

76,23,040 4.77

2. Sudarshan Securities Private Limited 54,61,635 3.42 3. Shankar Resources Private Limited 44,65,160 2.79 4. Mayank Jashwantlal Shah 27,37,407 1.71 5. Brightstar International Corporation 22,64,000 1.42

11. Other than as disclosed above, none of the entities with which our Directors are associated as promoters,

directors, partners, proprietors or trustees, hold any equity shares in our Company.

71

12. Our Company, the Promoters, the Directors and the LMs have not entered into any buy-back and/or standby and/or safety net arrangements for the purchase of Equity Shares through this Issue from any person.

13. There will be no further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from submission of this Draft Letter of Offer with SEBI until the Equity Shares to be issued pursuant to the Issue have been listed.

14. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.

15. We shall comply with such disclosures and accounting norms as may be specified by SEBI from time to time.

16. As on December 31, 2012, there are 54,244 equity shareholders.

17. There are no partly paid up Equity Shares in our Company. All the Equity Shares are fully paid up.

18. We have not issued any Equity Shares out of revaluation reserves.

19. As on the date of this Draft Letter of Offer, our Company does not have any employee stock option schemes/plans.

20. We do not have any intention, proposal, negotiations or consideration to alter our capital structure by way of split / consolidation of the denomination of the Equity Shares, or issue of Equity Shares on a preferential basis or issue of bonus or rights or further public issue of shares or any other securities or qualified institutional placement, within a period of six months from completion of Issue. However, in the event we enter into acquisitions or joint ventures or enter into strategic or new investements, we may, subject to necessary approvals, consider raising additional capital to fund such activity or use Equity Shares for participation in such acquisitions or joint ventures or to use such shares as consideration for such joint ventures.

21. None of the Lead Managers and their associates hold any shares in the Company.

22. There are no outstanding financial instruments or any other right that may entitle any person to receive any Equity Shares in our Company.

23. All preferential allotments and bonus issues of securities made by our Company after being listed are in accordance with applicable laws and regulations.

24. The Issue will remain open for at least 15 days. The Board or a duly authorized committee thereof will have the right to extend the Issue period as it may determine from time to time, provided that the Issue will not be kept open in excess of 30 days from the Issue Opening Date.

25. Details for subscription of shares by Promoter and Promoter Group:

(a) Mr. B.M. Labroo and Mr. Sanjay Labroo (collectively referred to as the “Labroo Family”)

The Labroo Family shall fully subscribe for their Rights Entitlement pursuant to the Issue. The Labroo Family reserves the right to subscribe for their Rights Entitlement either by themselves and/or through one or more entities controlled by them, including, by subscribing for Equity Shares pursuant to any renunciation made by any member of the Promoter Group to another member of the Promoter Group. The Labroo Family intends to apply for Equity Shares of the Company in addition to their Rights Entitlement to the extent of undersubscribed portion of the Issue (“Undersubscribed Shares”), subject to (a) obtaining any approvals required under applicable law; and (b) them not crossing the threshold limit under Regulations 3(1), 3(2) read along with 3(3) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. Such subscription for Equity Shares over and above the Labroos Family’s Rights Entitlement, if allotted, may result in an increase in their percentage shareholding. Such acquisition by the Labroo Family of additional Equity Shares of the Company shall not result in a change of control of the management of the Company. The subscription by the Labroo Family and/or members of the Promoter Group of the Equity Shares in the Issue and the

72

allotment of the Equity Shares will not be in breach of minimum public shareholding requirement specified under Clause 40A of the Listing Agreement.

Further, individuals/entities belonging to the Promoter Group and holding Equity Shares in the Company have undertaken that they shall either subscribe to the Equity Shares upto their entitlement pursuant to the Issue or renounce such Equity Shares in favour of Mr. Sanjay Labroo and/or his nominee only.

(b) Asahi Glass Co. Limited, Japan (“AGC”) AGC has expressed its intention that it shall fully subscribe for its Rights Entitlement pursuant to the Issue. AGC reserves the right to subscribe for its Rights Entitlement either by itself and/or through one or more entities controlled by it, including by subscribing for Equity Shares pursuant to any renunciation made by any member of the Promoter Group to another member of the Promoter Group. AGC intends to apply for Equity Shares of the Company in addition to its Rights Entitlement to the extent of undersubscribed portion of the Issue (“Undersubscribed Shares”), subject to (a) obtaining any approvals required under applicable law; (b) it not crossing the threshold limit under Regulations 3(1), 3(2) read along with 3(3) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended; and (c) Mr. B.M. Labroo and Mr. Sanjay Labroo or any of their promoter group entities equally subscribing to the Undersubscribed Shares as well as their Rights Entitlement. Such subscription for Equity Shares over and above AGC’s Rights Entitlement, if allotted, may result in an increase in its percentage shareholding, provided, however that in no event AGC’s final percentage shareholding after the Issue shall reach 25%. Further, the acquisition by AGC of additional Equity Shares of the Company shall not result in a change of control of the management of the Company. AGC intends that the subscription by AGC of the Equity Shares in the Issue and the allotment of the Equity Shares will not be in breach of minimum public shareholding requirement specified under Clause 40A of the Listing Agreement.

(c) Maruti Suzuki India Limited (“MSIL”)

MSIL shall fully subscribe for its Rights Entitlement pursuant to the Issue. MSIL reserves the right to subscribe for its Rights Entitlement either by itself and/or through one or more entities controlled by MSIL, including by subscribing for Equity Shares pursuant to any renunciation made by any member of the Promoter Group to another member of the Promoter Group. The subscription by MSIL and/or members of the Promoter Group of the Equity Shares in the Issue and the allotment of the Equity Shares will not be in breach of minimum public shareholding requirement specified under Clause 40A of the Listing Agreement. MSIL shall subscribe to its Rights Entitlement only pursuant to the Issue, and not subscribe to any additional Equity Shares over and above its Rights Entitlement to the extent of the undersubscribed portion of the Issue.

73

OBJECTS OF THE ISSUE The activities for which funds are being raised by our Company through the Issue are: (a) Funding repayment of certain loan facilities availed by our Company and payment to overdue trade creditors;

and (b) General corporate purposes (collectively, referred to herein as the “Objects”). The main objects clause of our Memorandum enables our Company to undertake the existing activities of our Company and the activities for which funds are being raised by our Company through this Issue. The activities which have been carried out until now by our Company are valid in terms of the objects clause of our Memorandum. Issue Proceeds and Net Proceeds The details of the proceeds of the Issue are summarized below:

Particular Estimated Amount (̀ Crore) Gross proceeds to be raised through the Issue (“Issue Proceeds”) 250.00 Issue expenses [●]* Net proceeds of the Issue after deducting the Issue related expenses from the Issue Proceeds (“Net Proceeds”)

[●]*

*to be incorporated at the time of filling of Letter of Offer with Stock Exchanges Utilization of Net Proceeds and Schedule of Deployment of Funds Our Company intends to utilize the Net Proceeds in accordance with the table given below:

S. No.

Particulars Total Estimated Cost

Proposed Schedule for deployment of the Net Proceeds (̀ Crores)

FY 2012-13 1. Funding repayment of certain loan facilities availed by

our Company and payment to overdue trade creditors 200.00 200.00

2 General corporate purposes [●] [●] Total [●] [●]

Our Company, in response to the competitive and dynamic nature of the industry, will have the discretion to revise its business plan from time to time and consequently our funding requirement and deployment of funds may also change. This may also include rescheduling the proposed utilization of Net Proceeds and increasing or decreasing expenditure for a particular object vis-à-vis the utilization of Net Proceeds. In case of a shortfall in the Net Proceeds or cost overruns, our management may explore a range of options including utilizing our internal accruals or seeking debt from lenders. The entire requirements of the objects detailed above are intended to be funded from the Net Proceeds. Accordingly, we confirm that there is no requirement for us to make firm arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised from the Issue. Details of the activities to be financed from the Net Proceeds 1. Funding repayment of a certain loan facilities availed by our Company and payment to overdue trade

creditors a. Fund repayment of a portion of certain loan facilities availed by our Company

As at September 30, 2012, we have total outstanding indebtedness (on unconsolidated basis) of ` 1610.00 crore inclusive of secured and unsecured loans. For details see the section titled “Financial Indebtedness” on page 195 of this Draft Letter of Offer. Our Company presently intends to utilize the Net Proceeds of up to ` 70.22

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crore towards repayment of loan facilities during Fiscal 2013. Repayment of such loan facilities shall reduce the debt to equity ratio of our Company and will enhance our debt leveraging capacity.

Brief details of the terms of such loan facilities are as provided herein below:

(` in crores) Name of Bank /Financial Institution Citi Bank Exim Bank

Nature of loan facility ECB* Short Term Loan Amount (̀ Cr) of Sanctioned Facility 343.62 150.00

Amount (̀ Cr) Disbursed 343.62 150.00

Amount Outstanding as on September 30, 2012 (` Cr)

121.29 150.00

Amount of repayment (̀ Cr) 20.22 50.00 Date of Repayment June 28, 2013 June 18, 2013 Date of Sanction letter/loan agreement June 28, 2005 May 31, 2012 Date of Disbursement Disbursed in tranches during the

period Oct 21, 2005 till March 31, 2006

Disbursed in tranches during June 2012 and July

2012 Tenor (years) 10 years 1 year Repayment Schedule 17 equal half yearly instalments

commencing from June 2007 of $3.8 million each

June 18, 2013

End use and further break-up CAPEX Working capital * Exchange rate as on September 30, 2012

Until September 30, 2012, we had deployed such loans towards the purposes for which they had been sanctioned in accordance with the respective loans agreements, as certified by Jagdish Sapra & Co., Chartered Accountants, through its certificate dated February 7, 2013. In case we are unable to raise Issue Proceeds till the due date for repayment of above mentioned portion of the loan, the funds earmarked for such repayment may be utilized for payment of future installments (of an amount not more than the amount mentioned above) of the above mentioned loan or some other loan. For further details in relation to the terms and conditions under the aforesaid loan agreement as well as restrictive covenants in relation to thereof, please see the section titled “Financial Indebtedness” on page 195 of this Draft Letter of Offer. For details of risks in relation to restrictive covenants under such arrangements, see the section titled “Risk Factors” on page 9 of this Draft Letter of Offer.

b. Payment to overdue trade creditors

During the fiscal 2012 and six months period ending September 30, 2012, Our Company (on unconsolidated basis) had repaid long term borrowings to the extent of ` 224.38 crore and ` 107.80 crore, respectively. Since our Company was unable to generate sufficient internal accruals to meet such repayments, part of such repayment was funded from our unutilised working capital facilities and partly by delaying payment to regular Trade Creditors. This has led to an increase in outstanding towards trade creditors. As on December 31, 2012, overdue trade creditors (on unconsolidated basis) amounting to ̀ 249.45 crore were outstanding.

Our Company intends to utilize ` 129.78 crore of net proceeds from the Issue towards payment to overdue trade creditors including any interest payable thereon. Out of the ̀ 249.45 crore outstanding, ` 139.19 crore is due towards payment to AGC, its subsidiaries and group companies on account of various business transactions like purchase of raw material/finished goods/capital goods, new model development, stores and spares, etc., being carried out between our Company and AGC in the normal course of business for many years. Part of the net proceeds may be paid by our Company to its promoter AGC, its subsidiaries and group companies in their capacity as overdue trade creditors.

2. General Corporate Purposes

The Net Proceeds will be first utilized towards the Objects mentioned above. The balance is proposed to be utilized for general corporate purposes, including strategic initiatives, strengthening of our marketing

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capabilities, meeting expenses incurred in the ordinary course of business, working capital requirement and any other purpose as permissible and as approved by our Board of Directors or a duly appointed committee or authorized officers of the Company from time to time subject to compliance with the necessary provisions of the Companies Act. Our management, in accordance with the policies of the Board, will have flexibility in utilizing any surplus amounts.

Interim use of funds The management of our Company, in accordance with the policies established by our Board from time to time, will have flexibility in deploying the Net Proceeds. Pending utilization for the purposes described above, our Company intends to invest the funds in high quality interest bearing liquid instruments including money market Mutual Funds, deposits with banks for the necessary duration or for reducing overdrafts. Such investments would be in accordance with investment policies approved by our Board from time to time. Our Company confirms that, pending utilization of the Net Proceeds, it shall not use the funds for any investments in the equity markets. Issue Related Expenses The estimated Issue related expenses are as under:

Activity Amount (` Crore)

% of the Estimated Issue Expenses

% of total Issue Size

Lead management fees (including underwriting fee) [●] [●] [●] Fees to the legal advisor [●] [●] [●] Registrar’s fees [●] [●] [●] Printing and distribution expenses [●] [●] [●] Others (SEBI filing fees, depository charges, listing fees, etc.)

[●] [●] [●]

Total [●] [●] [●] *Amount will be finalized at the time of filing the Letter of Offer and determination of Issue Price and other details. Appraisal None of the Objects have been appraised by any bank or financial institution or any other independent third party organization. The funding requirements of our Company and the deployment of the Net Proceeds are currently based on management estimates. The funding requirements of our Company are dependent on a number of factors which may not be in the control of our management, including variations in interest rate structures, changes in our financial condition and current commercial conditions and are subject to change in light of changes in external circumstances or in our financial condition, business or strategy. Bridge Financing Facilities The Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft Letter of Offer, which are proposed to be repaid from the Net Proceeds. However, depending upon business requirements, the Company may consider raising bridge financing facilities including any other short-term instrument like NCDs, commercial papers etc, pending receipt of the Net Proceeds. Monitoring Utilization of Funds Our Board or the Audit Committee will monitor the utilization of the Issue proceeds. We will disclose the details of the utilization of the Issue proceeds, including interim use, distinctly in our financial statements until the completion of utilization of the Issue proceeds, specifying the purpose for which such proceeds have been utilized along with other disclosures as required pursuant to the Listing Agreements. We will indicate investments, if any, of unutilized Net Proceeds in our balance sheet. In connection with the utilization of the Net Proceeds, our Company shall comply with the Listing Agreements, including Clauses 43A and 49, as amended from time to time. Other confirmations

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Except for the payments/benefits as mentioned above and any other payment in the usual course of business, no part of the proceeds from the Issue will be paid by the Company to its Promoters, Directors, members of promoter group, Group Entities or key managerial employees. No funds have been brought in as Promoter’s contributions.

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BASIS FOR ISSUE PRICE The Issue Price will be determined by our Company in consultation with the LMs on the basis of assessment of market conditions and on the basis of the following qualitative and quantitative factors. The information presented in this section for Fiscal Years 2010, 2011 and 2012 and the six-month period ended September 30, 2012 is derived from the Company’s restated unconsolidated/consolidated financial statements, prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with the SEBI ICDR Regulations. The face value of the Equity Shares is ` 1 per share and the Issue Price is [�] times the face value. Qualitative Factors Some of the qualitative factors which form the basis for computing the price are:

• We being one of the largest integrated glass manufacturer in India • Wide range of glass products, solutions and services for all customer segments • Presence across major cities in India • State- of- the- art manufacturing setup • Highly qualified management team and experienced employee base • Ability to sustain long term association and strong relationship with customers and meet customer requirements For details of qualitative factors which form the basis of computing the price see the sections titled “Our Business” and “Risk Factors” on pages 95 and 9, respectively. Quantitative Factors Information presented in this section is based on the restated financial statements of our Company. For more details on the financial information, see the section titled “Financial Statements” on page 216 of this Draft Letter of Offer. 1. Basic and Diluted Earnings per Share (“EPS”): As per our Restated Unconsolidated Financial Statements:

Period Basic/Diluted EPS (` Per Equity Share)

Weight

For the year ended March 31, 2010 0.08 1 For the year ended March 31, 2011 0.93 2 For the year ended March 31, 2012 (3.67) 3 Weighted Average (1.51) For the six-month period ended September 30, 2012* (3.21)

*Not annualized As per our Restated Consolidated Financial Statements:

Period Basic/Diluted EPS (` Per Equity Share)

Weight

For the year ended March 31, 2010 0.12 1 For the year ended March 31, 2011 1.03 2 For the year ended March 31, 2012 (4.07) 3 Weighted Average (1.67) For the six-month period ended September 30, 2012* (3.44)

*Not annualized

Note:

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1. EPS calculations are in accordance with Accounting Standard 20 “Earnings per Share” issued by the Institute of Chartered Accountants of India.

2. The face value of each Equity Share is ` 1 per share. 2. Price Earning Ratio (P/E) in relation to the Issue Price of ̀ [●] per Equity Share of ̀ 1 each

Particulars P/E at Issue Price

Based on EPS of ` (3.67) per Equity Share for the Fiscal Year 2012 on Restated Unconsolidated Financial Statement

[●]

Based on EPS of ` (4.07) per Equity Share for the Fiscal Year 2012 on Restated Consolidated Financial Statement

[●]

Industry P/E# Highest - Lowest - Industry Composite 21.4

# Source: “Capital Market” magazine Vol. XXVII/25 dated February 04 - 17, 2013 (Industry – Glass and Glass Products). 3. Return on Net worth (“RoNW”)

As per our Restated Unconsolidated Financial Statements:

Period RoNW (%) Weight For the year ended March 31, 2010 0.59 1 For the year ended March 31, 2011 6.78 2 For the year ended March 31, 2012 (36.76) 3 Weighted Average (16.02) For the six-month period ended September 30, 2012* (47.35)

*not annualized As per our Restated Consolidated Financial Statements:

Period RoNW (%) Weight For the year ended March 31, 2010 0.99 1 For the year ended March 31, 2011 7.62 2 For the year ended March 31, 2012 (43.43) 3 Weighted Average (19.01) For the six-month period ended September 30, 2012* (58.59)

*not annualized 4. Minimum Return on Total Net Worth after Issue needed to maintain Pre-Issue EPS for fiscal YEAR 2012:

Minimum RoNW required for maintaining pre-Issue EPS of ` (3.67) on the basis of Restated Unconsolidated Financial Statements for the Fiscal Year 2012 is [●]. Minimum RoNW required for maintaining pre-Issue EPS of ` (3.44) on the basis of Restated Consolidated Financial Statements for the Fiscal Year 2012 is [●].

5. Net Asset Value per Equity Share (“NAV”)

As per our Restated Unconsolidated Financial Statements:

Amount (` per share) NAV as at March 31, 2012 9.98 NAV as at September 30, 2012 6.77 NAV after the Issue [●] Issue Price [●]

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As per our Restated Consolidated Financial Statements:

Amount (` per share) NAV as at March 31, 2012 9.37 NAV as at September 30, 2012 5.87 NAV after the Issue [●] Issue Price [●]

NAV per Share = Net worth, as restated, at the end of the year Number of equity shares outstanding at the period end 6. Comparison with other listed companies

Name of the Company Face Value

(`) E.P.

S (`)

NAV per equity share (`)

RoNW (%)

P/E Multiple

Asahi India Glass Limited* 1

(3.67)

9.98 (36.76) [●]**

Peer Group Saint-Gobain Sekurit India Limited(1)

10 0.75 7.96 9.43 42.13

Sezal Glass Limited 10

(1.01)

68.88 (1.48) NA#

* Source: Restated unconsolidated audited financial statements of the Company for Fiscal year 2012. ** Based on the issue price to be determined at the time of filing of LOF and the Restated Diluted EPS of the Company for FY 2012 ***Source: Respective Annual Reports for 2012 which is on a standalone basis as they have no subsidiaries. ●For Peer group companies the EPS, RONW and Book Value (B.V.)/NAV per equity share figures are based on the standalone audited results for the year ended March 31, 2012. P/E ratio is based on the Diluted EPS for the financial year ending March 31, 2012 and Market Price (BSE) as on February 6, 2013 # Not ascertainable due to negative Diluted EPS

The Issue Price of ` [•] has been determined by our Company, in consultation with the Lead Managers on the basis of the demand from investors for the Equity Shares and is justified based on the above accounting ratios. For further details, see the section titled “Risk Factors” on page 9 and the financials of the Company including important profitability and return ratios, as set out in the section titled “Financial Statements” on page 216 of this Draft Letter of Offer.

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STATEMENT OF TAX BENEFITS

The Board of Directors Asahi India Glass Limited New Delhi Dear Sirs, Statement of Possible Tax Benefits available to Asahi India Glass Limited (‘the Company’) and its shareholders We hereby enclose in the Annexure a statement of possible tax benefits available to the Company and to the shareholders of the Company under the Income-tax Act, 1961 and the Wealth-tax Act, 1957 (as amended by the Finance Act, 2012), 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 fulfillment of such conditions, which based on business imperatives the Company faces in the future, the Company may or may not choose to fulfil. The benefits discussed in the enclosed statement are not exhaustive. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. We do not express any opinion or provide any assurance as to whether: i. the Company or its shareholders 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 our understanding of the business activities and operations of the Company. This report is intended solely for your information and for the inclusion in the Offer Document in connection with the proposed Right Offer of the Company. For Jagdish Sapra & Co. Firm Registration Number: 001378N Chartered Accountants (C.A. Vipal Kalra) Partner Membership No.: 084583 Place: New Delhi Date: February: 4, 2013

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Annexure to the Statement of Possible Tax Benefits:

As per the present provisions of Income Tax Act, 1961 (hereinafter referred to as “the Act”) and other laws as applicable for the time being in force in India, the following tax benefits and deductions are available to the Company and its shareholders, subject to fulfillment of prescribed conditions; A. Special Tax Benefits

1. Special tax benefits available to the company

As per the provisions of Section 80-IC(3), the Company is entitled in its Roorkee plant, situated in the State of Uttaranchal, a deduction equal to 100% of profits and gains, if any, for five assessment years commencing with the initial assessment year and thereafter, 30% of the Profits and gains ft years.

2. Special Tax Benefits Available To the Shareholders of the Company

There are no special tax benefits available to the shareholders of the company. B. General Tax Benefits I. Benefits available under the Income Tax Act, 1961 A. To the Company (i) Under Section 10(34) of the Act, dividend income (whether interim or final) as referred to in Section 115-O,

received by the Company from any other domestic company (in which the Company has invested) is completely exempt from tax in the hands of the Company.

Section 14A of the Act restricts claim for deduction of expenses incurred in relation to income which does not form part of the total income under the Act. Thus, any expenditure incurred to earn the said income will not be a tax deductible expenditure.

(ii) Income arising on transfer of equity shares or units of an equity oriented fund held by the Company will be

exempt under section 10(38) of the IT Act if the said asset is a long-term capital asset and such transaction is chargeable to securities transaction tax. These assets turn long term if they are held for more than 12 months. However, the said exemption will not be available to the Company while computing the book profit and income tax payable under section 115JB of the IT Act.

(iii) The long-term capital gains arising to the Company from the transfer of listed securities or units of an equity

oriented fund, not covered under point (ii) above shall be chargeable to tax at the rate of 20% (plus applicable surcharge and education cess) of the capital gains computed after indexing the cost of acquisition/improvement or at the rate of 10% (plus applicable surcharge and education cess) of the capital gains computed before indexing the cost of acquisition/improvement, whichever is lower.

(iv) As per the provision of Sec-112(1)(b),the long-term capital gains not covered under points (ii) and (iii) above

shall be chargeable to tax at the rate of 20% (plus applicable surcharge and education cess) of the capital gains computed after indexing the cost of acquisition/improvement. While shares held in a company, units of the Unit Trust of India, units of a mutual fund specified under section 10(23D) of the IT Act and zero coupon bonds turn long term if held for more than 12 months, other capital assets turn long term if they are held for more than 36 months.

(v) Short-term capital gains arising on transfer of equity shares or units of an equity oriented fund held by the

Company will be chargeable to tax at the rate of 15% (plus applicable surcharge and education cess) as per the provisions of section 111A of the IT Act if such transaction is chargeable to securities transaction tax.

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(vi) In accordance with, and subject to the conditions, including the limit of investment of 50 lakhs, and to the extent specified in section 54EC of the IT Act, capital gains arising on transfer of long-term capital assets of the Company not covered under point (ii) above shall be exempt from capital gains tax if the gains are invested within six months from the date of transfer in the purchase of long-term specified assets. In case the whole of the gains are not so invested, the exemption shall be allowed on a pro rata basis.

(vii) As per section 74 of the IT Act, short-term capital loss suffered during the year is allowed to be set-off against

short-term gains as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ short term as well as long term capital gains. Long-term capital loss suffered during the year is allowed to be set-off against long term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years‘ long-term capital gains.

(viii) Where the tax liability of the Company as computed under the normal provisions of the Act, is less than 18.5%

of its book profits after making certain specified adjustments, the Company would be liable to pay Minimum Alternate Tax (“MAT”) at an effective rate of 20.0078% (including applicable surcharge and education cess) of the book profits. For the purpose of computation of MAT, the book profits are subjected to certain adjustments as prescribed. MAT paid in one year shall however be available as credit against the normal income tax liability in subsequent years to the extent and as per the provisions of section 115JAA. Such credit can be carried forward upto 10 years for set off as per the provisions of section 115JAA.

B. To the Shareholders: The following tax benefits are generally available to the shareholders of all companies subject to the fulfilment of the conditions specified in the IT Act: 1. Residents:

(i) Under Section 10(34) of the Act, dividend (whether interim or final) declared, distributed or paid by the

Company, is exempt from tax in the hands of the shareholders of the Company.


(ii) 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 Act, will be exempt from tax to the extent of ` 1500 per minor child. (iii) Income arising on transfer of shares of the Company will be exempt under section 10(38) of the IT Act if

the said shares are long-term capital assets and such transaction is chargeable to securities transaction tax. These assets turn long term if they are held for more than 12 months. However, shareholders being companies will not be able to claim the above exemption while computing the book profit and income tax payable under section 115JB of the IT Act.

(iv) The long-term capital gains arising to the shareholders of the Company from the transfer of listed securities

or units of an equity oriented fund, not covered under point (iii) above shall be chargeable to tax at the rate of 20% (plus applicable surcharge and education cess) of the capital gains computed after indexing the cost of acquisition/improvement or at the rate of 10% (plus applicable surcharge and education cess) of thecapital gains computed before indexing the cost of acquisition/improvement, whichever is lower.

(v) In case of an individual or Hindu Undivided Family, where the total taxable income as reduced by longterm

capital gains is below the basic exemption limit, the long-term capital gains will be reduced to the extent of the shortfall and only the balance long-term capital gains will be subjected to such tax in accordance with the proviso to sub-section (1) of section 112 of the IT Act.

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(vi) Short-term capital gains arising on transfer of the shares of the Company will be chargeable to tax at the rate of 15% (plus applicable surcharge and education cess) as per the provisions of section 111A of the IT Act if such transaction is chargeable to securities transaction tax. In case of an individual or Hindu Undivided Family, where the total taxable income as reduced by short-term capital gains is below the basic exemption limit, the short-term capital gains will be reduced to the extent of the shortfall and only the balance short-term capital gains will be subjected to such tax in accordance with the proviso to sub-section (1) of section 111A of the IT Act.

(vii) In accordance with, and subject to the conditions, including the limit of investment of ` 50 lakhs, and to

the extent specified in section 54EC of the IT Act, long-term capital gains arising on transfer of the shares of the Company not covered under point (iii) above shall be exempt from capital gains tax if the gains are invested within six months from the date of transfer in the purchase of long-term specified assets. In case the whole of the gains are not so invested, the exemption shall be allowed on a pro rata basis.

“Long-term specified asset” for making any investment under this section on or after the 1st day of April, 2007 means any bond, redeemable after three years and issued on or after the 1st day of April, 2007 by the National Highways Authority of India constituted under section 3 of the National Highways Authority of India Act, 1988 (68 of 1988) or by the Rural Electrification Corporation Limited, a company formed and registered under the Companies Act, 1956 (1 of 1956).

(viii) In accordance with, and subject to the conditions including ownership of not more than one residential

house on the date of transfer (other than the new residential house referred hereinafter) and to the extent specified in section 54F of the IT Act, long-term capital gains arising on transfer of the shares of the Company not covered under point (iii) above held by an individual or Hindu Undivided Family shall be exempt from capital gains tax if the net sales consideration is utilised, within a period of one year before, or two years after the date of transfer, for the purchase of a new residential house, or is utilised for construction of a residential house within three years. If the whole of the net sales consideration is not so utilised, the exemption shall be allowed on a pro rata basis.

(ix) Where the gains arising on the transfer of shares of the company are included in the business income of an

assesse assessable under the head “Profits and Gains from Business or Profession” and on which securities transaction tax has been charged, such securities transaction tax shall be a deductible expense from business income as per the provisions of section 36(1)(xv) of the IT Act.

2. Non Residents: (i) Dividend income earned on shares of the Company will be exempt in the hands of shareholders under section

10(34) of the IT Act. Section 14A of the Act restricts claim for deduction of expenses incurred in relation to income which does not form part of the total income under the Act. Thus, any expenditure incurred to earn the said income will not be a tax deductible expenditure.

(ii) Income arising on transfer of shares of the Company will be exempt under section 10(38) of the IT Act if the

said shares are long-term capital assets and such transfer is chargeable to securities transaction tax. These assets turn long term if they are held for more than 12 months. However, shareholders being companies will not be able to claim the above exemption while computing the book profit and income tax payable under section 115JB of the IT Act if the provisions of section 115JB of the IT Act are applicable.

(iii) In accordance with, and subject to section 48 of the IT Act, capital gains arising on transfer of shares of the

Company which are acquired in convertible foreign exchange and not covered under point (ii) above shall be computed by converting the cost of acquisition, expenditure in connection with such transfer and full value of the consideration received or accruing as a result of the transfer into the same foreign currency as was initially utilised in the purchase of shares and the capital gains computed in such foreign currency shall be reconverted into Indian currency, such that the aforesaid manner of computation of capital gains shall be applicable in respect of capital gains accruing / arising from every reinvestment thereafter.

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(iv) The long-term capital gains arising to the shareholders of the Company from the transfer of listed securities or units of an equity oriented fund, not covered under points (ii) and (iii) above shall be chargeable to tax at the rate of 20% (plus applicable surcharge and education cess) of the capital gains computed after indexing the cost of acquisition/improvement or at the rate of 10% (plus applicable surcharge and education cess) of the capital gains computed before indexing the cost of acquisition/improvement, whichever is lower.

(v) Short-term capital gains arising on transfer of the shares of the Company will be chargeable to tax at the rate of

15% (plus applicable surcharge and education cess) as per the provisions of section 111A of the IT Act if such transaction is chargeable to securities transaction tax.

(vi) In accordance with, and subject to the conditions, including the limit of investment of ` 50 lakhs, and to the

extent specified in section 54EC of the IT Act, long-term capital gains arising on transfer of the shares of the Company not covered under point (ii) above shall be exempt from capital gains tax if the gains are invested within six months from the date of transfer in the purchase of long-term specified assets. In case the whole of the gains are not so invested, the exemption shall be allowed on a pro rata basis.

(vii) In accordance with, and subject to the conditions including ownership of not more than one residential house on

the date of transfer (other than the new residential house referred hereinafter) and to the extent specified in section 54F of the IT Act, long-term capital gains arising on transfer of the shares of the Company not covered under point (ii) above held by an individual or Hindu Undivided Family shall be exempt from capital gains tax if the net sales consideration is utilised, within a period of one year before, or two years after the date of transfer, for the purchase of a new residential house, or is utilised for construction of a residential house within three years. If the whole of the net sales consideration is not so utilised, the exemption shall be allowed on a pro rata basis.

(viii) Where the gains arising on the transfer of shares of the company are included in the business income of an

assesse assessable under the head “Profits and Gains from Business or Profession” and on which securities transaction tax has been charged, such securities transaction tax shall be a deductible expense from business income as per the provisions of section 36(1)(xv) of the IT Act.

(ix) Under the provisions of section 90(2) of the IT Act, a non-resident will be governed by the provisions of the

Agreement for Avoidance of Double Taxation (AADT) between India and the country of residence of the non-resident and the provisions of the IT Act apply only to the extent they are more beneficial to the assessee.

Besides the above benefits available to non-residents, Non-Resident Indians (NRIs) 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 in respect of income from shares of an Indian Company acquired, purchased or subscribed to in convertible foreign exchange:

(a) Under section 115E of the IT Act, NRIs will be taxed at 10% (plus applicable surcharge and education

cess) on long-term capital gains arising on sale of shares of the Company which are acquired in convertible foreign exchange and are not covered under point (ii) above.

(b) Under section 115F of the IT Act, and subject to the conditions and to the extent specified therein, longterm

capital gains arising to NRIs from transfer of shares of the Company acquired out of convertible foreign exchange not covered under point (ii) above shall be exempt from capital gains tax if the net consideration is invested within six months of the date of transfer of the asset in any specified asset or in any saving certificates referred to in clause (4B) of section 10 of the IT Act. In case the whole of the net consideration is not so invested, the exemption shall be allowed on a pro rata basis.

(c) In accordance with the provisions of section 115G of the Act, NRIs are not obliged to file a return of

income under section 139(1) of the IT Act, if their only source of income is income from investments or long-term capital gains earned on transfer of such investments or both, provided tax has been deducted at source from such income as per the provisions of Chapter XVII-B of the IT Act.

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(d) In accordance with the provisions of section 115H of the IT Act, when NRIs become assessable as resident in India, they may furnish a declaration in writing to the Assessing Officer along with their 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 them in relation to such investment income derived from the specified assets for that year and subsequent assessment years until such assets are transferred or converted into money.

(e) As per the provisions of section 115-I of the IT Act, NRIs may elect not to be governed by the provisions

of Chapter XII-A for any assessment year by furnishing their return of income for that year under section 139 of the IT Act, declaring therein that the provisions of Chapter XII-A shall not apply to them for that assessment year and accordingly their total income for that assessment year will be computed in accordance with the other provisions of the IT Act. The said Chapter inter alia entitles NRIs to the benefits stated thereunder in respect of income from shares of an Indian company acquired, purchased or subscribed in convertible foreign exchange.

3. Foreign Institutional Investors (FIIs):

(i) Dividend income earned on shares of the Company will be exempt in the hands of shareholders under section 10(34) of the IT Act.


(ii) Income arising on transfer of the shares of the Company will be exempt under section 10(38) of the IT Act

if the said shares are long-term capital assets and such transaction is chargeable to securities transaction tax. These assets turn long term if they are held for more than 12 months.

(iii) Under section 115AD(1)(b)(iii) of the IT Act, income by way of long-term capital gains arising from the

transfer of shares held in the Company not covered under point (ii) above will be chargeable to tax at the rate of 10% (plus applicable surcharge and education cess).

(iv) Short-term capital gains arising on transfer of the shares of the Company will be chargeable to tax at the

rate of 15% (plus applicable surcharge and education cess) as per the provisions of section 111A of the IT Act if such transaction is chargeable to securities transaction tax.

(v) Under section 115AD(1)(b)(ii) of the IT Act, income by way of short- term capital gains arising from the

transfer of shares held in the Company not covered under point (iv) above will be chargeable to tax at the rate of 30% (plus applicable surcharge and education cess).

(vi) Where the gains arising on the transfer of shares of the company are included in the business income of an

assessee assessable under the head “Profits and Gains from Business or Profession” and on which securities transaction tax has been charged, such securities transaction tax shall be a deductible expense from business income as per the provisions of section 36(1)(xv) of the IT Act.

(vii) Under the provisions of section 90(2) of the IT Act, a FII will be governed by the provisions of the

Agreement for Avoidance of Double Taxation (AADT) between India and the country of residence of the FII and the provisions of the IT Act apply only to the extent they are more beneficial to the assessee.

(viii) As per section 196D, no tax is to be deducted from any income, by way of capital gains arising from the

transfer of shares payable to Foreign Institutional Investor. In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject to any benefits available under the Tax Treaty, if any, between India and the country in which the FII has Fiscal domicile. As per the provisions of section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the Tax Treaty to the extent they are more beneficial to the FII.

4. Mutual Funds:

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Under section 10(23D) of the IT Act, any income earned by a Mutual Fund registered under the Securities and Exchange Board of India Act, 1992, or a Mutual Fund set up by a public sector bank or a public financial institution, or a Mutual Fund authorised by the Reserve Bank of India would be exempt from income-tax, subject to such conditions as the Central Government may by notification in the Official Gazette specify in this behalf.

II. Under the Wealth-tax Act, 1957: Benefits available to the shareholders of the Company: ‘Asset’ as defined under Section 2(ea) of the Wealth-tax Act, 1957 does not include shares in companies and hence, the shares of the Company held by a shareholder are not liable to wealth-tax. The above tax benefit is generally available to the shareholders of all companies subject to the fulfilment of the conditions prescribed in the Wealth-tax Act, 1957. Notes: (i) In respect of non-residents, the tax rates and the consequent taxation mentioned above will be further subject to

any benefits available under the relevant Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has fiscal domicile.

(ii) In view of the individual nature of tax consequences, each investor is advised to consult his/her own tax advisor

with respect to specific tax consequences of his/her participation in the scheme. (iii) The above statement of possible direct tax benefits sets out the provisions of law in a summary manner only and

is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of equity shares.

No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. We shall not be liable to any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to any other person in respect of this statement

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SECTION IV – ABOUT US

INDUSTRY OVERVIEW The information in this section is derived from various publicly available sources, government publications and other industry sources, including April-June and July-September, 2012 edition of Glass Yug Magazine, Kanch Magazine, Vol 5, No. 4, edition July-September, 2012 published by All India Glass Manufacturers Federation (“ AIGMF ”) and Glass and Ceramic, Market & Opportunities, Indian Brand Equity Foundation (“IBEF ”), respectively. Although we believe industry, market and government data used in this Draft Letter of Offer is reliable and that website data is as current as practicable, this information has not been independently verified by us, the Lead Managers, or their respective legal, financial or other advisors, and no representation is made as to the accuracy of this information. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured, and accordingly, investment decisions should not be based on such information. Similarly, internal Company estimates, which we believe to be reliable, have not been verified by any independent agencies. Certain data has been reclassified for the purpose of presentation and much of the available information is based on best estimates, and should therefore be regarded as indicative only and treated with appropriate caution. Certain financial and other numerical amounts specified in this section have been subject to rounding adjustments; figures shown as totals may not be the arithmetic aggregation of the figures which precede them. Glass Industry The glass industry covers products such as flat glass (including sheet glass, float glass, figured and wired glass, safety glass and mirror), glass hollow wares and containers, optical glass laboratory glassware and fiber glass. Flat glass is used primarily in the construction sector and automobile sector. As our Company operates in flat glass industry, the industry description and discussion here below refers to and covers flat glass industry only. Most of the world’s float glass goes into buildings. In building products, basic glass can undergo two or more stages of processing before being installed as original or replacement windows and glazing systems, or used as a component in solar energy, and other technical applications. Within automotive segment, glass is used in original equipment (OE) for new cars, specialized transport applications, including buses, trucks, trains and ships, and also in the manufacture of replacement parts for the aftermarket.

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Volume growth drivers Demand growth for glass is driven not only by economic growth, but also by legislation and regulations. Demand for value-added products is growing at a fast rate enriching the product mix and boosting the sales line. Value-added products, particularly coated, are delivering greater functionality in all application areas. Value growth drivers The value growth drivers for the architectural and automotive glass are set out below: Architectural Glass Energy-saving (heating)

Energy-saving legislation and building regulations, reduction of energy loss from buildings, energy labeling of windows.

Energy-saving (cooling)

Energy-saving legislation, reduction of air-conditioning load in buildings, preventing non-air-conditioned buildings from over-heating.

Safety / Security Increasing legislative requirement for safety security glass in certain applications. Requirement for transparency combined with security features.

Fire

Requirement for good light transmission and compliance with fire safety regulations.

Acoustic

Increasing noise levels caused by traffic, aircraft, etc., progressively backed by legislation.

Self-cleaning

Reduction in use of detergents, safety at heights, extension of product range and features to increase functionality in commercial and domestic applications.

Solar Energy

Demand for renewable energy, stimulated by government support and feed-in tariffs.

Automotive glass Complexity Designers see glazing as a crucial element in designs to differentiate vehicles Curvature Styling demands increase the complexity and depth of curves in vehicle glazing. Surface tolerance Increasing depth and complexity of curvature makes surface tolerances critical, e.g. for

efficient windscreen wiper operation. Security Crime and vandalism increase the need for security, provided by laminated side glazings. Solar control Larger glass areas require tinted and coated glazing to reduce solar gain and air-conditioning

load. Glazing systems Reduced time to market and lean manufacturing require modularized glazing including trim

and other fittings in one unit. Global Glass Industry (Source: Glass and Ceramic, Market & Opportunities, Indian Brand Equity Foundation) The major glass producing countries in the world are Germany, USA, UK, China and Japan. The major importing countries are USA, Germany, Japan, France, Italy and Australia. The main consuming regions are Europe, China and North America, that together account for 74% of global demand for glass. Europe is the most mature glass market and has the highest proportion of value-added products. The global glass industry is quite concentrated, with four companies – Asahi Glass Co. Limited, Japan, NSG/ Pilkington, Saint-Gobain and Guardian, producing 67% of the total high quality float glass in the world. Lower quality float and sheet glass production is gradually being replaced by high quality float glass across the globe. For automotive glazing, there are only three major players – Asahi Glass Co. Limited, Japan, NSG/ Pilkington, and Saint-Gobain – who along with their respective associates meet nearly 75% of the world’s Original Equipment (OE) glazing requirements. Indian Glass Industry The glass industry in India is quite old and well established. (Source: Glass and Ceramic, Market & Opportunities, Indian Brand Equity Foundation)

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The annual growth rate of the float glass industry in India since 2001-02, is set out below:

Domestic Float Glass Sales Year Metric Tonnes /Day %Growth

2001-02 980 10.6 2002-03 1106 12.85 2003-04 1310 18.44 2004-05 1427 8.93 2005-06 1402 14.22 2006-07 1695.89 20.89 2007-08 2043 20.46 2008-09 1942 (5.2) 2009-10 2684 38.2 2010-11 3400 21.00% 2011-12 4000 17.65%

(Source: Glassyug September, 2012) Key Industry Players Some of the key industry players include Asahi India Glass Limited and Saint-Gobain Sekurit India Limited in the automotive segment. In the float glass segment, the key players are Saint Gobain Glass India Limited, Asahi India Glass Limited, Gujarat Guardian Limited, HNG Float Glass Limited and Gold Plus Glass Industry Limited. Company-wise Market Share (Source: Glassyug, September 2012) During the second quarter of 2012, the aggregate domestic sales of float glass amounted to 3,520 metric tonnes per day, contributed by sales made by the key players as per the following details:

• Saint-Gobain Glass India Limited – 1440 metric tonnes /day (39.77%) • Asahi India Glass Limited – 850 metric tonnes /day (24.14%) • Gujarat Guardian Limited – 550 metric tonnes /day (15.63%) • HNG Float Glass Limited – 370 metric tonnes /day (10.51%) • Gold Plus Glass Industry Limited – 350 metric tonnes /day (9.94%) Float Glass Processing Industry The float glass processing industry is explained below schematically:

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Demand Drivers The key drivers of float glass growth in India are: (Source: Kanch, Vol 5, No. 4, July-Sept 2012, All India Glass Manufactures Federation) 1. Realty Sector

The construction sector in India has been growing bigger by the day with the growth in the residential sector in India, increase demand for commercial space, booming retail sector, increasing demand in hospitality sector for quality hotels/resorts across this country and special economic zones, among various other things.

The growth of construction sector slowed down to 5.3% in financial year 2012, as against 8.1% recorded in financial year 2011.

2. Automobile Industry Indian automobile industry’s three and four wheeler vehicle segment recorded a moderate growth of 9% in financial year 2012 compared to healthy 26.1% and 30.1% in financial year 2011 and financial year 2010 respectively. During the year, passenger vehicle segment recorded a growth of 2.8% wherein cars grew at 1.8% and multi utility vehicles (MUVs) recorded 9.3% growth. Commercial vehicles grew at 21%.

3. Quality and Brand Conscious Consumers Till a few years ago, glass was a commodity in India and not a brand. Glass is no longer an undifferentiated commodity. It is now being marketed in India as a product with very specific qualities and properties attached to it. With the concerted marketing efforts by glass manufacturers, there is now a growing segment of quality and brand conscious consumer, who have been particularly driving sale of value added glass and glass products.

4. Functional advantages Use of glass offer many functional advantages, as below, over other building materials, which in turn is resulting in higher acceptance of glass as a superior building material :

• New Age Look – Structural glazing has become popular in the last five years as it allows architects and

designers to go free with their designing and gives architectural wonders. The variety of colours, texture, form that can be used in wall paneling and ceiling introduces an element of flexibility in architectural design. The various shades of glasses available give it a trendy and classic hi-tech look.

Float Glass Processing Industry

Architectural Float Glass

Automotive Float Glass

Tempering

Lamination

Insulation

Lamination

Tempering

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• Easy Maintenance – Glass buildings are easier to maintain than cement and concrete structures, with regular cleaning and washing glass buildings can be kept well without the hassle of painting and colouring. They can be easily machined, bolted and riveted.

• Hygienic - Glass is a non-porous and inert surface, which does not support the growth of mould, mildew,

and bacteria. It is therefore, ideal for the healthcare, hospitality and home segments.

• Safety and Protection – Laminated safety/sentry glass has good-tactical resistance, is burglar proof as well as scratch-resistant. It can meet specified wind loads or structural requirements with low mechanical strain under loads and has outstanding post-breakage resistance to creep and collapse after quakes.

• Privacy and Transparency – Glass panels provide privacy as well as transparency at the same time. Laminated glass allows people inside the building to view outside whereas outsiders cannot see what is happening in the building.

• Durability and Longevity – With technological breakthroughs in toughness and thickness, glass has now become durable and a long term investment in the construction sector.

• Access to natural light and saves energy consumption – Structural glazing was developed in the West as it allows natural light into the buildings, thus saving power and energy, which is essential in India where power and energy conservation are of prime importance.

• Gives a Spacious Feel – With property being expensive in metros and Tier 1 cities space is a big constraint and thus the use of glass gives a spacious look and feeling to the property.

• Heat Reflective – Glass chambers are also good for the environment as they take care of the greenhouse effect by reflecting the infrared waves that build up heat and keep the place cool and pleasant even on the hottest of days.

• Light weight structure – Construction with the use of glass significantly reduces the overall weight of the building and thereby its costs of construction.

• Reduces Sound Transmission – Glass cuts down sound transmissions by as much as 10- decibel points. Studies indicate that less noise means less stress. Glass tends to reduce unwanted noise and people become more creative, productive, and even healthier.

5. Environment friendly nature of Glass:

Glass scores over other materials on ecology. Glass is one of the most environment-friendly packaging material. Recycled glass is the most important raw material in the production of glass. Glass does not lose its quality or volume on recycling. Repeated recycling also does not affect its properties.

Glass Manufacturing Process The chemistry of glass has remained almost the same since man first started making it. Commercial glass is about 70% by weight silica (SiO2). This compound is obtained from sand and is ideal for making glass because it does not absorb visible light, making the finished product transparent. Melting pure silica requires temperatures up to 2,000 °C, so most manufacturers save fuel costs by mixing raw sand with about 18% sodium carbonate (Na2CO3), also known as soda. Adding about 10% limestone (CaCO3) contributes calcium, which helps protect the glass from weathering. Heating these ingredients together yields a molten mix of calcium silicate (CaSiO3) and sodium silicate (Na2SiO3) that, when cooled under controlled conditions, creates what is known as soda-lime-silica glass (popularly known as “float glass”). Glass in all its myriad forms starts life in the raw material quarry or the chemical plant, where sand, limestone / dolomite and soda ash, the three basic raw materials are mined or manufactured and then delivered to the glass plant to be made into a batch and melted to produce molten glass. After the batch has been melted and molten glass produced, the next step is the

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forming process, followed by annealing, inspection, packing and shipping. Raw Material & other costs in Glass Production The mix of raw materials used in the production of glass is known as the batch, which is mainly composed of three components: silica sand, soda ash and dolomite/limestone. Silica sand is a major input for the glass industry. Energy accounts for over 30% of the cost of production in glass plants. In order to reduce cost of production, fuel-efficient furnaces and energy-saving Refractories and insulations are used. Float Glass The preferred method of glass manufacturing is through what is known as the float process. This differs from the old way of making glass which is known as the drawn sheet method. In the drawn sheet process, sheets are literally drawn out of a vat of molten glass. The result is an inferior glass which is optically impure. The float process entails melting recycled glass, called cullet, silica sand, potash, lime and soda in a furnace. The molten glass is pushed through an opening onto a bed of molten tin, where it cools as it travels along to be cut into sheets. The speed that the molten glass travels at determines its thickness. The type of float glass used can be broadly divided into the following: Clear glass: This type of glass is very widely used. It is processed further into mirrors, beveled and etched. Tinted glass: Colorants are added to the normal clear float during manufacture in order to achieve tinted and solar radiation absortion properties. Tinted glass is manufactured by adding a dye at the molten glass stage. This is used to minimise solar heat gain and glare while it also absorbs heat, the primary use being in interiors – table tops, counter tops, windows, etc. To a limited extent, this is also used in curtain walling.

Reflective glass: Float glass can be treated with a metallic coating which provides a reflective mirror type effect. This is particularly advantageous should the reduction of solar heat gain be desirable. This is available in various shades of grey, blue, green etc. The major application for reflective glass is on the exteriors, for façade glazing in commercial, educational, industrial and residential buildings. In interiors, it is used for effects only. Low-e-glass: Low e-glasses are innovative coated glass that has the unique ability of preventing heat loss in cold weather while reducing heat intake in warm weather. It is popular in residential, commercial and industrial applications where thermal control is priority. Processed glass: This comprises Insulating glass/ double glazing: Used in star hotels, commercial complexes and corporate offices for acoustic and thermal insulation Tempered/ Toughened glass: Float glass heated to a temperature near its softening point and forced to cool rapidly under controlled conditions is "Tempered glass". The benefits of this glass are as below: (1) Strength - Tempered glass is approximately four times as strong as annealed glass. (2) Tempered glass is also able to resist temperature differences (200 ° F - 300 ° F) which would cause

annealed glass to crack. (3) Safety- Fully tempered glass is used in many applications because of its safety characteristics. Safety

comes from strength and from a unique fracture pattern. Also when broken it yields small pebble like fragments.

Toughened glass is used wherever strength is required and regular annealed glass will not be sufficient, like in high traffic uses like entrances, in conditions where high wind loads needs to be taken by the glass surface etc. Glass facades, sliding doors, building entrances and bath and shower enclosures are the most common uses. Fire knock-out panels, fireplace enclosures and kitchen objects like vegetable chopping board and cooking pot lids and other uses.

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High Strengthened (HS) Glass: this is a particularly heat-treated glass that a popular for vertical spandrel applications and as the base material for lamination. Its mechanical strength is twice that of annealed glass and held of fully tempered glass and it retains all the properties of anneled glass chemical resistance hardness, expansion and deflection. Laminated glass: Laminated glass is two or more sheets of glass which are bonded together with one or more layers (PVB) under heat and pressure to form a single piece. The benefits of this glass are as below: (1) Safety & Security – Laminated glass cracks under impact, but typically remains integral, unlike annealed

glass which typically produce long, sharp edged splinters on breakage. (2) Acoustics Control - It is highly effective in reducing noise. (3) Blocking UV rays - It also help by blocking UV rays thereby prevents deterioration in appearance of

interior trims. (4) Bullet resistant: this glass is a transparent material or multiple layers of laminated glass that provides the

light transmittance of normal glass but varying degrees of protection from firearms. (5) Disaster resistance: many special inter layers have been developed to help the glass withstand earthquakes,

high wind speed and other disasters. (6) Sound control: use of inter-layers can considerably reduce entry of noise. The visco-elastic properties of

interlayers have a dampening effect on noise.

Laminated glass is used as safety glazing in public buildings, commercial and retail structures in overhead usage and large facades. It also serves as security glazing in residences, embassies, banks and combat vehicles and sound control in offices, institutions, malls, residences, airport, bus terminals and recording studios. Other applications include skylights, aquariums, entrance doors and glass floors. Insulated Glass (IG Units): this is a double glass unit used instead of single glazing. They are commonly used on the surface that takes the maximum direct sunlight. Wired Glass: this is a flat glass reinforced with wire mesh and used especially for glass doors and roofing to prevent objects from smashing though the glass is also to hold pieces of broken glass together. It is used in exterior and interior construction. Doors and windows of buildings where fire protection and location where fallout protection is required. Stained Glass: it refers to glass that has either been painted fired or colored by adding metallic salts during its manufacture and often both. Metals such as copper or gold are used to bring in colors like blue, green, oranges and reds, etc. it is widely used in churches and mosques and is extensively used for decorative purposes in furniture, panels, lampshades, windows, doors, partitions etc. Sandblasted Glass: it is a glass that has design or form done on it by spraying sand. This texture is rougher than the rest of the glass and it is translucent. Sandblasting can be used in residential or commercial establishments. It is often used as partitions, shower curtains, interiors screens, on furniture etc. Etched or Patterned Glass: This is a form of decorative glass obtained by etching one side. It is visually appealing. An industrially produced glass ensures uniformity of coating and will not show patching. Acid-etched glass is used extensively as partitions, shower curtains, paneling, furniture, doors, etc. Lacquered Glass: this is another kind of decorative glass meant for interiors use. Bathrooms and kitchens are the most common application required with low maintenance finishes. Screen printed Glass/ Enameled Glass: this glass is one that is tempered or heat-strengthened glass, one face of which is covered, either partially or totally, with mineral pigments. Used for glazing, cladding in facades and roofs. Its malleability makes it useful for a variety of applications. Fire Resistant Glass: it is a special laminated glass that has properties to protect from heat and fire. When exposed to fire, the pane facing the flames fractures but remains in place and as the heat penetrates the glass, the

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interlayer begin to foam and form a thick insulating shields that blocks the fire. In the interior fire resistant glass is used in windows, doors, walls and partitions. Facades and sloped glazing applications are some exterior uses. Bent Glass: it is a normal glass that has been curved with a special process to give it a different look and is used for facades, shop fronts, panoramic lifts or showcases, shower doors, refrigerator cabinets, etc. Photovoltic Glass: Photovoltaic glass is special glass with integrated solar cells, to convert solar energy into electricity. This means that the power for an entire building can be produced within the roof and façade areas. It is used on facades and roofs where maximum amount of solar energy can be collected. Electro-Chromic Glass: This is an effective electricity saving component for buildings. The glass changes according to the harshness of sunlight. It can be used in facades and windows in office buildings and malls. Self Cleaning Glass: it is an ordinary float glass with a special photo-catalytic coating. This type of glass has a natural cleaning property. The active integrated coating on the outside of the glass absorbs the sun’s unltraviolet rays. This causes a reaction on the surface which breaks down dirt and loosens it from the glass. Anti Reflective Glass: it is a normal float glass, with a special coating that allows very little reflection of light. This type of glass has maximum transparency and lower light reflection rates. It allows optimum viewing through the glass at all times.

(Source: Kanch, Vol 5, No. 4, July-Sept 2012, All India Glass Manufactures Federation)

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OUR BUSINESS Unless otherwise stated, the financial information used in this section is derived from our audited restated consolidated financial statements as of and for the six month period ended September 30, 2012. Incorporated in 1984, our Company has grown from being a ‘single-plant single-customer’ company to one of the largest integrated glass manufacturer in India with 13 manufacturing units and 3 warehouse cum sub-assembly units and customers including major automobile manufacturers in the country like Maruti Suzuki India Limited, Hyundai Motor India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Toyota Kirloskar Motor Private Limited, Volkswagen Group Sales India Private Limited, Honda Cars India Limited and Volvo Buses India Private Limited, spanning across major cities of India. As one of the largest integrated glass manufacturer in India, our Company along with its Subsidiaries and Associates, offers a wide range of glass products and end to end solutions across the entire glass value chain to its customers, through the following strategic business units (“SBUs”): • Automotive Glass SBU; • Architectural Glass SBU; • Consumer Glass SBU; and • Solar Glass SBU. Under our Automotive Glass SBU we inter alia manufacture and offer products like laminated windshields, defogger glass, tempered glass for sidelites and backlites, rain sensor windshield, heated windshield, plug-in window etc., to original equipment manufacturers (“OEM ”) like Maruti Suzuki India Limited, Hyundai Motor India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Toyota Kirloskar Motor Private Limited, Volkswagen Group Sales India Private Limited, Honda Cars India Limited and Volvo Buses India Private Limited. As of September 30, 2012, the Automotive Glass SBU enjoyed approximately 69.47% of the market share (on the basis of the number of glass pieces supplied) in the OEM segment for passenger vehicles (i.e., cars and multi utility vehicles (“MUVs”)) markets. This SBU received the Deming Application Price in 2007 certifying the outstanding performance achieved through application of total quality management (“TQM ”). The Bawal manufacturing unit of Automotive Glass SBU was also honoured with the “TPM Excellence Award-2010” from Japan Institute of Plant Maintenance. The Automotive Glass SBU contributed approximately 54.73% to the Company’s total revenue in FY 2011- 2012. Under the Architectural Glass SBU, we inter alia manufacture, process and offer products like clear and tinted float glass, heat reflective glass, energy efficient reflective glass, solar control glass, unplasticised Polyvinyl Chloride (“uPVC”) windows, tempered burglar proof glass, décor glass, frosted glass, sound resistant glass and impact resistant glass to customers which include automotive safety glass manufacturers, processors, distributors, dealers, channel partners, institutional and other customers through our sales, marketing and distribution network. Further, the Architectural Glass SBU also supplies float glass to the Automotive Glass SBU. The Architectural Glass SBU contributed approximately 44.95% to the Company’s total revenue in FY 2011- 2012 and enjoyed a market share of approximately 24.14% in the float glass market as of September 30, 2012. Under the Consumer Glass SBU, we offer automotive and architectural glass products through our subsidiary GX Glass Sales and Services Limited (“GX Glass”) and our Associates namely Asahi India Map Auto Glass Limited (“AIM ”) and AIS Adhesive Limited (“AIA ”). GX Glass through its brand ‘Glasxperts’, provides integrated services for glass selection and installation for homes, offices and commercial spaces. Glasxperts aims at providing services which include helping the consumer select and buy the right kind of glass at the right price to having it delivered and installed in a timely and efficient manner. Further, AIM is engaged in the after-market distribution of automotive safety glass manufactured by our Company to dealers and retailers and AIA is engaged in the distribution of sealants to dealers and retailers. AIM and AIA have also entered into franchisee agreements with Shield Autoglass Limited (which is one of our group companies) pursuant to which they are operating franchisees of Windshield Experts at certain locations. Windshield Experts is the retail venture of Shield Autoglass Limited (which is one of our group companies), which is engaged in the automotive glass repair and replacement. Our Company has recently set up the Solar Glass SBU as it believes that in the light of limited availability of fossil

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Rewari, Bawal: 1. Auto Glass

Roorkee: 6. Float Glass 7. Reflective glass 8. Mirror 9. Architectural

processing 10. Automotive

glass

Chennai: 1. Automotive glass 2. Architectural

processing

Taloja: 5. Float Glass 6. High

performance reflective glass

7. Architectural processing

8. Automotive glass

Faridabad:

1. uPVC Window

fuel and continued thrust of the government towards renewable power generation, the Solar Glass SBU could open a fairly promising business avenue for the Company. Set out below is a comparison between our Company’s position in its initial years versus the present position of our Company, which highlights the progress made by our Company since its incorporation: AIS in 1987

AIS today

Automotive glass manufacturing One of the largest integrated glass company in India with significant presence in the automotive and architectural glass value chains.

Single customer being Maruti Suzuki India Limited

Wide spread customer-base across all business verticals. Leader in automotive glass with approximately 69.47% market share (as on September 30, 2012) in the OEM segment for passenger vehicles (i.e., cars and MUVs) markets and a significant market share in architectural and consumers glass business.

Single Plant at Bawal (Haryana) 13 manufacturing units and 3 warehouse cum sub-assembly units. Local operations – National Capital Region of Delhi and Haryana

Presence in major cities of India with strategically located manufacturing units, sub-assembly units, warehouses, sales and marketing offices.

COMPANY’S MANUFACURING AND SUB-ASSEMBLY UNITS Presently, our Company has a network of 13 strategically located manufacturing units across the country, the locations of which are depicted in the map below:

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The net sales and the net profit of our Company on a restated consolidated basis for the last 5 Financial Years is set out below:

(Amount in Crores) For six months

ended September 30, 2012






Net sales

926.87 1,680.11 1,557.03 1,293.23 1,238.31 995.76

Net profit

(55.05) (65.07) 16.43 1.96 (42.20) (42.48)

Our Competitive Strengths We believe we have the following competitive strengths: We are one of the largest integrated glass manufacturers in India We are one of the largest integrated glass manufacturers in India with a significant presence in the automotive and architectural glass value chains, supplying wide range of glass products, solutions and services primarily to the automobile and construction industry. In the automotive glass segment, as on September 30, 2012, our Company enjoyed approximately 69.47% market share in the OEM segment for passenger vehicles (i.e., cars and MUVs). In the architectural glass segment, our Company has the second largest float glass production capacity of 1,200 tons per day amongst its peers, with approximately 24.14 % market share as of September 30, 2012. Wide range of glass products, solutions and services for all customer segments The Company has the capabilities to manufacture and is offering wide range of glass products, solutions and services in the automotive and architectural glass value chains. We have been meeting the wide and varied glass requirements of all our customers including OEM segment, projects, dealers, distributors and the end consumers. Catering to diverse markets and customer segments with full range of glass products, solution and services has enabled us to consistently increase our revenues over the past few years and also de-risk our business. Presence across major cities in India Our Company has a network of 13 strategically located manufacturing units and 3 warehouses cum sub-assembly units, supported by a network of sales and marketing offices, and various distributors/ dealers across the length and breadth of the country. Our widespread presence is helping us cater to the demands of our customers across India in a timely and cost efficient manner and expanding the reach of our glass products, solutions and services, thereby increasing our revenues. State- of- the- art manufacturing setup Our manufacturing units in India have received various accreditations and certifications confirming their adherence to quality, safety, product and environmental standards. For further details of such certifications, please see “Quality, Product and Environment Certifications” in this section below. Our manufacturing units have been built using state-of-the-art machinery imported from suppliers and / or developed and sourced indigenously. The manufacturing units are subject to regular checks, audits and maintenance to improve and sustain productivity. Our manufacturing units meet the stringent quality standards required by our global customers, which is a prerequisite for supplying to such customers. Highly qualified management team and experienced employee base We have, over the past number of years, developed and built a team of capable and qualified personnel who oversee and manage the various facets of our Company’s operations. Our team comprises of senior management personnel

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who are veterans in the glass industry. The attrition level of senior managerial personnel has been low, which reflects the Company’s culture of nurturing, retaining and empowering its people. Ability to sustain long term association and strong relationship with customers and meet customer requirements We have over 25 years of experience in the Indian glass industry. Over all these years, we have developed skills to understand the pulse and the requirements of our customers and built capabilities to offer customized glass products, solutions and services as per such requirements. This has helped us nurture strong relationships with our key customers which has resulted in us being associated with many of such customers for long periods of time. Some of our key customers include companies like Maruti Suzuki India Limited, Hyundai Motor India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Toyota Kirloskar Motor Private Limited, Volkswagen Group Sales India Private Limited, Honda Cars India Limited and Volvo Buses India Private Limited. We have been timely and adequately investing in our capacities and capabilities in the automotive and architectural glass segments to be able to meet the wide and varied requirements of our existing and potential customers for automotive and architectural glass products, solutions and services. We believe that we currently have adequate capacities to cater to the automotive and architectural glass requirements of all our existing customers. Our Strategy To continue to harness the strength of being an integrated glass company to its optimum and to capitalise on the robust forecasted demand We continue to focus on our strategy of being an integrated glass company that has helped us in evolving and establishing us as one of the largest integrated glass company in India. We believe that we are today best positioned to harness any immediate demand upturn and the strong demand growth of glass which we expect in the years to come. The float glass industry in India has grown at a CAGR of about 15.4 % over the last 10 years. We expect this growth momentum to continue and improve, with demand for value-added and processed glass products expected to grow at much higher rates. Further, the passenger vehicle segment in India has grown at a CAGR of about 16.8 % over the last 10 years and we expect this growth momentum to continue and even improve further. We believe that our Company has the requisite capabilities and is best positioned to fully harness the robust demand for automotive and architectural glass products, solutions and services as expected over the years and be a significant beneficiary of such growth. Increased and continuous focus on value added products to improve profitability We have been increasingly focusing and shall continue to focus on the value-added products to improve profitability. The value added range of products being manufactured by us at our various manufacturing locations include automotive glass products like zone-tempered glass for windshields, silver printed defogger glass, black ceramic printed flush fitting glass, complex windshields, backlites, sidelites and Poly Vinyl Chloride (“PVC”) encapsulated fixed glass, etc. and architectural glass products like high performance energy efficient reflective glass – AIS Ecosense, heat reflective glass – AIS Supersilver, AIS Mirrors, lacquered glass – AIS Décor, frosted glass – AIS Krystal, impact resistant glass – AIS Stronglas, burglar resistant glass – AIS Securityglas, sound resistant glass – AIS Acousticglas and AIS Vue–uPVC glass windows and doors. Such value added products with higher sale price have higher margins than normal glass products. Maintain and gain market share We aim to grow profitably and to this end will strive to maintain and gain market share. The focus will be to gain market share particularly for the value added products in the architectural glass business. In the automotive glass business, we are aiming to maintain our market share in the OEM segment and increase our market share in the after -market and other profitable segments.

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To turn around business performance and again be a profit making company We have incurred losses in the last fiscal year and for the six months period ended September 30, 2012, on account of various external and internal factors like low demand growth, high inflation, high interest rate regime, depreciation of rupee, high energy cost, operational performance, etc. To counter the effect of such factors, we have undertaken and shall continue to undertake measures towards rationalization of costs and expenses by way of alternate sourcing and localization of raw material, undertaking price corrections of our products, improving operational efficiency and harnessing and synergising all SBUs to generate additional revenue through cross selling and upselling with increased focus on value added products. Further, to achieve the aforesaid strategy, we intend to focus on excellence in all our operations and business actions to realize our mission ‘Jikko – Execution for excellence’. Our Business Units Our Company’s business is being operated by four different SBUs as set out below:

1. AUTOMOTIVE GLASS SBU Overview Our Automotive Glass SBU enjoys approximately 69.47% of the market share (on the basis of the number of glass pieces supplied), as on September 30, 2012, in the OEM segment for passenger vehicles (i.e., cars and MUVs) and is accordingly the largest supplier of automotive glass to the passenger vehicle segment in India. It was conferred with the Deming Application Prize in 2007 certifying the outstanding performance achieved through application of TQM. From its inception in 1987, the operations of our Automotive Glass SBU have grown significantly from a single plant and a single customer to four manufacturing units and three warehouse cum sub-assembly units/ warehouses spanning across India and a broad customer base. The manufacturing units and warehouse cum sub-assembly units are strategically located close to India’s automotive manufacturing hubs and produce a wide range of automotive safety glass. Such geographical presence and strategic locations enables the Automotive Glass SBU to deliver seamless products and services to its customers. This SBU contributed approximately 54.73% of our Company’s revenue in the FY 2011-2012. Products Our Automotive Glass SBU manufactures a wide range of automotive safety glass which include the following: • Laminated windshields; • Tempered glass for sidelites and backlites;

Asahi India Glass Limited

Automotive Glass

SBU

Architectural Glass

SBU

Consumer Glass

SBU

Solar Glass SBU

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• Defogger glass; • Glass antenna; • Encapsulated glass; • Plug-in window; • Solar control glass; • IR cut glass; • UV cut glass; • Flush fitting glass; • Rain sensor windshield; • Heated windshield; • Extruded windshield; and • Glass with assembly. A brief description of some of the key products being manufactured by Automotive Glass SBU is set out below: (a) Laminated windshield Laminated windshield comprises of two sheets of glass bonded together with one layer of Poly Vinyl Butyral (“PVB”) under heat and pressure to form a single piece. Laminated windshields provides the following key benefits: • Safety and Security: Laminated glass cracks under impact, but typically remains integral, unlike annealed glass

which typically produces long, sharp-edged splinters on breakage.

• Acoustics Control: it is highly effective in reducing noise. • Blocking Ultra Violet (“UV”) rays: Laminated glass helps in blocking UV rays which prevents deterioration in

the appearance of interior trims. (b) Tempered glass Float glass is heated to a temperature near its softening point and forced to cool rapidly under controlled conditions, creating tempered glass. This gives the glass its strength. Tempered glass provides the following key benefits: • Strength: A fully tempered glass is 4 to 5 times stronger than an annealed glass of similar thickness. • Safety: When broken by impact, fully tempered glass immediately disintegrates into relatively small pieces

thereby greatly reducing the likelihood of serious cutting or piercing injuries in comparison with ordinary annealed glass.

• Thermal Breakage: When direct sunlight falls on a pane of glass then the glass surface tends to heat up. This

heating is not uniform in nature. The central part that is exposed gets more sunlight and heats up faster while the edges are relatively cooler. This creates temperature difference inside the same pane of glass and when it crosses a certain limit there is a chance of thermal breakage. But a fully tempered glass has significantly higher edge strength to withstand chances of thermal breakage.

(c) Value-added glass products Over the years, the Automotive Glass SBU has evolved a number of value-added glass products like zone-tempered glass for windshields, silver printed defogger glass, black ceramic printed flush fitting glass and PVC-encapsulated fixed glass. (i) Defogger glass

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Defogger glass is a glass that uses electrical heat to remove fog from the inner and the outer portion of the glass. The key benefit of defogger glass is to provide safety and security as it provides a clear and undistorted vision in all-weather conditions. (ii) Encapsulated glass Glass encapsulation involves the moulding of flexible PVC around the glass perimeter to provide an aesthetic integrated trim for the product. Encapsulated glass provides the following key benefits: • Integrated trim to glass; • Cost reduction through one supplier integration; • Lower number of components to handle at the customer end; and • Overall program timing reduction. (iii) Sub-assembled products Our Automotive Glass SBU also manufactures a wide range of automotive safety glass with the option of sub-assembly like laminated windshield with mirror button (for rear view mirror fitment), glass with holder assembly, glass with carrier plate assembly etc. Customers Our Automotive Glass SBU sells its products to the following: (i) OEMs like Maruti Suzuki India Limited, Hyundai Motor India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Toyota Kirloskar Motor Private Limited, Volkswagen Group Sales India Private Limited, Honda Cars India Limited and Volvo Buses India Private Limited; (ii) It also sells its products in the after sales market in major Indian cities through distributors; and (iii) It exports its products to AGC for further sale by AGC and also delivers the products to AGC’s customers in countries like South Africa, South Korea, Philippines, U.K, France, Italy, Spain and Belgium. Manufacturing/ sub-assembly units Our Automotive Glass SBU has four manufacturing units located at Bawal (Haryana), Roorkee (Uttrakhand), Chennai (Tamil Nadu) and Taloja (Maharashtra) respectively and three warehouse cum sub-assembly units located at Bengaluru (Karnataka), Halol (Gujrat) and Pune(Maharashtra) respectively. All these units are strategically located close to the key automotive companies to ensure seamless delivery of products and service to customers. Performance The revenues of our Automotive Glass SBU recorded a steady growth of approximately 10.18% in FY 2011-2012 over FY 2010-2011. Further, revenues of approximately ` 925.90 crores recorded by the SBU constituted approximately 54.73% of our Company’s revenues, as against approximately 53.37% in FY 2010-2011. However, the SBU’s profits before interest and unallocated expenses decreased in FY 2011-2012 to ` 73.35 crores, from ̀ 93.15 crores in FY 2010-2011. 2. ARCHITECTURAL GLASS SBU Overview The Architectural Glass SBU was formed in 2011 by combining the Float Glass SBU and the Glass Solutions SBU

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and bringing it under common management. Prior to such organizational restructuring, the Float Glass SBU and the Glass Solutions SBU were functioning independently. The Glass Solutions SBU was set up in 2004 to provide value added glass products and solutions to its customers by supplying a wide range of quality architectural processed glass comprising of toughened glass, laminated glass, insulated glass and other varied products. The Float Glass SBU was set up subsequently to take-over the erstwhile Floatglass India Limited in 2001 by our Company. In 2003, Floatglass India Limited was merged with our Company. The Float Glass SBU of our Company was engaged in manufacturing and selling a variety of architectural glass products like clear glass, tinted glass, reflective glass, mirror, frosted glass, lacquered glass, etc.. The Architectural Glass SBU contributed approximately 44.95% of the revenue in FY 2011-2012 and enjoys a market share of approximately 24.14% in the float glass market as of September 30, 2012. Besides stock feeding its own processing requirements towards a range of architectural glass products, this SBU also supplies float glass as a raw material to Automotive Glass SBU. Products The Architectural Glass SBU manufactures wide range of products which include the following: • AIS Clear™- Clear Float Glass; • AIS Tinted™-Heat Absorbing Glass; • AIS Supersilver™ Heat Reflective Glass; • AIS Opal™ - Affordably Priced Solar Control Glass; • AIS Mirror™ - Distortion-Free Mirrors; • AIS Décor™ Lacquered Glass in Vibrant Colours for Interiors; • AIS Krystal™ - Only Branded Frosted Glass; • Ecosense™ - High performance Energy Efficient Reflective Glass; • AIS Stronglas™ - Impact Resistant Glass; • AIS Securityglas™ – Burglar Resistant Glass; • AIS Acousticglas™ - Sound Resistant Glass; and • AIS Ceramic Printed Glass. The aforesaid products are manufactured and sold in different shades and tints of various colors and in varying sizes. A brief description of some of the key products being manufactured by the Architectural Glass SBU is set out below: (a) AIS Clear Float Glass (“AIS Clear”) AIS Clear is available in varied thickness and sizes. Some of the key features of AIS Clear include the following: • Distortion-free: 100% distortion-free vision due to precise surface flatness and high quality of the glass. • Clarity of vision: AIS Clear provides high clarity of vision through crystal clear finish. • Sparkling surface: AIS Clear exudes sparkling lustre due to which it can resist scratches, dust and dirt and is

easier to clean. (b) AIS Tinted Float Glass (“AIS Tinted”) AIS Tinted is available in various shades, thickness and sizes. Some of the key features of AIS Tinted include the following:

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• Absorbs solar heat energy: AIS Tinted absorbs the solar radiation heat incident on the glass surface, depending on tint and thickness. Accordingly, it reduces the quantity of heat flowing into the buildings, lessens cooling load on air-conditioners and induces energy saving.

• Aesthetics: Our Company believes that AIS Tinted enhances the aesthetic appearance of buildings. • Protection against glare: AIS Tinted being low in visible ray transmittance creates a soothing environment and

reduces harmful ultraviolet ray penetration. (c) AIS Supersilver Heat Reflective Glass (“AIS Supersilver”) AIS Supersilver permits high light transmission but low solar heat inflow. It is available in various shades, thickness and sizes. Some of the key features of AIS Supersilver include the following: • Versatility: AIS Supersilver is easy to process, assemble and install. With a multitude of choices available,

builders, developers, architects and interior designers can add a special individualistic touch to their creative ideas.

• Comfort: AIS Supersilver is suitable for fluctuating light conditions. It provides protection against infrared rays

as also the glare of the sun, hence, providing optical comfort and a soothing environment. It is also suitable for being used as a monolithic glass whose coating does not deteriorate for a long period.

• Privacy: AIS Supersilver reflects light and does not allow the outsiders to look into the premises during daytime

thereby ensuring privacy. (d) AIS Mirrors AIS Mirrors are the copper and lead free new generation mirrors which are available in varied thickness and sizes. Some of the key features of AIS Mirrors include the following: • Copper-free coating - Conventional mirrors cloud with age and dark patches spread on the surface due to

oxidation caused by the copper coating reacting with reactive agents in the adhesives used to fix mirrors in place. AIS Mirrors are free from such ageing as they contain no copper;

• Lead-free protective paints used, therefore it is environmental friendly; • Suitable for hot and humid environment; and • Compatible with a wide range of adhesives. (e) AIS Décor Lacquered Glass (“AIS Décor”) AIS Décor is manufactured for use in interiors. This glass has a coloured opaque appearance which is achieved by the application of special high quality paint to one surface of the glass, oven cured through a process. AIS Décor is available in various shades. Some of the key features of AIS Décor include the following: • It can withstand temperatures upto 80°C. However prolonged exposure to high temperature could result in slight

fading of colour; and • It can be cut, drilled, ground and edge-finished. (f) AIS Krystal Frosted Glass (“AIS Krystal”) AIS Krystal renders glass translucent, thereby obscuring the view while allowing light to pass through. It can be used in a number of interior designing applications. (g) AIS Stronglas™- Impact Resistant Glass (“AIS Stronglas”)

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AIS Stronglas is a high grade tempered glass that has a much higher tensile strength when compared to the ordinary glass. Utilisation of such glass reduces the risk of impact related breakage thereby ensuring high degree of safety. Further, even if such glass breaks, the chances of hurt being caused are minimum. (h) AIS Securityglas™ - Burglar Resistant Glass (“AIS Securityglas”). AIS Securityglas is a laminated glass with specialized plastic inter layers to provide high level of intrusion resistance from burglar attacks. Utilisation of such glass enables high degree of visual communication and access to daylight without compromising on safety. (i) AIS Acousticglas™ - Sound Resistant Glass (“AIS Acousticglas”) AIS Acousticglas is laminated with a specialized plastic interlayer that dampens external sounds and provides a 90% sound reduction. When compared to 5mm ordinary glass, AIS Acousticglas provides an extra 50-60% sound reduction. AIS Acousticglas is suitable for homes, offices and shops in high traffic zones or near railway-lines and airports. Other than the aforesaid products, the Architectural Glass SBU also manufactures home products like shower enclosures, table tops and shelves. Customers The products manufactured by the Architectural Glass SBU are supplied to automotive safety glass manufacturers, processors, distributors, dealers, channel partners, institutional and other customers through sales, marketing and distribution network. Some of the aforesaid products are also exported to various countries like Srilanka, Tanzania, Uganda, United Arab Emirates, Zambia and Brazil. The Architectural Glass SBU also markets AGC products in India as its distribution partner. Manufacturing and processing units The Architectural Glass SBU has two float glass manufacturing units located at Roorkee (Uttarakhand) and Taloja (Maharashtra) and three processing units located at Roorkee (Uttarakhand), Taloja (Maharashtra) and Chennai (Tamil Nadu). Further, we have an uPVC window manufacturing unit at Faridabad (Haryana). The aforesaid processing unit located at Roorkee and the uPVC window manufacturing unit located at Faridabad are owned by our subsidiary, AIS Glass Solutions Limited. The units at Roorkee and Taloja have a combined float glass production capacity of 1,200 tons per day, which is the second largest amongst our Company’s peers in the industry. Performance The sales turnover of this SBU improved marginally to ` 760.51 crores in FY 2011-2012 from ` 729.08 crores in FY 2010-2011, recording a marginal growth of 4.31%. The revenues of this SBU constituted approximately 44.95% of our Company’s annual sales turnover for FY 2011-2012, as against approximately 46.30% in the FY 2010-2011. This SBU slipped into losses before allocation of interest and other common overheads, of ` 8.03 crores in FY 2011-2012, as against profits of ` 62.53 crores in FY 2010-2011. Applications of products being manufactured by the Architectural Glass SBU The products manufactured by the Architectural Glass SBU finds application in the following: Window Glazing: Our glass’s strength, optical clarity, distortion free smooth surface and bigger sizes give design flexibility, making it the natural choice for all window glazing applications.

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Curtain Walls: Availability of AIS Tinted Float and AIS Heat Reflective Glass in various shapes and sizes enable the designing of the latest in curtain walls. Besides modern expression, it reduces the overall dead weight of the building, allows faster construction and requires less expensive maintenance. Further, the heat-absorbing / heat-reflective characteristic reduces the air-conditioning load substantially, thereby saving energy. Partition Walls: Due to its inherent strength and availability in large sizes, the glass manufactured by us can be extensively used for partitions. Glass partitions add to the aesthetics of the room and give a feeling of spaciousness. Doors: The glass manufactured by us is used in designing doors and entrances. Shop-Fronts: Clear and transparent shop-fronts made of float glass provide a distinct image to a showroom. Shop Decorations: Modern expression, transparency, easy maintenance and non-inflammability of the glass manufactured by us makes it an attractive material for display cabinets, partitioning, screening and designing modern and high-class showrooms and shopping malls. Furniture: Due to its versatility, float glass manufactured by us is suitable for being used in furniture, tabletops, shelves, cabinets, showcases and sliding doors of large almirahs and cupboards etc. Balustrades: The glass manufactured by us also finds application in balustrades. Mirrors: The float glass manufactured by us generates reflected images when mirrored. Also, the AIS Mirrors are of high quality as they are copper and lead free and corrosion resistant. Special Applications: The float glass manufactured by us can be further processed to be used for skylights, atriums, museums, art galleries, aquariums, lifts, dance floors etc. 3. CONSUMER GLASS SBU While the first two SBUs of the Company are largely focused on supplies to OEM and institutional customers, the Consumer Glass SBU is our Company’s interface with end users for its range of automotive and architectural glass offerings. Providing customised and consumer-centric solutions is the key differentiator of this SBU. Under this SBU, we offer automotive and architectural glass products through our subsidiary GX Glass Sales and Services Limited (“GX Glass”) and our Associates namely Asahi India Map Auto Glass Limited (“AIM ”) and AIS Adhesive Limited (“AIA ”). GX Glass through its brand ‘Glasxperts’, provides integrated services for glass selection and installation for homes, offices and commercial spaces. Glasxperts aims at providing services which include helping the consumer select and buy the right kind of glass at the right price to having it delivered and installed in a timely and efficient manner. Further, AIM is engaged in the after-market distribution of automotive safety glass to dealers and retailers and AIA is engaged in the distribution of sealants to dealers and retailers. AIM and AIA have also entered into franchisee agreements with Shield Autoglass Limited (which is one of our group companies) pursuant to which they are operating franchisees of Windshield Experts at certain locations. Windshield Experts is the retail venture of Shield Autoglass Limited (which is one of our group companies), which is engaged in the automotive glass repair and replacement. 4. SOLAR GLASS SBU Our Company has recently established the Solar Glass SBU as it believes that in the light of limited availability of fossil fuel and continued thrust of the government towards renewable power generation, the Solar Glass SBU could open a fairly promising business avenue for the Company. Our Company further believes that the tropical weather conditions make India a country rich with tremendous potential in solar energy and with a National Solar Mission in place and the Ministry of New and Renewable Energy pushing for widespread adoption of solar power plants by incentivizing private investments, solar energy segment is bound to grow at an accelerated pace in coming years.

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BRIEF DESCRIPTION OF THE MANUFACTURING PROCESSES Set out below is a brief description of the process involved in manufacturing float glass, laminated glass and tempered glass. (a)Float Glass Raw materials required for the production of float glass include silica sand, soda ash, dolomite, limestone, feldspar, sodium sulphate, carbon, and cullet. The production process for the float glass involves the following steps: Step 1: The raw materials are weighed and fed into the system in prescribed proportions. This is done with reliable electronic scales with all necessary functions and thus acquires a dynamic accuracy of over 1/1000. The weighed raw materials are charged into one forced type mixers where they are homogenously mixed and well mixed batch is then conveyed into the furnace hoppers by a belt conveyor. Then the weighed cullet is uniformly spread onto the surface of mixed batch. Step 2: This ready mixed batch is conveyed into the combined float workshop through a belt conveyor. Then the batch together with cullet is charged into the furnace hopped viz. reciprocating belt conveyor. The furnace at 1600°C fires natural gas to achieve a high temperature, under which a batch is melted, refined, homogenized and then cooled into molten glass. Molten glass then flows into the metal bath. Thereafter from metal bath, the molten glass flows over molten tin at about 1000°C to 1100°C. At this stage molten glass naturally spreads and is polished at the same time and finally takes the form of glass ribbon in desired width and thickness under mechanic pulling force and control of edge stoppers and top rollers. During the course, the glass ribbon travels forward and cools down till 600°C and leaves the tin bath. Step 3: Thereafter, glass ribbon moves into the annealing lehr to be annealed and cooled down below 70°C to 90°C, and then enters into cold end unit. During normal production, glass undergoes automatic inspection, longitude cutting, cross cutting, cross snapping, accelerating and spacing out, edge snapping, longitude snapping and spacing out, and purging and then enters the sheet picking-up and stacking area. Step 4: A powdering machine is installed in the stacking area and the small sized glass sheet are taken off manually, and large ones are stacked automatically. Ready stacked or encased glass is then transported into the warehouse by forklift. An emergency cross cutter is installed at the exit of annealing lehr to cut the unqualified glass ribbon and reject/crush the glass through the dropping down roller and then send the cullet into the cullet recovery system. Out of the aforesaid steps, the most important and critical processes take place in the melting furnace, float tin bath, and annealing lehr. Although the technology involved is the same, there could be some difference in process depending on features and designs of each make. However, the function of the three critical stages could broadly be summarized as under: a) Melting Furnace: The melting furnace is capable of melting batch material as per the designated furnace capacity. The batch material is fed in blanket form into the glass melting furnace. The operation of the feeder is controlled by a high precision glass level detector. The melting furnace is a large refractory structure enclosed in structural and binding steel. Different types of refractory materials are used in furnace construction. Each type is carefully selected to be used in certain areas where it is best suited for trouble free production. The life of furnace is normally of 15 years and gets prolonged with proper preventive maintenance and care. The furnace refractory, if not properly selected, can be a major source of glass defects. The furnace is approximately 50 meters long and 10 meters wide and contains about 1500 MT of molten glass. The batch material is pushed away from the furnace entrance called “Dog House” by the blanket feeder. Floating on the top of the molten glass, the batch would pass under the fuel fires, pouring out of the ports along the furnace sidewall. Temperatures of about 1600°C melt the batch ingredients. Combustion gases are discharged through a stack.

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As the batch materials melt into solution, the molten glass is gradually cooled in the refiner section of the furnace. By the time the glass reaches the furnace front wall, it is completely free of unmelted batch particles and uniform in composition. This homogeneous blend is delivered to the metal bath in a continuous flow through the canal. b) Metal bath: The metal bath consists of an electrically heated forming oven. The molten glass would flow onto the surface of a pool of molten tin, maintained at approximately 1000°C to 1100°C. A continuous ribbon is drawn from this pool and transported and cooled along the length of the metal bath. The soft glass at the bath exit is approximately 600°C hot and still in plastic stage but hard enough to be removed from the surface of the tin with mechanical rollers without marking. The metal bath is approximately 7 meters wide and 50 meter long, containing close to 130 tonnes to 145 tonnes of molten tin. The bath chamber is carefully sealed and maintained under positive pressure by an inert nitrogen atmosphere with traces of hydrogen. This is necessary to maintain a clean pristine surface for the tin, which is otherwise rapidly oxidized in air. The molten glass, when flowing on the surface of the molten tin, forms a ribbon of perfectly flat parallel surface. The thickness of the ribbon is controlled by the pull out speed and can vary. The ribbon would emerge from the bath at different speeds depending upon the desired thickness. c) Annealing lehr: The annealing lehr must cool the glass ribbon from 600°C to approximately 90°C, in a precise uniform manner to prevent residual stresses that make cutting difficult and also to prevent temporary stresses that cause ribbon fractures. The annealing lehr uses small amounts of electric heat to keep the edge of the sheet from cooling faster than the center. Special rollers, drive systems and a sophisticated temperature control system are required for the annealing lehr to accomplish controlled cooling. (b) Laminated Glass Laminated glass is made of two sheets of glass bonded together with one layer of PVB. The PVB sticks with the glass and forms chemical as well as mechanical bonds. When laminated with annealed glass, the layer maintains the geometric integrity of the pane in case of breakage. Also it gives acoustic insulation as well as gives protection against damage caused due to UV radiation. The production process for the laminated glass involves the following steps: Step 1: First the glass is cut to size from the available stock in accordance to the order given by the client. Step 2: The glass is safely transported from the glass storage rack to the laminated glass line using the feeding device. The glass is then positioned onto the table and conveyed via roller table to the washing machine. Wider gaps between individual panes are automatically reduced to a small safety distance before the glass reaches the washing machine. Step 3: Glass panes are cleaned and dried by varying speeds. Automatic scanning of glass thickness and coated glass sensors allow accurate positioning of the cleaning brushes. Different bristle diameters are used for the process which ensure a proper cleaning of the glass using de-ionized water. Step 4: Once the glass is cleaned by washing and subsequently dried, it is then transported to the clean room where the PVB is stored. In the clean room a perfectly coordinated air conditioning system regulates both temperature and relative humidity of the PVB film rolls. Also the environment is kept dust free so as to ensure that no dirt particles stick to PVB or glass which may result in delamination. The cleaned glass enters the positioning station, where the longitudinal and transverse sides of the panes are aligned with repeatable accuracy according to their respective geometry. The transfer unit, equipped with impression-free suction cups, lifts the positioned glass panes. Non-occupied cups are closed automatically. The transfer unit transports the glass via precise linear guides to the assembly position. From a choice of different PVB film coils, the suitable one is selected and handed over to the operating personnel.

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The next pane is then placed on top, accurately aligned, and the sandwich is assembled. Then the operator releases the sandwich so that it moves over to the nip rollers where the laminated glass is pressed to remove any air bubbles and heated to soften the PVB. Step 5: After leaving the nip zone, the glass package is conveyed to the exit and then is transported to an auto-clave cart. The nipped glass enters the autoclave where the final clear laminated glass state is achieved by a specific cycle of pressure (8-10 bar) and heat (100 to 150 degree). (c) Tempered Glass Tempered glass is made from normal annealed glass by a thermal tempering process in which the glass is subjected to heat till its softening point and then rapidly cooled. This gives the glass its strength. A fully tempered glass is approximately 4 to 5 times stronger than an annealed glass of similar thickness. A fully tempered glass is regarded as a safety glass and when it breaks it disintegrates into small blunt pieces which reduce the chances of injuries. The process for tempering of the glass involves the following steps: Step 1: First and foremost the right glass combination is selected according to the clients' requirement. The choices are limitless, e.g. the glass can be clear, tinted and/or reflective. Step 2: The glass is then cut to size and then its edges are treated. Holes and cutouts are then drilled onto the glass. Then the glass is washed by de-ionized water and loaded onto the transportation bay of the furnace. Step 3: The glass is then transferred into the heating chamber of the tempering furnace. Here the glass is heated till its softening point. As soon as the glass temperature reaches its softening point the glass is transported to the next part of the furnace where it is rapidly cool or quenched. The quenching of the hot glass produces different stress that results in inducing the various stress zones and hence gives the tempered glass its strength. The color, clarity, chemical composition and light transmission characteristics of glass remain unchanged after heat-treating. Likewise, hardness, specific gravity, expansion coefficient, softening point, thermal conductivity, solar transmittance and stiffness remain unchanged. The only physical properties that change are improved flexural and tensile strength and improved resistance to thermal stresses and thermal shock. Under uniform loading, heat-treated glass is stronger than annealed glass of the same size and thickness. Step 4: Based on the degree of residual surface compression or edge compression, the glass that comes out at the other end of the furnace is either a fully tempered glass or heat strengthened glass. A heat-strengthened glass is not regarded as a safety glass, and the breakage pattern is similar to annealed glass. It doesn’t have the same strength as that of fully tempered glass. Tempered glass is approximately 4 to 5 times stronger than annealed glass and heat strengthened glass is 2 times stronger than annealed glass. Collaborations/Other agreements Our Company was formed pursuant to a joint venture agreement dated September 14, 1985 entered amongst the family of Mr. B.M. Labroo, Asahi Glass Company Limited, Indo Asahi Glass Company Limited and Maruti Udyog Limited. For details of the joint venture agreement, please see section titled “Material Agreements” on page 131 of this Draft Letter of Offer. Infrastructure facilities and units Location of manufacturing/ processing units

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Our manufacturing/ processing units are located at Bawal (Haryana), Roorkee (Uttarakhand), Chennai (Tamil Nadu) and Taloja (Maharashtra) respectively and three warehouse cum sub-assembly units located at Bengaluru (Karnataka), Halol (Gujarat) and Pune(Maharashtra) respectively. Capacity and Capacity Utilization The product wise capacity and capacity utilisation for the last three years is provided below: (a) Float Glass and Reflective Glass Six months ended

September 30, 2012 Year ended March 31, 2012

Year ended March 31, 2011


Annual installed capacity (in CSQM)

7,18,90,000 7,18,90,000 7,18,90,000 7,18,90,000

Actual production** / capacity utilisation (in CSQM)

3,32,79,441 6,17,867,18 6,19,56,702 5,64,06,310

Capacity utilization (%) 46.29* 85.95 86.18 78.46 *not annualized ** Production includes captive consumption (b) Architectural Glass Six months ended




Installed capacity (in Sq. Mtrs.)

42,47,000 42,47,000 42,47,000 42,47,000

Actual production** / capacity utilisation (in Sq. Mtrs.)

2,77,110 7,35,440 12,05,083 8,43,832

Capacity utilization (%) 6.52* 17.3 28.4 19.9 *not annualized ** Production includes captive consumption (c) Toughened Glass Six months ended




Installed capacity (in Sq. Mtrs.) 93,83,000 92,83,000 77,62,000 7,412,000 Actual production** / capacity utilisation (in Sq. Mtrs.)

31,53,423 61,48,694 60,00,813 48,90,645

Capacity utilization (%) 33.61* 66.24 77.31 65.98 *not annualized ** Production includes captive consumption (d) Laminated Glass Six months ended




Installed capacity (in Nos.)

51,67,000 50,27,000 44,50,000 36,75,000

Actual production** / capacity utilisation (in Nos.)

19,45,373 38,35,096 35,35,796 29,15,877

Capacity utilization (%) 37.65* 76.29 79.46 79.34 *not annualized ** Production includes captive consumption (e) Mirror

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Six months ended September 30, 2012




Installed capacity (in CSQM) 36,50,000 36,50,000 36,50,000 36,50,000 Actual production** / capacity utilisation (in CSQM)

29,529 5,85,953 14,16,153 13,18,557

Capacity utilization (%) 0.81* 16.05 38.80 36.12 *not annualised ** Production includes captive consumption Raw Materials Automotive glass The key inputs for manufacturing automotive glass are auto-quality float glass and Poly Vinyl Butyral. Being an integrated glass Company, our Company has the distinct advantage of being able to procure supplies of auto-quality raw glass from the Architectural Glass SBU. However, the Automotive Glass SBU adopts an optimal mix of sourcing auto-quality float glass from Architectural Glass SBU as well as buying it from external domestic and global sources, including from our promoter AGC. Float glass Soda ash, sand, limestone, dolomite, power and fuel are the key inputs for manufacturing float glass. Our Company continues to make efforts to lower the input costs for manufacturing float glass. The initiative to switch from high cost furnace oil to lower cost natural gas at the Taloja and Roorkee units is an example of such initiatives, which has not only reduced the cost but also mitigated the risk of volatility of crude oil prices. Our power requirements are met through arrangements with the State Electricity Boards. We also keep diesel generator sets for standby arrangements. We use ground water and water from industrial corporations for our manufacturing processes and also have effluent treatment plants for recycling of water. Manpower

Description Total* Managerial/ Officers/ staff 1,328 Workers 1,283 *As on January 31, 2013. We recruit skilled and unskilled workers and other employees for our manufacturing/ processing units locally. We recruit other employees through campus recruitments and through lateral recruitments. The newly recruited employees are given training in job related processes. We also employ contract labour from time to time. Further, with an objective of developing a Company wide TQM awareness and to encourage all employees of the Company to practice TQM, various internal training programmes like TQM awareness programmes, time and motion studies etc., are planned and executed from time to time. Competition Our competitors consist of well established players in the glass market. To counter the competition posed by such players, we continue to strive for superior value proposition to customers in terms of quality, cost, delivery, development and management (“QCDDM ”) that allows us to retain and serve our customers satisfactorily. Approach to Marketing and Marketing Set-Up One of our guiding principles is to delight our customers. Our marketing philosophy and actions are aimed at satisfying and delighting our customers with a superior value proposition on QCDDM equation, which is reflecting in the deeper and long-term relationships we share with our customers. We have our own dedicated team of marketing and sales personnel who understand the customer’s needs and strive their best to offer efficient products, solutions and services in a holistic manner.

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We have exclusive sales and marketing teams for each of our SBUs, which span across major cities / locations in India, in order to have the desired reach and penetration in the target markets. Intellectual Property Our Company and its subsidiaries own certain trademarks and rely on it to establish and preserve the proprietary protection for our products. Further, we have also filed applications for registration of certain trademarks. For further details, please see section titled “Government and Other Approvals” on page 361 of this Draft Letter of Offer. Property Our registered office is located at 2nd Floor, Industrial Shed No. 38, Okhla Industrial Estate, Phase – III, New Delhi -110 020. Our corporate office is located at 5th Floor, Tower B, Global Business Park. We are occupying our registered and corporate office on lease hold basis. Further, our manufacturing units, warehouse cum sub-assembly units and other offices are located at the following locations: Sr. No.

Location Owned/ leased

Address Area

A. Manufacturing Units

1. Automotive glass unit, Bawal, Haryana.

Owned Delhi - Jaipur Highway (National Highway 8), Village Jaliawas, Tehsil Bawal, District Rewari – 123 501, Haryana.

36.73 acres

2. Automotive and architectural glass unit, Chennai, Tamil Nadu.

Leased Plot no. No. F- 76 to 81, SIPCOT Industrial Area, Irungattukottai, Sriperumbudur Taluk, District Kancheepuram-Tamil Nadu 602 105.

30 acres

3. Integrated glass unit, Taloja, Maharashtra.

Leased Plot No. T-7, MIDC Industrial Area, Taloja, District Raigad, Maharashtra – 410 208.

41.24 acres

4. Integrated glass unit, Taloja, Maharashtra.

Leased Plot No. T-16, MIDC Industrial Area, Taloja Industrial Area, District Raigad, Taluka – Panvel, Maharashtra.

10.08 acres

5. Integrated glass unit, Roorkee, Uttaranchal

Owned Plot –A, AIS Industrial Estate,Village Latherdeva Hoond, Mangular Jhabredra Pargana-Mangalaur, PO Jhabrera, Tehsil Roorkee, District Haridwar, Uttaranchal – 247 667.

128.52 acres

6. Silica sand processing unit, Wakad, Maharashtra

Owned Wakad Tal-Lanj, District Ratnagiri, Maharashtra. 19.91acres

B. Automotive Warehouse Cum Sub-Assembly Unit

1. Automotive warehouse cum sub-assembly unit, Halol, Gujrat.

Owned 1301/B, G.I.D.C. Panchmahal, Halol – 389 350, Gujarat. 11,691 square feet

2. Automotive warehouse cum sub-assembly unit, Bengaluru, Karnataka.

Leased Plot No.1 Bidadi Industrial Area, Bidadi Ramnagar District, Karnataka – 562 109.

43,578 square feet

3. Automotive warehouse cum sub-assembly unit, Pune, Maharashtra.

Owned Gate No.123 Kuruli Taluka-Khed District Pune – 410 501, Maharashtra.

30,000 square feet

C. Mumbai Office Leased Unit No. 305, 306, 307, 308, 312, 313 AND 314, Platinum Techno Park, Sector 30-A, Vashi, Navi Mumbai, Thane.

3,000 square feet

Details of properties of our Subsidiaries are given below:

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Sr. No.

Location Owned/ leased

Address Area

1. AIS Glass Solutions Limited

a. uPVC window manufacturing unit, Faridabad

Leased 17-F Industrial Area, NIT, Faridabad – 121 001, Haryana. 25,900 square feet

b. Glass processing unit, Roorkee

Leased Plot B-1 of AIS Industrial Estate, Latherdeva Hoon, Pargana Manglore, Tehsil Roorkee, District Haridwar, Uttrakhand.

8.00 acres

c. Registered Office Leased 2nd Floor, Industrial Shed No. 38, Okhla Industrial Estate, Phase – III, New Delhi -110 020.

2,800 square feet

2. GX Sales & Services Limited

a. Registered Office Leased 2nd Floor, Industrial Shed No. 38, Okhla Industrial Estate, Phase – III, New Delhi -110 020.

2,800 square feet

3. Integrated Glass Materials Limited

a. Registered Office Leased 2nd Floor, Industrial Shed 38, Okhla Industrial Area, Phase – III, New Delhi -110 020.

2,800 square feet

Quality, Product and Environment Certifications Our Company has obtained various certifications in relation to the quality, products and environment management systems, some of which are set out below: S. No.

Granting authority/ institution

Certification Valid until

1. TÜV SÜD Management Service GmbH

Granted in respect of the Bawal manufacturing unit and certifying that the quality management system for manufacturing automotive safety glass complies with ISO/TS 16949:2009 (Third Edition 2009-06-15)

September 10, 2015

2. TÜV SÜD Management Service GmbH

Granted in respect of the Roorkee manufacturing unit and certifying that the quality management system for manufacturing automotive safety glass complies with ISO/TS 16949:2009 (Third Edition 2009-06-15)

July 25, 2014

3. Bureau of Indian Standards, Faridabad Branch

License granted in respect of manufacturing of automotive safety glass at the Roorkee manufacturing unit in compliance with the IS 2553: Part 2: 1992 standard.

February 15, 2013.

4. Bureau of Indian Standards, Dehradun Branch

License granted in respect of manufacturing of automotive safety glass at the Bawal manufacturing unit in compliance with the IS 2553: Part 2: 1992 standard.

October 4, 2013.

5. DNV Certification Limited, United Kingdom.

DNV Business Assurance Management System Certificate certifying that the environmental management system of the Company at its units at Bawal, Taloja, Chennai and Bengaluru, complies with the environment management system standard ISO 14001:2004 = JIS Q 14001:2004, in respect of research and development, design and product development, production, sales and marketing etc. of the products like float glass, fabricated glass, automotive safety glazing etc.

September 17, 2015

6. Det Norske Veritas AS Mumbai, India.

Det Norske Veritas Management System Certificate certifying that the Bawal unit of the Company is compliant with the occupational health and safety management standard OHSAS 18001:2007, in respect of manufacturing of automotive safety glass.

January 7, 2014

7. China Building Material Test & Certification Group Co., Ltd.

Certificate for China Compulsory Product Certification certifying the compliance of certain products manufactured by the Company with the requirements specified in CNCA-04C-028:2009 Implementation Rule for compulsory certification of safety glass products.

February 23, 2014

Export possibilities and export obligations Our Company is currently exporting products to various countries. We import certain raw materials like toughened

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float glass, double layered laminated safety glass, polyvinyl butyral film (PVB), etc. under the Advance License Scheme ("Scheme") and have availed duty exemption. As a result, we have to perform export obligations which are required to be fulfilled within a period of 18 months and are extendable to 30 months from the date of the issue of the respective licenses. Further our Company has imported certain plant and equipment for its automotive and float glass business, under the EPCG scheme, in terms of which, capital goods may be imported at a concessional rate of custom duty. Corresponding to these imports, we are required to export goods aggregating in value to eight times of the import duty saved, failing which an amount equivalent to the duty amount saved along with the interest at applicable rates would be required to be paid to the Government of India. For further details in this respect please refer to the section titled “Risk Factors” on page 8 of this Draft Letter of Offer. Insurance We maintain various insurance policies like standard fire and special perils polices in relation to our assets and stocks, group mediclaim policies, personal accident insurance policies, marine cargo open policies etc., which we believe is in accordance with customary industry practices. However, the amount of our insurance coverage may be less than the replacement cost of all covered property and may not be sufficient to cover all financial losses that we may suffer should a risk materialize. Further, there are many events that could cause significant damages to our operations, or expose us to third-party liabilities, whether or not known to us, for which we may not be adequately insured. If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our results of operations and financial position. Corporate Social Responsibility Corporate social responsibility forms a key part of our values and we undertake a variety of programmes aimed towards issues related to education, health, sanitation and financial literacy that are taken forward under the aegis of an Integrated Community Development Program (“ICDP”). The ICDP is undertaken in the villages located in the vicinity of our Company’s manufacturing units, largely based in the satellite towns of Rewari and Roorkee. Research and Development We have tied-up with some of the leading institutions like Fraunhofer, Germany, Glazing Society of India and CEPT University. We have been working to further the development of safe, sustainable energy, efficient building envelope design and architectural glass products and solutions keeping in mind, conduct research and development to develop new products made of float glass, which could be used in green buildings or solar panels and other special products keeping in mind the customers’ aspirations and requirements unique to India. The research and development activities are also focused at developing in-house manufacturing machinery and equipment and devising measures which can be adopted to increase process efficiencies. We are also the one of the founding members of Glazing Society of India which is a non profit organization engaged in servicing the glass and glazing industry by providing accurate and unbiased performance results on glazing products.

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REGULATIONS AND POLICIES

The following description is a summary of the relevant regulations and policies as prescribed by the Government of India and other regulatory bodies that are applicable to our business. The information detailed below has been obtained from the various legislations, including rules and regulations promulgated by regulatory bodies, and the bye laws of the respective local authorities that are available in the public domain. The regulations set out below may not be exhaustive and are merely intended to provide general information to the investors and are neither designed nor intended to substitute for professional legal advice. For details of government approvals obtained by the Company in compliance with these regulations, see the section titled “Government and other Approvals” on page 361 of this Draft Letter of Offer. We are engaged in the business of manufacturing and selling or automotive, architectural and solar glass products and solutions. Our business is governed by various central and state legislations that regulate the substantive and procedural aspects of our business. We are required to obtain and regularly renew certain licenses/ registrations and / or permissions required statutorily under the provisions of various Central and State Government regulations, rules, bye laws, acts and policies. Given below is a brief description of the certain relevant legislations that are currently applicable to the business carried on by us. A. Labour Laws and Regulations

Depending upon the nature of the activity undertaken by our Company, applicable labour laws and regulations include the following: The Contract Labour (Regulation and Abolition) Act, 1970 (“Contract Labour Act”) Under the provisions of the Contract Labour Act, every principal employer of an establishment, as defined under the Act, should obtain a certificate of registration for the establishment. Further, the Contract Labour Act also requires contractors to obtain a license without which a contractor cannot undertake or execute any work through contract labour. The Contract Labour Act prescribes certain obligations of the principal employer and contractor with respect to welfare and health of contract labour. Employees (Provident Fund and Miscellaneous Provisions) Act, 1952 (“EPF Act”) The EPF Act applies to every establishment which is a factory employing 20 or more employees and such other establishments and industrial undertakings as notified by the Government of India from time to time. It requires all such establishments to be registered with the State provident fund commissioner, and requires such employers and their employees to contribute in equal proportion to the employees’ provident fund, the prescribed percentage of basic wages and dearness and other allowances payable to employees. The EPF Act also requires the employer to maintain registers and submit a monthly return to the State provident fund commissioner. Employees State Insurance Act, 1948 (“ESI Act”) The ESI Act requires all factories and establishments to which this Act applies to be registered. The Act provides for the Central Government to set up an Employee State Insurance Corporation and to administer the Scheme. All contributions which are payable by the employer at rates prescribed by the Central Government and all other moneys received on behalf of the Corporation are paid into a fund called the Employees' State Insurance Fund which is held and administered by the Corporation. The ESI Act requires all employees to be insured in the manner provided by the Act. The object of the ESI Act is to secure sickness, maternity, disablement and medical benefits to employees of factories and establishments and dependant’ benefits to the dependants of such employees.

The Factories Act, 1948 (the “Factories Act”)

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The Factories Act defines a “factory” to be any premise which employs or employed on any day in the previous 12 months, ten or more workers and in which a manufacturing process is being carried on with the aid of power or is ordinarily so carried on, or any premises where there are or were on any day in the previous twelve months, at least twenty workers working even though there is no manufacturing process being carried on with the aid of power. State Governments prescribe rules with respect to the prior submission of plans, their approval for the establishment of factories and the registration and licensing of factories. The Factories Act provides that the “occupier” of a factory (defined as the person who has ultimate control over the affairs of the factory and in the case of a company, any one of the directors) shall ensure the health, safety and welfare of all workers while they are at work in the factory, especially in respect of safety and proper maintenance of the factory such that it does not pose health risks, the safe use, handling, storage and transport of factory articles and substances, provision of adequate instruction, training and supervision to ensure workers health and safety, cleanliness and safe working conditions.

The Industrial Disputes Act, 1947 (“Industrial Disputes Act”) The Industrial Disputes Act provides the procedure for investigation and settlement of industrial disputes. When a dispute exists or is apprehended, the appropriate Government may refer the dispute to a labour court, tribunal or arbitrator, to prevent the occurrence or continuance of the dispute, or a strike or lock-out while a proceeding is pending. The labour courts and tribunals may grant appropriate relief including ordering modification of contracts of employment or reinstatement of workmen. The Industrial Disputes (Amendment) Act 2010 which came into force on September 15, 2010(“Industrial Disputes Amendment Act”) provides amongst other things a direct access for workmen to approach labour courts or tribunals in case of individual disputes. The Industrial Disputes Amendment Act further expands the scope of qualifications of presiding officers of labour courts or tribunals and provides for constitution of grievance settlement machinery in any establishment having 20 or more workmen and vests industrial tribunals-cum-labour courts with the powers of a civil court in respect of enforcement of their decrees. Workmen’s Compensation Act, 1923 (“Workmen’s Compensation Act”) The Workmen’s Compensation Act aims at providing financial protection to workmen and their dependants in case of accidental injury by means of payment of compensation by the employers. The compensation is also payable for some occupational diseases contracted by workmen during the course of their employment. The Act prescribes that if personal injury is caused to a workman by accident arising out of or in coursed of his employment, his employer would be liable to pay him compensation. However, no compensation is required to be paid by the employer if the injury did not disable the workman for three days or the workman was at the time of injury under the influence of drugs or alcohol, or willfully disobeyed safety rules. Where death or permanent total disablement to the workman is caused from the injury during the course of his employment, such workman or his dependents as the case may be are liable to be paid. Maternity Benefit Act, 1961 (“Maternity Benefit Act”) The Maternity Benefit Act provides that a woman who has worked for at least eighty days in the twelve months preceding her expected date of delivery is eligible for maternity benefits. Under the Maternity Benefit Act, a woman working in a factory may take leave for six weeks immediately preceding her scheduled date of delivery and for this period of absence she must be paid maternity benefit at the rate of the average daily wage. The maximum period during which a woman shall be paid maternity benefit is twelve weeks. Women entitled to maternity benefit are also entitled to medical bonus of ̀ 1,000 if no pre-natal confinement and post-natal care is provided for by the employer free of charge. Contravention of the Maternity Benefit Act is punishable by imprisonment up to one year or a fine up to five thousand rupees or both. Minimum Wages Act, 1948 (“Minimum Wages Act”) The Minimum Wages Act empowers State Governments to stipulate the minimum wages applicable to a particular industry. The minimum wages generally consist of a basic rate of wages, cash value of supplies of

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essential commodities at concession rates and a special allowance, the aggregate of which reflects the cost of living index as notified in the Official Gazette. Payment of Gratuity Act, 1972 (“The Gratuity Act”) Under the Gratuity Act, an employee in a factory is deemed to be in ‘continuous service’ for a period notwithstanding that his service has been interrupted during that period by sickness, accident, leave, absence without leave, lay-off, strike, lock-out or cessation of work not due to any fault of the employee, or the employee has worked at least two hundred and forty days in a period of twelve months or one hundred and twenty days in a period of six months immediately preceding the date of reckoning. An employee who has been in continuous service for a period of five years will eligible for gratuity upon his retirement, resignation, superannuation, death or disablement. The maximum amount of gratuity payable must not exceed ` 10,00,000.

B. Environmental laws applicable to our Company

The Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”) The Water Act prohibits the use of any stream or well for disposal of polluting matter, in violation of standards set down by the State Pollution Control Board (“SPCB”).The Water Act also provides that the consent of the SPCB must be obtained prior to opening of any new outlets or discharges, which is likely to discharge sewage or trade effluents. In addition, the Water (Prevention and Control of Pollution) Cess Act, 1977 (Water Cess Act) requires a person running any industry to pay a cess in this regard. The person in charge is to affix meters of prescribed standards to measure and record the quantity of water consumed. Furthermore, a monthly return showing the amount of water consumed in the previous month must also be submitted. Air (Prevention and Control of Pollution) Act, 1981(“Air Act”) The Air Act prescribes rules for the prevention, control and abatement of air pollution and establishes Central and State Boards for the Prevention and Control of Air Pollution for the aforesaid purposes. In accordance with the provisions of the Air Act, any individual, industry or institution responsible for emitting smoke or gases by way of use of fuel or chemical reactions must apply in a prescribed form and obtain consent from the state pollution control board prior to commencing any activity. The State Boards for the Prevention and Control of Air Pollution is required to grant consent within four months of receipt of the application. The consent may contain conditions relating to specifications of pollution control equipment to be installed. The Environment Protection Act, 1986 (“Environment Protection Act”) The purpose of the Environment Protection Act is to act as an “umbrella” legislation designed to provide a frame work for co-ordination of the activities of various central and state authorities established under previous laws. The Environment Protection Act authorizes the central government to protect and improve environmental quality, control and reduce pollution from all sources, and prohibit or restrict the setting and /or operation of any industrial facility on environmental grounds. The Act prohibits persons carrying on business, operation or process from discharging or emitting any environmental pollutant in excess of such standards as may be prescribed. Where the discharge of any environmental pollutant in excess of the prescribed standards occurs or is apprehended to occur due to any accident or other unforeseen act, the person responsible for such discharge and the person in charge of the place at which such discharge occurs or is apprehended to occur is (a) bound to prevent or mitigate the environmental pollution caused as a result of such discharge and should intimate the fact of such occurrence or apprehension of such occurrence; and (b) be bound, if called upon, to render all assistance, to such authorities or agencies as may be prescribed. On September 14, 2006 the Environmental Impact Assessment Notification S.O. 1533 (the "EIA Notification ") superseded the 1994 Environmental Impact Assessment Notification. The application for environment clearance is required to be accompanied by information detailed under the EIA Notification, including a conceptual plan and an environment management plan. Under the EIA Notification, the environmental clearance process for new projects consists of four stages – screening, scoping, public consultation and appraisal. After completion of public consultation, the applicant is required to make appropriate changes in the draft environment impact

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assessment Report and the Environment Management Plan. The final environment impact assessment report has to be submitted to the concerned regulatory authority for appraisal. The regulatory authority is required to give its decision within 105 days of the receipt of the final environment impact assessment report. If no comments are received from the appropriate authorities within the time limits specified in the EIA Notification, the project is deemed to have been approved as proposed by the project developer/manager. The clearance granted is valid for a period of five years from the commencement of the construction or operation of the project. The project developer/manager concerned is required to submit a half yearly report to the Impact Assessment Authority to enable it to monitor effectively, the implementation of the recommendations and conditions subject to which the environmental clearance has been given. The Hazardous Waste (Management and Handling) Rules, 1989 (“Hazardous Waste Rules”) The objective of Hazardous Waste Rules is to control the generation, collection, treatment, import, storage, and handling of hazardous waste. These rules define a “facility” as any location wherein the processes incidental to the waste generation, collection, reception, treatment, storage and disposal are carried out. A person who owns or operates a facility for collection, reception, treatment, storage or disposal of hazardous wastes is referred to as the “operator of the facility” under these Rules.

C. Laws relating to transfer of property

Transfer of Property Act, 1882 ("T.P Act") The transfer of property, including immovable property, between living persons, as opposed to the transfer of property by operation of law, is governed by the T.P. Act. The T.P. Act establishes the general principles relating to the transfer of property, including among other things, identifying the categories of property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the property. Transfer of property is subject to stamping and registration under the specific statutes enacted for the purposes which have been dealt with hereinafter. The T.P. Act recognises, among others, the following forms in which an interest in an immovable property may be transferred: • Sale: The transfer of ownership in property for a price, paid or promised to be paid. • Mortgage: The transfer of an interest in property for the purpose of securing the payment of a loan, existing

or future debt, or performance of an engagement which gives rise to a pecuniary liability. The T.P. Act recognises several forms of mortgages over a property.

• Charges: Transactions including the creation of security over property for payment of money to another which are not classifiable as a mortgage. Charges can be created either by operation of law, e.g. decree of the court attaching to specified immovable property, or by an act of the parties.

• Leases: The transfer of a right to enjoy property for consideration paid or rendered periodically or on specified occasions.

Further, it may be noted that with regards to the transfer of any interest in a property, the transferor transfers such interest, including any incidents, in the property, which he is capable of passing and under the law, he cannot transfer a better title than he himself possesses. Registration Act, 1908 (“Registration Act”) The Registration Act was enacted with the object of providing public notice of the execution of documents affecting transfer of interest in immovable property. The purpose of the Registration Act is the conservation of evidence, assurances, title, publication of documents and prevention of fraud. The Registration Act details the procedure for registering an instrument. Section 17 of the Registration Act identifies documents for which registration is compulsory and includes, among other things, any non-testamentary instrument which purports or operates to create, declare, assign, limit or extinguish, whether at present or in the future, any right, title or

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interest, whether vested or contingent, in immovable property of the value of ` 100 or more, and a lease of immovable property for any term exceeding one year or reserving a yearly rent. A document will not affect the property comprised in it, nor be treated as evidence of any transaction affecting such property (except as evidence of a contract in a suit for specific performance or as evidence of part performance under the T.P. Act or as collateral), unless it has been registered. The process of registration of a document involves submission of the document to be registered at the office of the Registrar or Sub-Registrar in the relevant district where the property is situated along with payment of appropriate amount of fees and stamp duty, however, the amount of the fees under the Registration Act for the purpose of registration, varies from state to state. The Indian Stamp Act, 1899 ("Stamp Act") Stamp duty in relation to certain specified categories of instruments as specified under Entry 91 of the Union list, is governed by the provisions of the Stamp Act which is enacted by the Central Government. All others instruments are required to be stamped, as per the rates prescribed by the respective State Governments. Stamp duty is required to be paid on all the documents that are registered and as stated above the percentage of stamp duty payable varies from one state to another. Certain states in India have enacted their own legislation in relation to stamp duty while the other states have adopted and amended the Stamp Act, as per the rates applicable in the state. On such instruments stamp duty is payable at the rates specified in Schedule I of the Stamp Act. Instruments chargeable to duty under the Stamp Act which are not duly stamped are incapable of being admitted in court as evidence of the transaction contained therein. The Stamp Act also provides for impounding of instruments which are not sufficiently stamped or not stamped at all. Unstamped and deficiently stamped instruments can be impounded by the authority and validated by payment of penalty. The amount of penalty payable on such instruments may vary from state to state.

E. Laws relating to Intellectual Property:

Trademarks Act, 1999 (“ Trademarks Act”) In India, the law relating to trademarks requires the proprietor of a trademark to register the mark, as per the provisions of the Trademarks Act. It is pertinent to note that, registration if and when granted is for a period of 10 years and can be renewed from time to time. The registration of a trademark confers on the proprietor of the trade mark, the exclusive right to use the mark in relation to the goods and services in respect of which the mark is registered. Section 18 of the Trademarks Act requires that any person claiming to be the proprietor of a trade mark used or proposed to be used by him, must apply for registration in writing to the registrar of trademarks. We use certain brand names which require registration and renewal under the Trademarks Act 1999 from time to time.

F. Other Applicable Laws Legal Metrology Act, 2009 (“Legal Metrology Act”) The Legal Metrology Act came into effect from April 1, 2011 replacing the Standard of Weights and Measures Act, 1976 and the Standards of Weights and Measures (Enforcement) Act, 1985. Under the Legal Metrology Act, all the manufacturers of packaged merchandise are required to obtain a license from Controller, Legal Metrology, Government of India. Further, all manufacturers are required to nominate a director who would be held responsible for any act resulting in a violation of provisions of the Legal Metrology Act. The Legal Metrology Act provides for the appointment by the Central Government of various test centers to be referred as Government Approved Test Centers (“GATC ”) for verification of weights and measures. Further, the Government has also notified the various rules made under the Legal Metrology Act (i) The Legal Metrology (Packaged Commodities) Rules, 2011; (ii) The Legal Metrology (General) Rules, 2011; (iii) The legal Metrology (National Standards) Rules, 2011; the legal Metrology (Numeration) Rules, 2011; The Legal Metrology (Approval of Models) Rules, 2011; and The Indian Institute of Legal Metrology Rules, 2011.

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Shops and Establishments legislations in various states Our Company is governed by the various shops and establishments legislations, as applicable, in the states where it has mono-brand stores. These legislations regulate the conditions of work and employment in shops and commercial establishments and generally prescribe obligations in respect of inter alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health and safety measures and wages for overtime work. Consents in relation to DG Sets DG sets are required to comply with certain environmental norms for continuance of their operation. The Ministry of Environment and Forests has prescribed that the manufacturers and users of DG sets have to abide by the ‘Noise Limit for Generator Sets run with Diesel’ notified by Environment (Protection) Second Amendment Rules dated May 17, 2002 (“Second Amendment Rules”). The Second Amendment Rules prescribe noise limits for DG Sets and provide for various measures to be adopted by manufacturers and users to limit noise levels from DG sets. The Central Pollution Control Board (“CPCB”) has also published a System and Procedure for Compliance with Noise Limits for Diesel Generator Sets (up to 1,000 KVA) (“System and Procedure Notification”) which is effective from January 15, 2008. In terms of the System and Procedure Notification, the maximum permissible sound pressure level for new DG sets with capacity of up to 1,000 KVA manufactured on or after January 1, 2005 is 75 decibels at one metre from the enclosure surface. The System and Procedure Notification states that no person shall sell, import or use a DG set, which does not have a valid type approval certificate and Conformity of Production certificate.

G. Foreign Investment Regulations

Restrictions on Foreign Ownership of Indian Securities Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of Government of India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. If the approval of the Government of India is required, the same may be obtained from the Foreign Investment Promotion Board, Ministry of Finance, Government of India (“FIPB”). In addition, persons resident outside India may also require the approval of the RBI for investing in the securities of an Indian company.

Foreign investment in Indian securities is regulated through the FDI Policy and the FEMA Regulations. Further, in terms of the FDI policy 100% foreign direct investment is permitted in the business and operations of the Company. The Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, permits issuance of shares on rights basis to the existing non-resident shareholder subject to the conditions set out therein. However, the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003 does not permit issuance of shares to erstwhile OCBs on rights basis. Thus, an Indian company desirous of issuing shares on rights basis to erstwhile OCBs is required to obtain prior approval from RBI.

The existing FDI policy and FEMA Regulations permit an Indian company to issue shares pursuant to a rights issue/ on rights basis to existing non-resident shareholders, subject to fulfillment of the following conditions: (i) such offer on rights basis does not result in increase in percentage of the foreign equity already approved or

permissible FDI scheme;

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(ii) additional shares may be allotted to non resident shareholders applying for the same subject to the condition that the over all issue of the shares to non resident in total paid up capital does not exceed the sectoral cap;

(iii) existing shares against which the shares are being issued on rights basis were acquired by the non resident

in accordance with the FEMA Regulations; (iv) the price of shares offered on rights basis to non resident are not lower than the price at which such shares

are being offered to resident shareholders. (v) Further, the shares issued on rights basis shall be subject to the same conditions including restrictions with

respect to repatriability as those applicable to the original shares against which the shares on rights issue have been issued.

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HISTORY AND CERTAIN CORPORATE MATTERS Brief corporate history of our Company Our Company was originally incorporated as “Indian Auto Safety Glass Private Limited” on December 10, 1984 under the Companies Act. Subsequently, the name was changed to “Asahi India Safety Glass Private Limited” pursuant to a special resolution of the shareholders passed at the EGM held on June 5, 1985 and a fresh certificate of incorporation was issued by the RoC on July 26, 1985. The status of the Company was changed to a public limited company by a special resolution of the shareholders passed at the EGM held on December 31, 1985 and a fresh certificate of incorporation was issued by the RoC on February 7, 1986. Further, the name of our Company was changed to “Asahi India Glass Limited” pursuant to a special resolution of the shareholders passed on September 14, 2002 and a fresh certificate of incorporation was issued by the RoC on September 26, 2002. Amalgamation Our Company along with Floatglass India Limited, a company incorporated on April 23, 1991 having its registered office at Plot No. T-7, MIDC Industrial Area, Taloja – 410 208, District Raigad, Maharashtra, engaged in the business of manufacturing, selling, designing and distributing float glass, flat glass and sheet glass, laminated glass, wired glass, rolled glass, etc. (“FGIL ”) had filed a petition dated April 8, 2003 and a petition dated April 10, 2003 before the Delhi High Court and the Bombay High Court respectively, to seek sanction of a scheme of merger (“Scheme of Arrangement”) of FGIL with our Company. The rationale of this Scheme of Arrangement as set out in the aforesaid petition inter-alia included the following: (i) The companies involved in the Scheme of Arrangement are in similar lines of business; (ii) The merger of FGIL with our Company would result in administrative and operational rationalization,

organization efficiency, rationalization in economies of scale, reduction in overheads and other expenses and optimal utilization of various resources;

(iii) The management including the directors of FGIL and our Company after examining their relative business

strengths, commercial potential and other synergies were of the opinion that such business reorganization would benefit shareholders, creditors and employees of FGIL and our Company; and

(iv) The combined managerial and technical expertise would enable our Company to develop a competitive and

cogent business model, and the range of products being offered would be larger resulting in benefits to consumer/end users.

The High Court of Delhi by its order dated May 28, 2003, and the High Court of Bombay by its order dated July 24, 2003, approved the Scheme of Arrangement under Sections 391 to 394 and other relevant provisions of the Companies Act. The Scheme of Arrangement became operational retrospectively with effect from April 1, 2002 (“Appointed Date”). Thereafter, certified copies of the order of the High Court of Delhi and High Court of Bombay sanctioning the Scheme of Arrangement were filed with the RoC on August 12, 2003 (“Effective Date”). Upon the Scheme of Arrangement becoming effective on the Effective Date, the following were deemed to be transferred and vested in our Company with effect from the Appointed Date: (i) The entire business and undertaking of FGIL along with all the properties, rights and powers of FGIL, with

effect from the Appointed Date; (ii) All the liabilities, debts, obligations and duties of FGIL, outstanding as on the Effective Date; (iii) All suits, claims, actions and proceedings by or against FGIL as on the Effective Date; (iv) All employees of FGIL as on the Effective Date, without any break or interruption of service, and on terms and

conditions not less favourable than those with FGIL;

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(v) All rights and obligations of FGIL under contracts, deeds, agreements, arrangements entered into by FGIL, with

effect from the Appointed Date; and (vi) All rights, title, licenses and interest of FGIL in intellectual property as on the Appointed Date. Additionally, the Scheme of Arrangement provided that with effect from the Effective Date, 6,00,000 0.01% non-cumulative, redeemable preference shares of ` 100 each, full paid up, of FGIL will, without any further act or consideration, be deemed to be the preference shares of our Company on the same terms and conditions as if the same were originally allotted by our Company. The said preference shares will be redeemed upon maturity in accordance with the terms thereof. The Scheme of Arrangement provided for the under-mentioned share exchange ratio for allotment to the equity shareholders whose names were recorded as members in the register of members of FGIL (“Swap Ratio”).

Swap Ratio No. of Equity Shares to be issued 3 Equity Shares of ̀ 1 each of the Company for every 8 equity shares of FGIL.

59,63,793 equity shares

4 10% Cumulative Redeemable Preference Shares of ` 10 each of the Company for every 8 equity shares of FGIL.

79,51,724 preference shares

Subsequent to the Effective Date, on September 18, 2003 and in accordance with the above mentioned Swap Ratio, the then existing shareholders of FGIL were allotted proportionate equity shares and preference shares of the Company. Since our Company held 6,21,18,576 equity shares of FGIL, no equity shares of our Company were allotted in respect of our holding in FGIL and the share capital of FGIL to the extent held by our Company was cancelled with effect from the Effective Date. Pursuant to the Scheme of Arrangement, with effect from the Appointed Date, the authorized capital of our Company was increased and reorganized from ` 10,00,00,000 divided into 10,00,00,000 equity shares of ̀ 1 each, to ` 30,00,00,000 divided into 6,00,000 preference shares of ̀ 100 each, 90,00,000 preference shares of ` 10 each, and 15,00,00,000 equity shares of ` 1 each. With effect from the Appointed Date and on the Effective Date, FGIL was dissolved without being wound up. Changes in our Registered Office* The registered office of our Company has been changed on various occasions and the details of the same are set out below:

Description Reason for Change

The registered office of the Company was originally located at A-8, Mayapuri Phase-I, New Delhi 110 064. Pursuant to a resolution of our Board dated December 6, 1986, the registered office of our Company was shifted to 98, Vasant Enclave, New Delhi 110 057.

To enable greater operational efficiency

Pursuant to a resolution of our Board dated August 16, 1990, the registered office of our Company was shifted from 98, Vasant Enclave, New Delhi 110 057 to 12, Basant Lok, New Delhi 110 057.


Pursuant to a resolution of our Board dated May 27, 2009, the registered office of our Company was shifted to its present location i.e. 2nd Floor, Industrial Shed No. 38, Okhla Industrial Estate, Phase – III, New Delhi -110 020..


* The Management is in presently in discussion on changing the registered office of the Company. Key Events and Milestones

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Year Description 1983-84

• Our Company was incorporated as Indian Auto Safety Glass Private Limited under the Companies

Act. 1984-85

• Joint venture agreement was executed on September 14, 1985 amongst the Labroo family, Asahi Glass Co. Limited, Japan, Indo-Asahi Glass Company Limited and Maruti Udyog Limited;

1986-88

• Started commercial production of toughened automotive glass; • Commenced supplies to our Promoter, MSIL (at that time known as Maruti Udyog Limited); and • Made initial public offer of equity shares.

1993-94

• Set up a plant situated at Bawal and commencement of production of laminated safety glass.

2002-03

• Completed the merger with Floatglass India Limited.

2004-05

• Commissioned an integrated glass plant situated at Roorkee in Uttarakhand; • Our Company was rated the “Best Indian Company in Glass and Ceramics Category” by Dun &

Bradstreet; and • Incorporated a subsidiary namely AIS Glass Solutions Limited.

2005-06 • Commenced commercial production of laminated safety glass from the automotive glass plant situated at Chennai.

2006-07

• The float glass plant situated at Roorkee was commissioned; and • The Corporate Brand “AIS” was chosen as a “Superbrand” for the year 2006-07 by Superbrands.

2007-08

• AIS Auto Glass was conferred the prestigious Deming Application Prize 2007 by the Union of Japanese Scientists and Engineers.

2008-09 • Our Company incorporated a wholly owned subsidiary namely ‘Integrated Glass Materials Limited’ on March 6, 2009 to undertake sand mining and processing business for and on behalf of our Company; and

• Our Company was adjudged the ‘Fastest Growing Glass Company’ in India in the year 2008 by Construction World Award.

2009-10 • Received Excellence Award from Automotive Components Manufacturers Association.

2010-11 • Received TPM Excellence Award – 2010 from Japan Institute of Plant Maintenance (JIPM); and • Our Company incorporated a subsidiary namely ‘GX Glass Sales and Services Limited’ (GX) on

May 7, 2010 to undertake and provide one-stop solution for end-users of glass.

Awards and Recognitions

Our Company has received the following awards/certifications:

• Obtained ISO14001:2004 certification from DNV Certification Limited, United Kingdom in the Fiscal Year 2012-13;

• “Deming Application Prize, 2007” by the Union of Japanese Scientists and Engineers (JUSE) for the Fiscal Year 2007-08;

• “TPM Excellence Category A” by Confederation of Indian Industry (CII) for the Fiscal Year 2010-11; • Obtained ISO/TS 16949:2009 certification for Bawal Plant from TUV Bayern Sachsen, Germany; and • Obtained OHSAS 18001:2007 certifications for Bawal Plant, from Det Norske Veritas AS. Main Objects The main objects of our Company as contained in our Memorandum of Association are as follows: - To carry on the business of manufacturers, dealers, importers, exporters, designers of toughened-glass, safety

glass, and all kinds of automobile glass, silvered sheet, float and plate glass, lead mirrors, gold mirrors, welding glass, coloured glass, decorative glass, icy-flowered glass, laminated fibre glass, glasswood, glass-bricks, glass insulating units, glass doors and fittings and acrylic plastic sheet.

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- To carry on the business of manufacturers, buyers, sellers, designers, importers, exporters, agents, stockists and distributors of and dealers in and with flat glass and sheet glass, laminated glass, wired glass, heat treated glass, rolled glass, optical glass, figured glass, tinted glass, fabricated glass for buildings, solar control glass, cladding glass, diffuse reflection glass, patterned glass, multi cellular glass, glass wool, insulating double or multiple glazing units and all sorts of glass including, all kinds of glass ware, pressed wares, glass bottles and caps of all types, mirrors, phials, bottle tops, jars, flasks and containers, glass tubes, cathode ray tubes, bulb blanks and solar heating panels, windows, wind screens and all kinds of articles made of or incorporating glass in sheet or fabricated form.

- To carry on the business of repair, replacement and servicing and dealing in glass of all kinds and types and

providing and running enquiry and call centers, repair centers, helpline and similar services, whether information technology enabled or otherwise, including but not limited to establishing and operating interactive call centers, customers support services, internet and e-commerce support services, glass and glass related solution centres/services, market development, expansion, marker research and data collection for glass and glass related products and services.

- To carry on the business of manufacturers, importers, exporters, designers, buyers, sellers, assembling, exchanging, altering, improving or otherwise dealing in all kinds of glass, Appliance Glass, Glassware, PVC Windows, Window Systems and glass manufacturing and processing machineries, apparatus, tools, components, materials and things necessary for manufacturing, designing or assembling of glass manufacturing and processing machineries and accessories, setting up and running of captive power plants.

Amendments to our Memorandum of Association

Date

Nature of Amendment

June 5, 1985 Change of name The name of our Company was changed from “Indian Auto Safety Glass Private Limited” to “Asahi India Safety Glass Private Limited”.

September 5, 1985 Alteration of Authorized Share Capital The authorized capital of the Company was increased from ` 50,00,000 divided into 5,00,000 equity shares of ` 10 each to ̀ 2,00,00,000 divided into 20,00,000 equity shares of ̀ 10 each.

December 31, 1985 Change of name The status of the Company was changed to a public limited company and consequently the name was changed from “Asahi India Safety Glass Private Limited” to “Asahi India Safety Glass Limited”.

September 29, 1986 Alteration of Authorized Share Capital The authorised capital of the Company was increased from ̀ 2,00,00,000 divided into 20,00,000 equity shares of ` 10 each to ̀ 2,50,00,000 divided into 25,00,000 equity shares of ̀ 10 each.

August 27, 1997 Alteration of Authorized Share Capital The authorised share capital of the Company was increased from ̀ 2,50,00,000 divided into 25,00,000 equity shares of ` 10 each to ̀ 5,00,00,000 divided into 50,00,000 equity shares of ` 10 each.

July 27, 2001 Alteration of Authorized Share Capital The authorised capital of the Company was increased from ̀ 5,00,00,000 divided into 50,00,000 equity shares of ` 10 each to ̀ 10,00,00,000 divided into 1,00,00,000 equity

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Date

Nature of Amendment

shares of ̀ 10 each.

April 1, 2002* Pursuant to the Scheme of Arrangement, sanctioned by the Delhi High Court by way of an order dated May 28, 2003, with effect from April 1, 2002, the authorised capital of our Company was reorganized from ` 10,00,00,000 divided into 10,00,00,000 equity shares of ` 1 each, to ̀ 30,00,00,000 divided into 6,00,000 preference shares of ` 100 each, 90,00,000 preference shares of ` 10 each, and 15,00,00,000 equity shares of ` 1 each.

September 14, 2002 Change of name The name of our Company was changed from “Asahi India Safety Glass Limited” to “Asahi India Glass Limited”. Reclassification of Share capital Each equity share of ` 10 of the capital of the Company was sub-divided into 10 fully paid equity shares of ` 1 each. Accordingly, the authorised capital of the Company was reclassified from ̀ 100,000,000 divided into 10,000,000 equity shares of `10 each to ̀ 100,000,000 divided into 100,000,000 equity shares of ̀ 1 each.

May 28, 2003 Pursuant to the Scheme of Arrangement for the merger of FGIL with our Company, the main objects of the Company were amended to include the substitution of erstwhile clause (2) with the present clause (2) which reads as set out below: “2. To carry on the business of manufacturers, buyers, sellers, designers,

importers, exporters, agents, stockists and distributors of and dealers in and with flat glass and sheet glass, laminated glass, wired glass, heat treated glass, rolled glass, optical glass, figured glass, tinted glass, fabricated glass for buildings, solar control glass, cladding glass, diffuse reflection glass, patterned glass, multi cellular glass, glass wool, insulating double or multiple glazing units and all sorts of glass including, all kinds of glass ware, pressed wares, glass bottles and caps of all types, mirrors, phials, bottle tops, jars, flasks and containers, glass tubes, cathode ray tubes, bulb blanks and solar heating panels, windows, wind screens and all kinds of articles made of or incorporating glass in sheet or fabricated form.”

Additionally, a new clause (3), which reads as below was added: “3. To carry on the business of repair, replacement and servicing and dealing

in glass of all kinds and types and providing and running enquiry and call centers, repair centers, helpline and similar services, whether information technology enabled or otherwise, including but not limited to establishing and operating interactive call centers, customers support services, internet and e-commerce support services, glass and glass related solution centres/services, market development, expansion, marker research and data collection for glass and glass related products and services.”

July 26, 2005 Alteration of Authorized Share Capital

The authorised share capital of the Company was increased from ̀ 300,000,000 divided into 600,000 preference shares of ` 100 each, 9,000,000 preference shares of ` 10 each, and 150,000,000 equity shares of ` 1 each, to ̀ 650,000,000 divided into 600,000 preference shares of ` 100 each, 9,000,000 preference shares of ` 10 each and

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Date

Nature of Amendment

500,000,000 equity shares of ` 1 each.

March 27, 2007 The main objects of the Company were amended to incorporate a new clause (4) which reads as below: “4. To carry on the business of manufacturers, importers, exporters, designers,

buyers, sellers, assembling, exchanging, altering, improving or otherwise dealing in all kinds of glass, Appliance Glass, Glassware, PVC Windows, Window Systems and glass manufacturing and processing machineries, apparatus, tools, components, materials and things necessary for manufacturing, designing or assembling of glass manufacturing and processing machineries and accessories, setting up and running of captive power plants.”

October 9, 2009 The incidental and ancillary objects were amended to include the addition of the

following clause after 1: “1A. To guarantee or assure the payment of money, unsecured or secured by or payable under or in respect of Promissory notes, bonds, debentures, debenture stock, contracts, mortgages, charges, obligations, instruments, and securities or payment of interest or dividend thereon or performance of contracts or obligations of any company or of any persons whosoever whether incorporated, or not incorporated and generally to guarantee or become sureties for, the performance of any contracts or obligations of any person, firm, company or body corporate.”

* In terms of the order dated May 28, 2003 passed by the Delhi High Court, sanctioning the Scheme of Arrangement, April 1, 2002 was the Appointed Date, with effect from when, inter alia, the authorized share capital of our Company was reorganized as indicated. Listing The Equity Shares of our Company are presently listed on the NSE and BSE. The total number of shareholders of our Company as on December 31, 2012 was 54,244. The Equity Shares of our Company were originally listed on the Ahmedabad Stock Exchange, Delhi Stock Exchange, NSE, Calcutta Stock Exchange and BSE on March 14, 1987, March 17, 1987, March 18, 1998, March 21, 1987 and August 27, 1987, respectively. Subsequently, the Equity Shares of our Company were de-listed from Ahmedabad Stock Exchange, Delhi Stock Exchange and Calcutta Stock Exchange on April 8, 2004, March 31, 2004 and December 10, 2008 respectively. Our holding company Our Company does not have any holding company within the meaning of Companies Act. Our Subsidiaries As on date of this Draft Letter of Offer, we have the following subsidiaries: 1. AIS Glass Solutions Limited (“AGSL” )

AGSL was incorporated on July 19, 2004 (bearing CIN: U26109DL2004PLC127666) under the Companies Act. It was granted a certificate of commencement of business dated July 21, 2004 by the RoC. The registered office of AGSL is located at 2nd Floor, Industrial Shed No. 38, Okhla Industrial Estate, Phase – III, New Delhi -110 020.. The authorized share capital of AGSL is 50,000,000 divided into 5,000,000 equity shares of ` 10 each. The present paid up capital of AGSL is ` 39,760,000 divided into 3,976,000 equity shares of ` 10 each. AGSL is engaged in the business of providing innovative architectural glass solutions to its customers by supplying a wide range of high quality architectural processed glass comprising of toughened glass, laminated glass, insulated glass and other varied products.

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Shareholding pattern

As on December 31, 2012, the shareholding pattern of AGSL is set out below:

S. No. Name of the Shareholder No. of Equity Shares Percentage of total equity holding (in %)

1. Asahi India Glass Limited 3,281,999 82.55 2. Sanjay Labroo 294,000 7.4 3. Rupinder Shelly 10,000 0.25 4. Employees, & directors of AIS 2,54,501 6.40 5. AGSL employees and others 1,35,500 3.40

Total 3,976,000 100.00

Board of directors

As on the date of this Draft Letter of Offer, the board of directors of AGSL comprises of the following:

S.No Name Designation 1. Sanjay Labroo Director 2. Rupinder Shelly Director 3. Gopal Ganatra Director

Financial performance

The Audited financial results of AGSL for the last 3 Fiscal Years and the six-month period ended September 30, 2012 are set out below:

(in ̀ crores, except per share data)

Particulars Six months ended September 30, 2012

Fiscal Fiscal Fiscal March 31,

2012 March 31, 2011 March 31, 2010

Net Sales 19.96 44.96 52.67 40.66 Profit / (Loss) after tax (3.01) (6.44) 2.76 0.30 Equity 3.98 3.98 3.98 3.98 Reserves (excluding revaluation reserve) (13.93) (10.92) (4.48) (7.24) Earning per share (in `) (7.57) (16.19) 6.09 0.75 Net Asset value (in ̀) (25.05) (17.46) (1.27) (8.22)

2. Integrated Glass Materials Limited (“IGML” )

IGML was incorporated on March 6, 2009 (bearing CIN: U14220DL2009PLC188298) under the Companies Act. It was granted a certificate of commencement of business dated April 8, 2009 by the RoC. The registered office of IGML is at located 2nd Floor, Industrial Shed No. 38, Okhla Industrial Estate, Phase – III, New Delhi -110 020.. The authorized share capital of IGML is ` 20,000,000 divided into 2,000,000 equity shares of ` 10 each. The present paid up equity share capital of IGML is ` 14,000,000 divided into 1,400,000 equity shares of ` 10 each. IGML is engaged in the mining of silica sand which is a raw material to produce float glass.


As on December 31, 2012, the shareholding pattern of IGML is set out below:

S. No. Name of the Shareholder

No. of Equity Shares Percentage of total equity holding

(%) 1. Asahi India Glass Limited and its

nominees 1,400,000 100

Total 1,400,000 100.00

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Board of directors

As on the date of this Draft Letter of Offer, the board of directors of IGML comprises of the following:

S.No Name Designation 1. Shailesh Agarwal Director 2. T. S. Hassanwalia Director 3. Gopal Ganatra Director


The Audited financial results of IGML for the last 3 Fiscal Years and the six-month period ended September 30, 2012 are set out below:

(in ̀ crores, except per share data)

Particulars Six months ended September 30,

2012

Fiscal Fiscal Fiscal March 31,

2012 March 31, 2011 March 31, 2010

Net Sales 1.97 8.05 3.44 0.74 Profit / (Loss) after tax 0.11 0.07 0.03 (0.06) Equity 1.40 1.40 1.40 0.05 Reserves (excluding revaluation reserve) 0.15 0.03 (0.04) (0.06) Earning per share (in `) 0.82 0.48 0.20 (12.59) Net Asset value (in ̀) 11.05 10.22 9.75 (2.59)

3. GX Glass Sales & Services Limited (“GX”)

GX was incorporated on May 7, 2010 (bearing CIN: U74140DL2010PLC202377) under the Companies Act. It was granted a certificate of commencement of business dated May 25, 2010 by the RoC. The registered office of GX is located at 2nd Floor, Industrial Shed No. 38, Okhla Industrial Estate, Phase – III, New Delhi -110 020. The authorized share capital of GX is ` 50,000,000 divided into 5,000,000 equity shares of ` 10 each. The present paid up equity share capital of GX is ` 35,350,000 divided into 3,535,000 equity shares of ` 10 each. GX is engaged in the business of providing integrated specialized glass knowledge and aesthetic sense and in assisting customers in selection and installation of glass in homes, offices and other commercial establishments.


As on December 31, 2012, the shareholding pattern of GX is set out below:

S. No. Name of the Shareholder No. of Equity Shares Percentage of total equity holding

(in %) 1. Asahi India Glass Limited 2,997,500 84.8 2. Aditya Bhutani 340,000 9.62 3. Sanjay Labroo 150,000 4.25

4. Rupinder Shelly 15,000 0.42 5. Anil Ahuja 15,000 0.42 6. Bimla Devi 10,000 0.28 7. Navin Rai 7,500 0.21 Total 3,535,000 100.00

Board of directors

As on the date of this Draft Letter of Offer, the board of directors of GX comprises of the following:

S.No Name Designation 1. Sanjay Ganjoo Director 2. Rupinder Shelly Director

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3. Aditya Bhutani Director 4. Vikram Khanna Director


The Audited financial results of GX for the last two Fiscal Years and the six-month period ended September 30, 2012 are set out below:

(in ` crores, except per share data)

Particulars Six months ended September

30, 2012

Fiscal Fiscal March 31, 2012 March 31, 2011

Net Sales 5.01 9.78 7.17 Profit / (Loss) after tax (2.00) (1.65) (1.13) Equity 3.54 3.54 0.05 Reserves (excluding revaluation reserve) (4.77) (2.78) (1.13) Earning per share (in `) (5.65) (4.67) (225.01) Net Asset value (in ̀) (3.50) 2.15 (215.01)

Injunction or restraining order Our Company is not operating under any injunction or restraining order. Defaults or rescheduling of borrowings with financial institutions/ banks Expect as disclosed in this Draft Letter of Offer under the section titled “Financial Indebtedness” on page 195, there has not been any rescheduling of any outstanding loans granted by financial institutions/ banks anytime preceding the date of this Draft Letter of Offer. Strikes or labour unrest Except as disclosed in this Draft Letter of Offer under the section titled “Outstanding Litigation and Material Developments-Litigation against the Company- Labour Matters” on page 329, there have been no strikes or labour unrests in the Company anytime preceding the date of this Draft Letter of Offer. Changes in the activities of our Company during the last five years There have been no changes in the activities of the Company during the last 5 years preceding the date of this Draft Letter of Offer, which may have had a material effect on our profits or loss. Capital raising through equity and debt For details in relation to our capital raising activities through equity and debt, see the sections titled “Financial Indebtedness” and “ Capital Structure” on page 195 and 59 respectively. Time and cost overrun Our Company may have experienced time and cost overrun in relation to some of the projects executed by them. For details of related risk, see the section titled “Risk Factors” on page 9 of this Draft Letter of Offer. Strategic partners As on the date of this Draft Letter of Offer, our Company has entered into a shareholders’ agreement dated April 1, 2001 with Map Auto Limited in connection with formation of a 50:50 joint venture between our Company and Map Auto Limited in the business of distribution of automotive safety glass, through a company namely Asahi India Map Auto Glass Limited. Further, our Company was formed pursuant to a joint venture agreement dated September 14,

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1985 entered amongst the Family of Mr. B.M. Labroo, Asahi Glass Co. Limited, Japan, Indo-Asahi Glass Company Limited and Maruti Udyog Limited. For details on the joint venture agreements, please see the section titled “ Material Agreements” on page 131 of this Draft Letter of Offer. Financial partners As on the date of this Draft Letter of Offer, apart from our various arrangements with our lenders and bankers, which we undertake in the ordinary course of our business, our Company does not have any other financial partners within the meaning of the SEBI ICDR Regulations. Material Agreements Except as disclosed in this Draft Letter of Offer, there are no material agreements including shareholder agreements. For details on material agreements, see the section titled “ Material Agreements” on page 131 of this Draft Letter of Offer.

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MATERIAL AGREEMENTS Our Company is party to various agreements and arrangements in connection with, inter alia, acquisition of shares in other companies, formation of joint ventures and purchase and consumption of power from captive power plants: I. Subscription to shareholding of other companies by the Company

1. AIS Glass Solutions Limited (“AGSL”)

Shareholders’ Agreement with AGSL and directors, key employees and associates of the Company, AGSL and other associated companies (“Shareholders”).

Our Company has entered into a shareholders agreement dated September 30, 2005 (“AGSL SHA”) with AGSL and the Shareholders in relation to the mutual rights and obligations of our Company and the Shareholders vis-à-vis AGSL. As per the AGSL SHA, 74% of the proposed paid up equity share capital of AGSL, comprising of 2,960,000 equity shares was to be held by our Company and the balance 26%, i.e. 1,040,000 was to be held by the Shareholders. As on January 15, 2013, our Company holds 3,281,999 equity shares in AGSL constituting 82.55% of the paid up equity share capital of AGSL.

A summary of the key terms of the AGSL SHA is set out below:

(a) Transfer of shares of AGSL: The shares of AGSL can be transmitted to the legal heirs of the Shareholders with prior intimation to Mr. Sanjay Labroo or his nominee, provided that such legal heir will sign a deed of adherence to the AGSL SHA. The shares of AGSL will not be transferred or transmitted to (i) any competitor which is an entity competing with the business of AGSL or whose main business activity is the same as or similar to the one contained in the objects clause in the memorandum of association of AGSL (“Competitor”); or (ii) a promoter, employee, director or advisor or a person closely allied with, or shareholder of such Competitor; or (iii) a promoter, employee, director or advisor or a person closely allied with, or a shareholder of AGSL or the Company.

(b) Recommendations by Shareholders: If a Shareholder considers it appropriate that any specific employee of AGSL should have a chance to participate in the growth of AGSL as a shareholder, he may, subject to Mr. Sanjay Labroo or his nominee’s approval, (i) transfer the shares held by him in AGSL at a price of ` 10 per share; or (ii) recommend in writing to the board of directors of AGSL that a specified number of shares should be issued to such employees from the shares pending allotment to him.

(c) Exit Option: The Shareholders can transfer the shares held by them after expiry of 7 years from the date of allotment. Accordingly, as of the date of this Draft Letter of Offer, since 7 years from the date of allotment have expired, there is no restriction on transfer.

(d) Transfer of Shares by the Labroos: Mr. Sanjay Labroo or his nominee is permitted to transfer the shares held by them in AGSL at any point of time, and at any price, to any person as he deems fit. Mr. B.M. Labroo and Ms. Kanta Labroo are permitted to transfer their shares to Mr. Sanjay Labroo at any point of time, with or without consideration.

(e) Governing Law and Dispute Resolution: The AGSL SHA will be governed by the laws of India. Any dispute or difference arising between the parties in connection with the AGSL SHA will be settled amicably through consultation between the parties. If after 30 days of consultation, the parties fail to resolve a dispute amicably, such dispute will be referred to arbitration by an arbitrator appointed by Mr. Sanjay Labroo or his nominee. The arbitration will be conducted in accordance with the Arbitration and Conciliation Act and the place of arbitration will be New Delhi, India.

2. Beta Wind Farm Private Limited (“Beta Wind”)

Shareholders’ Agreement with Orient Green Power Company Limited (“Orient Green”) and Beta Wind.

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Our Company has entered into an agreement dated October 22, 2010 with Beta Wind for wheeling of power by the Company from Beta Wind’s installed capacity of more than 300 MW wind electric generators at Tirunelveli District, of 13 million KW (“Capacity”). The Company has various locations at Tamil Nadu with a total contracted demand of 9500 KVA with the Tamil Nadu Generation and Distribution Corporation Limited (“TANGEDCO ”) and drawing power at 110 KV with HTSC no. 424 at Chengalpattu EDC. For purposes of compliance with the provisions of the Electricity Act, 2003 for captive consumption and purchase by our Company of power generated by Beta Wind our Company has entered into a shareholders’ agreement dated May 17, 2011 (“Beta Wind SHA”) with Orient Green Power Company Limited (“Orient Green”) and Beta Wind in connection with our Company’s investment in the share capital of Beta Wind. As on January 15, 2013, our Company holds approximately 14.87% of the paid up share capital of Beta Wind. A summary of the key terms of the Beta Wind SHA is set out below:

(a) Equity Participation: Orient Green will at all times, hold not more than 74% of the issued and paid up share capital of Beta Wind. The Company and other parties who become parties to the Beta Wind SHA as equity shareholders of Beta Wind (“Other Shareholders”) will be required to collectively hold not less than 26% of the issued and paid up share capital of Beta Wind. Upon the shareholding of the Other Shareholders exceeding 26%, Beta Wind will have the right to ask the Other Shareholders to sell the whole or part of their shareholding in excess of 26% at face value to Orient Green and the Other Shareholders will complete the sale of shares within 5 days of the request being made, provided that such sale of shares will not affect the captive power sharing ability of the Other Shareholders.

(b) Rights of our Company: The Company will not have a right to object to the induction of new shareholders or joint venture partners in Beta Wind even if such new shareholder or joint venture partner is the Company’s competitor, and the same will be subject to the sole discretion of Beta Wind. The Company will not have any other economic and/or financial rights in Beta Wind, except the eligibility to purchase the power generated by Beta Wind as a captive user.

The Company will not be assigned any charge, right, or claim on any assets or intellectual property of Beta Wind. Declaration of dividend by Beta Wind and the amount payable to each shareholder thereunder will be a matter of sole discretion of Beta Wind. The Company will vote on all resolutions in the shareholders’ meetings of Beta Wind in the capacity of a class B shareholder, and will not initiate any resolution on its own motion or requisition any general meeting.

The Company will have access to the books of accounts of Beta Wind during the subsistence of the Beta Wind SHA, only with the prior approval of Beta Wind.

(c) Corporate Governance: The board of directors of Beta Wind will consist of a minimum 2 directors and Orient Green will have the right to nominate all the directors on the board of Beta Wind, and the Company will not have any say on appointment of directors or change in composition of the board of Beta Wind. The Company will also not have the right to recommend or appoint any employees of Beta Wind or to participate in the operation or management of Beta Wind.

(d) Non-Solicitation: The Company will not directly or indirectly solicit either by way of employment or otherwise, any employees of Beta Wind during the tenure of the Beta Wind SHA.

(e) Transfer of Shares: The Company will not transfer its shareholding in Beta Wind and/or its rights and obligations under the Beta Wind SHA without the prior written consent of Beta Wind. The provisions on restriction on transfer of shares in the articles of association of Beta Wind will also be applicable to transfer of shares by the Company to its affiliates arising from amalgamations/mergers/demergers/takeovers or any other form of corporate restructuring.

(f) Wheeling of Power: The Company is entitled to purchase power from Beta Wind as a captive consumer in terms of the energy wheeling agreement dated December 22, 2010 entered into between the Company and Beta Wind. The Company will not form any cartels with any other shareholders of Beta Wind or enter into any similar arrangements with other shareholders.

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(g) Pledge of Company’s Shares: Immediately upon allotment of shares, the Company will pledge its entire shareholding in favour of Beta Wind and additionally with Orient Green, if required, to secure due performance of its obligations under the Beta Wind SHA. Further, the Company is not permitted to mortgage, pledge, assign or otherwise encumber its shareholding in Beta Wind without the prior written consent of Beta Wind. The Company will also not obtain any loan or financial assistance or benefit from any person against the security of its shareholding or any other assets of Beta Wind.

(h) Termination: The Beta Wind SHA will terminate upon (i) the written agreement by the parties to terminate; or (ii) the dissolution or bankruptcy of Beta Wind; or (iii) serving of a notice by Beta Wind to the Company for termination of the Beta Wind SHA, on account of a default by the Company which is not capable of remedy.

(i) Indemnification: Each party will defend, indemnify and hold the other party harmless from and against any actual losses, liabilities, damages, judgments, settlements and expenses, actually incurred or suffered by them upto a maximum limit of ` 100,000, arising from or in connection with (i) any breach by such party of its representations or warranties under the Beta Wind SHA; and (ii) any breach by such party of any of their covenants and obligations under the Beta Wind SHA, provided that a party will not be responsible for any special, incidental or consequential damages arising out of the Beta Wind SHA.

(j) Dispute Resolution: In event of a dispute arising from the Beta Wind SHA, either party can serve a written notice to the other party for commencement of formal consultation for 30 days, within which such dispute should be resolved. If the dispute is not settled amicably during the said consultation period, it will be referred to arbitration as per the provisions of the Arbitration and Conciliation Act, the seat of which will be in Chennai. The courts in Chennai will have exclusive jurisdiction over matters relating to the Beta Wind SHA.

3. Caparo Power Private Limited (“Caparo”)

Our Company has entered into an arrangement with Caparo for consumption of power by the Company generated at a 26 MW decentralized natural gas based power generating plant at Bawal Industrial Area, Haryana (“Plant”), which is developed, constructed and operated by Caparo. Accordingly, for purposes of compliance with the provisions of the Electricity Act, 2003, our Company has subscribed to the paid up share capital of Caparo, and has entered into a share subscription agreement dated April 8, 2011 (“SSA”) and a power consumption agreement dated April 8, 2011 (“Power Consumption Agreement”) with Caparo. At the time of completion of the transactions under the SSA, our Company had subscribed to 9.38% of the paid up share capital of Caparo, and the contracted capacity of our Company is 5 MW. As on January 15, 2013, our Company holds approximately 9.32% of the paid up share capital of Caparo. A summary of the key terms of the SSA is set out below: (a) Company’s Shareholding: Any variation in the total project cost or in the total contracted capacity will

require a proportionate increase or reduction in the Company’s shareholding and the same will be effected by both parties ensuring compliance with the requirements of applicable laws, provided that the impact on the Company will not exceed 10% of the total indicative investment. The number of shares held by the Company in Caparo will be proportionate to the total equity holding of all the consumers of Caparo, as the Company’s contracted capacity under the power consumption agreement is to the total contracted capacity.

(b) Contribution in Caparo: After the date of execution of the SSA, Caparo will have the right to call on the Company to contribute progressive investment amounts in Caparo, subject to a maximum amount ` 22,305,390, and the Company will be required to advance the said amounts within 3 days from the date of such call notice.

(c) Assignment and Transfer: The Company has the right to assign its rights and obligations under the Power Consumption Agreement and subsequently transfer its shareholding in Caparo at par value in favour of the transferee consumer. The transferee consumer will agree to off-take power from Caparo in the same terms and conditions as those in the Power Consumption Agreement and will also agree to all the terms and conditions of the SSA. However, if the Company proposes to transfer its shareholding at a time when loans

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availed by Caparo are outstanding under its financing arrangements, prior written consent of the lenders will need to be obtained for such transfer.

(d) Covenants of the Company: The Company will indemnify and hold Caparo harmless from and against all actual losses, liabilities, damages, judgments, settlements and expenses, actually incurred or suffered by Caparo on account of a breach by the Company of any of the provisions of the SSA. The Company, if required by the lenders of Caparo, will proportionately pledge its shareholding in Caparo for purposes of securing the loans obtained for financing the Plant. The Company will in no event sell its shareholding in Caparo if such sale results in the Plant losing its group captive generating plant status. The Company will also maintain the captive/group captive status if there is any change in the policy relating to captive power plants, and provide necessary support for the same.

(e) New Issuances: Any fresh issuance of shares or securities of Caparo for purposes of maintaining the captive status under applicable laws will be in consultation with the Company and will be offered to the Company. The Company will be under an obligation to subscribe to a pro rate share of such new issuance only if the same is required to maintain the group captive power plant status under the electricity laws. For any additional capacity added in Caparo, the Company will not be required participate in the equity for such addition unless the Company is required to off-take additional power from such added capacity.

(f) Termination: Either party will have the right to terminate the SSA by giving 30 days written notice if the other party commits a breach of the terms of the SSA, and such breach is not rectified during the notice period. However, if Caparo terminates the SSA on account of a breach by the Company of its obligations under the SSA or the power consumption agreement, the Company will arrange an alternate consumer within 45 days of such termination and transfer its shareholding at a mutually agreed price.

(g) Dispute Resolution: In the event of a dispute, difference arising from the SSA, either party can give notice to the other party for commencement of amicable discussions between the senior executives of the parties within 10 days of receipt of such notice, and if the dispute is not resolved within 20 days from the first meeting of the senior executives, the dispute will be referred to arbitration in accordance with the Arbitration and Conciliation Act. The arbitration under the SSA will be conducted by a panel of 3 arbitrators, 1 appointed by each party, and the third arbitrator appointed by the 2 arbitrators, and the venue of arbitration will be New Delhi.

4. GX Glass and Services Limited (“GX Glass”)

Memorandum of understanding and employment agreement with Mr. Aditya Bhutani.

Our Company has entered into a memorandum of understanding dated March 30, 2010 (“MoU”) with Mr. Aditya Bhutani (“Mr. Bhutani ”) and an employment agreement dated June, 2010 (“Employment Agreement”) with Mr. Bhutani, in connection with setting up of a subsidiary of the Company, i.e., GX Glass and Services Limited (“GX Glass”) for undertaking the business of design, sale, supply, repair, replacement, service, fitment, fabrication and installation of architectural glass, value added glass, processed glass, patterned glass, and glass fittings, including establishment and operation of glass supply, service and installation centres under the name “GLASSXPERTS” (“Business”). Our Company has engaged Mr. Bhutani for running the business of GX Glass, based on his expertise.

A summary of the key terms of the MoU is set out below:

(a) Shareholding of GX Glass: The initial paid up share capital of GX Glass will be ̀ 500,000 divided into 50,000 equity shares of ` 10 each, to be subscribed by the Company and its nominees. Upon obtaining the certificate of commencement of business for GX Glass, its paid up share capital will be enhanced to upto ̀ 30,000,000 and shares will be allotted to the Company, its nominees and Mr. Bhutani such that 90% of the paid up share capital of GX Glass is held by the Company and its nominees, and the remaining 10% is held by Mr. Bhutani. The initial funding of GX Glass will be done by the Company and Mr. Bhutani from their own funds. If additional funding is required for GX Glass, such funds will be arranged by way of debt financing or equity financing, and Mr. Bhutani will contribute additional funds in proportion to his existing

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shareholding in GX Glass, if considered for future expansion. As on January 15, 2013, our Company holds 2,997,500 equity shares in GX Glass constituting 84.79% of the paid up equity share capital of GX Glass.

(b) Business and Management: The board of GX Glass will consist of 4 directors of which, the Company will have the right to nominate 3 directors, and Mr. Bhutani will be a non-retiring director. If the strength of the board of directors is increased, Mr. Bhutani will have the right to appoint directors in proportion to his shareholding in GX Glass. GX Glass will use and supply the products of the Company, and only in exceptional circumstances where the Company does not sell a particular product or there are supply bottlenecks, GX Glass will, with the prior written consent of the Company, use other products for rendering its services. Mr. Bhutani will be the designated chief operating officer of GX Glass and will use his expertise to handle operations and overall business.

(c) Transfer of Shares: The Company can transfer its shareholding in GX Glass without any restrictions. However, the shareholding of Mr. Bhutani will be subject to a lock-in period of 5 years from the date of issue, after which, Mr. Bhutani will be permitted to transfer all, but not less than all shares, subject to the right of first refusal of the Company. Provided that Mr. Bhutani will not be permitted to transfer his shares either directly or indirectly to a competitor of GX Glass without the express written permission of Mr. Sanjay Labroo. In the event of (i) failure by Mr. Bhutani to achieve the targets fixed by the board of directors in the business plan of GX Glass for one or more review periods; or (ii) termination of the Employment Agreement for any reason whatsoever; or (c) breach of any provision of the definitive agreements by Mr. Bhutani, the Company will have the right but not the obligation to purchase Mr. Bhutani’s shareholding in GX Glass at the price paid by Mr. Bhutani at the time of subscription.

(d) Non-Compete: During the term of the definitive agreements and for a period of 3 years after the termination of the definitive agreements, Mr. Bhutani will not, directly or indirectly, compete with GX Glass or undertake any activity similar to the Business, including, setting up or promoting a company which engages in a business similar to the Business, or providing any technical know-how or technical assistance to any person in relation to the Business.

(e) Non-Solicitation: Till such time that the MoU is terminated, Mr. Bhutani will not be permitted to (i) initiate, solicit or discuss with any third party, any proposal or offer in relation to the proposed arrangement; or (ii) provide any information to any third party in connection with the proposed arrangement; or (iii) enter into any agreement, arrangement or understanding with any third party requiring Mr. Bhutani to abandon or terminate the proposed arrangement. Mr. Bhutani will immediately notify the Company if he, or his representatives receive any communication in respect of the proposed arrangement.

(f) Termination: The Company can terminate the MoU in event of a breach by Mr. Bhutani of the terms of the MoU or non-execution of definitive agreements within a period of 180 days from the date of execution of the MoU.

(g) Dispute Resolution: In event of any disputes, differences or claims, the parties will make efforts to resolve the same amicably within 30 days from the initiation of discussions. If the dispute is not resolved amicably, the same will be referred to Mr. Sanjay Labroo or a person specifically authorized by him, whose decision will be final and binding. If Mr. Bhutani is aggrieved by such decision, he will have the right to refer the matter to arbitration, in accordance with the Arbitration and Conciliation Act, the seat of which will be in New Delhi.

II. Joint Ventures

1. Joint Venture Agreement dated September 14, 1985 read with a memorandum of amendment dated March 1, 1987 (collectively, the “JV Agreement”) amongst Maruti Udyog Limited (“MUL ”), AGCL, the Indo-Asahi Glass Company Limited (“Indo-Asahi”) and B.M. Labroo and Associates (“BML ”) in connection with formation of a joint venture by way of equity participation amongst MUL, AGC, Indo-Asahi and BML for undertaking the business of production of tempered glass through our Company, which was originally incorporated as Indian Auto Safety Glass Private Limited. As per the JV Agreement, the shareholding of the parties in our Company was envisaged as follows:

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S. No. Name of Party Percentage Shareholding 1. BML 40% 2. AGC 20% 3. MUL 20% 4. Indo-Asahi* 20% Total 100%

* Indo-Asahi has transferred its shareholding in our Company to AGC and as on date of this draft letter of offer Indo-Asahi is not a shareholder of our Company.

A summary of the key terms of the JV Agreement is set out below:

(a) Term of the JV Agreement: The JV Agreement will be valid for a period of 7 years, after which the JV Agreement will be reviewed and automatically renewed unless one of the parties chooses to withdraw. At the end of the term of the JV Agreement, if one of the parties proposes to withdraw, such party’s shareholding will be offered to the other shareholders at the fair market value, which will be mutually decided by the parties on the basis of net worth and/or earning capability of the Company. The term of the JV Agreement was extended by the parties (i) upto September, 1999, by way of extension letters dated August 11, 1992 issued by the Company, September 2, 1992 issued by Indo-Asahi, September 7, 1992 issued by AGC and March 16, 1993 issued by MSIL; (ii) upto September 2006, by way of extension letters dated September 4, 1999 issued by the Company, September 8, 1999 issued by AGC and April 1, 2000 issued by MSIL; and (iii) upto September 2013, by way of extensions letter dated September 4, 2006 issued by the Company, September 15, 2006 issued by AGC and October 26, 2006 issued by MSIL.

(b) Exit by a Party: If any of the parties proposes to leave the joint venture, the shareholding of such party will be divided amongst the remaining parties on a proportionate basis. If AGC exits from the joint venture, the Company will be required to discontinue using AGC’s brand name on its products.

(c) Corporate Governance: The number of directors on the Board of the Company will not exceed 12. For every 10% of the equity shareholding of the Company held by a party, there will be 1 director on the Board. MUL, AGC and Indo-Asahi have the right to appoint 2 Directors each and BML has the right to appoint 4 Directors on the Board. The remaining Directors can be appointed as per the decision of the Board. It has been agreed that during the term of the JV Agreement, the technical Director on the Board will be a nominee of AGC, and that for the first 3 years, the Managing Director will be a nominee of AGC.

(d) Transfer of Shares: No party will be permitted to transfer its shares to any other person, and no party to the JV Agreement will be permitted to assign or transfer its rights under the JV Agreement to any other person without the written consent of the other parties.

(e) Technical Support by AGC: During the term of the JV Agreement, AGC will provide the Company with updated information, design and drawings in the field of auto safety glass and tempered glass. However, AGC will not be required to provide any confidential and exclusive information to the Company. AGC will also arrange for technical training of personnel designated by the Company and will provide support to the Company for development of products and diversification in other fields.

(f) Non-Exclusivity: The Company is not restricted in any manner from selling its products in India or abroad, even in locations where the products of AGC are marketed directly.

(g) Dispute Resolution: All claims, disputes and differences arising between the parties arising from or in connection with the JV Agreement, which cannot be resolved amicably, will be referred to arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce and the seat of arbitration will be in London. The JV Agreement is governed by the laws of India and the courts at Delhi have exclusive jurisdiction over all matters arising from the JV Agreement.

2. Asahi India Map Auto Glass Limited (“JV Company”)

Shareholders Agreement with Map Auto Ltd. (“Map”) and JV Company.

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Our Company has entered into a shareholders agreement dated April 1, 2001 (“Map SHA”) with Map and the JV Company in connection with formation of a 50:50 joint venture between our Company and Map to engage in the business of distribution of automotive safety glass, through the JV Company. Our Company had subscribed to 100,000 equity shares of ` 10 each comprising 50% of the paid up share capital of the JV Company for a total amount of ̀ 19,150,000 (inclusive of a premium of ` 181.50 per share). It has been agreed that the shareholding of our Company and Map in the JV Company will remain in the proportion of 50:50 at all times, and will always be held in the respective names of our Company and Map. As on January 15, 2013, our Company holds 1,00,010 equity shares in the JV Company, constituting 49.99% of the paid up equity share capital of the JV Company.

A summary of the key terms of the Map SHA is set out below:

(a) Additional Funding: In case additional funds are required for undertaking the business of the JV Company, such funds can be raised through further issuance of shares, in which case Map and the Company will have pre-emptive rights to subscribe to such additional shares in proportional to their existing shareholding in the JV Company, and will be obliged to subscribe fully to such additional shares. If either party fails to subscribe to such additional shares, the pre-emptive right of such party with respect to the unsubscribed shares will pass absolutely to the other party.

(b) Corporate Governance: The board of directors of the JV Company will comprise of 6 directors, out of

which, each party will be entitled to nominate 3 directors, so long as such party holds 50% of the paid up share capital of the JV Company. The chairman of the board of directors will be nominated and elected by mutual agreement of the parties. The chairman will preside over all meetings of the board and shareholders, and will have no casting vote. The quorum for a meeting of the board will be 1/3rd of the total strength, or 2 directors, whichever is higher, present throughout the meeting, which will include at least 1 nominee director of each party.

(c) Affirmative Vote Rights: So long as a party holds at least 25% of the paid up share capital of the JV

Company, the affirmative vote of (i) at least 1 nominee director of each party; and (ii) both parties will be required in a board meeting and/or a shareholders meeting of the JV Company, respectively, in respect of, inter alia, the following matters:

(i) any deviation, change or diversification of business of the JV Company;

(ii) approval/refusal to allot or transfer securities/debentures/options of the JV Company;

(iii) declaration of dividend;

(iv) sale/lease/charging or dealing with the whole or a substantial part of the undertaking, property or assets of the JV Company;

(v) approval of any contract or arrangement to be entered into by the JV Company which creates obligations lasting for more than 1 year, or involving more than ̀ 10,000,000 in the aggregate;

(vi) increasing the strength of and filling vacancies in the board of directors;

(vii) granting loans to third parties or guaranteeing or providing securities for obligations of third parties; and

(viii)appointment and removal of managing director, whole-time directors, chief executive officers and chief operating officer of the JV Company and fixation of their remuneration and terms of appointment.

(d) Covenants of the Parties: The parties will provide requisite assistance and support to the JV Company for undertaking the business and the Company will provide requisite supply to the JV Company in accordance with its supply arrangement to enable the JV Company to achieve its targets. The Company has granted the

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JV Company the right to use its trademarks, brand names, corporate name and logo during the term of the Map SHA, and the JV Company will ensure that such intellectual property of the Company is not misused or used without authorization by other parties.

(e) Transfer of Shares: The Company and Map will continue to hold their respective shares in the JV Company, and will not sell, encumber, pledge or otherwise transfer or assign in any manner, the whole or any part of their respective shareholding in the JV Company.

(f) Non-Compete: During the term of the Map SHA, Map or its associates will not, directly or indirectly, engage in any business or activity which falls within the scope of business of the JV Company. Further, if the Map SHA is terminated on account of a breach of any of its provisions by Map, in such event, Map or its associates will not engage in any business or activity which falls within the scope of the JV Company’s business for a period of 2 years from such termination.

(g) Termination: The Map SHA will remain in force so long as Map and the Company hold shares in the JV Company, unless terminated otherwise or upon the JV Company being subject to liquidation. The Map SHA can be terminated by a party by giving 30 days’ notice to the other party, upon, inter alia, (i) failure of a party to meet the funding requirements of the JV Company; (ii) bankruptcy of any party; (iii) any attempt by a party to dispose its shareholding in the JV Company; and (iv) any change in control of a party. Further, if the Company forms another joint venture for distribution of its products or if Map notifies in writing, its intent to discontinue the joint venture, Map will be required to purchase the shareholding of the Company upon payment of consideration to the Company. The Company can also terminate the Map SHA by giving prior written notice and in such event Map will have the pre-emptive right to buy the shareholding of the Company.

(h) Dispute Resolution: Resolution of any deadlock, dispute or difference arising in connection with the Map SHA will be deferred for a cooling off period of 30 days. If the dispute is not resolved within 14 days from the end of the cooling off period, the parties will cause dispute resolution discussions to take place between the nominee directors of the parties. Any unresolved disputes will be referred to arbitration, conducted by a panel of 3 arbitrators, in accordance with the Arbitration and Conciliation Act. The venue of arbitration proceedings will be in New Delhi.

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OUR MANAGEMENT

Board of Directors Under the Articles of Association, our Company is required to have not less than 3 and not more than 15 Directors (“Directors”). As on the date of this Draft Letter of Offer, our Company has 10 Directors on its Board, 5 of which are independent Directors, in accordance with the requirements of the Listing Agreements. The following table sets forth details regarding our Board as of the date of filing the Draft Letter of Offer.


occupation

Age (years)

Address Other directorships/memberships

1. B.M. Labroo Non-Executive Director and Chairman S/o Late S. N. Labroo Tenure: Liable to retire by rotation DIN: 00040433 Occupation: Industrialist

81 “Ashiana” Khasra No. 61/18/22, Kangan Heri – Chhawla Marg, Village – Chhawla, New Delhi – 110071.

Public Companies - Samir Paging Systems

Limited - Shield Autoglass Limited - United Spirits Limited - Maltex Malsters Limited

Private Companies - Allied Fincap Services

Private Limited - Nishi Electronics Private

Limited - North-West Distilleries

Private Limited

Companies under Section 25 of the Companies Act - Nil Foreign Companies - Nil

2. Sanjay Labroo

Managing Director and Chief Executive Officer S/o B.M. Labroo Tenure: 5 years from February 19, 2009, i.e. up to February 18, 2014 DIN: 00009629 Occupation: Entrepreneur

51 6, Green Avenue Lane, Off Green Avenue, Kishangarh, New Delhi-110 070.

Public Companies - AIS Adhesives Limited - AIS Glass Solutions

Limited - Asahi India Map Auto

Glass Limited - Ballarpur Industries

Limited - Crompton Greaves Limited - Krishna Maruti Limited - Maltex Malsters Limited - Mahindra First Choice

Wheels Limited - Shield Autoglass Limited - SKH Metals Limited

Private Companies - Allied Fincap Services

Private Limited - Essel Marketing Private

140


occupation

Age (years)


Limited - LAN Estates Private

Limited - Nishi Electronics Private

Limited - R.S. Estates Private

Limited - Tahiliani Designs Private

Limited Companies under Section 25 of the Companies Act - All India Glass

Manufacturers’ Federation Foreign Companies - Nil

Others - Automotive Component

Manufacturers’ Association of India

- Indian Glass Manufacturers’ Association

- University of Pennsylvania Institute for Advanced Study of India

3. Hideaki Nohara*

Deputy Managing Director and C.T.O. (Auto) S/o Ishimatsu Nohara Tenure: 4 years from August 12, 2009, i.e. up to August 11, 2013 DIN: 02752701 Occupation: Service

58 B-73, Westend Heights, DLF Phase-V, Gurgaon – 122001, India

Public Companies - Shield Autoglass Limited

Private Companies - Nil


4. Kimikazu Ichikawa*

Non-Executive Director S/o Takeo Ichikawa Tenure: Liable to retire by rotation DIN: 03119435

54 705-182 OTA, Kamisu-city, Ibaraki-Prefecture, 314-0254, Japan

Public Companies - Nil


Companies under Section 25 of

141


occupation

Age (years)


Occupation: Service

the Companies Act - Nil Foreign Companies - AGC Automotive

(Thailand) Co. Limited - AGC Automotive China

Co., Limited - AGC Automotive Foshan

Co., Limited - Korea Autoglass Corp. - AGC Flat Glass (Thailand)

Public Co., Limited - AGC Flat Glass

Philippines Inc. - AGC Flat Glass (Dalian)

Co., Limited - AGC Flat Glass (Suzhou)

Co., Limited - AGC – LIXIL Window

Technology Inc.

5. Surinder Kapur Independent Director S/o Late S.P. Kapur Tenure: Liable to retire by rotation DIN: 00062481 Occupation: Industrialist

69 11, The Green, Rajokari, New Delhi.

Public Companies - Sona Koyo Steering

Systems Limited - Sona Okegawa Precision

Forgings Limited - JTEKT Sona Automotive

India Limited - Sona Fuji Kiko

Automotive Limited - Mahindra Sona Limited - Koyo Sona Electronics

Limited - Cosmo Films Limited - Akme Projects Limited - Somic ZF Components

Limited Private Companies - Sona Investment Private

Limited - Sona Autocomp Holding

Private Limited - Raghuvanshi Investment

Private Limited

Companies under Section 25 of the Companies Act - Nil Foreign Companies - Sona Holding B.V

142


occupation

Age (years)


- Sona Autocomp USA LLC

Others: - Nil

6. Rahul Rana

Independent Director S/o S.S. Rana Tenure: Liable to retire by rotation DIN: 00476406 Occupation: Service

49 28, Leonie Hill, Tower A, Apartment 24-28, Singapore, 239227.

Public Companies - Avantha Power &

Infrastructure Limited


Companies under Section 25 of the Companies Act - Nil Foreign Companies - Deutsche Bank, Singapore - Pyramid Healthcare

Solutions

7. Shinzo Nakanishi**

Non-Executive Director S/o Shintaro Nakanishi Tenure: Liable to retire by rotation DIN: 00108491 Occupation: Service

65 Room No. 572, Hotel Leela, Gurgaon, Haryana.

Public Companies - Suzuki Powertrain India

Limited - SKH Metals Limited - Maruti Suzuki India

Limited - Subros Limited


Companies under Section 25 of the Companies Act - Nil Foreign Companies - Suzuki Motor Corporation

8. Keiichi Nakagaki

Independent Director S/o Soichi Nakagaki Tenure: Liable to retire by rotation DIN: 02165974 Occupation: Service

60 27, Golf Links, New Delhi - 110003.

Public Companies - Snowman Logistics

Limited

Private Companies - Mitsubishi Corporation

(India) Private Limited - MC Craftsman Machinery

Private Limited

143


occupation

Age (years)



9. Gautam Thapar

Independent Director S/o B.M. Thapar Tenure: Liable to retire by rotation DIN: 00012289 Occupation: Industrialist

51 E-16, Pushpanjali Farms, Bijwasan, New Delhi – 110061.

Public Companies - Ballarpur Industries

Limited - Avantha Holdings Limited - Crompton Greaves Limited - Global Green Company

Limited - Lavasa Corporation

Limited - Salient Business Solutions

Limited

Private Companies - Sohna Stud Farm Private

Limited

Companies under Section 25 of the Companies Act - Avantha Foundation - Indian Public Schools

Society Foreign Companies - Ballarpur International

Graphic Paper Holdings B.V.

- Compass Limited - JG Containers (Malaysia)

Sdn. Bhd.

Others - Asian Tour - Aspen Institute India - Thapar University - Thapar Education Trust - Thapar Polytechnic

College - Professional Golf Tour of

India - National Security Advisory

Board, Government of India

- Council on Energy, Environment and Water

144


occupation

Age (years)


- Nani Chaan Trust - Society & Board of

Governors of the National Institute of Industrial Engineering, Mumbai

- Society and Board of Governors of Indian Institute of Management, Rohtak.

10. Gurvirendra Singh Talwar Independent Director S/o Rajendra Singh Talwar Tenure: Not Applicable DIN: 00559460 Occupation: Entrepreneur

64 19, Phillimore Place, Kensington, London, W87BY, United Kingdom

Public Companies

- DLF Limited - Green Eastern Energy

Corporation Limited Private Companies - Power Overseas Private

Limited - Sketch Investment Private

Limited - Desent Promoters and

Developers Private Limited

- Antariksh Properties Private Limited

- Herminda Builders and Developers Private Limited

- Madhukar Housing and Development Company

- Sambhav Housing and Development Company

- Udayan Housing and Development Company

- Sabre Investment Advisors India Private Limited

- Sudarshan Estates Private Limited

Companies under Section 25 of the Companies Act - Nil Foreign Companies - Sabre Capital Worldwide

Others - Sabre Investment

Consultants LLP (Designated Partner)

- Parvati Estates LLP (Designated Partner)

- Universal Management and Sales LLP (Designated Partner)

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*Nominee of AGCL ** Nominee of MSIL All the Directors of our Company are Indian nationals except Mr. Hideaki Nohara, Mr. Kimikazu Ichikawa, Mr. Shinzo Nakanishi and Mr. Keiichi Nakagaki, who are Japanese nationals and Mr. Rahul Rana, who is a national of the United States of America. Mr. Ichikawa is presently residing in Japan and Mr. Rahul Rana is presently residing in Singapore, while Mr. Nohara, Mr. Nakagaki and Mr. Nakanishi are presently residing in India. Further, Mr. Gurvirendra Singh Talwar is a non-resident Indian presently residing in the United Kingdom. Except for Mr. B.M. Labroo who is the father of Mr. Sanjay Labroo, none of our Directors are related to each other. Mr. B.M. Labroo and Mr. Sanjay Labroo are also the Promoters. Mr. Hideaki Nohara and Mr. Kimikazu Ichikawa have been nominated by AGCL and Mr. Shinzo Nakanishi has been nominated by MSIL, pursuant to the JV Agreement pursuant to letters dated July 21, 2009, July 1, 2010 and January 2, 2008 respectively, as Directors on the Board. Arrangement or understanding with Major Shareholders, Customers, Suppliers or Others As on the date of this Draft Letter of Offer, except Mr. Hideaki Nohara, Mr. Kimikazu Ichikawa and Mr. Shinzo Nakanishi, who have been nominated to the Board by the AGCL and MSIL (Promoters of our Company), none of the Directors on the Board have been appointed pursuant to any arrangements or understanding with major shareholders, customers, suppliers or others. Brief biographies of our Directors Mr. B.M. Labroo, aged 81 years, is the Non-Executive Director and Chairman and one of the Promoters of our Company. As Chairman of our Board, he advises us on all strategic matters relating to existing and future business of our Company. He has been on our Board since December 3, 1985. He holds a Master of Arts degree in Political Science from Punjab University. He has vast experience in marketing, finance and corporate governance. Mr. Labroo is on the board of directors of various companies, which include United Spirits Limited (a UB Group Company), Shield Autoglass Limited and Samir Paging Systems Limited. As of the date of this Draft Letter of Offer, Mr. B.M. Labroo also serves as the chairman of the compensation committee and member of the audit committee and shareholders’/investor grievance committee of United Spirits Limited. Mr. Sanjay Labroo, aged 51 years, is the Managing Director and Chief Executive Officer and one of the Promoters of our Company. He has been on our Board since February 22, 1989. He holds dual degrees in finance and management from the Wharton School of Business & Finance, Pennsylvania, the United States of America. Being one of the founder Promoters and an entrepreneur, he has been involved in the management of the Company since its inception. He commenced his career in the year 1984. Mr. Labroo is on board of directors of various companies including Ballarpur Industries Limited, Crompton Greaves Limited and Mahindra First Choice Wheels Limited. Further, Mr. Labroo has also been a director on the central board of directors of the Reserve Bank of India for a period of 4 years from January 2, 2007. During his tenure as director with the Reserve Bank of India, Mr. Labroo has also served as a member of the Technical Advisory Committee on Monetary Policy and Building Sub-Committee of the Reserve Bank of India. Mr. Hideaki Nohara, aged 58 years, is the Deputy Managing Director and Chief Technical Officer (Auto). Nominated as a Director by AGCL pursuant to the JV Agreement, he has been on our Board since August 12, 2009. He is a graduate in Metal Engineering from Tohoku University, Japan. He has 37 years of experience in management. He commenced his career in 1977. Mr. Nohara joined AGCL in the year 1977 and has held various senior positions during his career of 32 years with AGCL. Prior to joining our Company, Mr. Nohara was working as manager – production planning & control unit at Central Office of the AGCL since 2001. Mr. Shinzo Nakanishi, aged 65 years, is a Director nominated by MSIL pursuant to the JV Agreement. He has been on our Board since January 2, 2008. He graduated from the Faculty of Law, Doshisha University, Japan. He has 41 years of experience in corporate planning and management. He commenced his career in 1971 with Suzuki Motor Corporation where he has held various senior positions. Prior to his appointment as managing director and chief executive officer of MSIL, Mr. Nakanishi was the senior managing executive officer and executive general manager

146

of Suzuki Motor Corporation. Mr. Keiichi Nakagaki, aged 60 years, is an Independent Director. He has been on our Board since May 6, 2008. He holds a Bachelors degree in economics from Hitotsubashi University, Japan. He has 37 years of experience in business planning and management. He has been associated with Mitsubishi Corporation, Japan since April, 1975 and has held several senior positions. Mr. Nakagaki is currently the chairman and managing director of Mitsubishi Corporation India Private Limited. Mr. Gautam Thapar, aged 51 years, is an Independent Director. He has been on our Board since March 22, 2002. He is a graduate in chemical engineering from the Pratt University, the United States of America. Being the Chairman and chief executive officer of the Avantha Group, he has vast experience in corporate governance, business planning and management. Mr. Thapar is presently a trustee on a number of institutions, including the Aspen Institute, India of which he is a Chairman, and the Thapar Education Trust. Mr. Thapar was the president of the All India Management Association. He is also a director on the boards of several other companies in India and abroad which include Ballarpur International Graphic Paper Holdings B.V., Compass Limited and JG Containers (Malaysia) Sdn. Bhd. Mr. Kimikazu Ichikawa, aged 54 years, is a Director nominated on our Board by AGCL pursuant to the JV Agreement. He has been on our Board since July 29, 2010. He is a graduate in political science and economics from the Waseda University, Japan. He has 30 years of experience in business planning, strategy and management. He commenced his career in April, 1981 with AGCL and has held various senior positions during his tenure of 30 years with the AGCL. Mr. Ichikawa is currently the executive officer, regional president for Japan / Asia Pacific, glass company, AGCL. Dr. Surinder Kapur, aged 69 years, is an Independent Director. He has been on our Board since December 24, 1988. Dr. Kapur is the founder chairman of the Sona Group. He has a Doctorate in mechanical engineering from the Michigan State University, United States of America and is a recipient of the MSU Distinguished Alumni Award from the Michigan State University Alumni Association. He also holds a Masters of Science and Bachelors of Science degree in engineering from the Michigan State University, United States of America. He is currently serving as the Chairman of the Industrial Relations Council of Confederation of Indian Industry (CII) and was awarded the CII President’s Award for contribution to Mission for ‘Innovation in Manufacturing for the year 2006-2007’. He is a member of the National Manufacturing Competitiveness Council (NMCC) and National Council for Electric Mobility (NCEM). He was also a member of the Automotive Mission Plan (2006-2016) set up by the Ministry of Heavy Industry, Government of India. He has led the CII’s mission on Innovation in Manufacturing and has been the Chairman of the TPM Club of India. Mr. Rahul Rana, aged 49 years, is an Independent Director. He has been on our Board since December 30, 2005. He holds a Masters degree in business administration from the University of Illinois at Urbana Champaign, the United States of America and a Bachelors degree in finance from Shri Ram College of Commerce, University of Delhi. Currently he is the managing director of Deutsche Bank, Singapore in Corporate and Investment Bank and has vast experience in corporate finance, business planning and management. Mr. Gurvirendra Singh Talwar, aged 64 years, is an Independent Director. He has been on our Board since December 20, 2012. He holds a Bachelor of Arts (Honors) degree in economics from St. Stephen’s College, University of Delhi. Mr. Talwar is the founding Chairman and Managing Partner of Sabre Capital Worldwide, a private equity and investment company focused on financial services. Mr. Talwar commenced his career with Citibank in India and was responsible for building and leading Citibank’s retail businesses across all countries in Asia-Pacific and the Midde East, and subsequently for managing Citibank’s businesses in Europe and North America. He was appointed Executive Vice President of Citibank and Citigroup and was a member of the Policy and Executive Committees of Citigroup and Citibank. Mr. Talwar left Citigroup to join Standard Chartered Plc, where he was appointed as Global Chief Executive. He is the first Asian to have appointed Global Chief Executive of FTSE 15 Company and of a major international bank. Mr. Talwar was previously Chairman of Centurion Bank of Punjab Limited in India. He is a Non-executive Director of DLF Limited. He has also served on the global boards of Pearson Plc, Schlumberger Limited and Fortis SV and NA. He is the founding Governor of the Indian School of Business, a former Governor of the London Business School and is Patron of the National Society for Prevention of Cruelty to Children.

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Confirmation from Directors During the 5 years preceding the date of this Draft Letter of Offer, none of our Directors is or was a director on any listed company(ies) whose shares have been or were suspended from being traded on the concerned Indian stock exchanges under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority, during the term of their directorship in such companies. None of our Directors is or was a director on any listed company(ies) that have been or were delisted from any stock exchange under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority, during the term of their directorship in such companies.

Borrowing powers of the Board Subject to the provisions of Section 293(1)(d) of the Companies Act, our Board is authorised, to raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. The shareholders of the Company, through a resolution dated March 27, 2007, passed by way of postal ballot, authorised our Board to borrow monies together with monies already borrowed by the Company, in excess of the aggregate of the paid up capital of the Company and its free reserves, not exceeding ̀ 2,000 crores at any time. Remuneration of our Directors Remuneration of the Managing Director Mr. Sanjay Labroo was appointed as a Managing Director for a period of 5 years with effect from February 19, 2009 pursuant to a shareholders resolution dated July 28, 2009. He began drawing remuneration with effect from February 19, 2009. Further, the terms of appointment and remuneration of Mr. Labroo were revised with effect from April 1, 2010 pursuant to a shareholders resolution dated July 28, 2010. The shareholders of the Company by way of a resolution dated August 8, 2012, have approved the current remuneration payable to Mr. Sanjay Labroo with effect from April 1, 2012, for the remainder of his tenure, i.e., upto February 18, 2014. Particulars

Remuneration

Term 5 years, i.e. from February 19, 2009 upto February 18, 2014

Basic Salary (Applicable w.e.f. April 1, 2012)

` 232,000 per month with an annual increment of ` 6,000, with effect from April 1 every year.

Perquisites and Benefits - 2.25% commission on the net profits of the Company in each financial year subject to overall limits as stipulated in Section I Part II of Schedule XIII of the Companies Act.

- Perquisites and allowances in terms and accordance with the Management Regulations of the Company, as applicable and in force from time to time.

Others Such other benefits, schemes, privileges and amenities including provident fund,

superannuation fund, gratuity fund, etc., as are applicable in accordance with the Management Regulations of the Company in force from time to time. Provided that in the event of absence or inadequacy of profits in any financial year, the Managing Director shall be entitled to the minimum remuneration as mentioned above without any variation except that no commission shall be payable. In event of inadequacy of profits, the total remuneration to be paid to Sanjay Labroo shall not exceed ` 7,500,000 during any financial year during his tenure. In case of adequacy of profits, the Company may pay remuneration to Sanjay Labroo upto 5% of the profits in terms of the provisions of the Companies Act.

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Remuneration paid to Mr. Sanjay Labroo during the F.Y. 2011-12 In his capacity as Managing Director & CEO `̀̀̀ in crores Salary, Allowances and perquisites 0.63 Sitting fees Nil Commission Nil Total 0.63 We have made an application with the Central Government in Form 25A on August 30, 2012 for approval for waiver of excess remuneration paid to Mr. Sanjay Labroo, our Managing Director, during financial year 2011-2012 and the approval for the same was received from the Ministry of Corporate Affairs by way of a letter dated November 29, 2012. Mr. Hideaki Nohara was appointed as a whole-time Director on our Board with the designation of Deputy Managing Director and CTO (Auto) for a period of 4 years with effect from August 12, 2009 pursuant to a resolution of the Board dated July 28, 2009 and a shareholders resolution dated October 9, 2009, passed by way of postal ballot. He began drawing remuneration with effect from August 12, 2009. The shareholders of the Company have by way of a resolution dated August 8, 2012, approved the current remuneration payable to Mr. Hideaki Nohara with effect from August 12, 2012. Particulars Remuneration Term 4 years, i.e., from August 12, 2009 upto August 11, 2013

Basic Salary ` 79,000 per month with an annual increment of ` 3,000 with effect from April 1

every year.

Perquisites and Benefits - Perquisites and allowances in terms and accordance with the Management Regulations of the Company, as applicable and in force from time to time.

Others - Such other benefits, schemes, privileges and amenities including provident

fund, superannuation fund, gratuity fund, etc., as are applicable in accordance with the Management Regulations of the Company in force from time to time.

- Foreign travel allowance upto a maximum of ` 10,00,000 per annum. - In the event of absence or inadequacy of profits in any financial year, the

Director shall be paid minimum remuneration including basic salary not exceeding ̀ 20,00,000, foreign allowance not exceeding ` 10,00,000 and other benefits as per our Company’s Management Policy.

Remuneration paid to Mr. Hideaki Nohara during the F.Y. 2011-12 In his capacity as Deputy Managing Director & CTO (Auto) ` ` ` ` in crores Salary, Allowances and perquisites 0.23 Sitting fees Nil Commission Nil Total 0.23 Mr. Arvind Singh , who has resigned from the Board with effect from November 8, 2012, was initially appointed as a whole-time Director on our Board for a period of 5 years with effect from June 28, 2010 pursuant to a shareholders resolution dated July 28, 2010. Mr. Arvind Singh subsequently resigned as whole-time Director of the Company with effect from January 1, 2012 and was again re-appointed as Non-executive Director of the Company with effect from Jnauary 25, 2012. He began drawing remuneration in the capacity of whole-time Director with effect from June 28, 2010, pursuant to a shareholders resolution dated July 28, 2010 by virtue of which, his remuneration was approved. Remuneration paid to Mr. Arvind Singh during the F.Y. 2011-12

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In his capacity as whole-time Director ` ` ` ` in crores Salary, Allowances and perquisites 0.51 Sitting fees Nil Commission Nil Total 0.51 We have made an application with the Central Government in Form 25A on August 30, 2012 for approval for waiver of excess remuneration paid to Mr. Arvind Singh, who was a whole-time director on the Board of our Company uptil January 1, 2012, during financial year 2011-2012 and the approval for the same was received from the Ministry of Corporate Affairs by way of a letter dated November 29, 2012. Details of sitting fees and commission paid to Non – Executive Directors during FY 2012. Our Company is eligible to make payments of upto ` 20,000 to its Directors for attending each meeting of the Board and any committee thereof, in terms of the applicable provisions of the Companies Act. Accordingly, our Company has paid sitting fees to the Directors during the last financial year as set out below: Name Amount (In ` ` ` ` B. M. Labroo 1,00,000 Kimikazu Ichikawa 60,000 Keiichi Nakagaki 60,000 Shinzo Nakanishi 20,000 Gautam Thapar 1,60,000 Shareholding of our Directors Our Articles do not require our Directors to hold qualification shares. The following table details the shareholding of our Directors in their personal capacity and either as sole or first holder, as on the date of the Draft Letter of Offer:

Sr. No. Name Number of Equity Shares Percentage of Pre-Issue Equity Share Capital (in %)

1. B.M. Labroo 1,37,83,920 8.62 2. Sanjay Labroo 1,04,56,240 6.54 3. Rahul Rana 10,000 0.01 4. Gautam Thapar 56,000 0.04

Interests of Directors Our Directors, Mr. B.M. Labroo, Mr. Sanjay Labroo are also the Promoters of our Company and Mr. Hideaki Nohara, Mr. Kimikazu Ichikawa are nominees of AGCL and Mr. Shinzo Nakanishi is a nominee of MSIL. Our Managing Director, Mr. Sanjay Labroo and our Deputy Managing Director, Mr. Hideaki Nohara, are also interested to the extent of remuneration paid including sitting fees and commission to them by the Company as detailed above. All of our Directors may be deemed to be interested to the extent of reimbursement of expenses and commission payable to them. Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be subscribed by or allotted to the companies, firms, trusts, in which they are interested as directors, members, partners, trustees and promoters, pursuant to this Issue. All of our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. Our Directors have no interest in any property acquired or proposed to be acquired by the Company within 2 years prior to the date of this Draft Letter of Offer. Also, except as stated in this Draft Letter of Offer and in particular the section titled “Related Party Transactions” on page 216 of this Draft Letter of Offer, our Directors do not have any other interest in our business.

150

Payment or benefit to Directors/ officers of our Company Except, the remuneration paid to our Managing Director, Mr. Sanjay Labroo, our Deputy Managing Director, Mr. Hideaki Nohara, Mr. Arvind Singh, and the officers of our Company, no amount or benefit has been paid or given within the 2 preceding years or is intended to be paid or given to any of our Directors and the officers of our Company. Apart from the remuneration payable to our Managing Director, Mr. Sanjay Labroo and our Deputy Managing Director, Mr. Hideaki Nohara, as stipulated in this section, our non-executive Directors are entitled to be paid sitting fees for attending the Board or committee meetings or for any other business of our Company. Bonus or profit sharing plan of the Directors Apart from the performance linked incentive forming part of our Managing Director’s remuneration, i.e., commission of upto 2.25% of the net profits of our Company in each financial year subject to overall limits as stipulated in Section I Part II of Schedule XIII of the Companies Act, pursuant to the resolution of our shareholders dated 27th July, 2011, our Non – Executive and Independent Directors are paid commission subject to an aggregate limit of 1% of the net profits of our Company in each financial year, subject to the approval of the Board and our shareholders. There are no service contracts entered by our Company with any Directors for provision of benefits or payments of any amount upon termination of employment. Changes in our Board during the last 3 years Our Board has undergone the following changes in the last 3 years:

S. No.

Name Date of Appointment Date of Cessation/ Change in Designation

Reason

1. Masayuki Kamiya May 16, 2006 January 1, 2010 Resignation 2. Marehisa Ishiko January 21, 2010 - Appointment 3. Marehisa Ishiko January 21, 2010 July 27, 2010 Resignation 4. Kimikazu Ichikawa July 29, 2010 - Appointment 5. Kimikazu Ichikawa July 29, 2010 July 27, 2011 Change in Designation 6. Arvind Singh June 28, 2010 January 1, 2012* Resignation 7. Arvind Singh January 25, 2012* November 8, 2012 Resignation 8. Gurvirendra Singh Talwar December 20, 2012 - Appointment

* Resigned as whole-time Director. * Appointed as additional director in capacity of a non-executive director in the board meeting held on January 25, 2012. Corporate Governance The provisions of the Equity Listing Agreement with respect to corporate governance are applicable to our Company immediately upon the listing of the Equity Shares with the Stock Exchanges. We believe we have complied with the requirements of corporate governance contained in the Equity Listing Agreement, particularly those relating to composition of Board of Directors, constitution of committees such as Audit Committee, Shareholders Grievance Committee and the Remuneration Committee. We have a Board constituted in compliance with the Companies Act and the Equity Listing Agreement. The Board functions either as a full Board or through various committees constituted to oversee specific operational areas. Our Company currently has 10 Directors on its Board, 5 of which are independent Directors. Committees of the Board The Company has constituted the following committees in compliance with corporate governance requirements:

151

(a) Audit Committee

The audit committee (“Audit Committee”) was constituted by our Board at its meeting held on March 22, 2002. The Audit Committee was reconstituted pursuant to a resolution of the Board dated January 25, 2012 and presently comprises the following members:

Name of Director Designation

Surinder Kapur Chairman Gautam Thapar Member Rahul Rana Member

The company secretary of the Company shall be the secretary of the Audit Committee. Meeting of the Audit Committee The Audit Committee shall meet at least once in every quarter. Scope and terms of reference: The scope and function of the Audit Committee is in accordance with section 292A of the Companies Act and Clause 49 of the Equity Listing Agreement. The Audit Committee would inter alia perform the following functions: 1. Oversight of the company’s financial reporting process and the disclosure of its financial information to

ensure that the financial statement is correct, sufficient and credible; 2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal

of the statutory auditor and the fixation of audit fees; 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors; 4. Reviewing, with the management, the annual financial statements before submission to the board for

approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act;

b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; and g. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for

approval; 5A. Reviewing with the management, the statement of uses/ application of funds raised through an issue (public

issue, rights issue, preferential issue, etc), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the board to take up steps in this matter. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

6. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

7. Discussion with internal auditors, any significant findings and follow up thereon; 8. Reviewing the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

152

9. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

10. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

11. To review the functioning of the Whistle Blower mechanism, in case the same is existing; and 12. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee shall mandatorily review the following information:

1. Management’s discussion and analysis of financial conditions and results of operations; 2. Statement of significant related party transactions (as defined by the Audit Committee) submitted by the

management; 3. Internal audit reports relating to internal control weaknesses; and 4. The appointment removal and terms of remuneration of chief internal auditor shall be subject to review by

the Audit Committee. (b) Remuneration Committee

The remuneration committee (“Remuneration Committee”) was constituted by our Board at its meeting held on March 22, 2002. The Remuneration Committee was reconstituted pursuant to a resolution of the Board dated May 27, 2009 and presently comprises the following members:


Gautam Thapar Chairman Surinder Kapur Member Hideaki Nohara Member B. M. Labroo Member Rahul Rana Member

The company secretary of the Company shall be the secretary of the Remuneration Committee. Scope and terms of reference: To review and recommend the remuneration packages of the Managing Director and Chief Executive Officer and other executive Directors, based on the overall performance and annual financial results of the Company.

(c) Shareholders’/ Investors’ Grievance Committee

The shareholders’/investors’ grievance committee (“Shareholders’/Investors’ Grievance Committee”) was constituted by our Board at its meeting held on March 22, 2002. The Shareholders Grievance Committee was reconstituted pursuant to a resolution of the Board dated January 25, 2012 and presently comprises the following members:


B. M. Labroo Chairman Sanjay Labroo Member Hideaki Nohara Member

The company secretary of the Company shall be the secretary of the Shareholders’/Investors’ Grievance Committee.

Scope and terms of reference: To specifically look into the redressal of shareholders and investors complaints and other shareholder related issues, such as, inter alia, transfer/transmission of shares, sub-divisions, consolidation of securities, issue of duplicate share certificates, dematerialization/rematerialization of shares, etc.

Management Organizational Structure

Key Management Personnel Our Key Management Personnel comprise of permanent employees. Such Key Management Personnel are not related to each other or to any Director of our Company. Further, none of our Key Management Personnel were appointed as Directors or members of senior manamajor shareholders, customers, suppliers or others. Our Key Management Personnel include the following:

Mr. Bhupinder Singh Kanwar, responsible for the overall automotive glass business of matters relating to revenue and cost management, customer and supplier relationships, manpower and other general administrative and overall opAuto Glass. He holds a Bachelors degree in mechanical engineering from the University of Calicut. He has 25 years of experience in the field of technology, operations and general admwith our Company since 1987. The compensation paid to him in the last financial year was

Mr. Sanjay Ganjoo, aged 53 years,He is responsible for the overall architectural glass business of relating to revenue and cost management, customer and supplier relationships, manpower and other general administrative and overall operationsengineering from the Institution of Mechanical Engineers, India. He has 23 yeardevelopment, design, fabrication and engineering for various equipment and machine

153

Management Organizational Structure

Our Key Management Personnel comprise of permanent employees. Such Key Management Personnel are not related to each other or to any Director of our Company. Further, none of our Key Management Personnel were appointed as Directors or members of senior management pursuant to any arrangement or understanding with major shareholders, customers, suppliers or others.

rsonnel include the following:

Mr. Bhupinder Singh Kanwar, aged 48 years, is the Chief Operating Officer, of responsible for the overall automotive glass business of our Company. He is responsible for allmatters relating to revenue and cost management, customer and supplier relationships, manpower and other general administrative and overall operations of the various plants / sub-assembly units a

He holds a Bachelors degree in mechanical engineering from the University of Calicut. He has 25 years of experience in the field of technology, operations and general administration. He has been associated with our Company since 1987. The compensation paid to him in the last financial year was

years, is the Chief Operating Officer, architectural glass He is responsible for the overall architectural glass business of our Company including relating to revenue and cost management, customer and supplier relationships, manpower and other general administrative and overall operations of various locations. He holds a Bachelors degree in mechanical engineering from the Institution of Mechanical Engineers, India. He has 23 years of experience in the field of

, design, fabrication and engineering for various equipment and machine

Our Key Management Personnel comprise of permanent employees. Such Key Management Personnel are not related to each other or to any Director of our Company. Further, none of our Key Management Personnel were

gement pursuant to any arrangement or understanding with

of AIS Auto Glass and is He is responsible for all operating

matters relating to revenue and cost management, customer and supplier relationships, manpower and other assembly units and warehouses of AIS

He holds a Bachelors degree in mechanical engineering from the University of Calicut. He has 25 inistration. He has been associated

with our Company since 1987. The compensation paid to him in the last financial year was ` 0.37 crores.

architectural glass business of our Company. our Company including all operating matters

relating to revenue and cost management, customer and supplier relationships, manpower and other general He holds a Bachelors degree in mechanical

s of experience in the field of , design, fabrication and engineering for various equipment and machinery required for production

154

of automotive glass. He has been associated with our Company since 1989. The compensation paid to him in the last financial year was ` 0.41 crores.

Mr. Vikram Khanna, aged 47 years, is the Chief Operating Officer, AIS consumer glass, comprising of the distribution, retail of automotive glass and allied products in the automotive after markets and retail initiative of our Company through our subsidiary GX. Further, he is also the chief information officer (CIO) and chief marketing officer (CMO) of our Company. He holds a Post Graduate Diploma in business management from the International Management Institute, Delhi and a Diploma in management from the Pusa Institute of Management and a Bachelors degree in Arts from the Delhi University. He has 25 years of experience in the field of supply chain management, sales and marketing and general management with P&L responsibility. He has been associated with our Company since 1996. Prior to joining our Company, he served in the Indian army as an officer. The compensation paid to him in the last financial year was ` 0.43 crores.

Mr. Rupinder Shelly, aged 44 years, is the Executive Director – Technical (Architectural SBU), Chief, Research, Development & Innovation and is responsible for back-end operations of architectural SBU, product and technology development and energy management. He holds a Bachelor’s degree in Electrical Engineering from the National Institute of Technology, Hamirpur, Himachal Pradesh. He has 22 years of experience in the field of glass technology, development, energy management, R&D and overall business operations. He has been associated with our Company since 1990. The compensation paid to him in the last financial year was ` 0.37 crores.

Mr. Shailesh Agarwal, aged 44 years, is the Executive Director and Chief Financial Officer and is responsible for accounts, finance and taxation matters of the Company. He is a qualified Chartered Accountant from the Institute of Chartered Accountants of India. He has 20 years of experience in the field of accounts, finance, taxation and systems. He has been associated with our Company since 2007. Prior to joining our Company, he was associated with HCL BPO Services Limited, Munjal Showa Limited and Polyplex Corporation Limited. The compensation paid to him in the last financial year was ̀ 0.27 crores.

Mr. Rajesh Mukhija, aged 47 years, is the Executive Director (Managing Director & Chief Executive Officer’s Office) and General Counsel and is currently responsible for corporate strategy, key business and operational matters including corporate restructuring, joint ventures and alliances, green field projects and the governance, risk management, compliance and audit function across all businesses of our Company. He holds a degree of Masters of Business Administration from the University School of Management Studies, Indraprastha University, a Bachelor’s degree in Law from Delhi University and is a qualified Company Secretary from the Institute of Company Secretaries of India. He has over 22 years of experience in the field of corporate legal and secretarial, contracts management, mergers and acquisitions, investor relations, governance, risk management, compliance, corporate restructuring, systems and processes, business strategy and planning and audits. He has been working with the Company since 1997, except for a brief period from October 2011 to February 2012. During 2008 to 2010, he was assigned to the Glass Company Headquarters of AGCL at Brussels, Belgium. The compensation paid to him in the last financial year was ̀ 0.21 crores.

Mr. Devarshi Deb, aged 45 years, is the Chief Human Resource Officer and is responsible for the overall human resource functions of our Company and its Group Entities. He holds a Post Graduate Diploma in personnel management from the Xavier Institute of Social Service. He has 20 years of experience in the field of human resources and personnel management. He has been associated with our Company since July 2012. Prior to joining our Company, he was Vice President and Head, Human Resources at Halonoix Limited.

Mr. Gopal Ganatra, aged 33 years, is the Chief Legal Officer, Investor Relations and Company Secretary of our Company. He is also the Executive Assistant to the Managing Director and Chief Executive Officer. He is a qualified Company Secretary from the Institute of Company Secretaries of India and holds a Bachelor’s degree in law from Saurashtra University. Presently he is pursuing Masters in Business Administration from the Management Devlopmenet, Institute, Gurgaon. He is responsible for litigation management, legal and statutory compliance, contract management of the Company and its Group Entities. As a Company Secretary and

155

Compliance Officer of the Company, he, inter alia, coordinates the activities and agenda of the Board of Directors. The compensation paid to him in the last financial year was ̀ 0.15 crores.

Shareholding of the Key Management Personnel Except as stated herein below, none of the Key Managerial Personnel of the Company hold Equity Shares in our Company:

S. No. Key Managerial Personnel Number of Equity Shares held Percentage (to pre-issued share capital of the Company)

1. Sanjay Ganjoo 8,300 0.005 2. Bhupinder Singh Kanwar 8,298 0.005 3. Rupinder Shelly 3,124 0.002 4. Vikram Khanna 8,050 0.005

Changes in the Key Management Personnel The changes in the Key Management Personnel in the 3 years prior to the date of this Draft Letter of Offer are as follows:

S. No.

Name Designation Date of Appointment

Date of Cessation

Reason

1. Devarshi Deb Corporate Head – Human Resources

July 2, 2012 - Appointment

Interests of Key Management Personnel Other than to the extent of the remuneration or benefits to which they are entitled as per the terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business the Equity Shares of our Company held by the Key Managerial Personnel, as stated above, the Key Managerial Personnel of our Company do not have any interest in our Company. None of our Key Managerial Personnel have been paid any consideration of any nature by the Company, other than their remuneration. All our Key Managerial Personnel may also be deemed to be interested to the extent of Equity Shares, if any, that may be subscribed for and allotted to them, out of the present Issue in terms of the Draft Letter of Offer and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. Bonus or profit sharing plan of the Key Management Personnel Apart from the performance linked incentive, i.e., commission of upto 0.40% of the net profits of our Company in each financial year, our Key Managerial Personnel are paid commission subject to an aggregate limit of 50% of their annual CTC for which the commission is awarded. Termination/ Retirement benefits paid to Key Management Personnel Other than statutory benefits like provident fund and gratuity, there are no termination/retirement benefits being provided to our Key Managerial Personnel.

Promoters The present Promoters of our Company are Japan and Maruti Suzuki India Limited. A. Mr. B.M. Labroo

Identification ParticularsPassport numberVoter's identification numberDriving license numberPAN

Mr. B.M. Labroo,1, 37, 83,920Company and after the completion of the Issue, he will hold [of the Company. He with the Company since further details, please see the section titled “Draft Letter of Offer

B. Mr. Sanjay Labroo

Identification ParticularsPassport numberVoter' s identification numberDriving license PAN

Mr. Sanjay Labroo,Company. equity share capital equity share capital of the Company. He has been involved in since its inceptionthe section titled “* Mr. Sanjay Labroo’s driving license hashas been made.

We undertake that the details of the PAN, bank account number and passport number, of our Promoters namely Mr. B.M. Labroo and Mr. Sanjay LabrooDraft Letter of Offer with the Stock Exchanges.

C. Asahi Glass Co. Limited (“AGCL

AGCL was incorporated in 1907 under the laws of Japan. The registered office of AGCL is located at Chiyodaku, Tokyo. AGCL was incorporated to architectural, automotive and display glass, chemicals and other highits group companies. The current shares. As on the date of this Draft Letter of Offer, AGCL holds 35,5the pre-Issue share capital of our Company. AGCL has been granted PAN No. AAGCA4716N by Income Tax Department, Government of India. The equity shares of AGCL are listed on Tokyo Stock Exchange and Osaka Stock Exchange.

Promoters

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OUR PROMOTERS

The present Promoters of our Company are Mr. B.M. Labroo, Mr. Sanjay Labroo, the Asahi Glass Co.Japan and Maruti Suzuki India Limited.

Identification Particulars Details Passport number Z2041356 Voter's identification number NLNO845198 Driving license number 1367/A/4/Panchkula

AAAPL8061E Mr. B.M. Labroo, aged 81 years, is the Chairman of our Company. 1, 37, 83,920 Equity Shares, representing 8.62 % of the Pre- Issue equity share capital of the Company and after the completion of the Issue, he will hold [●] % of the equity share capital of the Company. He advises our Company on all strategic matters. He has been assowith the Company since 1984 and has been on our Board since December 3, 1985.further details, please see the section titled “Our Management” beginning on page Draft Letter of Offer.

Identification Particulars Details Passport number Z1751948 Voter' s identification number Not available Driving license number P09032004319781*

AABPL6516H Mr. Sanjay Labroo, aged 51 years, is the Managing Director and Chief Executive Officer of our Company. Mr. Sanjay Labroo holds 1, 04, 56,237 Equity Shares, representing equity share capital of the Company and after the completion of the Issue, he will hold [equity share capital of the Company. He has been involved in the management of the Company since its inception and has been on our Board since February 1989. For further detailthe section titled “Our Management” beginning on page 139of this Draft Letter of Offer* Mr. Sanjay Labroo’s driving license has expired and an application for the renewal of the same has been made.

that the details of the PAN, bank account number and passport number, of our Promoters namely Sanjay Labroo will be submitted to the Stock Exchanges at the time of filing of this

Draft Letter of Offer with the Stock Exchanges.

AGCL ”)

1907 under the laws of Japan. The registered office of AGCL is located at Chiyoda, Tokyo. AGCL was incorporated to inter alia, carry on the business of providing global solution for

architectural, automotive and display glass, chemicals and other high-function materials and components, with . The current equity capital of AGCL is JPY 90,873,373,264 comprising of

etter of Offer, AGCL holds 35,520,000 Equity Shares aggregating to 22.21% of Issue share capital of our Company.

AGCL has been granted PAN No. AAGCA4716N by Income Tax Department, Government of India.

The equity shares of AGCL are listed on Tokyo Stock Exchange and Osaka Stock Exchange.

Labroo, the Asahi Glass Co. Limited,

years, is the Chairman of our Company. Mr. B.M. Labroo holds Issue equity share capital of the

] % of the equity share capital advises our Company on all strategic matters. He has been associated

and has been on our Board since December 3, 1985. For ” beginning on page 139 of this

years, is the Managing Director and Chief Executive Officer of our Equity Shares, representing 6.54 % of Pre- Issue

of the Company and after the completion of the Issue, he will hold [●] % of the the management of the Company

For further details, please see of this Draft Letter of Offer.

expired and an application for the renewal of the same

that the details of the PAN, bank account number and passport number, of our Promoters namely submitted to the Stock Exchanges at the time of filing of this

1907 under the laws of Japan. The registered office of AGCL is located at Chiyoda-roviding global solution for

function materials and components, with comprising of 1,186,705,905

20,000 Equity Shares aggregating to 22.21% of

AGCL has been granted PAN No. AAGCA4716N by Income Tax Department, Government of India.

The equity shares of AGCL are listed on Tokyo Stock Exchange and Osaka Stock Exchange.

157

There is no entity exercising control on AGCL, nor there is any natural person holding 15% or more in the equity capital or voting rights in AGCL. Shareholding pattern The shareholding pattern of AGCL as on June 30, 2012 is set out below:

S. No. Name of the Shareholder No. of units Held (1 unit =

1,000 shares) Percentage of

shareholding (in %) 1. The Master Trust Bank of Japan, Ltd.(Trust

Account) 69,509 5.86

2. Japan Trustee Services Bank, Ltd.(Trust Account)

58,551 4.93

3. Meiji Yasuda Life Insurance Company 48,078 4.05 4. Tokio Marine & Nichido Fire Insurance

Co., Ltd. 37,746 3.18

5.

Nippon Life Insurance Company 34,338 2.89

6. SSBT OD05 OMNIBUS ACCOUNT - TREATY CLIENTS

24,327 2.05

7. The Asahi Glass Foundation 23,230 1.96 8. Mitsubishi Estate Co., Ltd. 22,703 1.91 9. Mizuho Corporate Bank, Ltd. 20,872 1.76 10. The Bank of Tokyo-Mitsubishi UFJ, Ltd. 20,686 1.74 11. Others 826,666 69.67

Total 1,186,706 100% Board of directors As on the date of this Draft Letter of Offer, the board of directors of AGCL comprises of the following:

S. No Name Designation 1. Kazuhiko Ishimura* President and Chief Executive Officer 2. Yuji Nishimi* Senior Executive Vice President; Overall business management (AGC

Group Improvement Activities, Electronics business and Business development)

3. Katsuhisa Kato* Executive Vice President; Assistant to Chief Executive Officer 4. Takashi Fujino Senior Executive Officer; Overall business management (Finance);

General Manager of Office of the President 5. Kunihiro Matsuo Independent Director 6. Hajime Sawabe Independent Director 7. Masahiro Sakane Independent Director

* Representative director Financial performance Financial results of AGCL for the last 3 fiscals are set out below:

(in JPY million except earning per share and net asset value per share) Particulars fiscal fiscal fiscal

2011 2010 2009 Net sales 560,474 638,521 527,841

Profit after tax 53,780 73,495 -42,174

Equity Share Capital 90,873l 90,873 90,873

Reserves (excluding revaluation reserve) 418,758 404,708 355,099

Earning per share (basic) 46.22 62.96 36.12

Earning per share (diluted) 42.83 58.38 N/A

158

Net asset value per share 456.12 455.55 416.56 Financial Information (Consolidated) The consolidated financial information of AGCL in the last 3 fiscals is set out below:

(in JPY million except earning per share and net asset value per share) Particulars Fiscal Fiscal Fiscal

2011 2010 2009 Net sales 1,214,672 1,288,947 1,148,198

Profit after tax 95,290 123,184 19,985

Equity Share Capital 90,873 90,873 90,873


Earning per share (basic) 81.90 105.52 17.12

Earning per share (diluted) 75.88 97.84 17.04 Net asset value 698.51 692.59 646.53

The equity shares of AGCL are listed on the Tokyo Stock Exchange and Osaka Stock Exchange. Monthly high and low price of the equity shares of AGCL as on January 31, 2013, for the six months preceding the date of this Draft Letter of Offer are:

Month Tokyo Stock Exchange Osaka Stock Exchange High (JPY) Low (JPY) High (JPY) Low (JPY)

January, 2013 645 572 602 593

December, 2012 656 611 640 640

November, 2012 638 536 N.A. N.A. October, 2012 579 500 531 531 September, 2012 536 462 N.A. N.A. August, 2012 527 437 505 505 July, 2012 544 415 N.A. N.A.

(Source: Yahoo Finance)

The closing share price of AGCL as on January 31, 2013 was JPY 606 on the Tokyo Stock Exchange. The market capitalization of AGCL as of January 31, 2013 on the Tokyo Stock Exchange was JPY 719,144 million. Undertaking The Company undertakes that the details of PAN, bank account number and the address of the registrar of AGCL will be submitted to the Stock Exchanges at the time of filing this Draft Letter of Offer with the Stock Exchanges.

D. Maruti Suzuki India Limited (“MSIL”)

MSIL was incorporated on February 24, 1981 under the Companies Act, 1956. The registered office of MSIL is located at Plot no. 1, Nelson Mandela Road, Vasant Kunj, New Delhi - 110070. MSIL was incorporated to inter alia carry on the business of manufacturing, dealing in and selling automobiles and other components, parts and accessories thereto. The current paid-up equity share capital of MSIL is ̀ 14,44,550,300 divided into 28,89,10,060 equity shares of ` 5 each. As on the date of this Draft Letter of Offer, MSIL holds 1,77,60,000 Equity Shares aggregating to 11.11 % of the pre-Issue share capital of our Company.

159

MSIL has been granted PAN No. AAACM0829Q by Income Tax Department, Government of India. The equity shares of MSIL are listed on NSE and BSE.

Promoters The promoters and persons in control of MSIL is Suzuki Motor Corporation Limited. There has been no change in the persons in control of MSIL, in the last 3 years preceding the date of this Draft letter of Offer. Shareholding pattern The shareholding pattern of MSIL as on date of this Draft Letter of Offer is set out below:

CATEGORY CODE

CATEGORY OF SHAREHOLDER

NUMBER OF

SHAREHOLDER

TOTAL NUMBER SHARES

NUMBER OF

SHARES HELD IN

DEMATERIALIZED

FORM

TOTAL SHAREHOLDING

AS A PERCENTAGE OF TOTAL NUMBER

OF SHARES

SHARES PLEDGED OR OTHERWISE

ENCUMBERED

AS A PERCENTAGE

OF (A+B) 1

AS A PERCENTAGE

OF (A+B+C)

NUMBER OF SHARE

S (VIII)

AS A PERCEN

TAGE (IX)=(VIII)/(IV)*1

00 (I) (II) (III) (IV) (V) (VI) (VII)

(A) PROMOTER AND PROMOTER GROUP 2

(1) INDIAN (a) Individuals /Hindu

Undividend Family 0 0 0 0.00 0.00 0 0.00

(b) Central Government/State Government(s)

0 0 0 0.00 0.00 0 0.00

(c) Bodies Corporate 0 0 0 0.00 0.00 0 0.00 (d) Financial Institutions /

Banks 0 0 0 0.00 0.00 0 0.00

(e) Any Others 0 0 0 0.00 0.00 0 0.00 Sub-Total (A) (1)

: 0 0 0 0.00 0.00 0 0.00

(2) FOREIGN (a) Individuals

(NRIs/Foreign Individuals)

0 0 0 0.00 0.00 0 0.00

(b) Bodies Corporate 1 156618440 156618440 54.21 54.21 0 0.00 (c) Institutions 0 0 0 0.00 0.00 0 0.00 (d) Qualified Foreign

Investor 0 0 0 0.00 0.00 0 0.00

(d) Any Others 0 0 0 0.00 0.00 0 0.00 Sub-Total (A)(2) : 1 156618440 156618440 54.21 54.21 0 0.00 Total Share Holding of

Promoter and Promoter Group

1 156618440 156618440 54.21 54.21 0 0.00

(B) PUBLIC SHAREHOLDING 3

NA NA

(1) INSTITUTIONS NA NA (a) Mutual Funds /UTI 200 10751240 10751240 3.72 3.72 (b) Financial Institutions 56 30704155 30704155 10.63 10.63

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CATEGORY CODE

CATEGORY OF SHAREHOLDER

NUMBER OF

SHAREHOLDER

TOTAL NUMBER SHARES

NUMBER OF

SHARES HELD IN

DEMATERIALIZED

FORM

TOTAL SHAREHOLDING

AS A PERCENTAGE OF TOTAL NUMBER

OF SHARES

SHARES PLEDGED OR OTHERWISE

ENCUMBERED

AS A PERCENTAGE

OF (A+B) 1

AS A PERCENTAGE

OF (A+B+C)

NUMBER OF SHARE

S (VIII)

AS A PERCEN

TAGE (IX)=(VIII)/(IV)*1

00 (I) (II) (III) (IV) (V) (VI) (VII)

/Banks (c) Central Government /

State Government(s) 0 0 0 0.00 0.00

(d) Venture Capital Funds 0 0 0 0.00 0.00 (e) Insurance Companies 0 0 0 0.00 0.00 (f) Foreign Institutional

Investors 486 66838194 66838194 23.13 23.13

(g) Foreign Venture Capital Investors

0 0 0 0.00 0.00

(h) Qualified Foreign Investor

0 0 0 0.00 0.00

(i) Any Others 0 0 0 0.00 0.00 Sub-Total (B)(1) : 742 108293589 108293589 37.48 37.48 (2) NON-INSTITUTIONS NA NA (a) Bodies Corporate 1465 16975715 16975715 5.88 5.88 (b) Individuals (i) Individual

shareholders holding nominal share capital up to ̀ 1 lakh

113124 6151901 6147164 2.13 2.13

(ii) Individual shareholders holding nominal share capital in excess of ̀1 lakh

2 81000 81000 0.03 0.03

(c) Any Others Clearing Members 264 229346 229346 0.08 0.08 Non Resident Indians 2251 228358 228358 0.08 0.08 Trusts 26 331561 331561 0.11 0.11 Foreign Nationals 1 150 150 0.00 0.00 OCB 0 0 0 0.00 0.00 (d) Qualified Foreign

Investor 0 0 0 0.00 0.00

Sub-Total (B)(2) : 117133 23998031 23993294 8.31 8.31 Total Public Share

Holding (B)= (B)(1)+(B)(2) :

117875 132291620 132286883 45.79 45.79 NA NA

Total (A)+(B) : 117876 288910060 288905323 100.00 100.00 Shares held by

custodian and against which Depository Receipts have been issued

Promoter and Promoter group

0 0 0 0.00 0.00

Public 0 0 0 0.00 0.00 GRAND TOTAL

(A)+(B)+(C) : 117876 288910060 288905323 100.00 100.00 0 0.00

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Board of directors As on the date of this Draft Letter of Offer, the board of directors of MSIL comprises of the following:

S.No Name

Designation

1. R. C. Bhargava Chairman and Non-executive Director 2. Shinzo Nakanishi Managing Director and Chief Executive Officer 3. Tsuneo Ohashi Director and MEO (Production) 4. Keiich Asai Director and MEO (Engineering) 5. Kazuhiko Ayabe Director and MEO (Supply Chain) 6. Osamu Suzuki Non-executive Director 7. Kenichi Ayukawa Non-executive Director 8. Kinji Saito Non-executive Director 9. Amal Ganguli Independent Director 10. D. S. Brar Independent Director 11. Pallavi Shroff Independent Director 12. R.P. Singh Independent Director

Financial performance Financial results of MSIL for the last 3 Fiscal Years are set out below:

(in ̀ crores, except per share data) Particulars Fiscal Fiscal Fiscal

2012 2011 2010 Total Income 36,413.90 37,127.20 30,123.20

Net sales 34,705.90 35,849.00 28,958.50

Profit/Loss after tax 1,635.20 2,288.60 2,497.60

Equity Share Capital 144.50 144.50 144.50

Reserves (excluding revaluation reserve) 15,043.00 13,723.00 11,691.00 Earning per share (basic) (value in `) 56.60 79.22 86.45

Earning per share (diluted) (value in `) 56.60 79.22 86.45 Net asset value (value in `) 253.06 189.82 173.94

Financial Information (Consolidated) The consolidated financial information of MSIL in the last 3 Fiscal Years is set out below:

(in ` crores, except per share data) Particulars Fiscal Fiscal Fiscal

2012 2011 2010 Total Income 36,943.20 37,670.30 30,625.90

Net sales 35,197.20 36,333 29,302.80

Profit after tax 1,681.00 2,382.40 2,624.70


Reserves (excluding revaluation reserve) 15,530 14,164.30 12,038.10

Earning per share (basic) (value in `) 58.19 82.46 90.85

Earning per share (diluted) (value in `) 58.19 82.46 90.85 Net asset value (value in `) 260.78 194.74 178.99

The equity shares of MSIL are listed on the BSE and the NSE.

Monthly high and low price of the equity shares of MSIL on BSE and NSE, for the 6 months preceding the date of this Draft Letter of Offer are:

162

Month BSE NSE

High (`) Low (`) High (`) Low (`) January, 2013 1,634.00 1,482.35 1,633.90 1,482.30 December, 2012 1,537.00 1,448.95 1,539.90 1,451.00 November 2012 1514.95 1434.50 1514.50 1434.20 October 2012 1443.75 1335.00 1443.80 1261.20 September 2012 1368.70 1128.05 1370.00 1130.20 August 2012 1206.00 1109.20 1206.00 1108.95 July 2012 1249.70 1075.00 1250.00 1074.30

(Source: www.bseindia.com and www.nseindia.com)

MSIL’s capital structure was not altered in any manner in the said period. The closing share price of MSIL as on January 31, 2013 was ` 1,582.65 and ̀ 1,581.60 on BSE and NSE respectively. The market capitalization of MSIL as of January 31, 2013 on BSE and NSE was ` 45,724.35 crores and ` 45,694.01 crores respectively. Undertaking

We undertake that the details of the PAN, bank account number, company registration number and the address of the registrar of companies pertaining to MSIL will be submitted to the Stock Exchanges at the time of filing this Draft Letter of Offer with the Stock Exchanges.

Disassociation by the Promoters in the last three years Except as stated herein below, there are no other ventures/ companies/ firms from which our Promoters have disassociated during 3 years preceding the date of filing of this Draft Letter of Offer.

Sr. No.

Name of Promoter

Name of Company Reason and terms of Disassociation

1. B.M. Labroo Clement Stock Trading and Investments company Private Limited (“Clement”)

Clement has been stricken off by the Registrar of Companies under the Easy Exit Scheme of 2011 of the Ministry of Corporate Affairs, Government of India.

Flavors & Food (India) Private Limited (“Flavors & Food”)

Flavors & Food has been stricken off by the Registrar of Companies.

2. Sanjay Labroo Flavors & Food Flavors & Food has been stricken off by the Registrar of Companies.

3. MSIL

Citicorp Maruti Finance Limited (“Citicorp ”) Discontinuation of auto financing business by Citicorp; and unfavourable market conditions and lack of business prospects.

Maruti Countrywide Auto Financial Services Private Limited (“Maruti Countrywide ”)

Auto financing business carried on by Maruti Countrywide no more required by MSIL and huge accumulated losses.

Interests in our Company The Promoters are interested parties to the extent of their shareholding in the Company and in any dividend and distributions which may be made by the Company in future and to the extent of the related party transactions such as payment of royalty, sale of material to our Company, etc., disclosed in the section titled “Financial Information” beginning on page 195 of this Draft Letter of Offer.

163

Furthermore, our Promoters do not have any interest in property acquired by our Company within 2 years preceding the date of this Draft Letter of Offer or proposed to be acquired by our Company. Payment of benefits to our Promoter during the last two years Except as stated in the sections titled “Financial Statements” and “Our Management-Interests of directors” on pages 216 and 149 respectively, there has been no payment of benefits to our Promoters namely Mr. B.M. Labroo, Mr. Sanjay Labroo and AGCL, during the last 2 years preceding the date of filing of this Draft Letter of Offer. Except as stated below, there has been no payment of benefit to our Promoter namely MSIL during the last 2 years preceding the date of filing of this Draft Letter of Offer:

(amount in ̀ crores) Particulars As on/for the period

Ended Sep 30, 2012 FY 2011-12

Advance Taken (Including Interest accrued) 5.44 30.34 Debtors 19.59 14.70 Cash discount 1.32 1.75 Sale of Goods 152.16 291.01 Interest paid 1.45 1.29

Additionally, except for the business purchase agreement dated May 22, 2008 entered between our Company and MSIL in connection with supply of automotive glass by our Company, MSIL is not directly or indirectly interested in any contract, agreement or arrangement entered into by the Company and no payments have been made in respect of these contracts, agreements or arrangements, or are proposed to be made. Relationship of Promoters with each other and with the Directors / Key Management Personnel Expect Mr. B. M. Labroo and Mr. Sanjay Labroo, none of our Promoters are related to each other. Further, none of our Key Management Personnel are related to our Promoters. Confirmations by the Promoters Our Promoters confirm that they have not been detained as a wilful defaulter by the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past or are pending against them. Our Promoters also confirm that they are not a sick company within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1995, as amended, nor are under winding up. Further, it is confirmed that the Promoters have not remained defunct and no application has been made to the Registrar of Companies for striking off the name in the last 5 years.

Additionally, none of our Promoters have been restrained from accessing the capital markets for any reasons by the SEBI or any other authorities. Related Party Transactions For details of related party transactions, please see the section titled “Financial Information” on page 195 of this Draft Letter of Offer.

Promoter Group The persons and entities constituting our Promoter Group pursuant to Regulation 2(1)(zb) of the SEBI ICDR Regulations are as follows: 1. Individuals : Mr. Ajay Labroo, Ms. Aneesha Labroo, Ms. Kanta Labroo, Mr. Keshub Mahindra, Ms. Leena

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S Labroo, Ms. Nisheeta Labroo, Ms. Sudha K. Mahindra, Ms. Uma R Malhotra, Ms. Yuthica Keshub Mahindra, Ms. Tanya Kumar, Mr. Samir Kumar, Mr. Anil Monga, Mr. Ashok Kanhayalal Monga, Ms. Chand Rani Monga, Mr. K. L. Monga, Mr. Kapoor Chand Gupta, Ms. M. Lakshmi, M. N. Chaitanya, Mr. Praveen Kumar Tiku, Ms. Krishna C. Tiku, Mr. Sundip Kumar, Mr. Sanjaya Kumar, Mr. Satya Nand, Ms. Sunita Monga, Mr. V. D. Nanda Kumar, Dr. Manjula Milind Pishawikar, Ms. Malathi Raghunand, Mr. Tarun R. Tahiliani, Mr. Pyare Lal Safaya, Mr. Abhinav Agarwal, Mr. Bharat Roy Kapoor, Mr. Dinesh Kumar Aggarwal, Mr. Paras Ram Agarwal, Mr. Pradeep Beniwal, Ms. Riva Agarwal, Ms. Sabina Agarwal, Ms. Sushma Agarwal, Mr. Shashi Palamand, Mr. Suryanarayana Rao Palamand, Mr. Daryao Singh, Mr. Ashok Kapur, Mr. Rajeev Khanna and Mr. Bhupinder Singh Kanwar,

2. Entities: The companies and entities forming a part of our Promoter Group are as follows:

(i) Suzuki Motor Corporation; (ii) Maruti Insurance Agency Logistics Limited; (iii) Maruti Insurance

Agency Services Limited; (iv) Maruti Insurance Agency Solutions Limited; (v) Maruti Insurance Broking Private Limited; (vi) Maruti Insurance Distribution Services Limited; (vii) Maruti Insurance Business Agency Limited; (viii) True Value Solutions Limited; (ix) Jay Bharat Maruti Limited; (x) Visteon Climate Systems India Limited; (xi) Krishna Maruti Limited; (xii) FMI Automotive Components Limited; (xiii) Manesar Steel Processing (India) Private Limited; (xiv) Machino Plastics Limited; (xv) Suzuki Powertrain India Limited; (xvi) Bellsonica Auto Component India Private Limited;(xvii) Maruti Insurance Agency Network Limited; (xviii) Caparo Maruti Limited; (xix) SKH Metals Limited; (xx) Mark Exhaust Systems Limited; (xxi) Denso India Limited; (xxii) Magneti Marelli Powertrain India Private Limited; (xxiii) Krishna Ishizaki Auto Limited; (xxiv) Maruti Insurance Broker Limited; (xxv) Inergy Automotive Systems Manufacturing India Private Limited;(xxvi) Bharat Seats Limited;(xxvii) J.J. Impex (Delhi) Private Limited; (xxviii) Nippon Thermostat (India) Limited; (xxix) Allied Fincap Services Private Limited; (xxx) Nishi Electronics Private Limited; (xxxi) Samir Paging Systems Limited; (xxxii) Maltex Malsters Limited; (xxxiii) Essel Marketing Private Limited; (xxxiv) LAN Estates Private Limited; and (xxxv) R.S. Estates Private Limited

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GROUP ENTITIES

As on date of this Draft Letter of Offer set out below are the Group Entities of our Company within the meaning of Group Entities under the SEBI ICDR Regulations:

S. No Name of Promoter

Group Company/Firms

1. Asahi Glass Co. Limited, Japan 1. PT ASAHIMAS FLAT GLASS Tbk; 2. AGC Display Glass Taiwan Co. Ltd.; 3. Asahi Glass Fine Techno Korea Co., Ltd.; 4. AGC Glass Europe S.A.; and 5. Ise Chemical Corporation. (collectively referred to as the “Foreign Group Entities”.) 6. Shield Autoglass Limited.

2. Mr. B.M. Labroo and Mr. Sanjay Labroo

1. Allied Fincap Services Private Limited; 2. Nishi Electronics Private Limited; 3. Samir Paging Systems Limited; 4. Maltex Malsters Limited; 5. Essel Marketing Private Limited; and 6. LAN Estates Private Limited.

3. Mr. Sanjay Labroo R. S. Estates Private Limited 4. Maruti Suzuki India Limited 1. Maruti Insurance Agency Logistics Limited;

2. Maruti Insurance Agency Services Limited; 3. Maruti Insurance Agency Solutions Limited; 4. Maruti Insurance Broking Private Limited; 5. Maruti Insurance Distribution Services Limited; 6. Maruti Insurance Business Agency Limited; 7. True Value Solutions Limited; 8. Jay Bharat Maruti Limited; 9. Visteon Climate Systems India Limited; 10. Krishna Maruti Limited; 11. FMI Automotive Components Limited; 12. Manesar Steel Processing (India) Private Limited; 13. Machino Plastics Limited; 14. Suzuki Powertrain India Limited; 15. Bellsonica Auto Component India Private Limited; 16. Maruti Insurance Agency Network Limited; 17. Caparo Maruti Limited; 18. SKH Metals Limited; 19. Mark Exhaust Systems Limited; 20. Denso India Limited; 21. Sona Koyo Steering Systems Limited; 22. Magneti Marelli Powertrain India Private Limited; 23. Krishna Ishizaki Auto Limited; 24. Maruti Insurance Broker Limited; 25. Inergy Automotive Systems Manufacturing India Private Limited; 26. Bharat Seats Limited; 27. J.J. Impex (Delhi) Private Limited; and 28. Nippon Thermostat (India) Limited,

(individually referred to as a “MSIL Group Entity ” and collectively referred to as the “MSIL Group Entities ”.)

A. Foreign Group Entities:

1. PT ASAHIMAS FLAT GLASS Tbk, Indonesia (“AMG”)

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AMG was incorporated as a limited liability company under the Notary Deed No.4, dated October 7, 1971 and Notary Deed No.9, dated January 6, 1972, and was ratified by the Minister of Justice of the Republic of Indonesia by virtue of Decree No.J.A.5/5/19 on January 17, 1972 and its Supplement No. 83/1972. The registered office of AMG is located at Jl. Ancol IX/5, Ancol Barat, Jakarta Utara 14430, Indonesia. AMG was incorporated to carry on the business of, inter alia, flat glass including mirror glass and safety glass including automotive glass. The current equity capital of AMG is Indonesian Rupiah (“IDR ”) 217,000,000,000 divided into 434,000,000 shares.


The shareholding pattern of AMG as on December 31, 2011 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding

(in %) 1. AGCL 190,359,000 43.86

2. PT Rodamas 177,126,500 40.81

3. Cooperative 1,606,000 0.37

4. Public 64,908,500 14.96

TOTAL 434,000,000 100


Financial results of AMG for the last 3 fiscal years are set out below:

(in IDR Million, except per share data) Particulars fiscal fiscal fiscal

2011 2010 2009 Net sales 2,596,271 2,426,138 1,912,996

Profit after tax 336,995 330,973 67,293


Reserves (excluding revaluation reserve) 1,928,200 1,625,925 1,312,312

Earning per share 776 763 155 Net asset value (per share) 4,943 4,246 3,524

Details of listing and highest and lowest market price during the preceding six months

Monthly high and low price of the equity shares of AMG at the Indonesia Stock Exchange for the 6 months preceding the date of this Draft Letter of Offer are:

Month The Indonesia Stock Exchange

High (IDR) Low (IDR) January, 2013 8,650 7,500 December, 2012 8,450 8,000 November, 2012 8,250 7,200 October, 2012 7,800 6,750 September, 2012 7,300 6,300 August, 2012 6,300 5,700

(Source: Yahoo Finance)

AMG’s capital structure was not altered in any manner in the said period.

2. Ise Chemical Corporation, Japan (“ISE”)

ISE was incorporated as a “Kabushikikaisha” on March 6, 1927 under the Companies Act of Japan. The registered office of ISE is located at 1-3-1, Kyobashi, Chuo-ku, Tokyo, Japan. ISE was incorporated to inter alia, carry on the business of producing iodine, natural gas, and metallic compounds including manufacturing

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products for each of the area written above, and promoting recycling activities as well. The current equity capital of ISE is JPY 3,599,000,000 comprising of 25, 42,8000 shares.


The shareholding pattern of ISE as on June 30, 2012 is set out below:

S. No.

Name of the Shareholder No. of shares Percentage of shareholding (in %)

1. AGCL 13,460,000 52.42

2. Bodies Corporate 3,982,000 16.17

3. Financial Institutions/Banks 557,000 2.19

4. Individuals and others 7,249,000 29.22

Total 25,428,000 100


Financial results of ISE for the last 3 fiscal years are set out below:

(in JPY Million, except per share data) Particulars fiscal fiscal fiscal

2011 2010 2009 Net sales 13,935 14,954 13,751

Profit after tax 826 1,109 142



Earning per share 32.34 43.43 5.59 Net asset value 692.42 675.79 652.99


Monthly high and low price of the equity shares of ISE on the Tokyo Stock Exchange for the 6 months preceding the date of this Draft Letter of Offer are:

Month Tokyo Stock Exchange

High (JPY) Low (JPY) January, 2013 549 500 December, 2012 529 506 November, 2012 518 489 October, 2012 531 429 September, 2012 437 412 August, 2012 439 408 (Source: Yahoo Finance)

ISE’s capital structure was not altered in any manner in the said period.

3. AGC Display Glass Taiwan Co. Ltd (“ADT”)

ADT was incorporated as a limited liability company on July 22, 2000 under the Companies Act of Taiwan. The registered office of ADT is located at No.8, Kegung 7th road, Douliu city, Yunlin hsien, 640 Taiwan. ADT was incorporated to carry on the business of, inter alia, manufacturing and distributing glass substrates for TFT-LCDs (thin film transistors liquid colour displays). The current equity capital of ADT is New Taiwan Dollar (“NTD”) 3,120,000,000 divided into 312,000,000 shares.


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The shareholding pattern of ADT as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. AGC Singapore Services Pte. Ltd. 312,000,000 100 Grand total 312,000,000 100


Financial results of ADT for the last 3 fiscal years are set out below:

(in NTD Million, except per share data)

Particulars fiscal fiscal fiscal 2011 2010 2009

Net sales 65,751 71,521 59,384

Profit after tax N.A. N.A. N.A.


Reserves (excluding revaluation reserve) N.A. N.A. N.A.

Earning per share (basic) N.A. N.A. N.A.

Earning per share (diluted) N.A. N.A. N.A. Net asset value N.A. N.A. N.A.

4. Asahi Glass Fine Techno Korea Co., Ltd., Korea (“AFK”)

AFK was incorporated as a limited liability company on June 17, 2004 under the Companies Act of Korea. The registered office of AFK is located at 5 Block, Gumi 4th National Industrial Complex, Sandong-Myeon, Bonsan-Ri, Gumi-City, Kyung-Buk, Korea. AFK was incorporated to carry on the business of, inter alia, glass substrates for TFT-LCDs. The current equity capital of AFK is Korean Won (“KRW ”) 227,000,000,000 divided into 45,400,000 shares.


The shareholding pattern of AFK as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. AGCL 30,418,000 67 2. Hankuk Electric Glass Co.,Ltd. 14,982,000 33 Grand total 45,400,000 100


Financial results of AFK for the last 3 fiscal years are set out below:

(in KRW Billion, except per share data)

Particulars fiscal fiscal fiscal 2011 2010 2009

Net sales 1,548 1,456 1,144

Profit after tax 144 117 198

Equity Share Capital 227 87 87

Reserves (excluding revaluation reserve) 389 246 129

Earning per share (basic) 3,561 6,718 11,382

Earning per share (diluted) 3,561 6,718 11,382 Net asset value per share 15,268 19,131 12,420

5. AGC Glass Europe S.A., Belgium (“AGEU”)

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AGEU was incorporated as a “Societe Anonyme” under the laws of Belgium in 1961. The registered office of AGEU is located at 166 Chaussée de la Hulpe 1170 Brussels, Belgium. AGEU was incorporated to carry on the business of, inter alia, flat glass for the construction industry (external glazing and indoor decorative glass), the automotive industry, solar applications and certain specialized industries (glazing for railway and subway cars and ships, glass for domestic appliances, and various high-tech applications). The current equity capital of AGEU is Euro 346,339,000 comprising of 7,085,987 shares.


The shareholding pattern of AGEU as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %)

1. AGCL 7,085,987 100 TOTAL 7,085,987 100


Financial results of AGEU for the last 3 fiscal years are set out below:

(in Euro millions except per share data) Particulars fiscal fiscal fiscal

2011 2010 2009 Net sales 606 576 545 Profit after tax 22 44 (23) Equity Share Capital 199 199 199 Reserves and Surplus (excluding revaluation reserve) 323 301 258 Earning per share 3.10 6.15 (3.21) Net asset value 97 94 88

(The above financial results are on a standalone basis) B. Indian Companies 1. The details of the top 5 Indian Group Entities, i.e., the listed Group Entities are set out below:

i. Machino Plastics Limited (“MPL”) MPL was incorporated as a public limited company on April 2, 1986 under the Companies Act and received its certificate for commencement of business on April 29, 1986. The registered office of MPL is located at Plot No. 3, Maruti Joint Venture Complex, Delhi-Gurgaon Road, Gurgaon - 122015. MPL was incorporated to carry on the business of, inter alia, manufacturing automobile plastic components. The current paid-up equity share capital of MPL is ̀ 6,13,68,000 divided into 61,36,800 equity shares of ` 10 each.


The shareholding pattern of MPL as on December 31, 2012 is set out below:

Category

code Category of shareholder Number of Equity

Shares Percentage

(A) Shareholding of Promoter and Promoter Group (1) Indian (a) Individuals/Hindu Undivided Family 9,44,692 15.39 (b) Central Government/State Government(s) - - (c) Bodies Corporate 26,56,614 43.29 (d) Financial Institutions/Banks - - (e) Any Other (Trust) - - Sub-Total (A)(1) 36,01,306 58.68

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Category code

Category of shareholder Number of Equity Shares

Percentage

(2) Foreign (a) Individuals (Non-Resident Individuals/Foreign Individuals) - - (b) Bodies Corporate 9,41,700 15.35 (c) Institutions - - (d) Any Other (specify) - - Sub-Total (A)(2) 9,41,700 15.35 Total Shareholding of Promoter and Promoter Group (A)

= (A)(1)+(A)(2) 45,43,006 74.03

(B) Public shareholding (1) Institutions (a) Mutual Funds/UTI 1,500 0.02 (b) Financial Institutions/Banks - - (c) Central Government/State Government(s) - - (d) Venture Capital Funds - - (e) Insurance Companies - - (f) Foreign Institutional Investors - - (g) Foreign Venture Capital Investors - - (h) Any Other (specify) - - Sub-total (B)(1) 1,500 0.02 (2) Non-Institutions (a) Bodies Corporate 83,571 1.26 (b) Individuals-

(i) Individual shareholders holding nominal share capital up to ̀ 1 lakh.

9,39,359 15.49

(ii) Individual shareholders holding nominal share capital in excess of ̀ 1 lakh

5,60,723 9.05

(c) Others (Qualified Foreign Investor) - - Trusts - - Directors and their relatives - - Overseas Corporate Bodies - - Non-resident Indians 8,641 0.14 (d) Clearing Members - - Sub-Total (B)(2) 15,92,294 25.95 Total Public Shareholding (B) = (B)(1)+(B)(2) 15,93,794 25.97 Total (A)+(B) 61,36,800 100.00 (C) Shares held by custodians against which depository

receipts have been issued - -

Grand total (A)+(B)+(C) 61,36,800 100.00


Financial results of MPL for the last 3 Fiscal Years are set out below:

(in Rs crores, except per share data) Particulars Fiscal Fiscal Fiscal

2012 2011 2010 Net sales 152.35 159.06 123.44

Profit/(Loss) after tax (10.01) 8.24 7.13


Reserves and surplus (excluding revaluation reserve)* 53.58 54.58 48.13

Earning per share (value in `) (Basic) (1.63) 13.42 11.63

Earning per share (value in ` (Diluted) (1.63) 13.42 11.63 Net asset value (value in `) 97.31 98.94 88.43 Rate of dividend paid - 25% 25%

* excludes debit balance in the profit and loss account

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Monthly high and low price of the equity shares of MPL at the BSE for the 6 months preceding the date of this Draft Letter of Offer are:

Month BSE

High (` ` ` ` Low (` ` ` ` January, 2013 40.60 34.90 December, 2012 40.00 36.05 November, 2012 40.40 37.00 October, 2012 43.00 38.50 September, 2012 42.50 36.35 August, 2012 46.00 38.40

(Source: www.bseindia.com)

MPL’s capital structure was not altered in any manner in the said period.

ii. Denso India Limited (“DIL”)

DIL was incorporated as a public limited company on November 22, 1984 under the Companies Act and received its certificate for commencement of business on January 10, 1985. The registered office of DIL is located at B-1/D-4, Ground Floor, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi - 110044. DIL was incorporated to carry on the business of, inter alia manufacturing automobile components. The current paid-up equity share capital of DIL is ` 27,87,96,440 divided into 2,78,79,644 equity shares of ̀ 10 each.


The shareholding pattern of DIL as on December 31, 2012 is set out below:

Category

code Category of shareholder

Number of Equity Shares

Percentage

(A) Shareholding of Promoter and Promoter Group (1) Indian (a) Individuals/Hindu Undivided Family - - (b) Central Government/State Government(s) - - (c) Bodies Corporate 28,62,758 10.27 (d) Financial Institutions/Banks - - (e) Any Other (Trust) - - Sub-Total (A)(1) 28,62,758 10.27 (2) Foreign (a) Individuals (Non-Resident Individuals/Foreign Individuals) 1,76,18,867 63.20 (b) Bodies Corporate - - (c) Institutions - - (d) Any Other (specify) - - Sub-Total (A)(2) 1,76,18,867 63.20 Total Shareholding of Promoter and Promoter Group (A)

= (A)(1)+(A)(2) 2,04,81,625 73.46

(B) Public shareholding (1) Institutions (a) Mutual Funds/UTI 4,500 0.02 (b) Financial Institutions/Banks 46,064 0.17 (c) Central Government/State Government(s) - - (d) Venture Capital Funds - - (e) Insurance Companies - - (f) Foreign Institutional Investors 19,74,263 7.08 (g) Foreign Venture Capital Investors - - (h) Any Other (specify) - - Sub-total (B)(1) 20,24,827 7.26

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Category code

Category of shareholder Number of Equity

Shares Percentage

(2) Non-Institutions (a) Bodies Corporate 9,53,114 3.42 (b) Individuals-


27,44,010 9.84


12,41,959 4.46

(c) Others Trusts 6,371 0.02 Directors and their relatives - - Overseas Corporate Bodies - - Non-resident Indians 1,27,797 0.46 (d) Clearing Members 2,99,941 1.08 Sub-Total (B)(2) 53,73,192 19.27 Total Public Shareholding (B) = (B)(1)+(B)(2) 73,98,019 26.54 Total (A)+(B) 2,78,79,644 100 (C) Shares held by custodians against which depository


Grand total (A)+(B)+(C) 2,78,79,644 100


Financial results of DIL for the last 3 Fiscal Years are set out below:


2012 2011 2010 Net sales 1036.20 927.40 736.32

Profit/(Loss) after tax (72.20) 2.03 18.89



Earning per share (value in `) (Basic) (25.89) 0.71 6.77

Earning per share (value in ` (Diluted) (25.89) 0.71 6.77 Net asset value (value in `) - - - Rate of dividend paid - - 20%

* excludes debit balance in the profit and loss account Details of listing and highest and lowest market price during the preceding six months

Monthly high and low price of the equity shares of DIL at the BSE for the 6 months preceding the date of this Draft Letter of Offer are:

Month BSE

High ( `̀̀̀) Low (`̀̀̀) January, 2013 46.95 40.10 December, 2012 49.80 41.60 November, 2012 48.45 42.05 October, 2012 50.50 45.55 September, 2012 48.25 44.00 August, 2012 49.30 44.10 (Source: www.bseindia.com)

DIL’s capital structure was not altered in any manner in the said period.

iii. Sona Koyo Steering Systems Limited (“SKSL”)

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SKSL was incorporated as a public limited company on June 14, 1984 under the Companies Act and received its certificate for commencement of business on September 20, 1985. The registered office of SKSL is located at UGF-6, Indraprakash, 21, Barakhamba Road, New Delhi - 110001. SKSL was incorporated to carry on the business of, inter alia manufacturing steering systems, propeller shafts, axle assemblies and other automobile components. The current paid-up equity share capital of SKSL is ̀ 19,87,41,832 divided into 19,87,41,832 equity shares of ` 1 each.


The shareholding pattern of SKSL as on December 31, 2012 is set out below:

Category



Percentage

(A) Shareholding of Promoter and Promoter Group (1) Indian (a) Individuals/Hindu Undivided Family 9,48,760 0.48 (b) Central Government/State Government(s) - - (c) Bodies Corporate 6,37,48,304 32.08 (d) Financial Institutions/Banks - - (e) Any Other (Trust) - - Sub-Total (A)(1) 6,46,97,064 32.55 (2) Foreign (a) Individuals (Non-Resident Individuals/Foreign Individuals) - - (b) Bodies Corporate 3,99,47,108 20.10 (c) Institutions - - (d) Any Other (specify) - - Sub-Total (A)(2) 3,99,47,108 20.10 Total Shareholding of Promoter and Promoter Group (A)

= (A)(1)+(A)(2) 10,46,44,172 52.65

(B) Public shareholding (1) Institutions (a) Mutual Funds/UTI 10,08,000 0.51 (b) Financial Institutions/Banks 1,300 0.00 (c) Central Government/State Government(s) - - (d) Venture Capital Funds - - (e) Insurance Companies 12,00,000 0.60 (f) Foreign Institutional Investors 1,93,000 0.10 (g) Foreign Venture Capital Investors - - (h) Any Other (specify) - - Sub-total (B)(1) 24,02,300 1.20 (2) Non-Institutions (a) Bodies Corporate 1,92,09,061 9.67 (b) Individuals-

(i) Individual shareholders holding nominal share capital up to ` 1 lakh.

4,86,03,410 24.46


1,56,19,415 7.86

(c) Others Trusts 2,500 0.00 Hindu undivided families 26,32,747 1.32 Clearing Members 1,27,444 0.06 Any Other 55,00,783 2.77 Sub-Total (B)(2) 9,16,95,360 46.14 Total Public Shareholding (B) = (B)(1)+(B)(2) 9,40,97,660 47.34 Total (A)+(B) 19,87,41,832 100 (C) Shares held by custodians against which depository


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Category code


Shares Percentage

Grand total (A)+(B)+(C) 19,87,41,832 100


Financial results of SKSL for the last 3 Fiscal Years are set out below:


2012 2011 2010 Net sales 11405.30 10347.67 8502.99

Profit/(Loss) after tax 388.37 374.11 216.45



Earning per share (value in `) (Basic) 1.95 1.88 1.09

Earning per share (value in ` (Diluted) 1.95 1.88 1.09 Net asset value (value in `) 11.45 10.25 9.13 Rate of dividend paid 65% 65% 30%


Monthly high and low price of the equity shares of SKSL at the BSE and the NSE for the 6 months preceding the date of this Draft Letter of Offer are:

Month BSE NSE

High ( `̀̀̀) Low ( `̀̀̀) High ( `̀̀̀) Low (`̀̀̀) January, 2013 13.70 12.11 13.65 12.05 December, 2012 13.71 12.45 13.75 12.65 November, 2012 14.30 12.00 14.50 12.15 October, 2012 14.15 12.50 14.10. 12.50 September, 2012 13.90 12.15 13.95 12.00 August, 2012 14.33 11.80 14.30 11.80

(Source: Websites of BSE and NSE)

SKSL’s capital structure was not altered in any manner in the said period.

iv. Jay Bharat Maruti Limited (“JBML”) JBML was incorporated as a public limited company on March 19, 1987 under the Companies Act and received its certificate for commencement of business on April 1, 1987. The registered office of JBML is located at 601, Hemkunt Chambers, 89, Nehru Place, New Delhi - 110019. JBML was incorporated to carry on the business of, inter alia manufacturing sheet metal components, assemblies and sub-assemblies. The current paid-up equity share capital of SKSL is ` 108,250,000 divided into 21,650,000 equity shares of ` 5 each.


The shareholding pattern of JBML as on December 31, 2012 is set out below:

Category



Percentage

(A) Shareholding of Promoter and Promoter Group (1) Indian (a) Individuals/Hindu Undivided Family 31,63,850 14.61

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Category code


Shares Percentage

(b) Central Government/State Government(s) - - (c) Bodies Corporate 95,16,350 43.96 (d) Financial Institutions/Banks - - (e) Any Other (Trust) - - Sub-Total (A)(1) 1,26,80,200 58.57 (2) Foreign (a) Individuals (Non-Resident Individuals/Foreign Individuals) - - (b) Bodies Corporate - - (c) Institutions - - (d) Any Other (specify) - - Sub-Total (A)(2) - - Total Shareholding of Promoter and Promoter Group (A)

= (A)(1)+(A)(2) 1,26,80,200 58.57

(B) Public shareholding (1) Institutions (a) Mutual Funds/UTI 7,800 0.04 (b) Financial Institutions/Banks 1,200 0.01 (c) Central Government/State Government(s) 400 0.00 (d) Venture Capital Funds - - (e) Insurance Companies 1,000 0.00 (f) Foreign Institutional Investors 2,129 0.01 (g) Foreign Venture Capital Investors - - (h) Any Other (specify) - - Sub-total (B)(1) 12,529 0.06 (2) Non-Institutions (a) Bodies Corporate 43,68,049 20.18 (b) Individuals-


28,25,312 13.05


15,75,477 7.28

(c) NRIs/OCBs 1,88,433 0.87 Trusts - - Hindu undivided families - - Clearing Members - - Any Other - - Sub-Total (B)(2) 89,57,271 41.37 Total Public Shareholding (B) = (B)(1)+(B)(2) 89,69,800 41.43 Total (A)+(B) 2,16,50,000 100 (C) Shares held by custodians against which depository


Grand total (A)+(B)+(C) 2,16,50,000 100


Financial results of JBML for the last 3 Fiscal Years are set out below:


2012 2011 2010 Net sales 1068.31 1060.55 803.21





Earning per share (value in ` (Diluted) 9.07 17.69 9.70

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Particulars Fiscal Fiscal Fiscal 2012 2011 2010

Net asset value (value in `) 65.22 57.90 42.54 Rate of dividend paid 30% 40% 30%


Monthly high and low price of the equity shares of JBML at the BSE and the NSE for the 6 months preceding the date of this Draft Letter of Offer are:

Month BSE NSE

High ( `̀̀̀) Low ( `̀̀̀) High ( `̀̀̀) Low (`̀̀̀) January, 2013 67.80 57.00 68.00 58.30 December, 2012 62.90 58.05 63.00 57.55 November, 2012 65.30 56.95 65.40 57.80 October, 2012 76.75 57.20 76.50 57.65 September, 2012 61.90 49.10 61.80 51.00 August, 2012 59.80 48.05 60.00 48.15

(Source: Websites of BSE and NSE)

JBML’s capital structure was not altered in any manner in the said period.

v. Bharat Seats Limited (“BSL”)

BSL was incorporated as a public limited company on March 6, 1986 under the Companies Act and received its certificate for commencement of business on March 18, 1986. The registered office of BSL is located at D-188, Okhla Industrial Area, Phase I, New Delhi - 110019. BSL was incorporated to carry on the business of, inter alia, manufacturing and dealing in seats for automobiles, carpets, spare parts and components. The current paid-up equity share capital of BSL is ` 6,28,00,000 divided into 3,14,00,000 equity shares of ` 2 each.


The Shareholding pattern of BSL as on December 31, 2012 is set out below:

Category code


Shares Percentage

(A) Shareholding of Promoter and Promoter Group (1) Indian (a) Individuals/Hindu Undivided Family 50,05,500 15.94 (b) Central Government/State Government(s) - - (c) Bodies Corporate 1,36,93,000 43.61 (d) Financial Institutions/Banks - - (e) Any Other (Trust) - - Sub-Total (A)(1) 1,86,98,500 59.55 (2) Foreign (a) Individuals (Non-Resident Individuals/Foreign Individuals) - - (b) Bodies Corporate 46,50,000 14.81 (c) Institutions - - (d) Any Other (specify) - - Sub-Total (A)(2) 46,50,000 14.81 Total Shareholding of Promoter and Promoter Group (A)

= (A)(1)+(A)(2) 2,33,48,500 74.36

(B) Public shareholding (1) Institutions (a) Mutual Funds/UTI 1,600 0.01 (b) Financial Institutions/Banks 34,000 0.11

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Category code


Shares Percentage

(c) Central Government/State Government(s) - - (d) Venture Capital Funds - - (e) Insurance Companies - - (f) Foreign Institutional Investors - - (g) Foreign Venture Capital Investors - - (h) Any Other (specify) - - Sub-total (B)(1) 35,600 0.11 (2) Non-Institutions (a) Bodies Corporate 5,62,480 1.79 (b) Individuals-


66,69,202 21.42


7,84,218 2.32

(c) Others - - Trusts - - Directors and their relatives - - Overseas Corporate Bodies - - Non-resident Indians - - (d) Clearing Members - - Sub-Total (B)(2) 80,15,900 25.53 Total Public Shareholding (B) = (B)(1)+(B)(2) 80,51,500 25.64 Total (A)+(B) 3,14,00,000 100 (C) Shares held by custodians against which depository


Grand total (A)+(B)+(C) 3,14,00,000 100


Financial results of BSL for the last 3 Fiscal Years are set out below:

(in Rs crores, except per share data)

Particulars Fiscal Fiscal Fiscal 2012 2011 2010

Net sales 479.26 489.52 367.63





Earning per share (value in ` (Diluted) 1.81 2.62 1.22 Net asset value (value in `) 11.30 10.42 8.72 Rate of dividend paid 40% 40% 30%


Monthly high and low price of the equity shares of BSL at the BSE for the 6 months preceding the date of this Draft Letter of Offer are:

Month BSE

High ( `̀̀̀) Low (`̀̀̀) January, 2013 14.00 12.61 December, 2012 13.80 12.55 November, 2012 13.90 13.13

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Month BSE High ( `̀̀̀) Low (`̀̀̀)

October, 2012 14.90 12.75 September, 2012 14.05 13.07 August, 2012 16.00 13.00

(Source: www.bseindia.com)

BSL’s capital structure was not altered in any manner in the said period. 2. The details of Indian Group Entities, with negative net asset value per share as of Fiscal Year ended

March 31, 2012 are set out below: i. Samir Paging Systems Limited (“Samir Paging”)

Samir Paging was incorporated as a public limited company on November 2, 1987 under the Companies Act, and received its certificate for commencement of business on December 18, 1987. The registered office of Samir Paging is located at D-5, Nidesh Apartments, Trikuta Nagar, Extension Jammu, Jammu and Kashmir. Samir Paging was incorporated to carry on the business of, inter alia, taking over land, buildings, plant and machinery, raw materials, spare parts, licenses and other assets belonging to the Jammu and Kashmir State Industrial Development Corporation Limited for manufacturers of two way radio communication and allied equipment. The current paid-up equity share capital of Samir Paging is ̀ 12,70,000 divided into 12,700 equity shares of ̀ 100 each. Shareholding pattern

The shareholding pattern of Samir Paging as on December 31, 2012 is set out below:


(in %) 1. Jammu and Kashmir State Industrial

Development Corporation Limited 6,477 51.00

2. Kanta Labroo 1,500 11.81 3. B.M. Labroo 1,811 14.26 4. Loveleena Kumar 2,500 19.69 5. Rattan Lal Koul 1 0.007 6. R.K. Bharagave 10 0.07 7. Jagan Nath 91 0.71 8. Usha Kundu 100 0.78 9. Leena Labroo 10 0.07 10. Venkataswamy Deekaraman 10 0.07 11. M.K. Labroo 90 0.70 12. J.L. Malla 100 0.78

TOTAL 12,700 100

Financial Performance

The audited financials of Samir Paging for the Fiscals 2012, 2011 and 2010 are set forth below.

(`crs, except per share data) Fiscal 2012 Fiscal 2011 Fiscal 2010

Equity capital 0.13 0.13 0.13 Reserves and surplus (excluding revaluation)*

- - -

Sales/Turnover - - - Profit/(Loss) after tax (0.01) (0.03) (0.01)

Earnings per share (Basic) (in ` (5.20) (02.07) 9.90 Earnings per share (Diluted) (in ` (5.20) (02.07) 9.90

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Fiscal 2012 Fiscal 2011 Fiscal 2010 Net asset value per share (`) (431.41) (426.21) (424.14) Rate of dividend paid - - -

*excludes debit balance in the profit and loss account ii. Shield Autoglass Limited (“Shield Autoglass”)

Shield Autoglass was incorporated as a public limited company on March 1, 2000 under the Companies Act and received its certificate of commencement of business on March 10, 2000. The registered office of Shield Autoglass is located at 2nd Floor, Industrial Shed No. 38, Okhla Industrial Estate, Phase – III, New Delhi -110 020. Shield Autoglass was incorporated to carry on the business of, inter alia repair and replacement of automotive glass and other allied products and services under the brand name of “Windshield Experts”. The current paid-up equity share capital of Shield Autoglass is ̀ 1,83,33,000 divided into 18,33,300 equity shares of ` 10 each.


The Shareholding pattern of Shield Autoglass as on December 31, 2012 is set out below:


1. Auto Glass Company Ltd. 8,25,000 45 2. Allied Fincap Services Pvt. Ltd. 8,24,930 44.99 3. Map Auto Limited 1,83,300 9.99 4. Arvind Singh 10 - 5. B. M. Labroo 10 - 6. Naresh Mathur 10 - 7. P. L. Safaya 10 - 8. Rajesh Mukhija 10 - 9. Sanjay Labroo 10 - 10. Vikram Khanna 10 -

TOTAL 18,33,300 100

Financial Performance The audited financials of Shield Autoglass for the last 3 Fiscal Years are set forth below:

(In ` except per share data)

Fiscal 2012 Fiscal 2011 Fiscal 2010 Equity capital 18,333,000 18,333,000 18,333,000 Reserves and surplus (excluding revaluation)* (51,993,394) (48,383,948) - Sales/Turnover 146,495,895 121,853,566 105,475,556 Profit/(Loss) after tax (3,609,446) (7,566,338) (3,815,201)

Earnings per share (`) (Basic) (1.97) (4.02) (2.08) Earnings per share (`) (Diluted) (1.97) (4.02) (2.08) Net asset value per share (`) (21.82) (19.85) (15.83) Rate of dividend paid - - -

*excludes debit balance in the profit and loss account

Except as disclosed below, there are no significant notes of the auditors in relation to the aforementioned financial statements of Shield Autoglass. Fiscal Year 2012 1. According to the records of the company examined by us and on the basis of the information and

explanations given to us, the accumulated losses of the company at the end of financial year are more than

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50% of its net worth and the company has also incurred cash losses during the current financial year amounting to ̀ 9,04,684 (Previous year ` 47,71,670).

2. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that during the year short-term funds have been used to finance long-term investments to the extent of ` 1,43,66,790 (Previous year ` 2,20,94,615).

Fiscal Year 2011 1. According to the records of the company examined by us and on the basis of the information and

explanations given to us, the accumulated losses of the company at the end of financial year are more than 50% of its net worth and the company has also incurred cash losses during the current financial year amounting to ̀ 47,71,673 (Previous year ` 6,18,661).

2. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that during the year short-term funds have been used to finance long-term investment.

Fiscal Year 2010 1. According to the records of the company examined by us and on the basis of the information and

explanations given to us, the accumulated losses of the company at the end of financial year are more than 50% of its net worth and the company has also incurred cash losses during the current financial year amounting to ̀ 6,18,661 (Previous year ` 7,84,670).

iii. Allied Fincap Services Private Limited, India (“All ied Fincap”)

Allied Fincap was incorporated as a private limited company on June 1, 1992 under the Companies Act. The registered office of Allied Fincap is located at 6, Green Avenue, Off Green Avenue, Kishangarh, New Delhi - 110070. Allied Fincap was incorporated to carry on the business of, inter alia, professional stock and share investment consultants to all investors in public limited companies in new share issues, shares of existing companies, etcThe current paid-up equity share capital of Allied Fincap is ̀ 64,62,700 divided into 6,46,270 equity shares of ` 10 each.


The shareholding pattern of Allied Fincap as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. Sanjay Labroo 3,88,425 60.10 2. B. M. Labroo 2,57,835 39.89 3. Leena Labroo 10 0.001 TOTAL 6,46,270 100

Financial Performance

The audited financials of Allied Fincap for the last 3 Fiscal Years are set forth below:

(In ` crores, except per share data)

Fiscal 2012 Fiscal 2011 Fiscal 2010 Equity capital 0.65 0.65 0.44 Reserves and surplus (excluding revaluation)* - - - Sales/Turnover - - - Profit/(Loss) after tax (0.0030) (0.0086) (0.0017) Earnings per share (`) (Basic) (0.05) (0.14) (0.40) Earnings per share (`) (Diluted) (0.05) (0.14) (0.40)

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Fiscal 2012 Fiscal 2011 Fiscal 2010 Net asset value per share (`) (0.77) 0.81 (3.41) Rate of dividend paid - - -

* excludes debit balance in the profit and loss account.

iv. Nishi Electronics Private Limited (“NEPL”)

NEPL was incorporated as a private limited company on August 9, 1991 under the Companies Act. The registered office of NEPL is located at 208, IInd Floor Laxman Plaza Munirka, New Delhi. NEPL was incorporated to carry on the business of, inter alia manufacturing, buying, selling, export, import, dealing in, assembling, fitting, repairing, conversion, overhauling, alteration, maintenance and improvements of all types of electronic components, devices, equipment and appliances, such as wireless apparatus including radio receivers and transmitters, tape recorders, broadcast relay and reception equipment, etc. The current paid-up equity share capital of NEPL is ̀ 5,00,000 divided into 50,000 equity shares of ` 10 each.


The Shareholding pattern of NEPL as on December 31, 2012 is set out below:


1. Ajay Labroo 20,000 40.00 2. Sanjay Labroo 10,300 20.6 3. B.M. Labroo 10,000 20.00 4. Nisheeta Labroo 4,500 9.00 5. Aneesha Labroo 4,000 8.00 6. Vijay Raghavan 1,200 2.40 TOTAL 50,000 100

Financial Performance The audited financials of NEPL for the last 3 Fiscal Years is set forth below:

(In ̀ crores except per share data)

Fiscal 2012 Fiscal 2011 Fiscal 2010 Equity capital 0.05 0.05 0.05 Reserves and surplus (excluding revaluation)* - - - Sales/Turnover - - - Profit/(Loss) after tax (0.002) (0.002) 0.002 Earnings per share (`) (Basic) (0.47) (0.47) (0.44) Earnings per share (`) (Diluted) (0.47) (0.47) (0.44) Net asset value per share (`) (18.68) (18.21) (17.74) Rate of dividend paid - - -

*excludes debit balance in the profit and loss account

v. Maruti Insurance Broking Private Limited (“MIBPL”)

MIBPL was incorporated as a private limited company on November 24, 2010 under the Companies Act, 1956. The registered office of MIBPL is located at 1, Nelson Mandela Road, Vasant Kunj, New Delhi – 110 070. MIBPL was incorporated to carry on the business of, inter alia general insurance of automobiles as a broker. The current paid-up equity share capital of MIBPL is ̀ 50,00,000 divided into 5,00,000 equity shares of ` 10 each.


The Shareholding pattern of MIBPL as on December 31, 2012 is set out below:

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S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. MSIL 2,39,600 47.92 2. Sunbeam Auto Private Limited 86,800 17.36 3. Track Components Limited 86,800 17.36 4. IFB Automotive Private Limited 86,800 17.36 TOTAL 5,00,000 100

Financial Performance The audited financials of MIBPL for the last 2 Fiscal Years are set forth below:

(In ` crores, except per share data)

Fiscal 2012 Fiscal 2011 Equity capital 0.50 0.50 Reserves and surplus (excluding revaluation)* - - Sales/Turnover - - Profit/(Loss) after tax (2.78) (0.02) Earnings per share (`) (Basic) (55.55) (0.86) Earnings per share (`) (Diluted) (55.55) (0.86) Net asset value per share (`) (45.85) 9.70 Rate of dividend paid - -

*excludes debit balance in the profit and loss account 3. Details of the remaining Indian Group Entities are set out below: i. Maltex Malsters Limited (“Maltex Malsters”)

Maltex Malsters was incorporated as a private limited company on December 9, 1968 under the Companies Act. Subsequently, it was converted into a public limited company and an amendment to effect the same was made to its certificate of incorporation. The registered office of Maltex Malsters is located at Post Box No- 45, Rauni, Patiala, Punjab - 147001. Maltex Malsters was incorporated to carry on the business of, inter alia, manufacturing, processing, production and dealing of malts, malt extracts, malt products and malt preparations of every description including malting of cereals and grains of all types into malt. The current paid-up equity share capital of Maltex Malsters is ` 45,00,000 divided into 45,000 equity shares of ` 100 each.


The Shareholding pattern of Maltex Malsters as on December 31, 2012 is set out below:


1. United Breweries Limited 22,950 51.00 2. Kanta Labroo 3,370 7.5 3. B. M. Labroo & Sons (HUF) 3,678 8.17 4. R. K. Kutty 1,080 2.40 5. Makhni Labroo 1,044 2.32 6. Dhanwanti Agarwal 900 2.00 7. Zarina Kaikai Alpaiwala 360 0.80 8. B M Labroo 728 1.62 9. S. M. Agarwal & Sons (HUF) 666 1.48 10. Pritiba Tiwari 360 0.80 11. Tribhuwan Nath Bhan 324 0.72 12. Sadhana Kachru 540 1.20 13. M. L. Toshkhani 180 0.40 14. J. M. Labroo & Sons (HUF) 810 1.80 15. Sushma Labroo 252 0.56 16. Surender Bhan 324 0.72 17. Tej Narain Bhan 324 0.72 18. Loveleena Labroo 1,260 2.80

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S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 19. Sanjay Labroo 1,260 2.80 20. Ajay Labroo 1,260 2.80 21. M. N. Chaitanya 270 0.60 22. Padma N Rao 90 0.20 23. Malathi Raghunand 90 0.20 24. M. Lakshmi 180 0.40 25. S. M. Agarwal 360 0.80 26. M. Sreenivasa Rao 90 0.20 27. Mehru N. Irani 360 0.80 28. Manoj Muttu 180 0.40 29. Jawahar Malla 360 0.80 30. Dinesh Kumar Aggarwal 720 1.60 31. Sushma Mattu 630 1.40 Total 45,000 100

ii. Essel Marketing Private Limited, India (“Essel Marketing”)

Essel Marketing was incorporated as a private limited company on May 2, 1990 under the Companies Act, 1956. The registered office of Essel Marketing is located at 6, Green Avenue, Off Green Avenue, Kishangarh, New Delhi - 110070. Essel Marketing was incorporated to carry on the business of, inter alia agency and to act as selling agents or commission agents. The current paid-up equity share capital of Essel Marketing is ` 6,00,200 divided into 60,020 equity shares of ` 10 each.


The Shareholding pattern of Essel Marketing as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. Sanjay Labroo 30,010 50.00 2. Leena Sanjay Labroo 30,010 50.00 TOTAL 60,020 100

iii. LAN Estates Private Limited (“LAN Estates”)

LAN Estates was incorporated as a private limited company on November 9, 2005 under the Companies Act, 1956. The registered office of LAN Estates is located at 6, Green Avenue Lane, Off Green Avenue, Kishengarh, New Delhi - 110070. LAN Estates was incorporated to carry on the business of, inter alia, builders, promoters, developers, engineers and contractors in all branches of construction.The current paid-up equity share capital of LAN Estates is ̀ 1,00,000 divided into 10,000 equity shares of ` 10 each.


The Shareholding pattern of LAN Estates as on December 31, 2012 is set out below:


1. Sanjay Labroo 5,000 50.00 2. Leena Sanjay Labroo 5,000 50.00 TOTAL 10,000 100

iv. R. S. Estates Private Limited (“R.S. Estates”)

R.S. Estates was incorporated as a private limited company on March 29, 1989 under the Companies Act, 1956. The registered office of R.S. Estates is located at 6, Green Avenue Lane, Off Green Avenue, Kishangarh, New Delhi - 110070. R.S. Estates was incorporated to carry on the business of, inter alia purchase, taking on lease,

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exchange, hire and acquire, build, construct and repair estates, lands, buildings, etc. The current paid-up equity share capital of R.S. Estates is ` 2,50,000 divided into 25,000 equity shares of ` 10 each.


The Shareholding pattern of R.S. Estates as on December 31, 2012 is set out below:


1. Tarun Radhakrishan Tahiliani 12,500 50.00 2. Essel Marketing Private Limited 12,490 49.96 3. Sanjay Labroo 10 0.04 TOTAL 25,000 100

v. Maruti Insurance Agency Services Limited (“MI Agency Services”)

MI Agency Services was incorporated as a public limited company on July 17, 2006 under the Companies Act, 1956 and received its certificate for commencement of business on January 29, 2007. The registered office of MI Agency Services is located at 1, Nelson Mandela Road, Vasant Kunj, New Delhi – 110 070. MI Agency Services was incorporated to carry on the business of, inter alia, corporate agency of general insurance including motor, marine, fire, accident insurance and workmen’s compensation indemnity. The current paid-up equity share capital of MI Agency Services is ` 15,00,000 divided into 1,50,000 equity shares of ` 10 each.


The Shareholding pattern of MI Agency Services as on December 31, 2012 is set out below:


1. MSIL 1,49,994 99.996 2. MSIL and Surender Srivastava 01 0.001 3. MSIL and Deepak Kakkar 01 0.001 4. MSIL and Shashank Srivastava 01 0.001 5. MSIL and Mayank Pareek 01 0.001 6. MSIL and Tarun Garg 01 0.001 7. MSIL and Aditya Agarwal 01 0.001 TOTAL 1,50,000 100

vi. Maruti Insurance Agency Logistics Limited (“MI Agency Logistics”)

MI Agency Logistics was incorporated as a public limited company on October 18, 2007 under the Companies Act, 1956 and received its certificate for commencement of business on November 14, 2007. The registered office of MI Agency Logistics is located at 1, Nelson Mandela Road, Vasant Kunj, New Delhi – 110 070. MI Agency Services was incorporated to carry on the business of, inter alia, corporate agency of general insurance including motor, marine, fire, accident insurance and workmen’s compensation indemnity. The current paid-up equity share capital of MI Agency Services is ` 15,00,000 divided into 1,50,000 equity shares of ` 10 each.


The Shareholding pattern of MI Agency Logistics as on December 31, 2012 is set out below:


1. MSIL 1,49,994 99.996 2. MSIL and Vikas Bansal 01 0.001 3. MSIL and Deepak Choudhury 01 0.001 4. MSIL and Deepak Kakkar 01 0.001 5. MSIL and Sachin Kumar Pamnani 01 0.001 6. MSIL and Prabhat Ranjan Verma 01 0.001

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7. MSIL and Raj Kumar Batu 01 0.001 TOTAL 1,50,000 100

vii. Maruti Insurance Agency Solutions Limited (“MI Agency Solutions”)

MI Agency Solutions was incorporated as a public limited company on June 1, 2004 under the Companies Act, 1956 and received its certificate for commencement of business on June 28, 2004. The registered office of MI Agency Solutions is located at 1, Nelson Mandela Road, Vasant Kunj, New Delhi – 110 070. MI Agency Solutions was incorporated to carry on the business of, inter alia, corporate agency of all classes of insurance including motor, marine, fire, motor, accident, workmen’s compensation indemnity, etc. The current paid-up equity share capital of MI Agency Solutions is ` 15,00,000 divided into 1,50,000 equity shares of ` 10 each.


The shareholding pattern of MI Agency Solutions as on December 31, 2012 is set out below:


1. MSIL 1,49,994 99.996 2. MSIL and Sandeep Khera 01 0.001 3. MSIL and Girish Kumar Dua 01 0.001 4. MSIL and Jagmohan Singh 01 0.001 5. MSIL and Abhinav Bhatia 01 0.001 6. MSIL and Rikki Kalra 01 0.001 7. MSIL and Shashank Srivastava 01 0.001 TOTAL 1,50,000 100

viii. Maruti Insurance Distribution Services Limited(“MIDSL”)

MIDSL was incorporated as a public limited company on January 14, 2002 under the Companies Act, 1956 and received its certificate for commencement of business on May 1, 2002. The registered office of MIDSL is located at 1, Nelson Mandela Road, Vasant Kunj, New Delhi – 110 070. MIDSL was incorporated to carry on the business of, inter alia corporate agency of general insurance. The current paid-up equity share capital of MIDSL is ̀ 15,00,000 divided into 1,50,000 equity shares of ` 10 each.


The Shareholding pattern of MIDSL as on December 31, 2012 is set out below


1. MSIL 1,49,994 99.996 2. MSIL and Surendra Srivastava 01 0.001 3. MSIL and Sandeep Khera 01 0.001 4. MSIL and Ram Suresh Akella 01 0.001 5. MSIL and Satish Chandra 01 0.001 6. MSIL and Jagmohan Singh 01 0.001 7. MSIL and Saurabh Srivastava 01 0.001 TOTAL 1,50,000 100

ix. Maruti Insurance Agency Network Limited(“MIANL”)

MIANL was incorporated as a public limited company on June 1, 2004 under the Companies Act, 1956 and received its certificate for commencement of business on June 28, 2004. The registered office of MIANL is located at 1, Nelson Mandela Road, Vasant Kunj, New Delhi – 110 070. MIDSL was incorporated to carry on the business of, inter alia corporate agency of general insurance including motor, fire, accident, burglary insurance and workmen’s compensation indemnity. The current paid-up equity share capital of MIAL is `

15,00,000 divided into 1,50,000 equity shares of ` 10 each.

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The shareholding pattern of MIANL as on December 31, 2012 is set out below


1. MSIL 1,49,994 99.99 2. MSIL and Surendra Srivastava 01 0.001 3. MSIL and Girish Kumar Dua 01 0.001 4. MSIL and Aditya Aggarwal 01 0.001 5. MSIL and Prabhat Verma 01 0.001 6. MSIL and Rikki Kalra 01 0.001 7. MSIL and Shashank Srivastava 01 0.001 TOTAL 1,50,000 100

x. Maruti Insurance Broker Limited(“MIBL”)

MIBL was incorporated as a public limited company on April 19, 2010 under the Companies Act. The registered office of MIBL is located at 1, Nelson Mandela Road, Vasant Kunj, New Delhi – 110 070. MIDSL was incorporated to carry on the business of, inter alia soliciting and /or procuring life and/or general insurance business as an insurance broker. The current paid-up equity share capital of MIAL is ` 50,00,000 divided into 5,00,000 equity shares of ` 10 each.


The shareholding pattern of MIBL as on December, 31, 2012 is set out below:


1. MSIL 4,99,993 99.998 2. MSIL and Ravi Sangam Aiyar 01 0.002 3. MSIL and Randhir Singh Kalsi 01 0.002 4. MSIL and Ram Suresh Akela 01 0.002 5. MSIL and Surendra Srivastava 01 0.002 6. MSIL and Ajay Seth 01 0.002 7. MSIL and Pankaj Narula 01 0.002 7. MSIL and Mayank Pareek 01 0.002 TOTAL 5,00,000 100

xi. Maruti Insurance Business Agency Limited (“Maruti Insurance”)

Maruti Insurance was incorporated as a public limited company on January 14, 2002 under Indian Companies Act, 1956 and received its certificate for commencement of business on May 1, 2002. The registered office of Maruti Insurance is located at 1, Nelson Mandela Road, Vasant Kunj, New Delhi – 110 070. Maruti Insurance was incorporated to undertake the business of inter alia, insurance intermediaries, including brokers, agents, insurance consultants, surveyors, loss assessors, third party administrators with regard to insurance business. The current paid-up equity share capital of Maruti Insurance is ̀ 15,00,000 divided into 1,50,000 equity shares of ` 10 each.


The Shareholding pattern of Maruti Insurance as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of Shares Percentage (in %) 1. MSIL 1,49,994 99.996 2. MSIL and Surender Srivastava 01 0.001 3. MSIL and Vinay Pant 01 0.001

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4. MSIL and D.S. Kedia 01 0.001 5. MSIL and Dilip Kumar Patnaik 01 0.001 6. MSIL and Satish Chandra 01 0.001 7. MSIL and Vishal Ranjan Bakshi 01 0.001 TOTAL 1,50,000 100.000

xii. True Value Solutions Limited (“TVSL”) TVSL was incorporated as a public limited company on January 14, 2002 under the Companies Act, 1956 and received its certificate for commencement of business on May 1, 2002. The registered office of TVSL is located at 1, Nelson Mandela Road, Vasant Kunj, New Delhi – 110 070. TVSL was incorporated to carry on the business of, inter alia, providing value added services of all description to owners and users of motor vehicles including emergency assistance services such as breakdown repairs management, accidental repairs management services, maintenance management and providing consultancy and advisory services to insurance companies and insurance intermediaries. The current paid-up equity share capital of TVSL is ` 5,00,000 divided into 50,000 equity shares of ` 10 each.


The Shareholding pattern of TVSL as on December 31, 2012 is set out below:


1. MSIL 49,994 99.996 2. MSIL and C.S. Rajiv 01 0.001 3. MSIL and D.S. Kedia 01 0.001 4. MSIL and Arun Arora 01 0.001 5. MSIL and Ram Suresh Akella 01 0.001 6. MSIL and Satish Chandra 01 0.001 7. MSIL and Rikki Kalra 01 0.001 TOTAL 50,000 100

xiii. Magneti Marelli Powertrain India Private Limited (“MMPIPL”)

MMPIPL was incorporated as a private limited company on October 18, 2007 under the Companies Act. The registered office of MMPIPL is situated at 602, 6th Floor, Tower A, Signature Towers, South City, Gurgaon - 122001. MMPIPL was incorporated to carry on the business of, inter alia, manufacture and sale of engine control units. The current paid-up equity share capital of MMPIPL is ̀ 45,00,00,000 divided into 4,50,00,000 equity shares of ` 10 each. Shareholding pattern

The shareholding pattern of MMPIPL as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. MSIL 85,50,000 19.00 2. Others 3,64,50,000 81.00 TOTAL 4,50,00,000 100

xiv. Nippon Thermostat (India) Limited (“NTIL”)

NTIL was incorporated as a public limited company on May 16, 1994 under the Companies Act and received its certificate of commencement of business on May 23, 1994. The registered office of NTIL is situated at Riviera Park, GA & GB, No.11, Fourth Main Extension, Kotturpuram, Chennai - 600085. NTIL was incorporated to

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carry on the business of, inter alia, manufacture of automotive thermostats and sensors. The current paid-up equity share capital of NTIL is ` 1,25,00,000 divided into 12,50,000 equity shares of ` 10 each. Shareholding pattern

The shareholding pattern of NTIL as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. MSIL 1,42,018 11.36 2. Others 11,07,982 88.64 TOTAL 12,50,000 100

xv. Suzuki Powertrain India limited (“SPIL”)

SPIL was incorporated as a public limited company on November 14, 2002 under the Companies Act and received its certificate of commencement of business on November 21, 2002. The registered office of SPIL is situated at Plot No.1, Nelson Mandela Road, Vasant Kunj, New Delhi-110070. Suzuki Powertrain India limited was incorporated to carry on the business of, inter alia engineering, manufacturing, assembling, selling, supplying, importing, exporting and dealing in all kinds of powertrain parts and components of automobiles. The current paid-up equity share capital of SPIL is ` 13,17,00,00,000 divided into 1,31,70,00,000 equity shares of ` 10 each. Further, petition has been filed by SPIL before the Delhi High Court to seek sanction of a scheme of amalgamation of SPIL with MSIL. Shareholding pattern

The shareholding pattern of SPIL as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. Suzuki Motor Corporation, Japan 92,18,99,995 69.99 2. MSIL 39,51,00,000 30 3. Shinzo Nakanishi 1 -* 4. Kunihiko Murata 1 -* 5. Takahiro Inoue 1 -* 6. Miki Nakahara 1 -* 7. Tsuneo Ohashi 1 -* TOTAL 1,31,70,00,000 100

*Negligible

xvi. Krishna Maruti Limited (“KML”)

KML was incorporated as a public limited company on June 25, 1991 under the Companies Act and received its certificate of commencement of business on September 17, 1991. The registered office of KML is situated at 40 KM, NH-8, Delhi-Jaipur Highway, Village - Narsinghpur, Gurgaon - 120001. KML was incorporated to carry on the business of, inter alia, manufacturing, selling, distribution, repair and assembling of seats, door trims, tools, zigs and moulds for original equipment manufacturers in India. The current paid-up equity share capital of KML is ` 4,24,10,000 divided into 42,41,000 equity shares of ` 10 each.


The Shareholding pattern of KML as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. Suzuki motor Corporation 12,40,000 29.24 2. MSIL 6,70,000 15.80 3. Sharsh Finance and Investment 8,30,000 19.57

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Company Private Limited 4. Ashok Kapur 13,71,849 32.35 5. Ashok Kapur HUF 1,15,150 2.72 6. Arti Kapur 14,000 0.33 7. Sunandan Kapur 1 0.00 TOTAL 42,41,000 100

xvii. Caparo Maruti Limited (“CML”)

CML was incorporated as a public limited company on April 6, 1994 under the Companies Act and received its certificate of commencement of business on July 5, 1994. The registered office of CML is situated at 101-104, First Floor, Naurang House, 21, Kasturba Gandhi Marg, New Delhi - 110001. CML was incorporated to carry on the business of, inter alia, manufacture of automotive sheet metal components. The current paid-up equity share capital of CML is ` 10,00,00,700 divided into 1,00,00,070 equity shares of ̀ 10 each. Shareholding pattern

The Shareholding pattern of CML on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. MSIL 25,00,000 24.99 3. Others 75,00,070 75.01 TOTAL 1,00,00,070 100

xviii. Manesar Steel Processing (India) Private Limited (“MSPIPL”)

MSPIPL was incorporated as a private limited company on September 23, 2010 under the Companies Act. The registered office of MSPIPL is situated at Plot No.1 Sub Plot 27-30, Phase-3A, IMT Manesar, Gurgaon, Haryana. MSPIPL was incorporated to carry on the business of, inter alia, steel processing (job work). The current paid-up equity share capital of MSPIPL is ` 45,60,00,000 divided into 4,56,00,000 equity shares of ̀ 10 each.


The Shareholding pattern of MSPIPL as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. MSIL 68,40,000 15 3. Others 3,87,60,000 85 TOTAL 4,56,00,000 100

xix. Visteon Climate Systems India Limited (“VCSL”)

Visteon Climate systems India Limited was incorporated as a private limited company on December 6, 1991 under the Companies Act. The registered office of VCSL is situated at Plot No.1, Nelson Mandela Road, Vasant Kunj, New Delhi - 110070. VCSL was incorporated to carry on the business of inter alia, design, develop, manufacture and sell auto components, auto equipment of every kind and description for motor vehicles including aluminum radiators, automotive heaters and air conditioners, engine cooling components, fuel delivery equipment and other automotive components. The current paid-up equity share capital of VCSL is ̀ 13,30,00,000 divided into 13,30,000 equity shares of ` 100 each.


190

The shareholding pattern of VCSL as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. MSIL 5,18,700 39 3. Others 8,11,300 61 TOTAL 13,30,000 100

xx. Krishna Ishizaki Auto Limited (“KIAL”)

KIAL was incorporated as a public limited company on January 4, 1996 under the Companies Act. The registered office of KIAL is situated at 302, Kusal Bazar, 32-33, Nehru Place, New Delhi - 110019. KIAL was incorporated to carry on the business of, inter alia, manufacturing, selling, distribution and repair of automotive mirrors, windscreens, window glasses, front and rear glasses. The current paid-up equity share capital of KIAL is ̀ 4,89,92,000 divided into 48,99,000 equity shares of ` 10 each.


The shareholding pattern of KIAL as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. Ashok Kapur 20,82,158 42.50 2. Ishizaki Hoten Company Limited 20,82,158 42.50

3. MSIL 7,34,879 15.00 4. Ashok Kapur and Arti Kapur 01 - 5. Ashok Kapur and Sunandan Kapur 01 - 6. Ishizaki Honten Company Limited

and Shinzo Ishizaki 01 -

7. Ishizaki Honten Company Limited and Shinichi Taga

01 -

8. MSIL and Shinzo Nakanishi 01 - TOTAL 48,99,200 100

xxi. FMI Automotive Components Limited (“FMI”)

FMI was incorporated as a public limited company on November 1, 2007 under the Companies Act and received its certificate of commencement of business on December 6, 2007. The registered office of FMI is situated at Plot No.1, Nelson Mandela Road, Vasant Kunj, New Delhi - 110070. FMI was incorporated to carry on the business of, inter alia, manufacturing of all kinds of exhaust system components and parts including exhaust manifold, exhaust pipe, exhaust muffler and other related components of automobiles. The current paid-up equity share capital of FMI is ` 90,00,00,000 divided into 9,00,00,000 equity shares of ̀ 10 each. Shareholding pattern

The shareholding pattern of FMI as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. Fatuba Industrial Company Limited 4,59,00,000 51 2. MSIL 4,40,99,995 49 3. MSIL with Shinzo Nakanishi 1 - 4. MSIL with Tsuneo Ohashi 1 - 5. MSIL with Toshiaki Tashiro 1 - 6. MSIL with Keiichi Asai 1 - 7. MSIL with Hiroshi Sakamoto 1 -

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TOTAL 9,00,00,000 100

xxii. Mark Exhaust Systems Limited (“MESL”)

MESL was incorporated as a public limited company on November 3, 1993 under the Companies Act and received its certificate for commencement of business on January 18, 1994. The registered office of MESL is situated at S-430, Greater Kailash Part II, New Delhi - 100048. MESL was incorporated to carry on the business of, inter alia, manufacturing and processing of auto components and sub-assemblies of auto-components and parts. The current paid-up equity share capital of MESL is ` 10,00,00,000 divided into 1,00,00,000 equity shares of ̀ 10 each. Shareholding pattern The shareholding pattern of MESL as on December 31, 2012 is set out below:

S. No.

Name of the Shareholder No. of shares Percentage of shareholding (in %)

1. MSIL 4,437,465 44.37 2. Spnix Auto (India) Private Limited 18,75,000 18.75 3. Chanson Shipping and Packaging

Company Private Limited 12,75,000 12.75

4. Sankie Giken Kogyo Company Limited 7,50,000 7.50 5. Rattan Kapur HUF 5,87,463 5.87 6. Precision Exhaust and Catalyst (EZC) 3,75,000 3.75 7. Rattan Kapur 3,00,010 3.00 8. Sandeep Chandok 2,00,010 2.00 9. Romilla Kapur 1,75,000 1.75 10. Benzi Inapex Private Limited 25,000 0.25 11. Late Captain A.M. Kapur 10 0 12. K.M. Talwar 10 0 13. Raman Sahney 10 0 14. Lalit Talwar 10 0 15. Vivek Talwar 10 0 TOTAL 1,00,00,000 100

xxiii. SKH Metals Limited (“SKH”)

SKH was incorporated as a public limited company on March 18, 1986 under the Companies Act and received its certificate for commencement of business on April 4, 1986. The registered office of SKH is situated at Plot No. 2, Maruti Joint Venture Complex, Udyog Vihar, Gurgaon - 122015. SKH was incorporated to carry on the business of, inter alia, designing, manufacturing and selling of automotive parts, automobile components, spare parts and equipment to OEMs. The current paid-up equity share capital of MESL is ` 5,43,00,000 divided into 54,30,000 equity shares of ` 10 each. Shareholding pattern The shareholding pattern of SKH as on December 31, 2012 is set out below:


(in %) 1. MSIL 26,45,000 48.71 2. ABR Auto Private Limited 26,34,140 48.51 3. Others 1,50,860 2.78 TOTAL 54,30,000 100

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xxiv. Bellsonica Auto Component India Private Limited (“BACPL”)

BACPL was incorporated as a private limited company on August 21, 2006 under the Companies Act. The registered office of BACPL is situated at Plot No.1, Phase 3A, Sector – 8, IMT Manesar, Gurgaon – 122051, Haryana. BACPL was incorporated to carry on the business of, inter alia, manufacturing of motor vehicles parts and accessories. The current paid-up equity share capital of BACPL is ̀ 1,18,00,00,000 divided into 1,18,00,000 equity shares of ` 100 each. Shareholding pattern The shareholding pattern of BACPL as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. MSIL 35,40,000 30 2. Bellsonica Corporation, Japan 82,60,000 70 TOTAL 1,18,00,000 100

xxv. Inergy Automotive Systems Manufacturing India Private Limited (“IASML”)

IASML was incorporated as a private limited company on May 7, 2010 under Indian Companies Act. The registered office of IASML is located at Sub-plot No. 6 & 7, Maruti Suppliers’ Manesar, Gurgaon. IASML was incorporated to carry on the business of, inter alia, manufacturing, production, processing, fabrication, assembling, repair, marketing, selling plastic fuel tanks for all types of automobiles. The current paid-up equity share capital of IASML is ` 25,60,00,000 divided into 2,56,00,000 equity shares of ̀ 10 each.


The Shareholding pattern of IASML as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of shares Percentage of shareholding (in %) 1. Inergy Automotive Systems

SAS 1,25,44,000 49

2. Inergy Automotive Systems (France) SAS

15,36,000 6

3. Suzuki Motor Corporation 48,64,000 19 4. MSIL 66,56,000 26 TOTAL 2,56,00,000 100

xxvi. J.J. Impex (Delhi)Private Limited (“JJIPL”)

JJIPL was incorporated as a private limited company on June 30, 1976 under the Companies Act. The registered office of JJIPL is located at F-39, Okhla Industrial Area, Phase-II, New Delhi - 110020. JJIPL was incorporated to carry on the business of, inter alia, service and repair of automobiles. The current paid-up equity share capital of JJIPL is ̀ 8,80,00,000 divided into 88,00,000 equity shares of ` 10 each.


The Shareholding pattern of JJIPL as on December 31, 2012 is set out below:

S. No. Name of the Shareholder No. of Shares Percentage (in %)

1. MSIL 44,76,250 50.87 2. Sumitomo Corporation 3443750 39.13

3. Sumitomo Corporation India Private Limited

8,80,000 10

TOTAL 88,00,000 100

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Other confirmations Unless otherwise specifically stated, none of the Group Entities described above (i) is listed on any stock exchange; (ii) has completed any public or rights issue since the date of its incorporation; (iii) has become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1995; or (iv) is under winding-up. No application has been made in respect of any of the Group Entities to the relevant registrar of companies in whose jurisdiction such Group Company is registered, for striking off its name; or (v) has become defunct in the 5 years preceding the filing of this Draft Letter of Offer. Interests of our Group Entities None of our Group Entities are interested in the promotion of our Company. Further, none of our Group Entities have any interest in any property acquired by our Company within 2 years preceding the date of this Draft Letter of Offer or currently proposed to be acquired by our Company. Except as disclosed in the sections titled “Our Business” and “Financial Information” on pages 95 and 195, respectively, our Group Entities do not have any interest in any transactions by our Company. Payment of amount or benefits to our Group Entities during the last two years Except as mentioned in the section titled “Financial Information” on page 195, no amount or benefits were paid or were intended to be paid to our Group Entities during the last 2 years from the date of filing of this Draft Letter of Offer. Common pursuits of our Group Entities, Promoters and Subsidiaries and Conflict of Interest Except one of our Promoters, namely Asahi Glass Co. Limited, Japan, our Subsidiaries namely AIS Glass Solutions Liimted, GX Glass Sales and Services Limited and Integrated Glass Materials Limited and our Group Entities namely Shield Autoglass Limited, Suzuki Powertrain India Limited, Krishna Ishizaki Auto Limited, Pt ASAHIMAS FLAT GLASS Tbk and AGC Glass Europe S.A., none of our Promoters and Group Entities have enabling provisions in their memorandum of association that enable them to engage in a business similar to that of our Company. For associated risks, see the section titled “ Risk Factors” on page 9 of this Draft Letter of Offer. Litigation For information on details relating to the litigation in relation to our Group Entities, see the section titled “Outstanding Litigation and Material Developments” on page 319 of this Draft Letter of Offer. Other Confirmations Our Group Entities have confirmed that they have not been detained as wilful defaulters by the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past or are currently pending against them. Additionally, none of the Group Entities have been restrained from accessing the capital markets for any reasons by the SEBI or any other authorities.

194

DIVIDEND POLICY The declaration and payment of dividends on our Equity Shares are recommended by our Board and approved by our shareholders, at their discretion, and depend on a number of factors, including but not limited to our profits, capital requirements, contractual obligations, restrictive covenants under our loan and financing arrangements and the overall financial condition of our Company. Our Company has not declared any dividend during the last 5 Fiscal Years.

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SECTION V – FINANCIAL INFORMATION

FINANCIAL INDEBTEDNESS A brief summary of our Company’s aggregate borrowing outstanding (standalone) as on September 30, 2012 is as under:

(in ̀ crores) S. No. Nature of Borrowing Amount

I. Secured Borrowings Domestic Long Term Loans 237.76 Finance Lease Obligation 0.12 Short Term Loans 633.82 Foreign Currency Long Term Loans 3,71.25 Short Term Loans 50.22 Total 1,293.16 II. Unsecured Foreign Currency Loan from our related party 252.32 Finance Lease Obligation 4.02 Short Term Loan 60.50 Total 316.84 Total (I + II) 1,610.00 Details of Secured Borrowing A. Domestic Currency

1. Long Terms Loans

We avail of long term loans from time to time for meeting our capital expenditure and other general corporate purposes. The details of our long term domestic borrowings as on September 30, 2012 are set forth below:

Name of the Bank

Facility/Loan Documentation

Sanctioned Amount

Repayment Terms

Security (Primary / Collateral)

Amount outstanding as on September

30, 2012 State Bank of India (“SBI” )

• Sanction letter dated March 29, 2008;

• Agreement of loan for overall limit dated March 31, 2008;

• Letter for rephasement of loan dated June 5, 2009; and

• Letter dated June 26, 2009 regarding the grant of individual

` 100 crores 5 half-yearly installments. The repayment commenced from March 2011.

Exclusive charge on immoveable properties, pertaining to the auto glass plant at Bawal, Haryana; and First pari-passu charge on moveable fixed assets, pertaining to the auto glass plant situated at Bawal, Haryana.

` 20 crores

196

Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 limits.

Standard Chartered Bank


• Facility agreement dated March 30, 2010;

• Unattested memorandum of hypothecation dated March 30, 2010; and

• Memorandum of entry dated July 23, 2010.

` 75 crores Initial 10 per cent in 12 equal monthly installments and the balance in 24 equal monthly installments. The repayment commenced from April 2010.

First pari-passu charge over all fixed assets (including immoveable assets), both present and future, pertaining to the auto and architecture glass plant situated at Chennai, Tamil Nadu, with minimum asset cover of 1.2 times.

` 16.88 crores

State Bank of Mysore (“SBM” )

• Sanction letter dated June 19, 2009;

• Letter for modification of terms dated August 4, 2009;

• Agreement of loan for overall limit dated January 29, 2010;

• Letter dated January 29, 2010 issued by SBM, granting individual limits within the overall limit to the Company; and

• Agreement of hypothecation dated January 29, 2010.

` 15 crores 8 equal quarterly installments starting after a moratorium of 24 months. The repayment commenced from January 2012.

First pari-passu charge on all moveable assets, pertaining to the auto and architecture glass plant situated at plot no. T-16, Taloja, Maharashtra.

` 9.38 crores

SBM • Sanction letter dated June 19, 2009;

• Letter for modification of terms dated August 4, 2009;

• Agreement of loan for overall limit dated January 29 2010;

` 10 crores 8 equal quarterly installments starting after a moratorium of 24 months. The repayment commenced from January 2012.

First pari-passu charge over land and buildings, plant and machinery, goods and moveable assets, both present and future, pertaining to the float glass plant situated at plot no. T-7, Taloja,

` 6.25 crores

197

Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 • Letter dated

January 29, 2010 issued by SBM, granting individual limits within the overall limit to the Company;

• Agreement of hypothecation dated January 29, 2010; and

• Memorandum depositing title deeds dated November 13, 2009.

Maharashtra.

ICICI Bank • Sanction letter dated September 30, 2010;

• Amandatory Credit; arrangement letter dated October 22, 2010;

• Amandatory credit arrangement letter dated November 25, 2010;

• Rupee loan facility agreement dated November 30, 2010;

• Letter dated June 15, 2011 issued by ICICI Bank modifying the security; and

• Deed of hypothecation dated November 30, 2010.

` 45 crores 8 equal half-yearly installments commencing from end of 24 months from each draw down date. The repayment will commence from December 2012.

First pari-passu charge on moveable assets, pertaining to the auto and architecture glass plant situated at plot no. T-16 Taloja, Maharashtra.

` 45 crores

ICICI Bank • Sanction letter dated September 30, 2010;

` 40 crores 8 equal half-yearly installments commencing from end of 24

First pari-passu charge on movable and immovable assets, pertaining

` 40 crores

198

Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 • Amandatory

credit arrangement letter dated October 22, 2010;

• Amandatory credit arrangement letter dated November 25, 2010;

• Rupee loan facility agreement dated November 30, 2010; and

• Letter dated June 15, 2011 issued by ICICI Bank modifying the security.

months from each draw down date. The repayment will commence from March 2013.

to the float glass plant situated at plot no. T-7 Taloja, Maharashtra$

YES Bank • Sanction letter dated July 19,2011;

• Loan Agreement dated July 20, 2011


• Credit facility letter dated March 28, 2012;

• Deed of hypothecation dated March 29, 2012;

• Letter of Comfort issued by Sanjay Labroo.

Amount Availed: ` 45 crores

` 2 crores was repaid on February 20, 2012 and the balance is to be repaid in 17 equal quarterly installments.

• Subservient charge on all moveable and immoveable fixed assets, both present and future, pertaining to the integrated glass plant situated at Roorkee, Uttrakhand.

• First pari-passu charge on the moveable and immoveable fixed assets, pertaining to the auto glass plant situated in Bawal, Haryana with asset cover of 1 times; $

` 39.70 crores

YES Bank • Sanction letter dated March 28,2012; and

• Loan agreement dated March 29, 2012;

• Deed of

` 40 crores 17 equal quarterly installments. The repayment commenced from May 2012.

• Subservient charge on moveable and immoveable fixed assets, both present and future, pertaining to

` 35.30 crores

199

Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 hypothecation dated March 29, 2012; and

• Memorandum of entry dated March 29, 2012.

the integrated gas plant situated at Roorkee, Uttarakhand; and

• First pari-passu charge on moveable and immoveable fixed assets, both present and future, pertaining to the integrated gas plant situated at Roorkee, Uttarakhand. $

EXIM Bank

• Sanction letter dated October 5, 2010;

• Dual currency loan agreement dated October 22, 2010;

• Deed of hypothecation of moveable fixed assets dated October 22, 2010; and

• Memorandum of deposit for creation of further charge for term loan where initial charge is created by way of mortgage by deposit of title deeds dated March 28, 2012.

Overall limit: ` 37 crores 1 Amount availed: ` 25.25 crores

16 equal quarterly installments commencing after 2 years from date of first disbursement. The repayment will commence from November 2012.

First pari-passu charge over entire moveable fixed assets, entire lands and immoveable properties, both present and future, pertaining to the float glass plant situated at T-7 Taloja, Maharashtra.

` 25.25 crores

Total ` ` ` ` 237.76 crores $ As on September 30, 2012, this security has not been perfected.

Significant Terms and Restrictive Covenants

1 Under the terms of the dual currency loan agreement, our Company is entitled to avail the credit facilities in dollars or

rupees within the overall limit of ` 37 crore. As on September 30, 2012, our Company has availed a long term credit facility for an amount aggregating to ` 25.25 crore and a long term foreign currency loan for an amount aggregating to USD 2.25 million.

200

Under the terms of the above mentioned loan agreements, our Company is, inter alia, subject to certain financial and negative covenants details of which are as under:

(I) Financial Covenants 1) The ratio of total debt to PBIDT, calculated on an annual basis, is required to be 4.5 times during the

Financial Year 2012 and 3.5 times till the Financial Year 2017; 2) The total adjusted leverage, calculated on an annual basis, is required to be 3.25 times for Financial Year

2012, 3.0 times for Financial Year 2013 and 2.5 times till Financial Year 2017; 3) The debt service coverage ratio, calculated on an annual basis, is required to be maintained at a minimum

of 1.0 times for Financial Year 2012, 1.1 times for Financial Year 2013, and 1.25 times till Financial Year 2017;

4) The fixed asset coverage ratio is required to be maintained at a minimum of 1.5:1; 5) The ratio of total debt to tangible net worth is required to be a minimum of 5.5 times by October 31, 2012

and 3 times by October 31, 2013 and thereafter 3 times till August 20, 2016; 6) The ratio of total debt to EBITDA is required to be a minimum of 4.5 times by October 31, 2012 and 3.5

times by October 31, 2013 and maintained thereafter till August 20, 2016; and 7) The ratio of EBITDA to net interest is required to be a minimum of 2.5 times by October 31, 2012 and 3.5

times by October 31, 2013 and thereafter till August 20, 2016. (II) Negative Covenants

1) Our Company cannot without approval of the lender(s), inter alia, undertake the following:

a. Permit change in its constitution or management, including change in its Memorandum and Articles of

Association, or capital structure, which may have an adverse impact on its repayment capacity; b. Create any mortgage, charge, lien or other encumbrance in any form whatsoever of any of its

properties and assets constituting security for any loan, except a pari-passu mortgage/charge in favour of bank/ financing arrangements;

c. Undertake or permit any reorganization, amalgamation, reconstruction, reconstitution, takeover or any other scheme of compromise or arrangement;

d. Implement a new scheme of expansion or take up an allied line of business or manufacture; e. Declare or pay any dividend or make any other distribution of profits after deduction of taxes, except

where instalments of principal and interest payable to the bank are being paid regularly and there are no irregularities;

f. Invest any funds by way of deposits or loans or in share capital of any other concern (including subsidiaries) so long as money is due to the bank, other than security deposits in the usual course of business, or required for the business;

g. Permit any change in our ownership or control whereby effective beneficial ownership or control will change;

h. Effect any material change in the management of our business; i. Repay unsecured loans from promoters, subordinating them to lender(s) loans, so long as monies are

due and outstanding j. Assume, guarantee, endorse or in any manner become directly or contingently liable for or in

connection with the obligation of any person, firm, company or corporation except for transactions in the ordinary course of business; and Allow transfer or disposal of shareholding of any of the promoters in our equity/quasi equity capital or permit withdrawal of any of our subordinated loans or deposits, obtained at any time, from our directors and their friends and associates to finance a part of the working capital requirements or make prepayment of any long term debt.

2) Upon occurrence of financial default under the terms of the loan agreement, the lender(s) may appoint a

nominee director to the board of directors of our Company. Further, such director will not be required to hold any qualification and will not be liable to retire by rotation; and

3) Our Company is required to maintain insurance, to the extent of market value of security, on charged assets

201

with financially sound and reputable insurers, approved by the lender(s), and also name the lender(s) as additional assured and sole loss payee in each insurance policy.

2. Short Term Loan

We have availed certain short terms loans and cash credit facilities for the purposes of our working capital requirements. The details of our short term loans as on September 30, 2012 are as under:

Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 Bank of Tokyo-Mitsubishi UFJ

Sanction letter dated October 12, 2011; and Supplemental agreement of Hypothecation dated December 2, 2006.

Overall limit: Fund Based: (i) ` 45 crores (ii) Non Fund based: 5 crores Amount availed: Overdraft facility: ` 1 crore Short term loan facility: ` 44 crores

Overdraft facility: Not applicable Short term loan facility: Renewable annually

Pari-passu charge on stocks and book-debts.

` 44.85 crores

Mizuho Corporate Bank (“MCB” )

• Letter October 28, 2011 issued by MCB in respect of renewal of credit facilities;

• Master Loan agreement for secured fund based and non fund based securities dated September 1, 2010;

• Deed of hypothecation dated September 1, 2010

• Letter issued by MCB requiring creation of second charge on fixed assets dated February 25, 2010

Overall limit: ` 50 crores. Working capital demand loan facility: ` 47 crores Cash Credit Facility: ` 3 crore

Working capital demand loan facility: Renewable annually Cash credit facility: Renewable annually

First pari-passu charge on current assets of the Company; and Second charge on fixed assets of the Company. $

` 49.66 crore

State Bank of India (“SBI” )

• Sanction letter dated September 21, 2011;

• Memorandum

Overall limit: Fund Based: ` 100 crore

Renewable annually

Pari-passu charge on stock-in-trade, book-debts and other moveable assets; and

` 99.19 crores

202

Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 of deposit for creation of further charge dated November 6, 2009;

• Memorandum of deposit for creation of charge dated August 7, 2008;

• Supplemental agreement of loan for increase in the overall limit dated June 24, 2006;

• Supplemental agreement of hypothecation of goods and assets for increase in the overall limit dated June 24, 2006;

• Letter regarding the grant of individual limits within the overall limit dated June 24, 2006.

• Agreement of Loan dated December 30, 2004;

• Agreement of Hypothecation of Goods and Assets dated December 30, 2004;

• Letter regarding the grant of individual limits within the overall limit dated December 30, 2004.

Non Fund Based: ` 35 crore Amount availed: ` 100 crores

Equitable mortgage by way of deposit of title deeds, pertaining to the auto glass plant situated at Bawal, Haryana.

SBM • Sanction letter dated April 30,

Amount Availed

Renewable annually

First pari passu charge on the

` 74.56 crores

203

Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 2012;

• Agreement of loan for overall limit dated February 22, 2012;

• Letter regarding the grant of individual limits within the overall limit dated February 22, 2012; and

• Letter dated February 22, 2012 issued by the Company undertaking that it will not to create any further charge over property and assets including uncalled capital without prior written consent of SBM.

Fund Based: ` 75 crores Non fund based:` 10 crores

entire current assets of the Company; and Second charge on fixed assets of the company$

State Bank of Hyderabad (“SBH”)

• Sanction letter dated May 8, 2012;

• Agreement of hypothecation of goods and assets dated September 25, 2009;

• Letter regarding grant of individual limits within overall limit dated September 25, 2009; and

• Agreement of loan for overall limit dated September 25, 2009.

` 75 crores Renewable annually

First pari-passu charge on current assets, both present and future; and Pari-passu second charge on fixed assets of the Company.$

` 75.17 crores

Jammu and Kashmir Bank

• Sanction letter dated April 7,

` 25 crores a) Cash credit: `

Renewable annually

First charge by way of

` 24.83 crores

204

Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 (“JKB” ) 2011;

• Loan Agreement dated February 7, 2003; and

• Deed of affirmation and ratification dated August 30, 2011.

10 crores b) Working

capital demand loan: ` 15 crores

hypothecation all moveable assets of the Company both present and future

HDFC Bank • Sanction letter dated February 23, 2010;

• Deed of Hypothecation dated April 11, 2007

Overall limit: ` 65 crores 2 Amount availed: ` 45 crores a) Cash credit

facility: ` 10 crores.

b) Working capital demand loan: ` 35 crores.

Cash credit facility: Renewable annually Working capital demand loan: Repayment within 90 days or any other tenor approved by the bank.

First pari-passu charge on current assets, both present and future.

` 44.25 crores

EXIM Bank • Sanction letter dated May 31, 2012;

• Working capital rupee loan agreement dated June 9, 2012;

• Unattested deed of hypothecation dated June 9, 2012; and

• Letter of comfort from MSIL.

` 150 crores To be repaid in bullet at the end of 1 year from the date of disbursement i.e. June 2012.

Subsequent and subservient charge on moveable fixed assets, both present and future.

` 150 crores

Citibank N.A • Letter agreement dated March 16, 2010; and

• Deed of hypothecation dated January 24, 2012.

` 8.3 crores Renewable annually

Second charge on current assets of the Company.

` 7.98 crores

Standard Chartered Bank (Tranche A)

• Sanction letter dated February 24, 2012;

• Facility letter

Overall limit: ` 105 crores Amount availed: ` 27

Renewable annually

First pari-passu charge on stocks and book-debts to the extent of

` 26.46 crores

2 Under the terms of Sanction letter dated February 23, 2010 our Company is entitled to avail fund-based facilities for an

overall limit up to ̀ 45 crore and bill discounting facility for an amount aggregating to ̀ 20 crore. As on September 30, 2012, our Company has availed an amount aggregating to ̀ 45 crore as cash credit/working capital demand loan.

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Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 dated May 21, 2012; and

• Supplementary hypothecation agreement of machinery dated May 31, 2012.

crores plus ` 1.57 crores as cash credit.3

availed limit.

Standard Chartered Bank (Tranche B)

• Sanction letter dated February 24, 2012;

• Facility letter dated May 21, 2012; and

• Unattested memorandum of hypothecation dated May 31, 2012.

Overall limit: ` 105 crores Amount availed: ` 27 crores 4

Renewable annually

First pari-passu charge over fixed assets, pertaining to auto and architecture glass plant situated at Chennai, Tamil Nadu, with asset cover of 1.2 times. $

` 27 crores

ICICI Bank • Credit arrangement letter dated March 23, 2011;

• Declaration dated July 27, 2011;

• Memorandum of entry dated July 27, 2011; and

• Deed of Hypothecation dated July 16, 2012.

Overall limit: Fund Based: ` 10 crores Non fund based: ` 20 crores Amount availed: ` 10 crores

Repayment on demand

• Second and subservient charge on immoveable properties, pertaining to auto and architecture glass plant, situated at plot no. T-16 Taloja, Maharashtra; and

• First pari passu charge on all current assets of the Company.

` 9.86 crores

Total ` ` ` ` 649.23 crores $ As on September 30, 2012, this security has not been perfected. Significant Terms and Restrictive Covenants Under the terms of the above mentioned credit facilities, our Company is, inter alia, subject to certain negative

3 Under the terms of Sanction letter dated May 21, 2012 our Company is entitled to avail the credit facilities for an overall

limit up to ̀ 105 crore. Our Company has availed this amount in two tranches of ̀ 55 crore (“Tranche A” ) and ̀ 50 crore (“Tranche B” ). Under Tranche A, as on September 30, 2012, our Company has availed an amount aggregating to ` 55 crore, out of which ̀ 27 crore has been availed as working capital demand loan, USD 5 million has been availed as packing credit foreign currency credit facility and the remaining ̀ 1.57 crore as part of cash credit facilities.

4 Under the terms of Sanction letter dated May 21, 2012 our Company is entitled to avail the credit facilities for an overall

limit up to ̀ 105 crore. Our Company has availed this amount in two tranches of ̀ 55 crore (“Tranche A” ) and ̀ 50 crore (“Tranche B” ). Under Tranche B, as on September 30, 2012, our Company has availed a fund based facility of an amount aggregating to ̀ 27 crore as packing credit facility.

206

covenants details of which are as under:

(I) Negative Covenants

1). Our Company cannot without approval of the bank, inter alia, undertake the following:

a. Execute any guarantees or indemnities in favour of any person or entity, except in the ordinary course of business;

b. Make any amendment or supplement to the constitutional documents, capital structure that would affect the rights of any lender or its agent;

c. Effect any material change in the shareholding of the promoters, composition of the board of directors, or management or ownership of business;

d. Enter into any merger or consolidation with any entity or become subject to any kind of reconstruction, restructuring or reorganization or any scheme or arrangement for any of the foregoing;

e. Make any material change in the nature of our business, including by way of undertaking any new project or expansion;

f. Invest by way of share capital in, or lend, advance funds to, or place deposits with any other concern (including group entities), or issue inter-corporate loans, or acquire real estate, other than normal trade credit or security deposits in the usual course of business, or advances to employees;

g. Enter into any borrowing arrangements of any sort, or contract, create, incur, assume or suffer any indebtedness in any form, with any other bank, financial institutions, company or otherwise, save and except to the extent of working capital arrangements and term loan approved by the lender(s);

h. Declare any dividend for any year except out of profits relating to that year after making necessary provisions, provided there is no occurrence of default;

i. Create any mortgage, charge, lien or other encumbrance in any form whatsoever, or sell, assign, or dispose off any of our properties and assets constituting security for any loan, except a pari-passu mortgage/charge in favour of bank/ financing arrangements;

j. Enter into any transaction (s), to sell, transfer, lease or otherwise dispose or deal with, or agree to do so, any of the fixed assets secured part of our business, assets or revenues;

k. Repay monies brought in by the promoter/directors/principal shareholders or their friends and relatives (except the money brought in by sponsors for debt servicing);

l. Disburse any sub-loans including to our subsidiary(ies)/associate companies which are free of interest or which carry a rate of interest lower than that applicable on a loan; and

m. Allow transfer or disposal of shareholding of any of the promoters in our equity/quasi equity capital or permit withdrawal of any subordinated loans or deposits obtained at any time by us from our directors and their friends and associates to finance a part of the working capital requirements or make prepayment of any long term debt.

2) All assets of our Company charged to the lender(s) to be adequately insured to cover their full value covering the risks such as fire, riots, earthquake, floods, inundation, etc. with financially sound and reputable insurers and also name the lender(s) as an additional assured and sole loss payee in each insurance policy;

3) Our Company is required to keep the bank informed of the happening of any event which may have a

substantial effect on our profit or business, along with explanations and remedial steps proposed to be taken;

4) The funds borrowed cannot be diverted for acquisition of fixed assets or any purpose other than that for

which they have been sanctioned;

5) Our Company cannot resort to double financing, either in foreign or in Indian currency, from any source, for our working capital requirements; and

6) Upon occurrence of financial default, the lender(s) are permitted to appoint a nominee director to the board

of directors of our Company. Further, such director is not required to hold any qualification and is not liable to retire by rotation.

207

3. Finance Lease Obligation

Name of the

Bank Facility/Loan

Documentation Sanctioned

Amount Repayment

Terms Security

(Primary / Collateral)


30, 2012 Kotak Mahindra Prime Limited

Loan agreement dated December 31, 2011.

` 0.14 crores 36 equal monthly installments. The repayment commenced from February 1, 2012

Hypothecation 36 EMI's of Vehicle

` 0.12 crores

B. Foreign Currency 1. Long term Loans

We avail of foreign currency long term loans to meet our capital expenditure requirements. The details of our long term foreign currency borrowings, as on September 30, 2012, are as under:

Name of the

Bank Facility/Loan

Documentation Sanctioned

Amount Repayment

Terms Security

(Primary / Collateral)


30, 2012 Citibank N.A. • Sanction letter

dated January 19, 2005;

• Credit agreement dated June 28, 2005;

• Security trustee agreement dated October 4, 2005; and

• Unattested Deed of Hypothecation dated October 4, 2005

USD 65 million 17 equal half-yearly installments commencing from 24 months after the date of signing of the credit agreement. The repayment commenced from June 2007.

First pari-passu on moveable and immoveable properties, as well as tangible and intangible assets, both present and future, pertaining to the float glass plant forming part of the integrated glass plant situated at Roorkee, Uttarakhand.

` 121.29 crores or USD 22.94

million

State Bank of Mauritius

• Letter agreement dated August 22, 2011.

USD 10 million 14 half-yearly installments commencing after 2 years

First pari-passu charge on moveable and immoveable fixed assets, pertaining to the auto glass plant situated at Bawal, Haryana.

#

` 52.87 crores or USD 10.0

million

Exim Bank • Sanction letter dated October 5, 2010; and

Overall limit: ` 37 crores 5 Amount

16 equal quarterly installments

First pari-passu charge on moveable fixed


million

5 Under the terms of the dual currency loan agreement, our company is entitled to avail the credit facilities in dollars or rupees

for an overall limit up to ̀ 37 crore. As on September 30, 2012, our Company has availed a long term credit facility for an amount aggregating to ` 25.25 crore and a long term foreign currency loan for an amount aggregating to USD 2.25 million.

208

Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 • Dual currency

loan agreement dated October 22, 2010;

• Deed of hypothecation of moveable fixed assets dated October 22, 2010; and

• Memorandum of deposit for creation of further charge for term loan where initial charge is created by way of mortgage by deposit of title deeds dated March 28, 2012.

availed: USD 2.25 million.

commencing after 2 years from the date of first disbursement. The repayment commenced from November 2012.

assets, entire lands and immoveable properties, pertaining to the float glass plant situated at T-7, Taloja, Maharashtra, ensuring a minimum fixed asset coverage ratio of 1.25 times.

ICICI Bank • Sanction letter dated November 30, 2005;

• Corporate loan facility agreement dated February 8, 2006;

• General conditions applicable dated February 8, 2006; and

• Secured party deed of accession dated May 12, 2006.

USD 10 million 14 equal half-yearly installments commencing 42 calendar months from the date of draw down. The repayment commenced from August 2009.

• First pari-passu charge on all assets, including all moveable and immoveable fixed assets, both present and future, pertaining to the integrated glass plant situated at Roorkee, Uttarakhand; and

• First pari-passu charge on all the construction and operating period insurance policies pertaining to the float glass plant forming a part of the integrated glass plant situated at Roorkee, Uttarakhand.

` 26.43 crores or USD 5.0 million

209

Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 ICICI Bank • Sanction letter

dated December 21, 2006;

• Corporate loan facility agreement dated February 13, 2007; and

• Deed of hypothecation dated March 7, 2007.

USD 14.6 million

12 equal half-yearly installments commencing after a moratorium of 4 years from the average draw down date. The repayment commenced from March 2011.

• First pari-passu charge on all moveable and immoveable properties, both present and future, pertaining to the project, i.e. setting up facilities of value added segments of mirror, reflective glass, auto glass and such other corporate purposes as may be approved, at the integrated glass plant situated at Roorkee, Uttarakhand;

• Exclusive charge on immoveable properties, pertaining to the auto glass plant situated at Roorkee, Uttarakhand; and

• First pari-passu charge on all consortium and operating period insurance policies pertaining to the project, i.e. setting up facilities of value added segments of mirror, reflective glass, auto glass and such other corporate purposes as may be approved, at the integrated

` 51. 46 crores or USD 9.73 million

210

Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 glass plant situated at Roorkee, Uttarakhand.

ICICI Bank • Sanction letter dated December 21, 2006;

• Corporate loan facility agreement dated March 20, 2007;

• Deed of hypothecation dated March 20, 2007;

• Facility amendment letter dated April 30, 2009;

• Letter agreeing to substitute security dated March 2, 2009; and

• Declaration dated July 10, 2009.

USD 10.4 million

12 equal half-yearly installments commencing after a moratorium of 4 years from the average draw down date. The repayment commenced from May 2011.

• First pari-passu charge on moveable properties pertaining to the project, i.e. expansion of the auto glass plant, to set up a sidelight facility, at the auto and architecture glass plant situated at Chennai, Tamil Nadu;

• Exclusive charge over immoveable properties, pertaining to the auto and architecture glass plant, situated at Plot no. T-16 Taloja, Maharashtra; and

• First pari-passu charge on all consortium and operating period insurance policies pertaining to the project, i.e. expansion of the auto glass plant, to set up a sidelight facility, at the auto and architecture glass plant situated at Chennai, Tamil Nadu.


State Bank of India

• Sanction letter dated December 23, 2005;

USD 25 million 8 equal annual installments commencing at the end of a

First Pari-passu charge on all fixed assets (moveable and


million

211

Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 • Foreign

currency facility agreement dated March 20, 2006

• Deed of hypothecation dated December 20, 2006; and

• Memorandum of entry dated December 20, 2006.

moratorium of 24 months from the draw down date. The repayment commenced from April 2009.

immoveable), both present and future, pertaining to the float glass plant forming part of the integrated glass plant, situated at Roorkee, Uttarakhand; and First Pari-passu charge on all fixed assets (moveable and immoveable), pertaining to the auto and architecture glass plant, situated at Chennai, Tamil Nadu; with a minimum asset cover of 1.25 times.

Total ` ` ` ` 371.25 crores or USD 70.22 million

# As on September 30, 2012, this charge has not been created

2. Short Term Loan

We avail of foreign currency short term loans to meet our working capital requirements. The details of our short term foreign currency borrowings as on September 30, 2012 are as under:

Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 Standard Chartered Bank (Tranche A)

• Sanction letter dated May 21, 2012;

• Sanction Letter dated February 24, 2012; and

• Supplementary hypothecation agreement of

Overall Limit: ` 105 crores Amount availed: USD 5 million6

Renewable annually

First pari-passu charge over stock and book-debts of the company.


6 Under the terms of sanction letter dated May 21, 2012 our Company is entitled to avail the credit facilities for an overall

limit up to ̀ 105 crore. Our Company has availed this amount in two tranches of ̀ 55 crore (“Tranche A” ) and ̀ 50 crore (“Tranche B” ). Under Tranche A, As on September 30, 2012, our Company has availed an amount aggregating to ` 55 crore, out of which ̀ 27 crore has been availed working capital demand loan, USD 5 million has been availed as a foreign currency short term loan and the remaining ` 1.57 crore, as part of the cash credit facilities.

212

Name of the Bank


Sanctioned Amount

Repayment Terms



30, 2012 machinery dated May 31, 2012.

Exim Bank • Sanction letter dated June 13, 2011;

• Dual currency Pre-shipment cum post- shipment loan agreement dated July 20, 2010;

• Letter of confirmation dated September 5, 2011;

• Sanction letter dated June 29 2010; and

• Deed of hypothecation dated July 20, 2010.

` 25 crores /equivalent USD7

Pre-shipment credit to be repaid out of post-shipment credit, export proceeds or within 180 days from the date of each disbursement, whichever is earlier.

First pari-passu charge on the entire current assets, both present and future, of the Company.


Total ` ` ` ` 50.22 crores or USD 9.5 million

Significant Terms and Restrictive Covenants Under the terms of the above mentioned foreign currency credit facilities, our Company is, inter alia, subject to certain financial and negative covenants details of which are as under:

(I) Financial Covenants

a. The ratio of total debt to PBIDT at the end of any financial quarter (calculated for 3 consecutive

financial quarters) cannot exceed 3.00:1.0 during each Financial Year ending 2009-13; 2.5:1.0 till the Financial Year ending 2017;

b. The debt service coverage ratio is required to be 2.5 times or more at the end of each Financial Year till the Financial Year ending 2017;

c. The ratio of current assets to current liabilities is required to be maintained at 1.0:1.0 or more; d. The total adjusted leverage cannot exceed 2.3 times the tangible net worth during each Financial Year

beginning from 2009 till 2013, and thereafter cannot exceed 1.8 times till the Financial Year ending 2017;

e. The tangible net worth cannot be greater than ` 250 crores in any Financial Year till the Financial Year ending 2017;

f. The Company is required to maintain a security cover of 1.2:1; g. The ratio of profits before tax to net turnover is required to be at 5% or more till June, 2015; h. The total debt to equity ratio cannot be greater than 2.8 times during Financial Year 2012 and

7 Under the terms of sanction letter dated June 13, 2011, our Company is entitled to avail pre-shipment/ post-shipment credit

facilities for an overall limit up to ̀ 25 crore in rupees or equivalent dollars. As on September 30, 2012, our Company has availed an amount aggregating to USD 4.5 million as packing credit foreign currency credit facility.

213

thereafter not greater than 2 times till Financial Year ending 2018; and i. The ratio of total tangible project assets to project debt cannot exceed 1.2:1 times till the Financial

Year ending 2016.

(II) Negative Covenants

1. Our Company cannot without approval of the Bank, inter alia, undertake the following:

a. Disburse any sub-loans including to our subsidiary(ies)/associate companies which are free of interest

or which carry a rate of interest lower than that applicable on a loan; b. Enter into any borrowing arrangements of any sort, or contract, create, incur, assume or suffer any

indebtedness in any form, with any other bank, financial institutions, company or otherwise, save and except to the extent of working capital arrangements and term loan approved by the lender(s);

c. Create any mortgage, charge, lien or other encumbrance in any form whatsoever of any of our properties and assets constituting security for any loan, except a pari-passu mortgage/charge in favour of bank/ financing arrangements;

d. Enter into any transaction (s), to sell, transfer, lease or otherwise dispose or deal with, or agree to do so, any part of our business, assets or revenues;

e. Enter into any merger or consolidation with any entity or become subject to any kind of reconstruction, restructuring or reorganization or any scheme or arrangement for any of the foregoing;

f. Make any amendment or supplement to the constitutional documents that would affect the rights of any lender or agent under the facility agreement;

g. Make any material change in the nature of our business, including by way of undertaking any new project or expansion;

h. Effect any material change in the composition of the board of directors, management set up or ownership of our business;

i. Invest by way of share capital in, or lend, advance funds to, or place deposits with any other concern (including group entities) other than normal trade credit or security deposits in the usual course of business, or advances to employees;

j. Declare any dividend for any year except out of profits relating to that year after making necessary provisions, provided there is no occurrence of default;

k. Allow transfer or disposal of shareholding of any of the promoters in our equity/quasi equity capital or permit withdrawal of any subordinated loans or deposits obtained at any time by us, from our directors and their friends and associates to finance a part of the working capital requirements of make prepayment of any long term debt;

l. Execute any guarantees or indemnities in favour of any person or entity, except in the ordinary course of our business or as may be required within the terms of the facility agreement; and

m. Repay monies brought in by the promoter/directors/principal shareholders or their friends and relatives (except the money brought in by sponsors for debt servicing).

2. Our Company’s shares are required, at all times, to be owned directly as to at least 22% by the existing

promoters of the Company and such promoters are required to retain management control (power to direct the management and policies of the company, whether through ownership of voting capital, by contract or otherwise) of our Company;

3. Our Company cannot resort to double financing, either in foreign or in Indian currency, from any source,

against security of assets already secured in favour of lender(s);

4. The existing lender(s) will have the first right of refusal on any currency or interest rate derivative hedging transaction entered into by our Company;

5. Upon occurrence of default, the lender(s) will be entitled to appoint a nominee director to the board of

directors of our Company. Further, such director will not be required to hold any qualification and will not be liable to retire by rotation;

214

6. Our Company cannot enter into any arrangement, agreement or commitment with any person or pay any fees, commissions or other sums on any account whatsoever to any persons other than in the ordinary course of trading, at arm’s length and on normal commercial terms or as required by financing documents; and

7. Our Company is required to maintain insurance on the charged assets with financially sound and reputable

insurers and is also required to name the lender(s) as an additional assured and sole loss payee in each insurance policy.

Detail of Unsecured Borrowing

i. Foreign Currency Loan

Float Glass India Limited (“FGI ”) 8 and AGCL had entered into a loan agreement dated November 12, 2001 and a supplemental agreement dated September 12, 2011 (“Supplementary Agreement”) (collectively referred to as “Loan Agreement”) pursuant to which AGC has granted FGI an unsecured loan for an amount aggregating to ` 252.32 crores or USD 47.73 million for the purpose of repaying all loans availed by FGI. The key terms of the Loan Agreement are as under:

a. Disbursement: The aforesaid financial facilities have been granted by AGC by way of 4 scheduled

disbursements details of which are as under:

S. No. Date of Disbursement Amount Availed Maturity Date 9 1 November 19, 2001 9,961,000 November 19, 2011 2 December 3, 2001 8,316,000 December 3, 2011 3 April 22, 2002 20,452,000 April 22, 2012 4 May 7, 2002 9,000,000 May 7, 2012 Total 47,729,000

b. Interest: The aforesaid loan is interest free for an initial period of 8 years. After the expiry of which

the interest rate applicable to each advance of the loan or any relevant part thereof is the aggregate of six months LIBOR and 0.75%, applicable to the relevant interest period.

ii. Finance Lease Obligation

(i) Our Company has purchased certain products/services from Accenture Services Private Limited (“Accenture”). Further, to secure the payment due to Accenture for the aforesaid products/services, our Company has entered into 3 Installment Payment Agreements (“IPA ”) with SREI Equipment Finance Private Limited (“SREI”). The details of the aforementioned IPAs are as under:

IPA Agreement No. Purchase Price

Payment Structure Amount outstanding as on September 30, 2012

ASAHI/SREI/001 - INDIA ` 1.908 crore

Twelve (12) equal quarterly installments of ` 0.202 crore (approx.) commencing from April 1, 2012

` 1.66 crore

Asahi/AIS/CSO/IT/CAN/1112-10-INDIA

` 1.012 crore

Four (4) equal quarterly installments of ` 0.275 crore (approx.) commencing from June 1, 2012

` 0.52 crore

8 FGI has been merged with our Company on April 1, 2002. For further details, please the section titled “History and Certain

Corporate Matters”. 9 Pursuant to the Supplemental Agreement, the maturity dates of the aforesaid loans were extended for an additional period of

3 years. In this regard, our Company has also received a no-objection from the RBI through a letter dated November 18, 2011.

215

Asahi/AIS/CSO/IT/CAN/1112-11-INDIA

` 1.22 crore

Four (4) equal quarterly installments of ` 0.33 crore (approx.) commencing from June 1, 2012

` 0.63 crore

Total ` ` ` ` 2.81 crores

In the event our Company is unable to make payment of the amount due, on the due date, our Company will be required to pay an additional interest of 2% per month, or the maximum amount allowed by law.

(ii) Further, our Company has also availed a financial facility aggregating to ̀ 1.21 crores from SREI to purchase certain software pursuant to a loan cum hypothecation agreement dated June 1, 2012 (“Loan Agreement”) with SREI. Under the terms of the Loan Agreement, our Company is required to make equal quarterly installments of an amount aggregating to ` 0.17 crore till May 1, 2014.

iii. Short Term Loan

a. Citibank N.A. has, pursuant to its letter agreement dated June 13, 2012 (“Letter Agreement”) granted

our Company certain fund-based facilities up to an overall limit of ̀ equivalent of USD 10 million. The aforesaid facility comprises of a short term loan of an amount equal to the ` equivalent of USD 7,500,000 and Buyers credit financing for imports for an amount upto USD 2,500,000. The key terms of the Letter Agreement are as under:

i. Validity: The Letter Agreement is valid for a period of 1 year from the date of signing

Agreement;

ii. Final Repayment Date: The scheduled final repayment date, as agreed between Citibank and our Company, is June 13, 2013;

iii. Repayment Demand: The facilities may, without prior notice, be canceled, in whole or in part, at the bank’s sole discretion. Upon receipt of such notice, all outstanding amounts due under the aforesaid facilities shall become immediately due and payable; and

iv. Governing Law and Jurisdiction: The Letter Agreement is governed by Indian laws and the

courts of New Delhi have jurisdiction.

b. HDFC Bank has pursuant to its sanction letter dated May 12, 2012 and loan agreement dated May 14, 2012 granted our Company a short-term loan for an amount aggregating to ` 20 crores. The key terms of the sanction letter and loan agreement are as under:

i. Penal interest rate: In the event, our Company is unable to make payment of the amount due on

the due date, our Company will be required to pay an additional interest of 2% per month; and

ii. Repayment Date: Our Company is required to repay the aforesaid facility by way of 4 equal monthly installments of ̀ 5 crores each. The repayment will commence from October 2012.

216

FINANCIAL STATEMENTS

AUDITORS’ REPORT

To ASAHI INDIA GLASS LIMITED 38, Okhla Industrial Area, Phase-III, New Delhi-110020. Dear Sirs, We have examined the financial information of Asahi India Glass Limited (“AIS” or the “Company”), prepared by the Company and annexed to this report, in connection with the proposed rights issue of equity shares of Re. 1 each, on rights basis (referred to as the “Issue”), at such premium as may be decided by the Board of Directors or committee thereof. Such financial information, which has been approved by the Board of Directors or committee thereof, has been prepared in accordance with the requirements of: 1. paragraph B (1) of Part II of Schedule II to the Companies Act, 1956 (the “Act”); and

2. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

(“SEBI ICDR Regulations”), as amended to date. We have examined such financial information taking into consideration: • the terms of reference received from the Company vide their letter dated 15-01-2013, requesting us to carry out

work on such financial information, proposed to be included in the Draft Letter of Offer and Letter of Offer (collectively referred to as “offer document”) of the Company in connection with its proposed Issue;

• the (Revised) Guidance Note on Reports in Company Prospectuses issued by the Institute of Chartered Accountants of India.

A. Financial information as per Restated Unconsolidated Summary Statements

1. We have examined the attached Restated Unconsolidated Summary Statements of:

• assets and liabilities of the Company as at September 30, 2012, and March 31, 2012, 2011, 2010, 2009 and 2008 (Annexure-1);

• profits and losses of the Company for the six months period ended September 30, 2012, and each of the years ended March 31, 2012, 2011, 2010, 2009 and 2008(Annexure -2); and

• cash flows of the Company for the six months period ended September 30, 2012, and each of the years ended March 31, 2012, 2011, 2010, 2009 and 2008(Annexure-3).

which have been prepared by the Company and approved by its Board of Directors or committee thereof (these statements are hereinafter collectively referred to as the “Restated Unconsolidated Summary Statements”. These statements have been extracted by the management from the audited unconsolidated financial statements of the Company for the respective years.

2. The Restated Unconsolidated Summary Statements have been arrived at after making such adjustments and

regroupings as, in our opinion, are appropriate and more fully described in the notes appearing in Annexure-5A to this report. Based on our examination of these Restated Unconsolidated Summary Statements, we confirm that: • the impact arising on account of changes in accounting policies from those adopted by the Company

for the six months period ended September 30, 2012 has been adjusted with retrospective effect in the attached Restated Unconsolidated Summary Statements;

217

• material amounts relating to previous years have been adjusted in the Restated Unconsolidated Summary Statements in the years to which they relate;

• there are no extraordinary items, which need to be disclosed separately in the Restated Unconsolidated Summary Statements; and

• there are no qualifications in auditors’ reports that require an adjustment in the Restated Unconsolidated Summary Statements.

3. Summary of significant accounting policies adopted by the Company and material adjustments carried out

in the preparation of the audited unconsolidated financial statements for the six months period ended September 30, 2012 and the significant notes to the Restated Unconsolidated Summary Statements are enclosed as Annexure 5, 5A, 5B, 5C, 5D and 5E to this report.

B. Financial information as per Restated Consolidated Summary Statements

4. We have examined the attached Restated Consolidated Summary Statements of: • assets and liabilities of the Company, its subsidiaries and associates (hereafter referred to as “AIS

Group” as at September 30, 2012, and March 31, 2012, 2011, 2010, 2009 and 2008 (Annexure-1); • profits and losses of the AIS Group for the six months period ended September 30, 2012, and each of

the years ended March 31, 2012, 2011, 2010, 2009 and 2008 (Annexure-2); and • cash flows of the AIS Group for the six months period ended September 30, 2012, and each of the

years ended March 31, 2012, 2011, 2010, 2009 and 2008(Annexure-3)

which have been prepared by the Company and approved by its Board of Directors or committee thereof (these statements are hereinafter collectively referred to as the “Restated Consolidated Summary Statements”). These statements have been extracted by the management from the audited consolidated financial statements of the Company for the respective years.

The audited consolidated financial statements of AIS Group include financial statements of certain subsidiaries and associates listed in the table below, which were audited by the respective auditors, whose audit reports have been relied upon by us for the said years / periods. For the purpose of placing reliance on audit reports of respective auditors, we have not performed any additional procedures to assess adequacy or otherwise of procedures carried out by the respective auditors for issuing these audit reports. Name of the group entity Name of the respective

auditors of the entities Periods reported upon by other auditors

AIS Glass Solutions Ltd. Jand & Associates March-31,2008, 2009, 2010, 2011,2012 & September 30-2012

GX Glass Sales & services Limited

Jand & Associates March-31, 2011,2012 & September 30-2012

Integrated Glass Materials Ltd

Vikas Khanna & Co March-31, 2010, 2011,2012 & September 30-2012

Asahi India Map Auto Glass Ltd.

Jand & Associates (w.e.f. financial year ended March-31,2012 & onwards). Sunil K. Mangal & Associates (till financial year ended March 31,2011)

March-31,2008, 2009, 2010, 2011, 2012.

218

Name of the group entity Name of the respective auditors of the entities

Periods reported upon by other auditors

AIS Adhesives Ltd. A. Sharma & Co. March-31,2008, 2009, 2010, 2011,2012.

Vincotte International India Assessment Services Ltd.

S N Dhawan & Co March-31,2008, 2009, 2010, 2011,2012.

5. The Restated Consolidated Summary Statements have been arrived at after making such adjustments and regroupings as, in our opinion, are appropriate and more fully described in the notes appearing in Annexure-5A to this report. Based on our examination of these Restated Consolidated Summary Statements, we confirm that:

• the impact arising on account of changes in accounting policies from those adopted by the respective

entities within the AIS Group for the six months period ended September 30, 2012 has been adjusted with retrospective effect in the attached Restated Consolidated Summary Statements;

• material amounts relating to previous years have been adjusted in the attached Restated Consolidated Summary Statements in the years to which they relate;

• there are no extraordinary items, which need to be disclosed separately in the Restated Consolidated Summary Statements; and

• there are no qualifications in auditors’ reports that require an adjustment in the Restated Consolidated Summary Statements.

6. Summary of significant accounting policies adopted by the AIS Group and Material Adjustments carried out in the preparation of the Restated Consolidated Summary Statements and the Significant Notes thereto are enclosed as Annexure 5, 5A, 5B, 5C and 5D to this report.

C. Other financial information

7. We have examined the following unconsolidated financial information of the Company proposed to be

included in the Offer document, as approved by the Board of Directors of the Company and annexed to this report:

(i) Details of Secured Loan, as appearing in Annexure 4-A; (ii) Details of unsecured Loan, as appearing in Annexure 4-B; (iii) Other details of Secured/Unsecured Loans, as appearing in Annexure 4-C; (iv) Details of Investments as appearing in Annexure 4-D; (v) Details of Trade Receivables as appearing in Annexure 4-E; (vi) Details of Loans and Advances, Other current & Non-Current Assets, as appearing in Annexure 4-F; (vii) Details of Trade Payables, Other Non Current and Current Liabilities, as appearing in Annexure 4-G. (viii) Details of Provisions, as appearing in Annexure 4-H. (ix) Details of Other Income, as appearing in Annexure 4-I; (x) Statement of Tax Shelters, as appearing in Annexure 6; (xi) Statement of Accounting Ratios, as appearing in Annexure 7; (xii) Capitalisation Statement, as appearing in Annexure 8;

We further confirm that the Company has not declared any dividend on its equity shares during the six months period ended September 30, 2012, and each of the years ended March 31, 2012, 2011, 2010, 2009 and 2008.

219

8. We have examined the following consolidated financial information of the Company proposed to be included in the Offer document, as approved by the Board of Directors or committee thereof of the Company and annexed to this report:

(i) Details of Secured Loans, as appearing in Annexure 4-A; (ii) Details of Unsecured Loans, as appearing in Annexure 4-B; (iii) Other details of Secured/Unsecured Loans, as appearing in Annexure 4-C; (iv) Details of Investments, as appearing in Annexure 4-D; (v) Details of Trade Receivables, as appearing in Annexure 4-E (vi) Details of Loans & Advances, Other Current and Non Current Assets, as appearing in Annexure 4-F; (vii) Details of Trade Payables, Other Non Current and Current Liabilities, as appearing in Annexure 4-G; (viii) Details of Provisions, as appearing in Annexure 4-H; (ix) Details of Other Income, as appearing in Annexure 4-I; (x) Statement of Accounting Ratios, as appearing in Annexure -6; (xi) Capitalisation Statement as appearing in Annexure- 7;

9. In our opinion, the “financial information as per Restated Unconsolidated Summary Statements”, “financial information as per Restated Consolidated Summary Statements” and “Other financial information” referred to above have been prepared in accordance with Part II of Schedule II of the Act and SEBI ICDR Regulations.

10. This report should not be in any way be construed as a reissuance or redating of any of the previous audit

reports by us or by any of the other auditors. 11. We have no responsibility to update our report for events and circumstances occurring after the date of the

report.

12. This report is intended solely for your information and for inclusion in the offer document prepared in connection with the Issue of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent.

For Jagdish Sapra & Co. Chartered Accountants

Firm Registration No. 001378N

(CA VIPAL KALRA) Partner

M.No.084583 Place: New Delhi

Date: February 7, 2013

220

Annexure 1 RESTATED UNCONSOLIDATED STATEMENT OF ASSETS AND LIA BILITIES

(` In Crores)

Particulars

As at Sep 30,

As at March 31,

2012 2012 2011 2010 2009 2008 A Non-Current Assets Fixed Assets - Tangible Assets 1,216.07 1,252.11 1,117.10 1,168.63 1,343.04 1,199.07 - Intangible Assets 6.12 5.62 2.87 4.48 6.64 8.76 - Capital work-in-progress 19.99 21.16 80.79 36.36 33.80 36.56 - Impaired Assets held for disposal 1.16 1.23 1.27 1.25 1.19 1.09 Non Current Investments 15.71 15.71 8.39 6.99 6.39 5.92 Deferred Tax Assets (net) 67.83 44.17 16.15 26.97 24.08 - Long-Term Loans and Advances 49.01 50.42 99.00 80.10 65.12 70.33 Total(A) 1,375.89 1,390.42 1,325.57 1,324.78 1,480.26 1,321.73 B Current Assets Inventories 528.12 475.40 380.00 319.20 350.38 363.13 Trade Receivables 351.38 312.26 238.87 180.71 176.10 107.96 Cash and Cash Equivalents 18.18 16.63 21.68 12.18 16.87 16.39

Short-Term Loans and Advances 62.66 59.93 74.98 57.98 64.27 69.11

Other Current Assets 0.23 0.27 0.21 0.17 0.17 0.13 Total(B) 960.57 864.49 715.74 570.24 607.79 556.72 Total (X=A+B) 2,336.46 2,254.91 2,041.31 1,895.02 2,088.05 1,878.45 C Non-Current Liabilities Long-Term Borrowings 662.34 735.84 731.13 825.31 958.18 847.59 Deferred Tax Liability (net) - - - - - 32.65 Other Long-Term Liabilities 16.35 15.49 13.63 11.59 9.46 8.44 Total(C) 678.69 751.33 744.76 836.90 967.64 888.68 D Current Liabilities Short-Term Borrowings 744.54 620.59 590.03 426.66 544.64 502.72 Trade Payables 471.84 368.32 211.48 141.72 151.50 117.79 Other Current Liabilities 338.13 358.90 270.80 280.51 231.65 116.44 Short-Term Provisions 8.72 7.92 5.91 5.15 4.10 3.86 Total(D) 1,563.23 1,355.73 1,078.22 854.04 931.89 740.81 E Foreign Currency Monetary Item

Translation Difference Account (13.81) (11.80) - 0.55 (13.81) 6.43

Total(E) (13.81) (11.80) - 0.55 (13.81) 6.43 Total (Y=C+D+E) 2,228.11 2,095.26 1,822.98 1,691.49 1,885.72 1,635.92 F NET WORTH (X -Y) 108.35 159.65 218.33 203.53 202.33 242.53 Represented By: SHARE CAPITAL - Equity Shares 15.99 15.99 15.99 15.99 15.99 15.99 RESERVES & SURPLUS - Capital Redemption Reserve 13.95 13.95 13.95 13.95 13.95 13.95 - Amalgamation Reserve 6.37 6.37 6.37 6.37 6.37 6.37 - Capital Reserve 0.23 0.23 0.23 0.23 0.23 0.23 -General Reserve 155.21 155.21 155.21 155.21 155.21 155.21 - Surplus / (Deficit) Balance in Statement

of Profit & Loss (83.40) (32.10) 26.58 11.78 10.58 50.78

NET WORTH 108.35 159.65 218.33 203.53 202.33 242.53

221

Annexure 2 RESTATED UNCONSOLIDATED STATEMENT OF PROFIT & LOSS

Particulars

6 Months Ended Sep 30,

2012


A INCOME Revenue from Operations Turnover and Inter Division

Transfer 1,006.59 1,816.68 1,709.07 1,429.71 1,353.98 1,174.19

Less: Inter Unit Transfers 19.08 56.00 80.37 100.03 51.20 60.37 Turnover 987.51 1,760.68 1,628.70 1,329.68 1,302.78 1,113.82 Less: Excise Duty 74.36 114.94 110.49 66.95 84.57 120.29 Net Sales 913.15 1,645.74 1,518.21 1,262.73 1,218.21 993.53 Other Income 3.18 11.96 15.96 33.14 11.57 14.62 Total (A) 916.33 1,657.70 1,534.17 1,295.87 1,229.78 1,008.15 B EXPENDITURE Cost of materials consumed 328.16 566.42 462.12 334.94 350.80 310.34 Purchase of Stock in Trade 6.57 5.99 19.47 8.42 4.44 6.77 Changes in inventories of

finished goods, work-in-progress and Stock-in-Trade

(36.10) (71.54) (23.27) 40.32 4.69 (95.03)

Employee Benefits Expense 71.26 131.11 113.26 89.05 81.36 75.82 Finance Cost 85.07 147.43 127.84 127.85 124.35 84.77 Depreciation and Amortization

Expense 73.22 126.53 118.37 124.48 113.51 100.53

Other Expenses 463.11 838.46 690.76 572.50 646.53 552.22 Total (B) 991.29 1,744.40 1,508.55 1,297.56 1,325.68 1,035.42 C Profit / (Loss) before Tax and

extraordinary items (74.96) (86.70) 25.62 (1.69) (95.90) (27.27)

D Provision for Tax - Current Tax - - 5.12 - 1.02 1.57

- Deferred Tax (23.66) (28.02) 10.82 (2.89) (56.72) 8.76

- MAT Credit Entitlement - - 5.12 - - - E Net Profit / (Loss) after Tax but

before extraordinary items (51.30) (58.68) 14.80 1.20 (40.20) (37.60)

Less: Extraordinary items - - - - - - Net Profit / (Loss) before

Appropriation (51.30) (58.68) 14.80 1.20 (40.20) (37.60)

F Net Profit / (Loss) after Tax as

per the audited Financial Statements

(51.30) (58.73) 15.15 1.23 (40.60) 13.34


-AS-11 - - (0.71) (0.71) (0.73) (45.52) Restatement to prior period

items

-Prior period - 0.01 0.06 0.88 0.65 (1.57) -Tax adjustments - - 0.34 (0.20) 0.47 (4.14) -Quality Claims - 0.04 (0.04) 0.00 0.01 0.29 Total Adjustments - 0.05 (0.35) (0.03) 0.40 (50.94) G Net Profit / (Loss) after Tax as (51.30) (58.68) 14.80 1.20 (40.20) (37.60)

222

Particulars


2012


restated before Appropriation Appropriation Capital Redemption Reserve (on

redemption of preference shares) 0.00 0.00 0.00 0.00 0.00 6.00

Net Profit / (Loss) after Appropriation

(51.30) (58.68) 14.80 1.20 (40.20) (43.60)

H Balance brought forward from

previous year (32.10) 26.58 11.78 10.58 50.78 94.38

I Balance carried to Balance

Sheet (83.40) (32.10) 26.58 11.78 10.58 50.78

223

Annexure 3 RESTATED UNCONSOLIDATED STATEMENT OF CASH FLOW

(` In Crores)

Particulars

As at Sep 30,


2012 2012 2011 2010 2009 2008 A CASH FLOW FROM

OPERATING ACTIVITIES

Net Profit / (Loss) before Tax as restated

(74.96) (86.70) 25.62 (1.69) (95.90) (27.27)

Add /(Less) : Adjustments for Depreciation/Amortisation 73.22 126.53 118.37 124.48 113.51 100.53 Reversal of Impairment Loss 0.06 0.05 (0.02) (0.10) (0.14) (0.17) (Reversal) / Diminution in the

value of long term investments - - - (0.28) 0.28 -

Interest Paid 85.07 147.43 127.84 127.85 124.35 84.77 Interest Received (1.07) (2.15) (1.62) (1.50) (1.30) (1.81) Dividend Received - - (0.01) - - (0.07) Amortisation of Foreign Currency

Monetary Item Translation Difference Account

3.06 4.28 (1.33) (0.55) 6.91 (2.15)

(Profit) / Loss on Sale of Assets 0.32 0.50 0.41 (2.59) 1.34 (1.15) Operating Profit before Working

Capital changes 85.70 189.94 269.26 245.62 149.05 152.68

Adjustments for Working Capital changes :

- (Increase)/ Decrease in Trade Receivables

(40.40) (9.82) (83.73) (5.34) (60.50) (34.00)

- Increase/ (Decrease) in Trade Payables & other Current Liabilities

94.96 248.39 68.00 (61.86) 76.79 (15.47)

- (Increase)/Decrease in Inventories (52.72) (95.40) (60.80) 31.18 12.75 (121.68) Cash generated from / (Used in)

Operations 87.54 333.11 192.73 209.60 178.09 (18.47)

- Interest Paid

(85.07)

(147.43)

(127.84)

(127.85)

(124.35)

(84.77) - (Increase)/Decrease in Foreign

Currency Monetary Item Translation Difference Account

(5.07) (16.08) 0.78 14.91 (27.15) 8.58

- Direct Tax Paid 0.00 0.00 (5.12) 0.00 (1.02) (1.57) NET CASH INFLOW/ (USED)

IN OPERATING ACTIVITIES (2.60) 169.60 60.55 96.66 25.57 (96.23)

B CASH FLOW FROM INVESTING ACTIVITIES

- Purchase of Fixed Assets including CWIP and capital advances

(37.42) (206.28) (117.55) 36.62 (252.90) (57.01)

- Sale of Fixed Assets 0.59 1.12 2.24 7.58 1.41 4.61 - Purchase of Investments - (7.32) (1.40) (0.32) (0.75) - - Dividend Received - - 0.01 - - 0.07 - Interest Received 1.07 2.15 1.62 1.50 1.30 1.81 NET CASH INFLOW / (USED)

IN INVESTING ACTIVITIES (35.76) (210.33) (115.08) 45.38 -250.94 (50.52)

C CASH FLOW FROM FINANCING ACTIVITIES

- Redemption of Preference Shares - - - - - (6.00) - Proceeds from Long Term 24.56 229.84 112.04 244.10 229.73 77.19

224

Particulars

As at Sep 30,


2012 2012 2011 2010 2009 2008 Borrowings

- Repayment of Long Term Borrowings

(107.80) (224.38) (211.16) (208.87) (45.78) (37.09)

- Increase / (Decrease) from Short Term Borrowings

123.95 30.56 163.37 (181.90) 41.92 111.60

NET CASH INFLOW/ (USED) IN FINANCING ACTIVITIES

40.71 36.02 64.25 (146.67) 225.87 145.70

NET CASH AND CASH EQUIVALENTS INFLOW/(USED)

2.35 (4.71) 9.72 (4.63) 0.50 (1.05)

CASH AND CASH EQUIVALENTS (OPENING BALANCE)

15.61 20.32 10.60 15.23 14.73 15.78

CASH AND CASH

EQUIVALENTS (CLOSING BALANCE)

17.96 15.61 20.32 10.60 15.23 14.73

225

Annexure 4 A RESTATED UNCONSOLIDATED DETAILS OF SECURED LOAN

(` In Crores) Particulars

6 Months ended Sep 30, 2012

For the Year ended March 31, 2012 2011 2010 2009 2008

Long-Term Borrowings Non-Current - From Banks Foreign Currency Loans 270.18 312.20 304.81 392.61 580.55 547.00 Rupee Term Loans 110.88 147.22 186.38 217.25 130.00 100.00 - From Others Foreign Currency Loans 8.92 10.02 10.04 - - - Rupee Term Loans 18.94 22.06 17.00 1.10 5.50 9.05 Finance Lease Obligations 0.07 0.09 - - - - 408.99 491.59 518.23 610.96 716.05 656.05 Current Maturities *

- From Banks 190.79 205.43 211.01 213.99 110.93 35.50 - From Others 9.29 4.62 1.10 4.40 3.55 5.59 - From Finance Lease Obligation 0.05 0.04 - - - - 200.13 210.09 212.11 218.39 114.48 41.09 Total (A) 609.12 701.68 730.34 829.35 830.53 697.14 Short-Term Borrowings Cash Credit / Short Term Loan / Working Capital Demand Loan

- From Banks 510.25 446.07 467.73 398.53 453.70 375.45 - From Others 173.79 174.52 122.30 - - - Interest Accrued & Due * 0.67 1.16 1.61 0.27 - 0.03 Total (B) 684.71 621.75 591.64 398.80 453.70 375.48 TOTAL(A+B) 1,293.83 1,323.43 1,321.98 1,228.15 1,284.23 1,072.62

* Included under the head "Other Current Liabilities"

226

Annexure 4 B: RESTATED CONSOLIDATED DETAILS OF UNSECURED LOAN



2012


Long-Term Borrowings Non-Current - From Banks -

-

-

-

- -

- From Others Foreign Currency Loan from a related party - Asahi Glass Company Ltd., Japan

252.32 242.87 212.90 214.35 242.13 191.54

Finance Lease Obligations 1.03 1.38 - - - - Short-Term Borrowings 253.35 244.25 212.90 214.35 242.13 191.54 - From Banks 60.50 - - 28.13 90.94 127.26 Current Maturities * - From Finance Lease Obligation 2.99 2.77 - - - - There are no unsecured loans related to directors, promoters, group companies, or any other related party except as stated above.

TOTAL 316.84 247.02 212.90 242.48 333.07 318.80 *Included under the head “Other Current Liabilities”

227

ANNEXURE 4C UNCONSOLIDATED RESTATED DETAILS OF SECURED /UNSECUR ED LOANS

(` In Crores)

Lender Loan Documentation

Loan Amount Sanction

ed

Loan (excluding interest)

outstanding as at Sep 30, 2012

Due Date of Repayment

Security Details of Re-schedulement/

Prepayment/ Penalty/

Default, if any Secured Loan Foreign Currency Loans

Citibank 28-Jun-05

$65.0 MIO

121.29 17 equal half yearly instalment commencing from Jun 2007 of $3.82

mio each

First Pari-passu charge on Roorkee Float Plant

Movable and Immovable fixed assets both present & future

None


22-Aug-11

$10.0 MIO

52.87 11 half yearly installment

commencing from Sep 2013

4 installemtsof $0.5 mio each, 3 installments of $1.0 mio each and 4 installments of $1.25

mio each

First Pari-passu charge on Rewari Plant

Movable and Immovable assets both present & future. Paid

penal interest @ 1% per annum for non-

perfection of security.

None

EXIM BANK 22-Oct-10

$2.25 MIO

11.89 16 equal quarterly installment

commencing from Nov 2012 of $0.14 mio each

First Pari-passu charge on T-7, Taloja Fixed Assets (movable &

Immovable)

None

ICICI Bank 8-Feb-06 $10.0 MIO

26.43 14 equal half yearly instalments

commencing from Aug 2009 of $0.71 mio each



None

ICICI Bank 13-Feb-07

$14.60 MIO


commencing from Mar 2011 of $1.22 mio each


Movable and Immovable fixed assets and Immovable Assets of Roorkee Auto Plant both present & future

None

ICICI Bank 20-Mar-07

$10.40 MIO


commencing from May 2011 of $0.87 mio each

First Pari-passu charge on Chennai Auto Plant Movable fixed assets and Immovable assets of T-16 Plant Taloja both present & future

None

State Bank of India

20-Mar-06

$25.0 MIO

66.08 8 equal yearly instalments

commencing from Apr 2009 of $3.13 mio each

First Pari-passu charge on Movable and

Immovable fixed assets at Chennai Auto Plant

and Roorkee Float Plant both present & future

None

Sub Total (A)

371.25

Rupee Term Loans

State Bank of India

29-Mar-08

100.00 20.00 5 half yearly instalment commencing from Mar

First Pari-passu charge on Rewari Plant

The loan got re-phased vide letter

228



ed






Default, if any 2011 of ̀ 20.0 cr each Movable and

Immovable Fixed Assets both present &

future

dated June 05, 2009 and moratorium

increased from 1 year to 3 year.


30-Mar-10

75.00 16.88 Initial 10% in 12 equal monthly instalment

commecning from Apr 2010 and balance 90% in 24 equal monthly

instalments

First Pari-passu charge on Chennai Auto Plant


None

State Bank of Mysore

29-Jan-10

15.00 9.38 8 equal quarterly instalments

commencing from Jan 2012 of ̀ 1.88 cr each.

First Pari-passu charge on T-16 Taloja Plant

Movable Fixed Assets both present & future

None


29-Jan-10


commencing from Jan 2012 of ̀ 1.25 cr each.


Movable and ImmovableFixed Assets both present & future

None

ICICI Bank 30-Nov-10

45.00 45.00 8 equal half yearly instalments

commencing from Jun 2013 of ̀ 5.63 cr each.



None

ICICI Bank 30-Nov-10

40.00 40.00 8 equal half yearly instalments

commencing from Sep 2013 of ̀ 5.00 cr each.

First Pari-passu charge on T-7, Taloja,


None

Yes Bank 29-Mar-12

45.00 39.70 `2.0 cr paid in Feb 2012 and balance in 17

equal quarterly instalments of ̀1.65 cr

each.

First Pari-passu charge on Rewari Movable &


future

None

Yes Bank 29-Mar-12


commencing from May 2012 of ̀ 2.35 cr each.

First Pari-passu charge on Roorkee Movable &


future

None

EXIM Bank 22-Oct-10


commencing from Nov 2012 of ̀ 1.58 cr each.

First Pari-passu charge on T-7, Taloja Fixed Assets (movable &

Immovable)

None

Kotak Mahindra Prime Limited

31-Dec-11

0.14 0.12 36 equal monthly instalment commencing

from Feb 2012

Hypothecation of Vehicle

None

Sub Total (B) 237.88 Short Term Borrowings

Bank of Tokyo-Mitsubishi UFJ

12-Oct-11

45.00 44.85 Annual / Half Year renewal

First pari-passu charge on Current Assets of the

Company

None

Mizuho Corporate Bank

1-Sep-10 50.00 49.66 First pari-passu charge on Current Assets and

Second Charge on Fixed Assets of the

None

229



ed






Default, if any Company

State Bank of India

24-Jun-06

100.00 99.19 First pari-passu charge on Current Assets of the

Company. Equitable mortgage by way of deposit of title deeds

pertaining to property at Bawal plant

None


13-Dec-07

75.00 74.56 First pari-passu charge on Current Assets and


Company

None

State Bank of Hyderabad

25-Sep-09

75.00 75.17 First pari-passu charge on Current Assets and


Company

None

Jammu & Kashmir Bank

7-Apr-11 25.00 24.83 First pari-passu charge on Current Assets of the

Company

None

HDFC Bank 23-Feb-10


Company

None


21-May-12


Company

None


21-May-12

$5.0 MIO

26.43 None

EXIM Bank 20-Jul-10


Company

None

EXIM Bank 9-Jun-12 150.00 150.00 Subservient Charges on Fixed Assets of the

Company

None

Citibank 16-Mar-10

8.30 7.98 Second Charge on Current Assets of the

Company

None

ICICI Bank 27-Jul-11

10.00 9.86 First Pari-passu charge on T-16 Taloja Plant

Movable Fixed Assets

None


21-May-12

27.00 27.00 First Pari-passu charge on Chennai Auto Plant


None

Sub Total (C)

684.03

Grand Total (A) + (B) + (C)

1293.15

Unsecured Loans

Asahi Glass Company,

12-Nov-01

$47.73 Mio

252.32 Repayable in 4 instalments of $10.0

Not Applicable The loan got re-phased vide

230



ed






Default, if any Japan mio, $8.3 mio, $20.5

mio and $9.0 mio in Nov 2014, Dec 2014, Apr 2015 and May 2015 respectively.

supplemental agreement dated

September 20, 2011 and repayment schedule got

extended for a period of 3 years.

SREI Equipment Finance Limited

30-Dec-11

1.91 1.66 12 Quarterly equated Instalments (including interest) of ̀ 0.20 cr

each commencing from Apr 2012

Not Applicable None


29-Mar-12


each commencing from Jun 2012

Not Applicable None


29-Mar-12


each commencing from Jun 2012

Not Applicable None

SREI Equipment Finance Limited*

1-Jun-12 1.21 1.21 8 Quarterly equated Instalments (including interest) of ̀ 0.175 cr

each commencing from Aug 2012

Not Applicable None

HDFC Bank^ 12-May-12

20.00 20.00 Repayable in 4 monthly instalments of ̀5.00 cr each commencing from

Oct 2012.

Not Applicable None

Citibank^ 13-Jun-12

40.50 40.50 Repayable on Jun 2013 Not Applicable None

Sub Total (D)

316.84

Grand Total (A) + (B) + (C) + (D)

1610.00

* The balance outstanding as on Sep 30, 2012 is before incorporating repayment of `0.13 cr which was paid on due date but accounted in liability Account.

^ Repayable on demand

231

Annexure 4 D: UNCONSOLIDATED RESTATED DETAILS OF INVESTMENTS

(` In Crores)

As at Sep 30, 2012

As at March 31st 2012 2011 2010 2009 2008

Nos. Book Value

(`)

Nos. Book Value

(`)

Nos. Book Value

(`)

Nos. Book Value

(`)

Nos. Book Value

(`)

Nos. Book Value

(`) Non-Current Investments

Long Term Investments - At Cost

In Equity Instruments - fully paid

Trade: Associates: AIS Adhesives Ltd. Equity shares of ̀ 10 each 1049895 1.05 1049895 1.05 1049895 1.05 1049895 1.05 1049895 1.05 349965 0.35 Asahi India Map Auto Glass Ltd.

Equity shares of ̀ 10 each 100000 1.92 100000 1.92 100000 1.92 100000 1.92 100000 1.92 100000 1.92 Vincotte International India Assessment Services Pvt Ltd

Equity shares of ̀ 100 each

33000 0.33 33000 0.33 33000 0.33 33000 0.33 33000 0.33 33000 0.33

Subsidiary Companies: AIS Glass Solutions Ltd Equity shares of ̀ 10 each 3281999 3.28 3281999 3.28 3281999 3.28 3281999 3.28 2960000 2.96 2960000 2.96 GX Glass Sales & Services Ltd.

Equity shares of ̀ 10 each 2995000 3.00 2995000 3.00 50000 0.05 - - - - - - Integrated Glass Materials Ltd.

Equity shares of ̀ 10 each 1400000 1.40 1400000 1.40 1400000 1.40 50000 0.05 50000 0.05 - - Others: Beta Wind Farm Private Limited

Equity shares of ̀ 10 each 618831 1.18 618831 1.18 - - - - - - - - Caparo Power Private Ltd. Equity shares of ̀ 10 each 3186484 3.19 3186484 3.19 - - - - - - - - Jamna Auto Industries Ltd.

Equity shares of ̀ 10 each 82500 0.36 82500 0.36 82500 0.36 82500 0.36 82500 0.36 82500 0.36 In Government Securities: National Saving Certificates*

Others: 5 (5) shares of Taloja CETP Co-Operative Society Ltd*

Less: Diminution in Investment

- - - - 0.28 -

15.71 15.71 8.39 6.99 6.39 5.92 Break - up : Quoted Investments 0.36 0.36 0.36 0.36 0.08 0.36

232

As at Sep 30, 2012

As at March 31st 2012 2011 2010 2009 2008

Nos. Book Value

(`)

Nos. Book Value

(`)

Nos. Book Value

(`)

Nos. Book Value

(`)

Nos. Book Value

(`)

Nos. Book Value

(`) Unquoted Investments 15.35 15.35 8.03 6.63 6.31 5.56 15.71 15.71 8.39 6.99 6.39 5.92 Market Value of Quoted Investments

0.98 0.87 1.11 0.68 0.08 0.51

0.98 0.87 1.11 0.68 0.08 0.51 * Rounded off to Nil being less than `1.0 lac.

233

Annexure 4 E: RESTATED UNCONSOLIDATED DETAILS OF TRADE RECEIVABLE

(` In Crores)

Particulars


2012


Outstanding for a period exceeding six months 60.99 54.73 26.46 26.82 20.99 7.98 Other debts 291.50 258.65 213.48 154.91 155.81 100.71 - Related Parties 83.23 73.40 38.00 25.14 25.34 14.27 - Others* 269.26 239.98 201.94 156.59 151.46 94.42 Provision for Doubtful Debts (1.11) (1.12) (1.07) (1.02) (0.70) (0.73) TOTAL 351.38 312.26 238.87 180.71 176.10 107.96 Out of above Considered Good - Secured 5.54 8.14 5.75 3.78 3.31 2.80 - Unsecured 346.95 305.24 234.19 177.95 173.49 105.89 Considered Doubtful 1.11 1.12 1.07 1.02 0.70 0.73 - Related Parties AIS Glass Solutions Limited 71.03 64.66 25.10 14.22 10.79 6.34 GX Glass Sales & Services Ltd. 0.77 0.00 0.03 0.00 0.00 0.00 Asahi India Map Auto Glass Ltd. 9.73 6.39 7.60 6.65 7.90 7.67 AGC Automotive Phillipines, Inc. 0.00 0.08 0.15 0.15 0.00 0.02 AGC Flat Glass Asia Pacific Pte Ltd. 0.18 0.01 0.03 0.00 0.01 0.00 AGC Glass Europe (Formerly AGC Flat Glass Europe) 0.01 0.01 5.09 4.10 5.42 0.22 Glaverbel S.A. 0.00 0.00 0.00 0.00 0.00 0.02 AGC FLAT GLASS KLIN LLC 0.00 0.00 0.00 0.00 1.20 0.00 AGC Automotive Europe S.A. 1.43 2.23 0.00 0.00 0.00 0.00 Asahi Glass Co., Ltd. Japan 0.08 0.02 0.00 0.02 0.02 0.00

Related Parties Total 83.23 73.40 38.00 25.14 25.34 14.27 *Includes amount due from Maruti Suzuki India Limit ed, Promoter of the Company not a Related Party under AS-18

19.59 14.70 26.26 24.63 20.37 2.91

Note:- There are no trade receivables related to directors, promoters, group companies, or any other related party except as stated above.

234

Annexure 4 F:

RESTATED UNCONSOLIDATED DETAILS OF LOANS & ADVANCES , OTHER CURRENT & NON-CURRENT ASSETS



2012


Long-Term Loans Non-Current - Capital Advances 3.29 2.73 21.63 16.38 8.42 17.13 - Security Deposits 16.92 17.85 15.19 13.29 12.79 13.94 - MAT credit recoverable 17.12 17.12 17.12 12.00 12.00 12.00 - Others - Prepaid Expenses 1.03 2.07 3.59 5.31 7.61 10.50 38.36 39.77 57.53 46.98 40.82 53.57 - Related Parties 10.65 10.65 41.47 33.12 24.30 16.76 Total (A) 49.01 50.42 99.00 80.10 65.12 70.33 - Related Parties AIS Glass Solutions Limited 10.47 10.47 38.90 32.94 24.12 16.58 GX Glass Sales & Services Ltd. - - 2.39 - - - R S Estates Pvt Ltd. 0.18 0.18 0.18 0.18 0.18 0.18 Related Parties Total 10.65 10.65 41.47 33.12 24.30 16.76 Short-Term Loans - Against supply of goods and services 38.47 35.31 41.21 35.72 31.70 24.70 - Prepaid Expenses 7.23 6.56 12.45 6.73 7.12 7.55 - Advance Income Tax (Net of provision)

6.28 5.39 2.56 3.18 2.27 2.22

- Advances with Government Authorities

6.44 9.20 14.16 9.74 22.96 34.06

- Related Parties 4.24 3.47 4.60 2.61 0.22 0.58 Short Term Loans (B) 62.66 59.93 74.98 57.98 64.27 69.11 - Related Parties GX Glass Sales & Services Ltd. 0.15 0.15 0.00 0.00 0.00 0.00 Integrated Glass Materials Limited 4.09 3.02 4.59 2.61 0.00 0.00 Shield Autoglass Ltd. 0.00 0.00 0.01 0.00 0.00 0.00 Crompton Greaves Ltd. 0.00 0.00 0.00 0.00 0.00 0.01 Mr P.L. Safaya 0.00 0.00 0.00 0.00 0.02 0.10 Mr Sanjay Labroo 0.00 0.30 0.00 0.00 0.05 0.00 AGC Automotive Phillipines, Inc. 0.00 0.00 0.00 0.00 0.02 0.00 AGC Technology Solutions Co., Ltd. 0.00 0.00 0.00 0.00 0.13 0.00 AGC Flat Glass Asia Pacific Pte Ltd. 0.00 0.00 0.00 0.00 0.00 0.47

Related Parties Total 4.24 3.47 4.60 2.61 0.22 0.58 Other Current Assets Interest accrued on Investments and Government Deposits

0.23 0.27 0.21 0.17 0.17 0.13

Total (C) 0.23 0.27 0.21 0.17 0.17 0.13 TOTAL (A+B+C) 111.90 110.62 174.19 138.25 129.56 139.57 Note:- There is no amount due from directors, promoters, group companies, or any other related party except as stated above.

235

Annexure 4 G: RESTATED UNCONSOLIDATED DETAILS OF TRADES PAYABLE, OTHER NON CURRENT AND

CURRENT LIABILITIES


6 Months Ended

Sep 30, 2012 For the Year ended March 31,

2012 2011 2010 2009 2008 Trade Payable - Micro, Small and Medium Enterprises

5.04 3.27 1.31 0.83 - -

- Others 466.80 365.05 210.17 140.89 151.50 117.79 471.84 368.32 211.48 141.72 151.50 117.79 Other Long-Term Liabilities 16.35 15.49 13.63 11.59 9.46 8.44 16.35 15.49 13.63 11.59 9.46 8.44 Other Current Liabilities Current Maturities of Long-Term Debts (as per Annexure-4A)

203.12 212.86 212.11 218.39 114.48 41.09

Interest accrued but not due 12.31 7.86 8.98 11.54 15.87 10.81 Interest accrued & due (as per Annexure-4A)

0.67 1.16 1.61 0.27 - 0.03

Unpaid Dividends 0.22 1.02 1.40 1.57 1.64 1.66 Accrued salaries and benefits 9.97 7.70 6.02 5.38 4.57 4.83 Statutory dues 33.67 24.52 14.61 14.72 14.75 14.30 Creditors for Capital Goods 21.40 17.13 9.77 6.69 17.55 22.66 Advances from customers 31.68 66.18 6.04 12.28 35.72 6.69 Royalty 25.09 20.47 10.26 9.67 27.07 14.37 338.13 358.90 270.80 280.51 231.65 116.44 TOTAL 826.32 742.71 495.91 433.82 392.61 242.67

236

Annexure 4 H: RESTATED UNCONSOLIDATED DETAILS OF PROVISIONS



2012 For the Year ended March 31,

2012 2011 2010 2009 2008 Long-Term Provisions - - - - - - - Total (A) - - - - - - Short-Term Provisions Leave Encashment 2.05 2.08 1.64 2.49 1.93 2.02 Gratuity 6.37 5.53 3.92 1.44 1.38 0.85 Taxation 0.00 0.00 0.00 0.55 0.49 0.67 Superannuation 0.30 0.31 0.35 0.67 0.30 0.32 Total (B) 8.72 7.92 5.91 5.15 4.10 3.86 TOTAL (A+B) 8.72 7.92 5.91 5.15 4.10 3.86

237

Annexure 4 I:

RESTATED UNCONSOLIDATED DETAILS OF OTHER INCOME (` In Crores)

Particulars


For the Year ended March 31, 2012 2011 2010 2009 2008 Remarks

Interest Income 1.07 2.15 1.62 1.50 1.30 1.81 Incidental Dividend Income on Long Term Investments

- - 0.01 - - 0.07 Incidental

Net gain on foreign currencytransactions & translation

- - 5.54 15.29 - 4.77 Related

Liabilities & Provisions written back

0.02 4.63 1.16 4.50 0.73 1.02 Related

Rent 0.02 0.04 0.04 0.02 0.02 0.02 Incidental Profit on sale of Fixed assets - - - 2.59 - 1.15 Related Amortisation of Foreign Currency Monetary Items Translation Difference Account

- - 1.33 0.55 - 2.15 Related

Adjustment to the carrying amount of investment

- - - 0.28 - - Incidental

Commission received 1.09 0.82 1.07 0.99 1.31 1.11 Related Miscellaneous income 0.30 3.28 3.33 5.93 4.90 0.87 Related Export incentive 0.68 1.04 1.86 1.49 3.31 1.65 Related Total Other Income 3.18 11.96 15.96 33.14 11.57 14.62 Net Profit / (Loss) before Tax, as Restated (B)

(74.96) (86.70) 25.62 (1.69) (95.90) (27.27)

Other Income as a % of (B) above (Refer Note No.3)

62.30%

Note:- 1. The other income as mentioned above is on account of ordinary business activities except other non-operating Income. 2. The classification of income as recurring/ non-recurring and classification as incidental to business activity is based on the

Company's current operations and its business activities, as determined by the Management. 3. The Company has incurred losses during the period/years mentioned above, therefore the percentage of other income with

respect to Net profit/(loss) before tax cannot be meaningfully calculated.

238

Annexure 5 UNCONSOLIDATED SIGNIFICANT ACCOUNTING POLICIES

1. Basis for preparation of Accounts (AS-1)

The financial statements are prepared under the historical cost convention, in accordance with applicable mandatory accounting standards prescribed under the Companies (Accounting Standards), Rules, 2006 and the relevant provisions of the Companies Act, 1956. All assets and liabilities have been classified as current and non-current as per Company's normal operating cycle and the criteria set out in Revised Schedule VI to the Companies Act, 1956. The Company has ascertained its operating cycle as 12 months for the purpose of current / non-current classification of assets and liabilities.

2. Fixed Assets (AS-10, AS-16)

i) Fixed assets are carried at the cost of acquisition less accumulated depreciation. The cost of Fixed assets include taxes, (net of tax credits as applicable), duties, freight and other incidental expenses related to the acquisition and installation of the respective assets. Interest on borrowed funds attributable to the qualifying assets up to the period such assets are put to use, is included in the cost of fixed assets.

ii) Capital work in progress includes expenditure during construction period incurred on projects under implementation.

iii) Project expenses are allocated to respective fixed assets on completion of the project i.e. when it is ready for commercial production. Specific items of expenditure that can be identified for any particular asset are allocated directly to related assets head. Where such direct allocation is not possible, allocation is made on the basis of method most appropriate to a particular case. Sales and other income earned before the completion of the project are reduced from project expenses.

iv) Assets identified and evaluated technically as obsolete and held for disposal are stated at lower of book value and estimated net realizable value/salvage value.

3. Depreciation / Amortisation (AS-6, AS-26)

Tangible Assets

i) Depreciation on fixed assets is provided on Straight Line Method (SLM) at the rates and in the manner provided in Schedule XIV of the Companies Act, 1956 except building on leasehold land depreciated over the period of lease.

ii) Leasehold land is depreciated over the period of lease. iii) Assets costing up to ` 5000/- each are depreciated fully in the year of purchase. iv) Fixed assets not represented by physical assets owned by the Company are amortised over a period of five

years.

Intangible Assets

Computer Software and E-mark charges are amortised over a period of five years proportionately when such assets are available for use.

4. Inventories (AS-2)

Inventories are valued at lower of cost or net realizable value except waste which is valued at estimated realizable value as certified by the Management. The basis of determining cost for various categories of inventories are as follows:

• Stores, Spares & Raw Material:-Weighted average cost (except stores segregated for specific purposes and materials in transit valued at their specific cost).

239

• Work in progress and finished goods :- Material cost plus appropriate share of production overheads and excise duty wherever applicable

• Stock in Trade :- First in First out method based on actual cost

5. Investments (AS-13)

Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long term investments.

Current investments are carried at the lower of cost or fair value. Long term investments are carried at cost less permanent diminution in value, if any.

6. Revenue Recognition (AS-9)

Sale of goods is recognised at the point of dispatch to the customer. Sales are stated gross of excise duty as well as net of excise duty; excise duty being the amount included in the amount of gross turnover. Sales exclude VAT/Sales tax and are net of returns and transit insurance claims short received.

Earnings from investments, are accrued or taken into revenue in full on declaration or receipts.

Profit/loss on sale of raw materials and stores stand adjusted in their consumption account.

7. Governments Grants (AS-12)

Central Investment Subsidy & DG set subsidy is treated as Capital Reserve. Export incentives are credited to the statement of Profit and Loss.

8. Leases (AS-19)

Lease arrangements, where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognized as an operating lease and lease rentals thereon are charged to the Statement of Profit and Loss.

9. Employees benefits (AS-15)

Contribution to Defined Contribution Scheme such as Provident Fund etc. are charged to the Statement of Profit and Loss as incurred. The Company has a scheme of Superannuation Fund in Float SBU towards retirement benefits where the Company has no liability other than its annual contribution. The Gratuity Fund benefits are administered by a Trust recognized by Income Tax Authorities through the Group Gratuity Schemes. The liability for gratuity at the end of each financial year is determined on the basis of actuarial valuation carried out by the Insurer’s actuary on the basis of projected unit credit method as confirmed to the Company. Company’s contributions are charged to the Statement of Profit and Loss. Profits and losses arising out of actuarial valuations are recognized in the Statement of Profit and Loss as income or expense.

The Company provides for the encashment of leave as per certain rules. The employees are entitled to accumulated leave subject to certain limits, for future encashment/availment. In Float SBU the liability is provided based on the number of days of unutilized leave at each balance sheet date on the basis of actuarial valuation using projected unit credit method.

Liability on account of short term employee benefits comprising largely of compensated absences, bonus and other incentives is recognized on an undiscounted accrual basis. Termination benefits are recognized as an expense in the Statement of Profit and Loss.

240

10. Foreign Exchange Transactions (AS-11)

Transactions in foreign currency are recorded on initial recognition at the exchange rate prevailing at the time of the transaction. Transactions outstanding at the year end are translated at exchange rates prevailing at the year end and the profit/loss so determined is recognized in the Statement of Profit and Loss. The Company has opted for accounting the exchange differences, arising on reporting of long term foreign currency monetary items as per notification dated 31st March, 2009 further amended by notifications dated 11.05.2011 and 29.12.2011 issued by the Ministry of Corporate Affairs, Government of India.

11. Derivatives Instruments (AS-11, AS-30)

The Company uses derivative financial instruments such as forward exchange contracts, currency swaps etc. to hedge its risk associated with foreign currency fluctuations relating to the firm commitment. The premium or discount arising at the inception of such contracts is amortised as expense or income over the life of the contract. Derivative contracts outstanding at the balance sheet date are marked to market and resulting profit / loss, if any, is provided for in the financial statements. Any profit or loss arising on cancellation of instrument is recognized as income or expense for the period.

12. Taxation (AS-22)

Current tax is determined as the amount of tax payable in respect of taxable income in accordance with relevant tax rates and tax laws. Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets are recognized only to the extent there is virtual certainty and convincing evidence that there will be sufficient future taxable income available to realize such assets.

13. Impairment of Assets (AS-28)

Regular review is done to determine whether there is any indication of impairment of the carrying amount of the Company’s fixed assets. If any such indication exists, impairment loss i.e. the amount by which the carrying amount of an asset exceeds its recoverable amount is provided in the books of accounts. In case there is any indication that an impairment loss recognized for an asset in prior accounting periods no longer exists or may have decreased, the recoverable value is reassessed and the reversal of impairment loss is recognized as income in the Statement of Profit and Loss.

14. Provisions & Contingencies (AS-29)

A provision is recognized when the Company has a present obligation as a result of a past event and it is probable that an outflow of resources would be required to settle the obligation, and in respect of which a reliable estimate can be made.

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 cannot be made.

241

Annexure 5A 1. Previous Year Expenses

In the financial statements, for the year ended March 31, 2008, March 31, 2009, March 31, 2010, March 31, 2011 and March 31, 2012, prior period expenditure/income had been charged to the Statement of Profit and Loss. Accordingly, for the purpose of Restated summary statement, the said items have been appropriately adjusted in respective years to which they are related.

2. Change in accounting policy for accounting of "The Effects of Changes in the Foreign Exchange Rates"

In accordance with Companies (Accounting Standards) Amendments Rules 2009, the company had exercised the option of adjusting exchange differences arising on reporting of long term foreign currency monetary items related to acquisition of capital assets in the cost of the assets to be amortised over the balance life of the capital asset as prescribed in the Notification dated March 31, 2009 which was effective in respect of capital assets acquired on or after December 26, 2006 and exchange differences on other long term foreign currency monetary items were accumulated in a "Foreign Currency Monetary Items Translation Difference Account" to be amortised over the balance period of such long term asset/liability. Accordingly, for the purpose of Restated summary statements the effect of Notification dated March 31, 2009 including deferred tax adjustments have also been accounted for the year March 31, 2008 and onwards.

3. Quality Claims

In the financial statements, for the year ended March 31, 2008, March 31, 2009, and March 31, 2011 raw material consumption included adjustments on account of settlement of quality claims. Accordingly, for the purpose of Restated summary statement, the said differences have been appropriately adjusted in respective years to which they are related.

4. Tax adjustment for earlier years

In the financial statements, for the year ended March 31, 2008, March 31, 2009, March 31, 2010 and March 31, 2011 tax adjustments relating to earlier years had been charged to the Statement of profit & loss. Accordingly, for the purpose of Restated summary statement, the said items have been appropriately adjusted in respective years to which they are related.

Table reflecting reconciliation of Audited Reserves & Surplus with Restated Reserves & Surplus

(` In Crores) Particulars 6 Month Ended

Sep 30, 2012 For the year ended 31st March

2012 2011 2010 2009 2008 Reserves & Surplus as per audited financial statements

92.34 143.64 202.37 187.22 185.99 278.46

Adjustments prior to Mar 2008 & up to previous year

0.02 -0.03

0.32

0.35

-4.26

-0.98

Prior period Adjustments - 0.01

0.06

0.88

0.65

-1.57

Adjustment of account of "The Effects of Changes in the Foreign Exchange Rates"

- -

-0.71

-0.71

-0.73

-45.52

Adjustment for change in accounting policy for Quality Claims

- 0.04

-0.04

-

0.01

0.29

Current Tax (MAT) - -

-

-

-

-

Tax adjustment of earlier years - -

0.34

-0.20

4.68

-4.14

Deferred Tax impact on above adjustments - - - - - - Reserves & Surplus as per restated financial statements

92.36 143.66 202.34 187.54 186.34 226.54

242

Annexure 5B OTHER NOTES TO ACCOUNTS (UNCONSOLIDATED)

1 Contingent Liabilities & Commitments (to the extent not provided for)

(` In Crores)

Particulars

As at Sep 30, 2012

As at March 31, 2012 2011 2010 2009 2008

a. Claims against the Company not acknowledged as debts (excluding interest and penalty which may be payable on such claims)

i) Excise & Custom Duty 12.86 13.28 13.47 27.84 27.37 25.83 ii) Disputed income tax / wealth tax demands 3.80 3.87 3.67 0.10 0.10 0.17 iii Disputed sales tax demands 10.91 10.91 9.87 9.68 25.64 - b. Guarantees i) Bank Guarantee and Letter of Credit Outstanding 44.86 30.51 30.28 26.46 29.88 40.05 ii) Corporate Guarantees 84.10 82.01 71.06 51.68 51.67 51.66 c. Others i) Others - - - - 0.13 1.18 ii) Channel Financing from Bank 11.96 9.47 9.33 11.54 12.23 14.27

2 Capital Commitments


As at Sep 30,

2012 As at March 31,

2012 2011 2010 2009 2008 Estimate amount of contracts remaining to be executed on capital account and not provided for

2.25 2.08 30.72 10.26 4.09 26.27

3 Employees Benefits

a) Defined Contribution Plan:

The Company has recognised the following amount of Contributions toward defined contribution plan as expense in the Profit and Loss Account.

(` In Crores)

Particulars

As at Sep 30, 2012 For the Year ended March 31, 2012 2011 2010 2009 2008

Provident Fund 2.38 4.40 3.87 3.29 3.05 2.65 Superannuation Fund 0.24 0.45 0.43 0.39 0.42 0.39 Employee State Insurance 0.09 0.16 0.11 0.08 0.18 0.16

b) Defined Benefit Plan:

The Company has defined benefit plans in respect of gratuity and leave encashment. Valuation in respect of gratuity and leave encashment has been carried out by an independent actuary, as at the Balance sheet date on Project Unit Credit method.

The following table summarizes the components of net benefit/ expenses recognized in the Profit and Loss Account, the funded status and amounts recognized in the Balance Sheet for the respective plans:

(i) Reconciliation of opening and closing balances of obligation

(` In Crores)

Particulars


a) Present value of obligation as at beginning of the period 10.11 7.83 4.83 4.61 4.14 2.66 b) Interest cost 0.43 0.65 0.41 0.46 0.41 0.21 c) PastService cost - - 0.45 - - -

243

Particulars


d) Current Service cost 0.21 0.71 0.46 0.46 0.42 0.53 e) Benefits paid - (0.87) (0.41) (0.45) (0.64) (0.48) f) Actuarial (gain)/ loss on obligation 0.22 1.79 2.09 (0.25) 0.28 1.22 g) Present value of obligation as at end of the period

10.97 10.11 7.83 4.83 4.61 4.14

(ii) Reconciliation of opening and closing defined benefit assets



a) Present Value of Plan Assets as at beginning of the year 4.58 3.91 3.39 3.24 3.29 2.42 b) Expected return on planned assets 0.19 0.31 0.32 0.29 0.30 0.19 c) Contribution paid - 1.00 0.85 0.39 0.39 1.10 d) Benefits paid - (0.87) (0.41) (0.45) (0.64) (0.48) e) Actuarial (Gain) / Loss 0.17 (0.23) 0.24 0.08 0.10 (0.06) f) Present value of assets at the end of the year 4.60 4.58 3.91 3.39 3.24 3.29 Total actuarial (Gain) /Loss 0.39 1.56 2.33 (0.17) 0.38 1.16

(iii) Reconciliation of fair value of assets and obligation



a) Present value of obligation at the end of the year 10.97 10.11 7.83 4.83 4.61 4.14 b) Present value of plan asset at the end of the year 4.60 4.58 3.91 3.39 3.24 3.29 c) Liability recognised in balance sheet 6.37 5.53 3.92 1.44 1.37 0.85

(iv) Expenses recognized during the year



a) Current Service cost 0.21 0.71 0.46 0.46 0.42 0.53 b) Interest cost 0.43 0.65 0.41 0.46 0.41 0.21 c) Expected return on the plan assets (0.19) (0.31) (0.32) (0.29) (0.30) (0.19) d) Total acturial (Gain) / Loss 0.39 1.56 2.33 (0.17) 0.38 1.16 e) Expenses recognised during the year 0.84 2.61 3.33 0.46 0.91 1.71 f) Past Service Cost - - 0.45 - - -

(v) Disclosure of Investment detail



a) Life Insurance Corporation of India 1.51 1.45 1.33 1.40 2.07 1.95 b) HDFC Standard Life Insurance 1.56 1.46 2.23 1.89 1.17 1.34 c) The Bank of Tokyo Mitsubishi UFJ Ltd. 0.08 0.30 - 0.09 - - d) Birla Sunlife Insurance Ltd. 0.82 0.76 0.25 - - - e) Kotak Mahindra Life Insurance Ltd. 0.12 0.11 0.10 - - - f) Reliance Life Insurance Co. Ltd. 0.51 0.50 - - - -

(vi) Actuarial Assumption (in %)

Particulars


a) Discount Rate (per annum) 8.50 8.50 8.25 8.00 7.50 8.00 b) Interest Rate (per annum) - - 0.00 10.00 10.00 8.00 c) Estimated rate of return of plan assets (per annum) 8.50 8.50 8.00 9.00 9.00 8.00

244

Particulars


d) Rate of escalation in salary (per annum) 4.50 4.50 3.00 2.00 2.00 3.00 4 The Company has not considered necessary to provide for diminution in value of equity shares of Subsidiary

Companies AIS Glass Solutions Ltd., GX Glass Sales & Services Ltd. and Integrated Glass Materials Ltd. as investment is long term and diminution in value is temporary.

245

Annexure 5C Unconsolidated Segment Information

(` In Crores)

Particulars

Automotive Glass Float Glass Unallocable Eliminations Total

I a) Information about Primary Business Segments (As at Sep 30, 2012)

Segment revenue External 502.61 394.11 18.87 0.00 915.59 Inter segment sales (Net of excise

duty) 2.13 16.10 0.00 (18.23) 0.00

Other income 0.00 0.00 0.74 0.00 0.74 Total revenue 504.74 410.21 19.61 (18.23) 916.33 Segment result 31.37 (16.08) (5.92) 0.00 9.37 Unallocated Income (net of expenses) 0.00 0.00 (0.32) - (0.32) Operating profit 31.37 (16.08) (6.24) - 9.05 Interest expense - - 85.07 - 85.07 Interest income - - 1.06 - 1.06 Provision for Taxation - Current - - 0.00 - 0.00 Provision for Deferred Taxation - - 23.66 - 23.66 - Fringe Benefit Tax - - - 0.00 - MAT Credit - - 0.00 - 0.00 Tax adjustments for earlier years - - 0.00 - 0.00 Net profit / (Loss) 31.37 (16.08) (66.59) - (51.30) Other information - Segment assets 952.93 1183.47 132.23 - 2268.63 Total assets 952.93 1183.47 132.23 - 2268.63 Segment liabilities 374.84 232.00 24.41 - 631.25 Share capital and reserves - - 108.35 - 108.35 Secured and unsecured loans - - 1610.67 - 1610.67 Foreign Currency Monetary Item

Translation difference - (13.81) - (13.81)

Deferred Tax (Assets) - - (67.83) - (67.83) Total liabilities 374.84 218.19 1675.60 - 2268.63 Capital expenditure 18.00 19.59 (0.17) - 37.42 Depreciation / Amortisation 32.82 37.43 2.97 - 73.22 b) Information about Secondary

Business Segments

Particulars India Outside India Total Revenue by Geographical Market External - 908.76 25.80 - 934.56 Less: Inter segment sales (Net of

excise duty) - 18.23 - - 18.23

Total - 890.53 25.80 - 916.33

II a) Information about Primary Business Segments (As at Mar 31, 2012)


duty) 2.53 52.29 0.00 (54.82) 0.00

Other income 0.00 0.00 2.04 0.00 2.04 Total revenue 927.13 739.93 45.46 (54.82) 1657.70 Segment result 72.78 (7.31) (6.39) - 59.08 Unallocated Income (net of expenses) - - (0.50) - (0.50) Operating profit 72.78 (7.31) (6.89) - 58.58

246

Particulars


Interest expense - - 147.43 - 147.43 Interest income - - 2.15 - 2.15 Provision for Taxation - Current - - 0.00 - 0.00 - Deferred - - 28.02 - 28.02 - Fringe Benefit Tax - - 0.00 - 0.00 - MAT Credit - - 0.00 - 0.00 Tax adjustments for earlier years - - 0.00 - 0.00 Net profit / (Loss) 72.78 (7.31) (124.15) - (58.68) Other information Segment assets 900.69 1180.30 129.75 - 2210.74 Total assets 900.69 1180.30 129.75 - 2210.74 Segment liabilities 309.29 208.99 18.33 - 536.61 Share capital and reserves 0.00 0.00 159.65 - 159.65 Secured and unsecured loans 0.00 0.00 1570.45 - 1570.45 Foreign Currency Monetary Item

Translation difference - (11.80) - - (11.80)

Deferred Tax (Assets) 0.00 0.00 - - (44.17) Total liabilities 309.29 197.19 1704.26 - 2210.74 Capital expenditure 111.67 85.01 9.60 - 206.28 Depreciation / Amortisation 55.88 65.03 5.62 - 126.53 b) Information about Secondary

Business Segments

India Outside India Total Particulars Revenue by Geographical Market External 1664.35 48.17 - 1712.52 Less: Inter segment sales (Net of

excise duty) 54.82 0.00 - 54.82

Total 1609.53 48.17 - 1657.70

III a) Information about Primary Business Segments (As at Mar 31, 2011)

Segment revenue External 840.11 650.07 42.36 - 1532.54 Inter segment sales (Net of excise

duty) 2.60 76.32 0.00 (78.92) 0.00

Other income 0.00 0.00 1.63 0.00 1.63 Total revenue 842.71 726.39 43.99 (78.92) 1534.17 Segment result 93.16 61.87 (3.20) - 151.83 Unallocated Income (net of expenses) - - 0.01 - 0.01 Operating profit 93.16 61.87 (3.19) - 151.84 Interest expense - - 127.84 - 127.84 Interest income - - 1.62 - 1.62 Provision for Taxation - Current - - (5.12) - (5.12) - Deferred - - (10.82) - (10.82) - Fringe Benefit Tax - - 0.00 - - MAT Credit - - 5.12 - 5.12 Tax adjustments for earlier years - - 0.00 - 0.00 Net profit / (Loss) 93.16 61.87 (140.23) - 14.80 Other information Segment assets 820.33 1094.84 109.99 - 2025.16 Total assets 820.33 1094.84 109.99 - 2025.16 Segment liabilities 164.29 103.36 20.45 - 288.10 Share capital and reserves - - 218.33 - 218.33 Secured and unsecured loans - - 1534.88 - 1534.88

247

Particulars


Foreign Currency Monetary Item Transation difference

- - 0.00 - 0.00

Deferred Tax (Assets) - - (16.15) - (16.15) Total liabilities 164.29 103.36 1757.51 - 2025.16 Capital expenditure 66.44 46.22 (0.36) - 112.30 Depreciation / Amortisation 51.76 61.28 5.33 - 118.37 b) Information about Secondary

Business Segments

Particulars India Outside India Revenue by Geographical Market External 1569.98 43.11 - 1613.09 Less: Inter segment sales (Net of

excise duty) (78.92) 0.00 - (78.92)

Total 1491.06 43.11 - 1534.17

IV a) Information about Primary Business Segments (As at Mar 31, 2010)


duty) 2.48 97.32 0.00 (99.80) 0.00

Other income 0.00 0.00 4.37 0.00 4.37 Total revenue 715.78 635.41 44.48 (99.80) 1295.87 Segment result 124.13 (0.10) (2.24) - 121.79 Unallocated Income (net of expenses) - - 2.87 - 2.87 Operating profit 124.13 (0.10) 0.63 - 124.66 Interest expense - - 127.85 - 127.85 Interest income - - 1.50 - 1.50 Income taxes - Current - - 0.00 - 0.00 - Deferred - - 2.89 - 2.89 - Fringe Benefit Tax - - 0.00 - 0.00 - MAT Credit - - 0.00 - 0.00 Tax adjustments for earlier years - - 0.00 - 0.00 Net profit / (Loss) 124.13 (0.10) (122.83) - 1.20 Other information - - - - Segment assets 725.26 1,035.26 107.53 - 1,868.05 Total assets 725.26 1,035.26 107.53 - 1,868.05 Segment liabilities 119.56 76.02 24.73 - 220.31 Share capital and reserves - - 203.55 - 203.55 Secured and unsecured loans - - 1,470.63 - 1,470.63 Foreign Currency Monetary Item

Translation difference - 0.55 - - 0.55

Deferred Tax (Assets) - - (26.97) - (26.97) Total liabilities 119.56 76.57 1,671.92 - 1,868.05 Capital expenditure 9.17 (54.14) 0.51 - (44.46) Depreciation / Amortisation 53.52 64.78 6.18 - 124.48 b) Information about Secondary

Business Segments

India Outside India Total Particulars Revenue by Geographical Market External 1,299.20 96.47 - 1,395.67 Less: Inter segment sales (Net of

excise duty) (99.80) - - (99.80)

Total 1,199.40 96.47 - 1,295.87

248

Particulars


V a) Information about Primary Business Segments (As at Mar

31, 2009)

Segment revenue External 521.46 661.49 45.53 0.00 1,228.48 Inter segment sales (Net of excise

duty) 0.98 48.73 0.07 (49.78) 0

Other income 0.00 0.00 1.30 0.00 1.30 Total revenue 522.44 710.22 46.90 (49.78) 1,229.78 Segment result 27.97 2.05 (2.87) - 27.15 Unallocated Income (net of expenses) 0.00 0.00 0.00 - - Operating profit 27.97 2.05 (2.87) - 27.15 Interest expense - - 124.35 - 124.35 Interest income - - 1.30 - 1.30 Income taxes - Current - - 1.02 - 1.02 - Deferred - - (56.72) - (56.72) - Fringe Benefit Tax - - 0.00 - - - MAT Credit - - 0.00 - - Taxes paid for earlier years - - 0.00 - - Net profit 27.97 2.05 (70.22) - (40.20) Other information Segment assets 704.49 1,210.38 149.10 - 2,063.97 Total assets 704.49 1,210.38 149.10 - 2,063.97 Segment liabilities 143.81 107.68 30.72 - 282.21 Share capital and reserves - - 202.35 - 202.35 Secured and unsecured loans - - 1,617.30 - 1,617.30 Foreign Currency Monetary Item

Transation difference - (13.81) - - (13.81)

Deferred Tax Liability - - (24.08) - (24.08) Total liabilities 143.81 93.87 1,826.29 - 2,063.97 Capital expenditure 90.00 9.30 113.93 - 213.23 Depreciation / Amortisation 47.02 60.38 6.10 - 113.50 b) Information about Secondary

Business Segments

India Outside India Total Particulars Revenue by Geographical Market External 1,120.19 159.37 - 1,279.56 Less: Inter segment sales (Net of

excise duty) (49.78) - - (49.78)

Total 1,070.41 159.37 - 1,229.78

VI a) Information about Primary Business Segments (As at Mar 31, 2008)

Segment revenue External 494.86 456.01 54.25 - 1005.12 Inter segment sales (Net of excise

duty) 0.71 57.20 0.10 (58.01) 0.00

Other income - - 3.03 - 3.03 Total revenue 495.57 513.21 57.38 (58.01) 1008.15 Segment result 74.90 (23.95) 3.51 - 54.46 Unallocated Income (net of expenses) - - 1.23 - 1.23 Operating profit 74.90 (23.95) 4.74 - 55.69 Interest expense - - 84.77 - 84.77 Interest income - - 1.81 - 1.81 Income taxes - Current - - 1.57 - 1.57

249

Particulars


- Deferred - - 8.76 - 8.76 - Fringe Benefit Tax - - 0.00 - 0.00 - MAT Credit - - 0.00 - 0.00 Taxes paid for earlier years - - 0.00 - 0.00 Net profit 74.90 (23.95) (88.55) - (37.60) Other information Segment assets 674.60 1100.66 103.19 - 1878.45 Total assets 674.60 1100.67 103.19 - 1878.45 Segment liabilities 80.17 103.71 21.56 - 205.44 Share capital and reserves - - 242.53 - 242.53 Secured and unsecured loans - - 1391.40 - 1391.40 Foreign Currency Monetary Item

Translation difference - 6.43 - - 6.43

Deferred Tax Liability - - 32.65 - 32.65 Total liabilities 80.17 110.14 1688.14 - 1878.45 Capital expenditure 102.64 (3.35) (30.20) - 69.09 Depreciation / Amortisation 38.65 56.30 5.58 - 100.53 b) Information about Secondary

Business Segments 0.00 0.00 0.00 - 0.00

Particulars 0.00 0.00 0.00 - 0.00 India Outside India Revenue by Geographical Market External - 986.90 79.26 - 1066.16 Less: Inter segment sales (Net of

excise duty) - (58.01) 0.00 - (58.01)

Total - 928.89 79.26 - 1008.15

i. For management purposes, the Company is organised into two major operating divisions - Automotive Glass

and Float Glass. These divisions are the basis on which the company reports its primary segment information. ii. All segment assets and liabilities are directly attributable to the segment. Segment assets include all operating

assets used by the segment and consist primarily of fixed assets, inventories, sundry debtors, loans and advances and operating cash and bank balances. Segment liabilities include all operating liabilities and consist primarily of creditors and accrued liabilities. Segment assets and liabilities do not include investments, inter corporate deposits, miscellaneous expenditure, current income tax and deferred tax.

iii. Segment revenues and segment results include transfers between business segments. Inter segment sales to

Automotive Glass Division are accounted for at cost of production plus 10%.These transfers are eliminated on consolidation.

iv. Joint expenses are allocated to business segments on a reasonable basis.All other revenues and expenses are

directly attributable to the segments. They do not include interest income on inter corporate deposit and interest.

250

Annexure 5D QUANTITATIVE DETAILS

a. VALUE OF SALES, OPENING STOCK AND CLOSING STOCK OF FINISHED GOODS AND STOCK IN TRADE

(` In Crores) Sep-12 2012 2011 2010 2009 2008 Product Sales Stock Sales Stock Sales Stock Sales Stock Sales Stock Sales Stock Opening Closing Opening Closing Opening Closing Opening Closing Opening Closing Opening Closing Value Value Value Value Value Value Value Value Value Value Value Value Value Value Value Value Value Value Toughened Glass

207.03 8.85 18.12 378.01 10.99 8.85 354.00 11.22 10.99 288.18 10.33 11.22 228.43 10.79 10.33 231.84 9.58 10.79

Laminated Glass

289.15 14.31 20.59 537.97 9.58 14.31 470.03 10.31 9.58 402.31 8.93 10.31 286.95 11.29 8.93 259.72 8.85 11.29

Float Glass 392.90 191.41 197.42 638.06 133.01 191.41 568.87 104.27 133.01 472.55 154.65 104.27 589.09 164.06 154.65 398.73 100.97 164.06 Others 24.07 30.30 39.31 91.70 29.20 30.30 125.31 36.86 29.20 99.69 34.32 36.86 113.74 27.69 34.32 103.24 3.41 27.69

b. VALUE OF RAW MATERIALS, STORES AND SPARE PARTS CONSUMED AND PERCANTAGE OF EACH TO TOTAL CONSUMPTION Sep-12 2012 2011 2010 2009 2008 Value % Value % Value % Value % Value % Value % - Raw Materials Imported 222.45 68 407.73 72 286.66 62 201.90 60 202.60 58 169.39 55 Indigenous 105.71 32 158.73 28 175.42 38 133.04 40 148.36 42 141.24 45 - Stores and Spare Parts Imported 27.74 35 48.33 35 35.13 31 10.23 11 11.57 13 10.82 12 Indigenous 51.35 65 90.84 65 78.76 69 83.52 89 78.52 87 76.74 88

c. CIF VALUE OF IMPORTS Sep-12 2012 2011 2010 2009 2008 Value Value Value Value Value Value i. Raw Materials 213.14 336.23 274.26 174.76 166.36 149.47 ii. Stores & Spare Parts etc. 32.30 61.67 41.13 37.30 29.35 23.03 iii. Capital Goods 2.24 44.46 44.33 11.73 35.10 62.98 iv. Traded Goods 0.15 0.95 2.49 2.39 3.35 4.91 v. Finished Goods 3.72 3.78 15.68 4.29 - - d. EXPENDTIURE OF FOREIGN CURRENCY

251

Sep-12 2012 2011 2010 2009 2008 Value Value Value Value Value Value i. Instalments towards foreign currency loans

53.30 95.40 123.39 104.50 40.19 32.73

ii. Interest on foreign currency loans 12.48 21.03 30.95 35.92 39.39 35.09 iii. Royalty (Net of Taxes) 4.40 17.62 20.73 19.23 19.65 15.73 iv. Professional charges 0.65 1.14 2.48 2.48 1.02 4.98 v. Others 1.32 0.76 1.41 2.91 5.02 6.67 e. EARNINGS IN FOREIGN EXCHANGE

Sep-12 2012 2011 2010 2009 2008 Value Value Value Value Value Value F.O.B. value of Exports (excluding paid samples)

24.69 45.63 42.25 92.88 135.53 69.43

Interest and Commission / Miscellaneous Income

1.09 0.83 2.43 1.15 1.31 1.11

252

Annexure 5E

RELATED PARTY TRANSACTIONS (UNCONSOLIDATED) List of Related Parties 1 Subsidiaries : AIS Glass Solutions Ltd.

Integrated Glass Materials Ltd. GX Glass Sales & Services Ltd.

2 Associates : AIS Adhesives Ltd. Asahi India Map Auto Glass Ltd. Vincotte International India Assessment Services (P) Ltd.

3 Enterprises owned or significantly influenced by key management personnel or their relatives:

Shield Autoglass Ltd. Samir Paging Systems Ltd. R.S.Estates (P) Ltd. Nishi Electronics (P) Ltd. Maltex Malsters Ltd. Essel Marketing (P) Ltd. Allied Fincap Services Ltd. Usha Memorial Trust Krishna Maruti Ltd. Crompton Greaves Ltd. Automotive Components Manufacturer’s Association LAN Estate (P) Ltd.

4 Key Management Personnel and their relatives:

Directors : Mr. B.M.Labroo Mr. Sanjay Labroo Mr.Arvind Singh (resigned w.e.f. 08-11-12) Mr. H. Nohara (joined w.e.f. 12-08-09) Mr. P. L. Safaya (resigned w.e.f. 17-11-08) Mr. K. Kojima (resigned w.e.f. 11-08-09) Relatives : Mrs.Kanta Labroo, Mrs Vimmi Singh (till 08-11-12) Mrs Rajani Safaya (till 17-11-08)

5 Other Related Parties where control exists : Asahi Glass Co. Limited, Japan and its subsidiaries – AGC Flat Glass Asia Pacific Pte. Ltd. AGC Technology Solutions Co. Ltd. AGC Automotive Phillipines Inc. PT Asahimas Flat Glass Co., Ltd. AGC Automotive Thailand Co., Ltd. AGC Flat Glass Hellas SA AGC Flat Glass Coating SA AGC Glass Europe (Formerly AGC Flat Glass Europe) AGC Flat Glass Nederland BV AGC Automotive (Foshan) Co., Ltd. AGC Flat Glass North America Ltd. AGC Flat Glass Klin LLC AGC Flat Glass - (Vastok LLC) - Russia

Particulars

6 Months 2011-12 2010-11 2009-10 2008-09 2007-08

Associates Investment in equity Shares AIS Adhesives Limited - - - - 0.70 - Purchase Stores & Spares AIS Adhesives Limited - - - - - - Sale of Finished Goods Asahi India Map Auto Glass Ltd. 24.78 45.70 42.01 34.08 37.23 25.16 Enterprises owned or significantly Influenced

Business Promotion Shield Autoglass Ltd. - - - - 0.22

253

Particulars

6 Months 2011-12 2010-11 2009-10 2008-09 2007-08

0.29 Automotive Components Manufacturers' Association

- - - - - -

Rent R S Estates Pvt Ltd. 0.09 0.18 0.18 0.18 0.18 0.18 Donation Usha Memorial Trust - - 0.01 - 0.01 0.01 Recruitment & Training Automotive Components Manufacturers' Association

- - - - 0.15 -

Travelling Automotive Components Manufacturers' Association

- - - - - -

Membership & Subscriotion Automotive Components Manufacturers' Association

- - - 0.01 - 0.02

Vechile Running Shield Autoglass Ltd. - - - - - - Professional Charges Automotive Components Manufacturers' Association

- - - 0.03 - -

Sales Shield Autoglass Ltd. - - 0.01 - - - Purchase of Stores & spares Crompton Greaves Ltd. - 0.03 - - - - Key Management Personnel Rent Ms Kanta Labroo 0.02 0.04 0.02 0.02 0.02 0.02 Ms Rajani Safaya - - - - 0.04 0.06 Ms Vimmi Singh - 0.05 0.07 0.07 0.07 0.07 Sitting Fee Mr B.M. Labroo 0.01 0.01 0.01 0.01 0.01 0.01 Directors Reneumeration 0.48 1.39 2.19 0.64 1.10 2.28 Loan & Advances given Mr Sanjay Labroo - 0.30 - - - - Others Purchase of Raw Material AGC Flat Glass Asia Pacific Pte Ltd. 75.98 98.95 41.19 34.58 68.18 74.22 AGC Glass Europe (Formerly AGC Flat Glass Europe)

- 0.46 - 3.07 0.29 3.97

AGC Technology Solutions Co. Ltd. - - - 0.89 0.21 0.08 P. T. Asahimas Flat Glass Co., Ltd. - - - 2.07 - - Glaverbel S.A. - - - - - 1.63 Asahi Glass Co., Ltd. Japan 22.13 - - - - - Purchase of Finished Goods Asahi Glass Co., Ltd. Japan - - 2.50 - - - P. T. Asahimas Flat Glass Co., Ltd. - - 9.28 - - - AGC Automotive Thailand Co. Ltd. 2.38 3.02 3.90 - - - AGC Automotive (Foshan) Co., Ltd. 1.08 0.52 - - - - AGC Automotive Phillipines, Inc. - 0.18 - - - - Miscellaneous Expenses Asahi Glass Co., Ltd. Japan - - - 0.03 0.02 0.06 Fee For Technical & Consultancy Services

Asahi Glass Co., Ltd. Japan 0.02 0.05 1.88 1.64 0.12 0.08 P. T. Asahimas Flat Glass Co., Ltd. - - 0.03 - - - AGC Glass Europe (Formerly AGC Flat Glass Europe)

- 0.04 - - - -

Glaverbel S.A. - - - -

254

Particulars

6 Months 2011-12 2010-11 2009-10 2008-09 2007-08

9.99 AGC Automotive Phillipines, Inc. 0.01 - - - - - Repair & Maintenance Asahi Glass Co., Ltd. Japan 0.28 0.58 0.22 - 0.04 0.12 AGC Technology Solutions Co., Ltd. 0.13 0.43 0.91 0.33 0.81 0.22 AGC Automotive Thailand Co. Ltd. 0.01 - - - - - AGC Automotive (Foshan) Co., Ltd. 0.95 - - - - - New Model Development Asahi Glass Co., Ltd. Japan 0.06 0.92 0.55 0.11 - - AGC Technology Solutions Co., Ltd. 0.17 - 0.08 - - - AGC Automotive Thailand Co., Ltd. 0.03 - - - - - Royalty Asahi Glass Co., Ltd. Japan 4.58 9.74 9.90 9.62 8.45 6.51 AGC Glass Europe (Formerly AGC Flat Glass Europe)

0.35 2.21 4.72 2.67 4.01 4.30

AGC Flat Glass Nederland BV (Formerly GLAVERBEL NEDERLAND BV)

- 8.50 9.75 8.62 11.28 8.13

Stores & Spares Asahi Glass Co., Ltd. Japan 0.54 1.76 1.77 1.90 - - AGC Technology Solutions Co., Ltd. 6.33 13.67 11.05 6.74 - - AGC Automotive Thailand Co., Ltd. 0.70 1.04 0.01 2.63 - - P. T. Asahimas Flat Glass Co., Ltd. 0.81 0.82 0.88 0.70 - - AGC Flat Glass North America Ltd. - - - 0.12 - - AGC Automotive - Phillipines - 0.01 - - - - AGC Glass Europe (Formerly AGC Flat Glass Europe)

- 0.13 0.11 - - -

Purchase of Capital Goods Asahi Glass Co., Ltd. Japan 0.21 1.39 2.37 2.84 15.09 43.88 AGC Technology Solutions Co., Ltd. 0.37 0.51 1.14 0.31 0.95 35.26 AGC Automotive Thailand Co., Ltd. - - - - - - AGC Glass Europe (Formerly AGC Flat Glass Europe)

- - - 6.10 - -

AGC Flat Glass North America Ltd. - - 18.90 - - - P. T. Asahimas Flat Glass Co., Ltd. 0.06 - - - - - Purchase of Traded Goods AGC Flat Glass Asia Pacific Pte Ltd. 0.82 0.07 0.44 0.46 1.17 - AGC Glass Europe (Formerly AGC Flat Glass Europe)

0.15 0.88 2.05 1.93 2.18 -

Export Commission AGC Flat Glass Asia Pacific Pte Ltd. - - - - 0.01 - AGC FLAT GLASS HELLAS SA - - - 0.03 - - Asahi Glass Co., Ltd. Japan - - - - 0.02 - Interest Asahi Glass Co., Ltd. Japan 1.94 3.11 2.67 0.37 - - AGC Glass Europe (Formerly AGC Flat Glass Europe)

0.51 0.31 1.76 - - -

AGC Flat Glass Asia Pacific Pte Ltd. 0.15 - - - - - Advance Given AGC FLAT GLASS NORTH AMERCIA INC

- - - 8.98 - -

Income Sale of Finished Goods AGC Flat Glass Klin LLC - - - - 14.68 - AGC Flat Glass Asia Pacific Pte Ltd. - - 0.35 0.86 - 1.42 Asahi Glass Co., Ltd. Japan 0.07 0.01 0.05 0.03 0.11 - AGC Automotive Europe S.A. 6.78 27.33 30.01 33.32 32.12 - AGC Automotive Phillipines, Inc. 0.61 0.24 0.66 0.82 0.62 - AGC FLAT GLASS - (VASTOK - - - - 16.12 -

255

Particulars

6 Months 2011-12 2010-11 2009-10 2008-09 2007-08

LLC) - RUSSIA Commission Receivable AGC Flat Glass Asia Pacific Pte Ltd. - - 0.09 0.21 0.01 - AGC FLAT GLASS EUROPE SA - - - 0.08 1.30 - AGC Glass Europe (Formerly AGC Flat Glass Europe)

0.06 0.44 0.97 0.67 - 1.33

AGC FLAT GLASS NEDERLAND B.V.

- - - 0.03 - -

AGC Flat Glass Asia Pacific Pte Ltd. 0.01 0.01 - - - - Interest Received AGC FLAT GLASS - (VASTOK LLC) - RUSSIA

- - - 0.03 - -

Miscellaneous Income Asahi Glass Co., Ltd. Japan - - 1.36 0.13 - - Amount Written Back AGC Glass Europe (Formerly AGC Flat Glass Europe)

- 2.40 - - - -

Asahi Glass Co., Ltd. Japan - - 0.22 - - - SUBSIDARIES Purchase of Raw Material AIS Glass Solutions Limited 0.20 1.38 1.29 1.17 1.00 0.16 Integrated Glass Materials Ltd 1.97 8.19 3.44 1.75 - - GX Glass Sales & Services Ltd. 0.16 - - - - - Purchase of Stores AIS Glass Solutions Limited 0.37 0.32 0.05 - - - Purchase of Finished Goods AIS Glass Solutions Limited - 0.11 0.10 - - - Purchase of Traded Goods GX Glass Sales & Services Ltd. - 0.08 - - - - Purchases of Capital Goods AIS Glass Solutions Limited - - 0.01 - 0.43 - Interest AIS Glass Solutions Limited - - - - - 0.01 Commission AIS Glass Solutions Limited - 0.39 0.42 - - 0.28 Corporate Gurantee AIS Glass Solutions Limited - - - - - 47.15 Rent Paid AIS Glass Solutions Limited 0.04 0.07 0.07 0.06 - - Repair & Maintenance AIS Glass Solutions Limited - - 0.07 - - - Income Sale of Goods AIS Glass Solutions Limited 7.14 21.04 - 8.49 13.71 6.96 GX Glass Sales & Services Ltd. 0.35 0.18 27.71 - - - Sale of Capital Goods AIS Glass Solutions Limited - - 1.36 0.46 1.33 49.84 Interest AIS Glass Solutions Limited 0.47 0.94 0.94 0.94 0.94 1.58 Integrated Glass Materials Ltd 0.10 0.22 - 0.06 - - GX Glass Sales & Services Ltd. 0.01 - 0.14 - - - Purchase of Equity Shares Integrated Glass Materials Ltd - - 1.35 - 0.05 - GX Glass Sales & Services Ltd. - 2.95 0.05 - - - Share Application Money GX Glass Sales & Services Ltd. - - 2.39 0.32 - - Rent Received AIS Glass Solutions Limited - - - - - -

256

Particulars

6 Months 2011-12 2010-11 2009-10 2008-09 2007-08

Integrated Glass Materials Ltd 0.02 0.03 0.03 - - - Advance Given Integrated Glass Materials Ltd - - - 3.55 - - GX Glass Sales & Services Ltd. - 0.15 - - - - Credit Balances at the end of the Year/Period

SUBSIDARIES GX Glass Sales & Services Ltd. 0.08 - - - - - Enterprises owned or significantly Influenced

Shield Autoglass Ltd. - - - - - 0.03 Key Management Personnel Mr Sanjay Labroo - - - - - 0.33 Mr P.L. Safaya - - - - - 0.22 Mr Arvind Singh - - - - - 0.18 Mr K. Kojima - - - - - 0.01 Non Working Directors - - - - - 0.04 Others Asahi Glass Co., Ltd. Japan 29.20 6.92 7.33 14.81 4.80 3.67 AGC Flat Glass Asia Pacific Pte Ltd. 117.46 52.23 12.51 2.63 9.93 10.24 P. T. Asahimas Flat Glass Co., Ltd. 0.52 0.40 0.22 2.24 0.01 0.38 AGC Automotive Europe S.A. 0.02 0.02 0.02 0.02 0.02 0.01 AGC Automotive Thailand Co., Ltd. 2.52 1.27 0.34 0.62 0.02 - AGC Glass Europe (Formerly AGC Flat Glass Europe)

2.60 2.71 4.38 2.10 8.45 6.37

AGC Technology Solutions Co., Ltd. 7.72 4.89 3.14 2.46 2.67 0.96 AGC FLAT GLASS - (KLIN LLC + VASTOK LLC) - RUSSIA

- - - - 1.82 -

AGC Flat Glass Netherlands BV (Formerly GLAVERBEL NETHERLANDS BV)

13.73 13.63 3.91 8.81 23.40 12.31

AGC Flat Glass Coating SA 0.03 0.03 0.03 0.03 - - AGC Flat Glass Hellas SA 0.03 0.03 0.03 0.02 - - Glaverbel S.A. - - - - - 17.09 AGC Automotive Phillipines, Inc. - 0.18 - - - - AGC Automotive (Foshan) Co., Ltd. 0.02 0.52 - - - - 173.93 82.83 31.91 33.74 51.11 51.84 Foreign Currency Loan Asahi Glass Co., Ltd. Japan 252.32 244.24 213.94 214.35 242.13 191.54 Debit Balances at the end of the Year/Period

SUBSIDARIES AIS Glass Solutions Limited 71.03 64.66 25.10 14.22 10.79 6.34 AIS Glass Solutions Limited 10.47 10.47 38.90 32.94 24.12 16.58 GX Glass Sales & Services Ltd. - - 2.39 - - - GX Glass Sales & Services Ltd. 0.15 0.15 - - - - GX Glass Sales & Services Ltd. 0.77 - 0.03 - - - Integrated Glass Materials Limited 4.09 3.02 4.59 2.61 - - Associates Asahi India Map Auto Glass Ltd. 9.73 6.39 7.60 6.65 7.90 7.67 Enterprises owned or significantly Influenced

Shield Autoglass Ltd. - - 0.01 - - - Crompton Greaves Ltd. - - - - - 0.01 R S Estates Pvt Ltd. 0.18 0.18 0.18 0.18 0.18

0.18 Key Management Personnel Mr P.L. Safaya - - - - 0.02 0.10 Mr Sanjay Labroo - 0.30 - - 0.05 -

257

Particulars

6 Months 2011-12 2010-11 2009-10 2008-09 2007-08

Others AGC Automotive Phillipines, Inc. - 0.08 0.15 0.16 - - AGC Automotive Phillipines, Inc. - - - - 0.02 0.02 AGC Technology Solutions Co., Ltd. - - - - 0.13 - AGC Flat Glass Asia Pacific Pte Ltd. 0.18 0.01 0.03 - 0.01 0.47 AGC Glass Europe (Formerly AGC Flat Glass Europe)

0.01 0.01 5.09 4.10 5.43 -

AGC Glass Europe (Formerly AGC Flat Glass Europe)

- - - - - 0.22

Glaverbel S.A. - - - - - 0.02 AGC FLAT GLASS KLIN LLC - - - - 1.20 - AGC Automotive Europe S.A. 1.43 2.23 - - - - Asahi Glass Co., Ltd. Japan 0.08 0.02 - 0.02 0.02 - 98.12 87.52 84.07 60.88 49.87 31.61 Note: The above mentioned related party transactions have arisen from legitimate business transactions

258

Annexure 6: UNCONSOLIDATED STATEMENT OF TAX SHELTERS

Particulars 6

Month Ended Sep 30, 2012

2012 2011 2010 2009 2008

A Profit before Tax as per Profit & Loss Statement (74.96) (86.75) 26.31 (1.81) (95.77) 19.59 B Tax Rate 32.445% 32.445% 33.218% 33.990% 33.990% 33.990% C Tax at notional rate on profits (24.32) (28.15) 8.74 (0.62) (32.55) 6.66 D Less: Permanent Differences CHARITY & DONATION (0.03) (0.06) (0.45) (0.06) (0.09) (0.10) OUT OF MISC BALANCES W/OFF - - (0.01) (0.00) (0.00) (0.00) OUT OF MISC EXPENSES (COMMUNITY DEVELOPMENT) (0.48) (0.92) (0.91) - - - FINES & PENALTIES - (0.03) (0.00) (0.01) (0.01) (0.00) Previous Year Expenses (0.01) (0.06) (0.03) (0.94) (0.45) 0.54 DISALLOWANCE U/S 2(24)(X) (0.14) (0.74) (0.53) (0.27) (0.24) (0.03) Expense related to exempted income - - (0.04) - - (0.03) Profit/loss on sale of fixed assets (0.32) (0.50) (0.41) 2.59 -1.34 1.15 Impairment of fixed assets (0.06) (0.05) 0.02 0.10 0.14 0.17 Dividend - - 0.01 - - 0.07 Addition u/s 40(a)(ia) - - (0.23) (0.09) - - Wealth Tax (0.03) (0.06) - - - - Total Permanent Differences (1.07) (2.42) (2.57) 1.33 (1.99) 1.77 E Less: Timing Differences : Allowances / (Disallowances) Difference between Tax & Book Depreciation (net of

Unabsorbed depreciation) (21.13) (13.71) (12.22) (0.74) 37.01 103.75

Provision for Bad & Doubtful Debts - (0.05) (0.05) (0.31) (0.04) (0.03) Disallowances u/s 43B - (5.02) (7.37) (2.86) (3.65) (2.14) Disallowances u/s 40(A) - (10.12) (10.12) (0.45) - (2.12) FX Gain on Fixed Assets - - - - - 39.08 Foreign Currency Monetary Item Translation 5.07 16.08 - (14.91) 27.15 - Foreign Currency Monetary Item Translation w/off (3.06) (4.28) 1.26 1.26 (6.19) - Allowance u/s 35D - - - - - 0.06 Allowances u/s 43B - 2.31 2.78 5.02 1.86 1.98 Allowances u/s 40(a) - - 9.24 10.35 - - Diminution in value of Investment - - - 0.28 -0.28 - Others - - 0.00 - - - Short term capital gain - - - (0.43) - (1.34) Long term capital gain - (0.23) - 1.06 - - Total Timing Differences (19.12) (15.01) (16.48) (1.73) 55.86 139.24 F Net Adjustments (D+E) (20.19) (17.43) (19.05) (0.40) 53.87 141.01 G Tax Saving Thereon (F*B) (6.55) (5.66) (6.33) (0.14) 18.31 47.93 H Taxable Income / (Loss) {A-F} (54.77) (69.32) 45.36 (1.41) (149.64) (121.42) I Taxation charge based on taxable income (H*B) (17.77) (22.49) 15.07 (0.48) (50.86) (41.27)

Note:- The above statement has been prepared based on the tax computations for the respective years. However, the figures for year ended September 30, 2012 are based on provisional computation of total income prepared by the Company and are subject to any change

259

Annexure 7: Accounting Ratios (Unconsolidated)

Particulars

6 Month Ended Sep 30, 2012


Net worth as per Annexure 1 (` Crore) A 108.35 159.65 218.33 203.53 202.33 242.53

Net Profit as restated as per Annexure 2 (` crore)

B (51.30) (58.68) 14.80 1.20 (40.20) (37.60)

No. of equity shares outstanding at the end of the period

C 159927586 159927586 159927586 159927586 159927586 159927586

Weighted average number of equity shares outstanding during the period for Basic Earning Per Share

D 159927586 159927586 159927586 159927586 159927586 159927586

Potential Weighted average number of shares outstanding during the period for Dilutive Earning Per Share

E 159927586 159927586 159927586 159927586 159927586 159927586

Adjusted Earnings per Share (Basic) (`) B/D (3.21) (3.67) 0.93 0.08 (2.51) (2.35)

Adjusted Earnings per Share (Diluted) (`) B/E (3.21) (3.67) 0.93 0.08 (2.51) (2.35) Return on Net worth (%) B/A (47.35) (37.76) (6.78) 0.59 (19.87) (15.50) Net Asset value per Share (`) A/C 6.77 9.98 13.65 12.73 12.65 15.16 Note:

1. The ratios have been computed as below: Basic Earnings per share (`) Net profit/(loss) as restated, attributable to equity shareholders Weighted average number of equity share outstanding during the period Diluted Earnings per share (`) Net profit/(loss) as restated before extraordinary items, attributable to equity shareholders Potential Weighted average number of equity shares outstanding during the period Return on Net Worth % Net profit/ (loss) after tax, as restated Net worth as restated at the end of the period Net Assets Value per Equity Share (`) Net Worth Number of equity share outstanding at the end of the period 2. Net worth means sum of Equity share capital, Reserves and Surplus minus revaluation reserve and miscellaneous expenditure (to the extent not written off). 3. The Figures disclosed above are based on the restated financial statements of the Company.

260

Annexure 8: RESTATED UNCONSOLIDATED CAPITALIZATION STATEMENT AS AT SEPTEMBER 30, 2012

(` In crores)

Particulars Pre Issue Post Issue (Refer Note No.5 below)

Long Term Debt 662.34 - Short Term Debt* 947.66 - Total Debt 1,610.00 - Shareholders' Funds - Equity Share capital 15,99,27,586 Equity Shares of Rs 1/- each

15.99 -

Reserve & Surplus - Share Premium 0.00 - - Statutory Reserve 0.00 - - General Reserve 155.21 - - Profit & Loss A/c (83.40) - Total Shareholders' Funds 87.80 - Long term Debts / Shareholder's funds 7.54 : 1.0 - Total Debt / Shareholders' Funds 18.34 : 1.0 - Note:

1. Short term debt represents debts which are due within twelve months from September 30, 2012 and includes current portion of long term debt and excludes interest accrued and due. 2. Long term debt represents debt other than short term debt, as defined above. 3. The figures disclosed above are based on the restated statement of assets and liabilities September 30, 2012. 4. Long Term debt / Equity: Long Term Debt Shareholders'

Funds

5. The corresponding post issue figures will be determined upon finalization of issue price.

261

Annexure 1 RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABI LITIES

(` In Crores) Particulars As at Sep

30, 2012 As at March 31,

2012 2011 2010 2009 2008 A Non-Current Assets Fixed Assets - Tangible Assets 1,271.78 1,309.92 1,169.97 1,219.91 1,401.73 1,245.01 - Intangible Assets 7.14 6.76 3.21 4.75 6.92 9.05 - Capital work-in-progress 21.91 23.07 87.44 37.44 33.91 41.02 - Impaired Assets held for disposal 1.16 1.23 1.27 1.25 1.19 1.09 Non Current Investments 12.56 12.22 7.28 6.88 5.97 5.58 Deferred Tax Assets (net) 67.77 44.15 16.16 26.97 24.08 - Long-Term Loans and Advances 39.47 40.88 58.77 47.96 41.20 49.65 Total(A) 1,421.79 1,438.23 1,344.10 1,345.16 1,515.00 1,351.40 B Current Assets Inventories 537.96 485.04 389.62 323.33 355.13 365.65 Trade Receivables 293.96 262.68 223.44 176.32 174.63 105.27 Cash and Cash Equivalents 20.10 17.95 26.91 15.92 18.38 17.47 Short-Term Loans and Advances 61.98 55.57 78.53 58.16 66.51 76.82 Other Current Assets 0.23 0.27 0.21 0.16 0.14 0.10 Total(B) 914.23 821.51 718.71 573.89 614.79 565.31 C Foreign Currency Monetary Item Translation

Difference Account 13.81 11.80 - - 13.81 -

Total (C) 13.81 11.80 - - 13.81 - Total (X=A+B+C) 2,349.83 2,271.54 2,062.81 1,919.05 2,143.60 1,916.71 D Non-Current Liabilities Long-Term Borrowings 662.63 736.76 739.12 842.28 988.70 880.70 Deferred Tax Liability (net) - - - - - 32.65 Other Long term Provisions 0.21 0.30 0.18 0.19 0.18 0.10 Other Long-Term Liabilities 16.77 16.05 13.67 11.59 9.46 9.95 Total(D) 679.61 753.11 752.97 854.06 998.34 923.40 E Current Liabilities Short-Term Borrowings 745.39 621.64 590.03 426.66 544.64 502.71 Trade Payables 466.29 356.70 200.76 142.53 154.90 125.55 Other Current Liabilities 355.70 382.21 296.89 291.84 244.81 115.41 Short-Term Provisions 8.89 8.05 6.49 4.85 4.04 3.32 Total(E) 1,576.27 1,368.60 1,094.17 865.88 948.39 746.99 F Foreign Currency Monetary Item Translation

Difference Account - - - 0.55 - 6.43

Total(F) - - - 0.55 - 6.43 Total (Y=D+E+F) 2,255.88 2,121.71 1,847.14 1,720.49 1,946.73 1,676.82 G NET WORTH (X-Y) 93.95 149.83 215.67 198.56 196.87 239.89 Represented By: SHARE CAPITAL - Equity Shares 15.99 15.99 15.99 15.99 15.99 15.99 - Share Application money pending allotment* - - 0.20 - - - MINORITY INTEREST - Capital 1.23 1.23 0.68 0.68 1.02 0.97 - Reserves and Surplus (2.86) (2.03) (0.91) (1.39) (1.46) (0.85)

RESERVES & SURPLUS

- Capital Redemption Reserve 13.95 13.95 13.95 13.95 13.95 13.95 - Amalgamation Reserve 6.37 6.37 6.37 6.37 6.37 6.37

262


As at March 31, 2012 2011 2010 2009 2008 - Capital Reserve 0.23 0.23 0.23 0.23 0.23 0.23 - General Reserve 156.85 156.85 156.85 156.85 156.85 157.11 - Closing Balance in Statement of Profit & Loss (97.81) (42.76) 22.31 5.88 3.92 46.12 NET WORTH 93.95 149.83 215.67 198.56 196.87 239.89

* This represents amount received by a subsidiary, GX Glass Sales & Services Ltd. from other than Holding Company, against which shares were allotted during FY 2011-12.

263

Annexure 2 RESTATED CONSOLIDATED STATEMENT OF PROFIT & LOSS

(` In Crores)



A INCOME Revenue from Operations Turnover and Inter Division Transfer 1,033.27 1,878.41 1,774.36 1,473.03 1,383.87 1,183.17 Less: Inter Unit Transfers 31.77 82.92 106.84 112.85 60.99 67.12 Turnover 1,001.50 1,795.49 1,667.52 1,360.18 1,322.88 1,116.05 Less: Excise Duty 74.63 115.38 110.49 66.95 84.57 120.29 Net Sales 926.87 1,680.11 1,557.03 1,293.23 1,238.31 995.76 Sale of Services 0.53 1.14 0.70 - - - Other Income 2.71 10.54 16.28 32.82 9.29 12.22 Total (A) 930.11 1,691.79 1,574.01 1,326.05 1,247.60 1,007.98 B EXPENDITURE Cost of materials consumed 330.42 565.74 468.52 341.53 355.42 308.73 Purchase of Stock in Trade 7.56 12.80 19.80 11.70 4.44 6.77 Changes in inventories of finished goods, work-in-

progress and Stock-in-Trade (37.05) (69.42) (26.33) 40.18 4.24 -95.62

Employee Benefits Expense 77.18 143.21 121.41 93.25 85.56 78.46 Finance Cost 85.38 148.23 128.79 129.38 127.00 84.92 Depreciation and Amortization Expense 76.06 131.91 122.89 129.02 117.07 101.86 Other Expenses 470.39 854.09 711.62 582.53 652.22 555.65 Total (B) 1,009.94 1,786.56 1,546.70 1,327.59 1,345.95 1,040.77 C Profit / (Loss) before Tax and extraordinary

items (79.83) (94.77) 27.31 (1.54) (98.35) (32.79)

D Provision for Tax - Current Tax 0.03 0.02 5.46 - 1.09 1.63 - Deferred Tax (23.62) (27.99) 10.80 (2.89) (56.72) 8.76 - MAT Credit Entitlement 0.03 0.02 5.46 - - - E Net Profit /(Loss) after Tax but before


Less: Extraordinary items - - - - - - Share of Profit of Associates 0.33 0.59 0.40 0.68 (0.09) (0.34) Minority Interest 0.83 1.12 (0.48) (0.07) 0.61 1.04 Net Profit / (Loss) before Appropriation (55.05) (65.07) 16.43 1.96 (42.20) (42.48) F Net Profit / (Loss) after Tax as per the audited


Adjustment for change in Accounting Policies -AS-11 - - (0.71) (0.71) (0.73) (45.52) -AS-26 - - - - 0.02 0.02 Restatement to prior period items -Prior period - 0.01 0.06 0.88 0.65 (1.57) -Tax adjustments - - 0.34 (0.20) 0.47 (4.14) -Quality Claims - 0.04 (0.04) - 0.01 0.29 Total Adjustments - 0.05 (0.35) (0.03) 0.42 (50.92) G Net Profit / (Loss) after Tax as restated (55.05) (65.07) 16.43 1.96 (42.20) (42.48) Appropriations Capital Redemption Reserve (on redemption of

preference shares) - - - - - 6.00

Net Profit / (Loss) after Appropriation (55.05) (65.07) 16.43 1.96 (42.20) (48.48)

264



H Balance brought forward from previous year (42.76) 22.31 5.88 3.92 46.12 94.60 I Balance carried to Balance Sheet (97.81) (42.76) 22.31 5.88 3.92 46.12

265

Annexure 3 RESTATED CONSOLIDATED STATEMENT OF CASH FLOW

(` In Crores)



A CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Tax as restated 79.83 94.77 27.31 1.54 98.35 32.79 Add /(Less) : Adjustments for Depreciation/Amortization 76.06 131.91 122.89 129.02 117.07 101.86 Reversal of Impairment Loss 0.06 0.05 (0.02) (0.10) (0.14) (0.17) Diminution in the value of long term investments - - - (0.28) 0.28 - Interest Paid 85.38 148.23 128.79 129.38 127.00 84.92 Interest Received (0.58) (1.34) (0.79) (0.63) (0.43) (0.24) Dividend Received - - (0.01) - - (0.07) (Profit)/Loss on sale of Current investments - - - - - (0.05) Deferred Revenue Expenditure written off - - 0.05 - - - Amortization of Foreign Currency Monetary item

Translation Account 3.06 4.28 (1.33) (0.55) 6.90 (2.15)

(Profit)/ Loss on Sale of Assets 0.32 0.50 0.41 (2.59) 1.34 0.19 Operating Profit before Working Capital changes 84.47 188.86 277.30 252.71 153.67 151.50 Adjustments for Working Capital changes : - (Increase)/Decrease in Trade Receivables &

Advances (36.24) (17.49) (73.59) 8.47 (53.01) (17.20)

- Increase/(Decrease) in Trade Payables & other Current Liabilities

100.77 247.78 71.94 (65.20) 76.61 (10.92)

- (Increase)/Decrease in Inventories (52.92) (95.42) (66.29) 31.80 10.52 (124.20)

Cash generated from / (Used in) Operations 96.08 323.73 209.36 227.78 187.79 (0.82) - Interest Paid (85.38) (148.23

) (128.79

) (129.38

) (127.00

) (84.92)

- (Increase)/Decrease in Foreign Currency Monetary

Fund (5.07) (16.08) 0.78 14.91 (27.14) 8.58

- Direct Tax Paid 0.00 0.00 0.00 0.00 (1.09) (1.63) NET CASH INFLOW/ (USED) IN OPERATING

ACTIVITIES 5.63 159.42 81.35 113.31 32.56 (78.79)

B CASH FLOW FROM INVESTING ACTIVITIES - Purchase of Fixed Assets (8.04) (193.64

) (128.79

) 33.61 (265.55

) (109.56)

- Sale of Fixed Assets 0.58 1.13 2.22 11.89 1.82 4.62 - Purchase on Investments - (4.37) (0.05) (0.32) (0.76) - - Sale of Investments - - - - - 0.36 - Dividend Received - - 0.01 - - 0.07 - Interest Received 0.58 1.34 0.79 0.63 0.43 0.24 NET CASH INFLOW / (USED) IN INVESTING

ACTIVITIES (36.88) (195.54

) (125.82

) (45.81) (264.06

) (104.27

) C CASH FLOW FROM FINANCING ACTIVITIES - Proceeds from Issuance of Equity Share Capital - 0.35 0.20 - 0.04 0.05 - Redemption of Preference Shares - - - - - (6.00) - Proceeds from Long Term Borrowings 24.64 232.02 113.44 244.10 239.12 112.54 - Repayment of Long Term Borrowing (14.19) (236.48

) (221.33)

(287.64)

(8.66) (7.09)

- Increase / (Decrease) from Short Term Borrowings 123.75 31.61 163.37 (117.98)

41.93 111.59

266



NET CASH INFLOW/ (USED) IN FINANCING

ACTIVITIES 34.20 27.50 55.68 (161.52

) 232.43 181.09

NET CASH AND CASH EQUIVALENTS

INFLOW/(USED) 2.95 (8.62) 11.21 (2.40) 0.93 (1.97)

CASH AND CASH EQUIVALENTS (OPENING

BALANCE) 16.93 25.55 14.34 16.74 15.81 17.78

CASH AND CASH EQUIVALENTS (CLOSING

BALANCE) 19.88 16.93 25.55 14.34 16.74 15.81

267

Annexure 4 A RESTATED CONSOLIDATED DETAILS OF SECURED LOAN




Long-Term Borrowings Non-Current - From Banks Foreign Currency Loans 270.18 312.20 311.67 392.62 591.91 546.99 Rupee Term Loans 111.17 148.14 187.51 217.25 130.00 100.00 - From Others Foreign Currency Loans 8.92 10.02 10.04 16.96 19.16 33.12 Rupee Term Loans 18.94 22.06 17.00 1.10 5.50 9.05 Finance Lease Obligations 0.07 0.09 - - - - 409.28 492.51 526.22 627.93 746.57 689.16 Current Maturities * - From Banks 191.23 205.45 221.26 213.99 110.93 35.50 - From Others 11.50 12.45 1.10 14.45 14.90 7.84 - From Finance Lease Obligation 0.05 0.04 - - - - 202.78 217.94 222.36 228.44 125.83 43.34 Total (A) 612.06 710.45 748.58 856.37 872.40 732.50 Short-Term Borrowings Cash Credit / Short Term Loan / Working Capital Demand Loan

- From Banks 511.10 447.12 467.73 398.53 453.70 375.45 - From Others 173.79 174.52 122.30 - - - Interest Accrued & Due * 0.69 1.17 1.62 0.27 - 0.03 Total (B) 685.58 622.81 591.65 398.80 453.70 375.48 TOTAL(A+B) 1,297.64 1,333.26 1,340.23 1,255.17 1,326.10 1,107.98 * Included under the head "Other Current Liabilities"

268

Annexure 4 B RESTATED CONSOLIDATED DETAILS OF UNSECURED LOAN

(` In Crores)

Particulars



Long-Term Borrowings Non-Current - From Banks - - - - - - - From Others Foreign Currency Loan from a related party - Asahi Glass Company Ltd., Japan

252.32 242.87 212.90 214.35 242.13 191.54

Finance Lease Obligations 1.03 1.38 - - - - 253.35 244.25 212.90 214.35 242.13 191.54 Short-Term Borrowings - From Banks 60.50 - - 28.13 90.94 127.26 Current Maturities * - From Finance Lease Obligation 2.99 2.77 - - - - There are no unsecured loans related to directors, promoters, group companies, or any other related party except as stated above.

TOTAL 316.84 247.02 212.90 242.48 333.07 318.80

269

ANNEXURE 4C CONSOLIDATED RESTATED OTHER DETAIL OF SECURED / UNS ECURED LOAN

(` In Crores)


Loan Amount Sanctioned


outstanding As at Sep 30, 2012


Security Details of Reschedulement/


Default, if any Secured Loan Foreign Currency Loans Citibank 28-Jun-05 $65.0 MIO 121.29 17 equal half yearly

installment commencing from Jun 2007 of $3.82

mio each

First Pari-passu charge on

Roorkee Float Plant Movable and Immovable

fixed assets both present &

future

None


22-Aug-11 $10.0 MIO 52.87 11 half yearly installment

commencing from Sep 2013

4 installemtsof $0.5 mio each, 3

installments of $1.0 mio each and 4

installments of $1.25 mio each


Rewari Plant Movable and Immovable assets both present &

future. Paid penalty @ 1% per annum for non-perfection

of security.

None

EXIM BANK 22-Oct-10 $2.25 MIO 11.89 16 equal quarterly installment

commencing from Nov 2012 of $0.14

mio each

First Pari-passu charge on T-7, Taloja Fixed

Assets (movable & Immovable)

None

EXIM BANK 7-Dec-07 $8.80 MIO 2.22 15 equal quarterly instalments

commencing from Mar 2009 of $0.56 mio each and last

installment of $0.44 mio on Dec 2012

Exclusive charge on the entire fixed

assets and first pari passu

charge on the entire current assets situated

at Roorkee Plant of AIS

Glass Solutions Limited

None

ICICI Bank 8-Feb-06 $10.0 MIO 26.43 14 equal half yearly instalments

commencing from Aug 2009 of $0.71

mio each




future

None

ICICI Bank 13-Feb-07 $14.60 MIO 51.45 12 equal half yearly instalments

commencing from Mar 2011 of $1.22

mio each



fixed assets and Immovable

None

270








Default, if any Assets of

Roorkee Auto Plant both present &

future ICICI Bank 20-Mar-07 $10.40 MIO 41.23 12 equal half yearly

instalments commencing from May 2011 of $0.87

mio each


Chennai Auto Plant Movable

fixed assets and Immovable assets of T-16 Plant Taloja

both present & future

None

State Bank of India

20-Mar-06 $25.0 MIO 66.08 8 equal yearly instalments

commencing from Apr 2009 of $3.13

mio each


Movable and Immovable

fixed assets at Chennai Auto

Plant and Roorkee Float

Plant both present &

future

None

Sub Total (A) 373.46 Rupee Term Loans State Bank of India

29-Mar-08 100.00 20.00 5 half yearly installment

commencing from Mar 2011 of ̀ 20.0

cr each


Rewari Plant Movable and Immovable

Fixed Assets both present &

future

The loan got rephased vide letter dated June 05, 2009

and moratorium increased from 1 year to 3 year.

State Bank of India

21-Jul-10 2.80 0.72 40 monthly instalments

commencing from Jan 2011 of ̀ 0.036

cr each

Hypothecation charge over plant and

machinery and other movable fixed assets of

Integrated Glass Materials

Limited

None


30-Mar-10 75.00 16.88 Initial 10% in 12 equal monthly

installment commencing from

Apr 2010 and balance 90% in 24

equal monthly instalments


Chennai Auto Plant Movable and Immovable


future

None


29-Jan-10 15.00 9.38 8 equal quarterly instalments

commencing from Jan 2012 of ̀ 1.88 cr

each.

First Pari-passu charge on T-16

Taloja Plant Movable Fixed

Assets both present &

future

None

271








Default, if any State Bank of Mysore

29-Jan-10 10.00 6.25 8 equal quarterly instalments

commencing from Jan 2012 of ̀ 1.25 cr

each.

First Pari-passu charge on T-7 Taloja Plant Movable and Immovable


future

None

ICICI Bank 30-Nov-10 45.00 45.00 8 equal half yearly instalments

commencing from Jun 2013 of ̀ 5.63

cr each.

First Pari-passu charge on T-16



future

None

ICICI Bank 30-Nov-10 40.00 40.00 8 equal half yearly instalments

commencing from Sep 2013 of ̀ 5.00

cr each.

First Pari-passu charge on T-7,

Taloja, Movable Fixed


future

None

Yes Bank 29-Mar-12 45.00 39.70 ` 2.0 cr paid in Feb 2012 and balance in 17 equal quarterly

instalments of ̀ 1.65 cr each.

First Pari-passu charge on Rewari

Movable & Immovable


future

None

Yes Bank 29-Mar-12 40.00 35.30 17 equal quarterly instalments

commencing from May 2012 of ̀ 2.35

cr each.

First Pari-passu charge on Roorkee

Movable & Immovable


future

None

EXIM Bank 22-Oct-10 25.25 25.25 16 equal quarterly instalments

commencing from Nov 2012 of ̀ 1.58

cr each.

First Pari-passu charge on T-7, Taloja Fixed

Assets (movable & Immovable)

None

Kotak Mahindra Prime Limited

31-Dec-11 0.14 0.12 36 equal monthly installment

commencing from Feb 2012

Hypothecation of Vehicle

None

Sub Total (B) 238.60 Short Term Borrowings Bank of Tokyo-Mitsubishi UFJ

12-Oct-11 45.00 44.85 Annual / Half Year renewal

First pari-passu charge on

Current Assets of the

Company

None

Mizuho Corporate Bank

1-Sep-10 50.00 49.66 First pari-passu charge on

Current Assets and Second Charge on

None

272








Default, if any Fixed Assets of the Company

State Bank of India

24-Jun-06

100.00

99.19 First pari-passu charge on


Company Equitable

mortgage by way of deposit of title deeds pertaining to property at Bawal plant

None

State Bank of India

21-Jul-10 1.10 0.86 First pari-passu charge on


Company of Integrated

Glass Materials Limited

None


13-Dec-07 75.00 74.56 First pari-passu charge on


Fixed Assets of the Company

None

State Bank of Hyderabad

25-Sep-09 75.00 75.17 First pari-passu charge on


Fixed Assets of the Company

None

Jammu & Kashmir Bank

7-Apr-11 25.00 24.83 First pari-passu charge on


Company

None

HDFC Bank 23-Feb-10 45.00 44.25 First pari-passu charge on


Company

None


21-May-12 28.57 26.46 First pari-passu charge on


Company

None


21-May-12 $5.0 MIO 26.43 None

EXIM Bank 20-Jul-10 25.00 23.79 First pari-passu charge on


Company

None

EXIM Bank 9-Jun-12 150.00 150.00 Subservient Charges on

Fixed Assets of

None

273








Default, if any the Company

Citibank 16-Mar-10 8.30 7.98 Second Charge on Current

Assets of the Company

None

ICICI Bank 27-Jul-11 10.00 9.86 First Pari-passu charge on T-16


Assets

None


21-May-12 27.00 27.00 First Pari-passu charge on

Chennai Auto Plant Movable and Immovable


future

None

Sub Total (C) 684.89 Grand Total (A)

+ (B) + (C) 1296.95

Unsecured Loans Asahi Glass Company, Japan

12-Nov-01 $47.73 Mio 252.32 Repayable in 4 instalments of $10.0 mio, $8.3 mio, $20.5 mio and $9.0 mio in Nov 2014, Dec 2014, Apr 2015 and May 2015 respectively.

Not Applicable The loan got re-phased vide

supplemental agreement dated

September 20, 2011 and repayment schedule got

extended for a period of 3 years


30-Dec-11 1.91 1.66 12 Quarterly equated Instalments

(including interest) of `0.20 cr each

commencing from Apr 2012

Not Applicable None


29-Mar-12 1.22 0.63 4 Quarterly equated Instalments

(including interest) of `0.30 cr each

commencing from Jun 2012

Not Applicable None


29-Mar-12 1.01 0.52 4 Quarterly equated Instalments

(including interest) of `0.275 cr each commencing from

Jun 2012

Not Applicable None

SREI Equipment Finance Limited*

1-Jun-12 1.21 1.21 8 Quarterly equated Instalments

(including interest) of `0.175 cr each commencing from

Aug 2012

Not Applicable None

HDFC Bank^ 12-May-12 20.00 20.00 Repayable in 4 monthly instalments

of `5.00 cr each

Not Applicable None

274








Default, if any commencing from

Oct 2012. Citibank^ 13-Jun-12 40.50 40.50 Repayable on Jun

2013. Not Applicable None

Sub Total (D) 316.84 Grand Total (A) + (B) + (C) + (D)

1613.79

* The balance outstanding as on Sep 30, 2012 is before incorporating repayment of ` 0.13 cr which was paid on due date but accounted in liability Account. ^ Repayable on demand

275

Annexure 4 D CONSOLIDATED RESTATED DETAILS OF INVESTMENT

(` In Crores) As at Sep 30,

2012 As at March 31st

2012 2011 2010 2009 2008 Nos. Book

Value (`)

Nos. Book Value

(`)

Nos. Book Value

(`)

Nos. Book Value

(`)

Nos. Book Value

(`)

Nos. Book Value

(`) Non-Current Investments a) Associates - 7.83 - 7.50 - 6.91 - 6.51 - 5.88 - 5.22 b) Others Unquoted Beta Wind Farm Private Limited

equity shares of ̀ 10 each 618831 1.18 618831 1.18 - - - - - - - - Caparo Power Private Ltd. equity shares of ̀ 10 each 3186484 3.19 3186484 3.18 - - - - - - - - Quoted Jamna Auto Industries Ltd. equity shares of ̀ 10 each 82500 0.36 82500 0.36 82500 0.37 82500 0.37 82500 0.37 82500 0.36 In Government Securities: National Saving Certificates*

Others: 5 (5) shares of Taloja CETP Co-Operative Society Ltd*

Less: Diminution in Investment

- - - - -0.28 -

12.56 12.22 7.28 6.88 5.97 5.58 Break - up : Quoted Investments 0.36 0.36 0.37 0.37 0.09 0.36 Unquoted Investments 12.20 11.86 6.91 6.51 5.88 5.22 12.56 12.22 7.28 6.88 5.97 5.58 Market Value of Quoted Investments

0.98 0.87 1.11 0.68 0.08 0.51

0.98 0.87 1.11 0.68 0.08 0.51 * Rounded off to Nil being less than ̀1.0 lac.

276

Annexure 4 E RESTATED CONSOLIDATED DETAILS OF TRADE RECEIVABLES

(` In Crores)

Particulars



Outstanding for a period exceeding six months 41.97 29.97 30.10 28.88 21.25 10.55 Other debts 253.86 234.22 194.61 148.58 154.32 95.45 - Related Parties 11.43 8.74 12.88 10.92 14.55 7.93 - Other* 284.40 255.45 211.83 166.54 161.02 98.07 Provision for Doubtful Debts 1.87 1.51 1.27 1.14 0.94 0.73 TOTAL 293.96 262.68 223.44 176.32 174.63 105.27 Out of above Considered Good - Secured 5.53 8.14 5.75 3.78 3.31 6.84 - Unsecured 290.30 256.05 218.96 173.68 172.26 99.16 Considered Doubtful (1.87) (1.51) (1.27) (1.14) (0.94) (0.73) - Related Parties Asahi India Map Auto Glass Ltd. 9.73 6.39 7.60 6.65 7.90 7.67 Shield Auto glass Ltd. 0.00 0.00 0.01 0.00 0.00 0.00 AGC Automotive Philippines, Inc. 0.00 0.08 0.15 0.15 0.00 0.02 AGC Flat Glass Asia Pacific Pte. Ltd. 0.18 0.01 0.03 0.00 0.00 0.00 AGC Glass Europe (Formerly AGC Flat Glass Europe)

0.01 0.01 5.09 4.10 5.43 0.22

Glaverbel S.A. 0.00 0.00 0.00 0.00 0.00 0.02 AGC FLAT GLASS KLIN LLC 0.00 0.00 0.00 0.00 1.20 0.00 AGC Automotive Europe S.A. 1.43 2.23 0.00 0.00 0.00 0.00 Asahi Glass Co., Ltd. Japan 0.08 0.02 0.00 0.02 0.02 0.00

Related Parties Total 11.43 8.74 12.88 10.92 14.55 7.93 *Includes amount due from Maruti Suzuki India Limited, Promoter of the Company not a Related Party under AS-18

19.59 14.70 26.26 24.63 20.37 2.91

Note:- There are no trade receivables related to directors, promoters, group companies, or any other related party except as stated above.

277

Annexure 4 F RESTATED CONSOLIDATED DETAILS OF LOANS & ADVANCES, OTHER CURRENT & NON-

CURRENT ASSETS


Ended Sep 30, 2012


Long-Term Loans Non-Current - Capital Advances 3.29 2.73 21.77 17.01 8.42 10.79 - Security Deposits 17.47 18.42 15.77 13.46 12.99 14.11 - MAT credit recoverable 17.50 17.47 17.46 12.00 12.00 14.07 - Others - Prepaid Expenses 1.03 2.08 3.59 5.31 7.61 10.50 39.29 40.70 58.59 47.78 41.02 49.47 - Related Parties 0.18 0.18 0.18 0.18 0.18 0.18 Total (A) 39.47 40.88 58.77 47.96 41.20 49.65 - Related Parties R S Estates Pvt. Ltd. 0.18 0.18 0.18 0.18 0.18 0.18

Related Parties Total 0.18 0.18 0.18 0.18 0.18 0.18 Short-Term Loans - Against supply of goods and services 40.29 31.92 47.57 37.20 32.88 34.03 - Prepaid Expenses 7.41 6.75 12.63 6.84 7.41 7.66 - MAT credit recoverable - 0.01 - - - - - Advance Income Tax (Net of provision) 6.59 5.71 2.95 3.33 2.38 0.24 - Advances with Government Authorities 6.64 9.48 14.33 9.74 22.96 34.06 60.93 53.87 77.48 57.11 65.63 75.99 - Related Parties 1.05 1.70 1.05 1.05 0.88 0.83 Short Term Loans (B) 61.98 55.57 78.53 58.16 66.51 76.82 - Related Parties AIS Adhesives Ltd. - 0.50 1.05 1.05 0.65 0.25 Crompton Greaves Ltd. - - - - - 0.01 Shield Autoglass Ltd. 1.05 0.90 - - - - Mr. P.L. Safaya - - - - 0.02 0.10 Mr. Sanjay Labroo - 0.30 - - 0.05 - AGC Automotive Philippines, Inc. - - - - 0.02 - AGC Technology Solutions Co., Ltd. - - - - 0.13 - AGC Flat Glass Asia Pacific Pte. Ltd. - - - - 0.01 0.47

Related Parties Total 1.05 1.70 1.05 1.05 0.88 0.83 Other Current Assets Interest accrued on Investments and Government Deposits

0.23 0.27 0.21 0.16 0.14 0.10

Total (C) 0.23 0.27 0.21 0.16 0.14 0.10 TOTAL (A+B+C) 101.68 96.72 137.51 106.28 107.85 126.57 Note:- There is no amount due from directors, promoters, group companies, or any other related party except as stated above.

278

Annexure 4 G RESTATED CONSOLIDATED DETAILS OF TRADE PAYABLES, OT HER NON CURRENT AND

CURRENT LIABILITIES


Ended Sep 30, 2012


Trade Payables - Micro, Small and Medium Enterprises 5.04 3.27 1.31 - - - - Others 461.25 353.4

3 199.4

5 142.5

3 154.9

0 125.5

5 466.29 356.7

0 200.7

6 142.5

3 154.9

0 125.5

5 Other Long-Term Liabilities 16.77 16.05 13.67 11.59 9.46 9.95 16.77 16.05 13.67 11.59 9.46 9.95 Other Current Liabilities Current Maturities of Long-Term Debts (as per Annexure-4A) 205.77 220.7

1 222.3

6 228.4

4 125.8

3 43.34

Interest accrued but not due 12.31 7.87 9.00 11.58 15.87 10.86 Interest accrued & due (as per Annexure-4A) 0.69 1.17 1.62 0.27 - 0.03 Unpaid Dividends 0.22 1.02 1.40 1.58 1.64 1.66 Accrued salaries and benefits 11.65 9.02 6.66 5.73 4.89 5.17 Statutory dues 34.08 24.99 14.99 14.84 14.83 14.38 Creditors for Capital Goods 31.86 27.60 20.24 6.69 17.55 22.66 Advances from customers 34.03 69.36 10.36 13.04 37.13 7.64 Royalty 25.09 20.47 10.26 9.67 27.07 9.67 355.70 382.2

1 296.8

9 291.8

4 244.8

1 115.41

TOTAL 838.76 754.9

6 511.32

445.96

409.17

250.91

279

Annexure 4 H RESTATED CONSOLIDATED DETAILS OF PROVISIONS


Ended Sep 30, 2012


Long-Term Provisions Leave Encashment 0.04 0.04 0.01 0.07 0.08 0.05 Gratuity 0.17 0.26 0.17 0.12 0.10 0.05 Total (A) 0.21 0.30 0.18 0.19 0.18 0.10 Short-Term Provisions Leave Encashment 2.22 2.21 1.79 1.22 1.93 2.02 Gratuity 6.37 5.53 4.35 2.71 1.38 0.85 Taxation - - - 0.25 0.43 0.13 Superannuation 0.30 0.31 0.35 0.67 0.30 0.32 Total (B) 8.89 8.05 6.49 4.85 4.04 3.32 TOTAL(A+B) 9.10 8.35 6.67 5.04 4.22 3.42

280

Annexure 4 I RESTATED CONSOLIDATED DETAILS OF OTHER INCOME

(` In Crores)Particulars 6 Months

Ended Sep 30, 2012

For the Year ended March 31, 2012 2011 2010 2009 2008 Remarks

Interest Income 0.58 1.34 0.79 0.63 0.43 0.24 Incidental Dividend Income on Long Term Investments

- - 0.01 - - 0.07 Incidental

Net gain on foreign currency transactions & translation

- - 5.58 15.22 - 5.03 Related

Liabilities/ Provisions no Longer Required Written Back

0.02 4.63 1.16 4.53 0.73 1.02 Related

Rent 0.01 0.01 0.01 0.02 0.02 0.02 Incidental Profit on sale of Fixed assets - - - 2.59 0.02 - Related Amortization of Foreign Currency Monetary Item Translation Difference Account

- - 1.33 0.55 - 2.15 Related

Adjustment to the carrying amount of investments

- - - 0.28 - - Incidental

Commission received 1.09 0.82 1.67 1.29 1.31 1.11 Related Miscellaneous income 0.33 2.61 3.36 5.93 3.47 0.93 Related Export incentives 0.68 1.13 2.37 1.78 3.31 1.65 Related TOTAL 2.71 10.54 16.28 32.82 9.29 12.22 Net Profit / (Loss) before Tax, as Restated (B)

(79.83) (94.77) 27.31 (1.54) (98.35) (32.79)

Other Income as a % of (B) above (Refer Note No.3)

- - 59.61% - - -

Note:-

1. The other income as mentioned above is on account of ordinary business activities except other non-operating Income. 2. The classification of income as recurring/ non-recurring and classification as incidental to business activity is based on the Company's current operations and its business activities, as determined by the Management. 3. The Company has incurred losses during the period/years mentioned above, therefore the percentage of other income with respect to Net profit/ (loss) before tax cannot be meaningfully calculated.

281

Annexure 5 CONSOLIDATED SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Accounting

The financial statements are prepared under the historical cost convention, in accordance with applicable mandatory accounting standards prescribed under the Companies (Accounting Standards), Rules, 2006 and the relevant provisions of the Companies Act, 1956. All assets and liabilities have been classified as current or noncurrent as per the normal operating cycle of the Company and its subsidiaries and the criteria set out in Revised Schedule VI to the Companies Act, 1956. The Company and its subsidiaries have ascertained their operating cycle as 12 months for the purpose of current/noncurrent classification of assets and liabilities.

2. Principles of Consolidation

The Consolidated Financial Statements relate to Asahi India Glass Limited (the Company), its subsidiaries AIS Glass Solutions Limited, Integrated Glass Materials Limited, GX Glass Sales & Services Limited and Associates. The subsidiary companies considered in Consolidated Financial Statements are

The associate companies considered in the consolidated financial statements are:

The consolidated financial statements have been prepared on the following basis: i. The financial statements of the Company have been combined on line-by-line basis by adding together the

book value of like items of assets, liabilities, income and expenses after fully eliminating intra group balances, intra group transactions and unrealized profit or loss as per Accounting Standard (AS) 21 - Consolidated Financial Statements issued by the Institute of Chartered Accountants of India.

ii. The goodwill/capital reserve on consolidation is recognized in the Consolidated Financial Statements. iii. The Consolidated Financial Statements have been prepared using uniform accounting policies for like

transactions and other events in similar circumstances and are presented to the extent possible, in the same manner as the Company's financial statements.

iv. Minority interest in the net income and net assets of the Consolidated Financial statements is computed and shown separately.

Name of the Company Country of

Incorporation

% of

share

holding

Held by

i) AIS Glass Solutions Ltd. India 82.55 Asahi India Glass Ltd.

ii) Integrated Glass Materials Ltd. India 100.00 Asahi India Glass Ltd.

iii) GX Glass Sales & Services Ltd. India 84.79 Asahi India Glass Ltd.

Name of the

Company

Status Country of

Incorporation

% of

share

holding

Held by Financial

Statements

i) AIS Adhesives

Ltd.

Unaudited India 47.83 Asahi India Glass

Ltd.

As on 30th

’

September,

2012

ii) Asahi India

Map Auto

Glass Ltd.


Ltd.

As on 30th

’

September,

2012

iii) Vincotte

International

India Assessment

Services (P) Ltd.


Ltd.

As on 30th

’

September,

2012

282

v. Investments in associate companies have been accounted under the equity method as per Accounting Standard (AS) 23 - Accounting for Investments in Associates in Consolidated Financial Statements issued by the Institute of Chartered Accountants of India.

3. Fixed Assets (AS-10, AS-16) i) Fixed assets are carried at the cost of acquisition less accumulated depreciation. The cost of Fixed assets

includes taxes, (net of tax credits as applicable), duties, freight and other incidental expenses related to the acquisition and installation of the respective assets. Interest on borrowed funds attributable to the qualifying assets up to the period such assets are put to use, is included in the cost of fixed assets.

ii) Capital work in progress includes expenditure during construction period incurred on projects under implementation.

iii) Project expenses are allocated to respective fixed assets on completion of the project i.e. when it is ready for commercial production. Specific items of expenditure that can be identified for any particular asset are allocated directly to related assets head. Where such direct allocation is not possible, allocation is made on the basis of method most appropriate to a particular case. Sales and other income earned before the completion of the project are reduced from project expenses.

iv) Assets identified and evaluated technically as obsolete and held for disposal are stated at lower of book value and estimated net realizable value/salvage value.

4. Depreciation / Amortization (AS-6, AS-26) Tangible Assets i) Depreciation on fixed assets is provided on Straight Line Method (SLM) at the rates and in the manner

provided in Schedule XIV of the Companies Act, 1956 except building on leasehold land depreciated over the period of lease.

ii) Leasehold land is depreciated over the period of lease. iii) Assets costing up to ` 5000/- each are depreciated fully in the year of purchase. iv) Fixed assets not represented by physical assets owned by the Company are amortized over a period of five

years. Intangible Assets Computer Software and E-mark charges are amortized over a period of five years proportionately when such assets are available for use. 5. Inventories (AS-2)

Inventories are valued at lower of cost or net realizable value except waste which is valued at estimated realizable value as certified by the Management. The basis of determining cost for various categories of inventories are as follows: • Stores, Spares & Raw Material:-Weighted average cost (except stores segregated for specific purposes

and materials in transit valued at their specific cost). • Work in process and finished goods :- Material cost plus appropriate share of production overheads and

excise duty wherever applicable • Stock in Trade :- First in First out method based on actual cost

6. Investments (AS-13)

Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long term investments.

Current investments are carried at the lower of cost or fair value. Long term investments are carried at cost less permanent diminution in value, if any.

283

7. Revenue Recognition (AS-9)

Sale of goods is recognized at the point of dispatch to the customer. Sales are stated gross of excise duty as well as net of excise duty; excise duty being the amount included in the amount of gross turnover. Sales exclude VAT/Sales tax and are net of returns and transit insurance claims short received.

Earnings from investments are accrued or taken into revenue in full on declaration or receipts.

Profit/loss on sale of raw materials and stores stand adjusted in their consumption account.

8. Governments Grants (AS-12)

Central Investment Subsidy & DG set subsidy is treated as Capital Reserve. Export incentives are credited to the Profit and Loss Account.

9. Leases(AS-19)

Lease arrangements, where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognized as an operating lease and lease rentals thereon are charged to the Statement of Profit and Loss.

10. Employees benefits (AS-15)

Contribution to Defined Contribution Scheme such as Provident Fund etc. are charged to the Statement of Profit and Loss as incurred. The company has a scheme of Superannuation Fund in Float SBU towards retirement benefits where the Company has no liability other than its annual contribution.

The Gratuity Fund benefits are administered by a Trust recognized by Income Tax Authorities through the Group Gratuity Schemes. The liability for gratuity at the end of each financial year is determined on the basis of actuarial valuation carried out by the Insurer’s actuary on the basis of projected unit credit method as confirmed to the Company. Company’s contributions are charged to the Statement of Profit and Loss. Profits and losses arising out of actuarial valuations are recognized in the Statement of Profit and Loss as income or expense.

The Company provides for the encashment of leave as per certain rules. The employees are entitled to accumulated leave subject to certain limits, for future encashment/availment. In Float SBU the liability is provided based on the number of days of unutilized leave at each balance sheet date on the basis of actuarial valuation using projected unit credit method.

Liability on account of short term employee benefits comprising largely of compensated absences, bonus and other incentives is recognized on an undiscounted accrual basis.

Termination benefits are recognized as an expense in the Statement of Profit and Loss.

11. Foreign Exchange Transactions (AS-11)

Transactions in foreign currency are recorded on initial recognition at the exchange rate prevailing at the time of the transaction.

Transactions outstanding at the year end are translated at exchange rates prevailing at the year end and the profit/loss so determined is recognized in the Statement of Profit and Loss.

The Company has opted for accounting the exchange differences, arising on reporting of long term foreign currency monetary items as per notification dated 31st March, 2009 further amended by notifications dated 11.05.2011 and 29.12.2011 issued by the Ministry of Corporate Affairs, Government of India.

12. Derivatives Instruments (AS-11, AS-30)

284

The Company uses derivative financial instruments such as forward exchange contracts, currency swaps etc. to hedge its risk associated with foreign currency fluctuations relating to the firm commitment. The premium or discount arising at the inception of such contracts is amortized as expense or income over the life of the contract. Derivative contracts outstanding at the balance sheet date are marked to market and resulting loss, if any, is provided for in the financial statements. Any profit or loss arising on cancellation of instrument is recognized as income or expense for the period.

13. Taxation (AS-22)

Current tax is determined as the amount of tax payable in respect of taxable income in accordance with relevant tax rates and tax laws.

Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets are recognized only to the extent there is virtual certainty and convincing evidence that there will be sufficient future taxable income available to realize such assets.

14. Impairment of Assets (AS-28)

Regular review is done to determine whether there is any indication of impairment of the carrying amount of the Company’s fixed assets. If any such indication exists, impairment loss i.e. the amount by which the carrying amount of an asset exceeds its recoverable amount is provided in the books of accounts. In case there is any indication that an impairment loss recognized for an asset in prior accounting periods no longer exists or may have decreased, the recoverable value is reassessed and the reversal of impairment loss is recognized as income in the Statement of Profit and Loss.

15. Provisions & Contingencies (AS-29)

A provision is recognized when the Company has a present obligation as a result of a past event and it is probable that an outflow of resources would be required to settle the obligation, and in respect of which a reliable estimate can be made.

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 cannot be made.

285

Annexure 5A 1. Previous Year Expenses

In the financial statements, for the year ended March 31, 2008, March 31, 2009, March 31, 2010, March 31, 2011 and March 31, 2012, prior period expenditure/income had been charged to the Statement of Profit and Loss. Accordingly, for the purpose of Restated summary statement, the said items have been appropriately adjusted in respective years to which they are related.

2. Change in accounting policy for accounting of "The Effects of Changes in the Foreign Exchange

Rates" In accordance with Companies (Accounting Standards) Amendments Rules 2009, the company had exercised the option of adjusting exchange differences arising on reporting of long term foreign currency monetary items related to acquisition of capital assets in the cost of the assets to be amortized over the balance life of the capital asset as prescribed in the Notification dated March 31, 2009 which was effective in respect of capital assets acquired on or after December 26, 2006 and exchange differences on other long term foreign currency monetary items were accumulated in a "Foreign Currency Monetary Items Translation Difference Account" to be amortized over the balance period of such long term asset/liability. Accordingly for the purpose of Restated summary statements the effect of Notification dated March 31, 2009 is also accounted for the year March 31, 2008 and onwards.

3. Quality Claims

In the financial statements, for the year ended March 31, 2008, March 31, 2009, and March 31, 2011 raw material consumption included adjustments on account of settlement of quality claims. Accordingly, for the purpose of Restated summary statement, the said differences have been appropriately adjusted in respective years to which they are related.

4. Tax adjustment for earlier years

In the financial statements, for the year ended March 31, 2008, March 31, 2009, March 31, 2010 and March 31, 2011 tax adjustments relating to earlier years had been charged to the Statement of profit & loss. Accordingly, for the purpose of Restated summary statement, the said items have been appropriately adjusted in respective years to which they are related.

5. Change in accounting policy for accounting of "Miscellaneous Expenditure Written off"

In accordance with Accounting Standard (AS) - 26 issued by the institute of Chartered Accountants of India, the Company has changed the policy of proportionate write off of deferred revenue expenditure during the year 2007-08 and 2008-09 followed by a subsidiary AIS Glass Solutions Ltd. and has fully written off the unamortized amount balance during the year 2006-07 for the purpose of restatement of consolidated accounts.

Table reflecting reconciliation of audited Reserves & Surplus with Restated Reserves & Surplus (Consolidated) Particulars 6 Month Ended

Sep 30, 2012 For the year ended 31st March

2012 2011 2010 2009 2008 Reserves & Surplus as per audited financial statements

79.57 134.62 199.74 182.96 180.97 275.72

Adjustments prior to Mar 2008 & up to previous year

0.02 (0.03) 0.32 0.35 (4.28) (1.02)

Prior period Adjustments - 0.01 0.06 0.88 0.65 (1.57) Adjustment on account of "The Effects of Changes in the Foreign Exchange Rates"

- - (0.71) (0.71) (0.73) (45.52)

Adjustment on account of Miscellaneous Expenditure written off pursuant to "AS-26"

- - - - 0.02 0.02

Adjustment for change in accounting policy for Quality Claims

- 0.04 (0.04) - 0.01 0.29

286


For the year ended 31st March 2012 2011 2010 2009 2008

Current Tax (MAT) - - 0.34 (0.20) 4.68 (4.14) Reserves & Surplus as per restated financial statements

79.59 134.64 199.71 183.28 181.32 223.78

79.59 134.64 199.71 183.28 181.32 223.78

287

Annexure 5B OTHER NOTES TO ACCOUNTS (CONSOLIDATED)

1. Contingent Liabilities & Commitments (to the extent not provided for)


As at Sep 30, 2012

As at March 31, 2012 2011 2010 2009 2008

a. Claims against the Company not acknowledged as debts (excluding interest and penalty which may be payable on such claims)

i) Excise & Custom Duty 12.86 13.28

13.47

27.84

27.37

25.83

ii) Disputed income tax / wealth tax demands 3.80 3.87 3.67 0.10 0.10 0.17 iii Disputed sales tax demands 10.91 10.9

1 9.87 9.68 25.6

4 -

b. Guarantees i) Bank Guarantee and Letter of Credit Outstanding 44.86 30.5

1 30.2

8 26.4

6 29.8

8 40.0

5 ii) Corporate Guarantees 84.10 82.0

1 71.0

6 51.6

8 51.6

7 51.6

6 c. Others i) Channel Financing from Bank 11.96 9.47 9.33 11.5

4 12.2

3 14.2

7 ii) Others - - - - - 0.13

288

Annexure 5C Consolidated Segment Information

(` In Crores)

Particulars Automotive Glass

Float Glass

Unallocable Eliminations Total

a) Information about Primary Business Segments (As at Sep 30, 2012)

Segment revenue External 502.61 394.11 32.65 - 929.37 Inter segment sales (Net of excise duty) 2.13 16.10 12.68 (30.91) - Other income - - 0.74 - 0.74 Total revenue 504.74 410.21 46.07 (30.91) 930.11 Segment result 31.37 (16.08) (10.64) - 4.65 Unallocated Income (net of expenses) - - 0.32 - 0.32 Operating profit 31.37 (16.08) (10.32) - 4.97 Interest expense - - 85.38 - 85.38 Interest income - - 0.58 - 0.58 Provision for Taxation – Current - - 0.03 - 0.03 Provision for Deferred Taxation - - 23.62 - 23.62 - Fringe Benefit Tax - - - - - - MAT Credit - - 0.03 - 0.03 Tax adjustments for earlier years - - - - - Net profit / (Loss) 31.37 (16.08) (71.50) - (56.21) Other information Segment assets 952.93 1,183.47 131.85 - 2,268.25 Total assets 952.93 1,183.47 131.85 - 2,268.25 Segment liabilities 374.84 232.00 34.55 - 641.39 Share capital and reserves - - 95.59 - 95.59 Minority Interest - - (1.63) - (1.63) Secured and unsecured loans - - 1,614.48 - 1,614.48 Foreign Currency Monetary Item Transaction difference

- (13.81) - - (13.81 )

Deferred Tax (Assets) - - (67.77) - (67.77) Total liabilities 374.84 218.19 1,675.22 - 2,268.25 Capital expenditure 18.00 19.59 0.47 - 38.06 Depreciation / Amortization 32.82 37.43 5.81 - 76.06 b) Information about Secondary Business Segments

Particulars India Outside India

Total

Revenue by Geographical Market External 935.22 25.80 961.02 Less: Inter segment sales (Net of excise duty) (30.91) - (30.91) Total 904.31 25.80 930.11 a) Information about Primary Business Segments (As at Mar 31, 2012)

Segment revenue External 924.60 687.64 77.51 - 1,689.75 Inter segment sales (Net of excise duty) 2.53 52.29 26.93 (81.75) - Other income - - 2.04 - 2.04 Total revenue 927.13 739.93 106.48 (81.75) 1,691.79 Segment result 72.79 (7.31) (13.86) - 51.62 Unallocated Income (net of expenses) - - 0.50 - 0.50 Operating profit 72.79 (7.31) (13.36) - 52.12 Interest expense - - 148.23 - 148.23 Interest income - - 1.34 - 1.34 Provision for Taxation – Current - - 0.02 - 0.02

289


Float Glass


- Deferred - - 27.99 - 27.99 - Fringe Benefit Tax - - - - - - MAT Credit - - 0.02 - 0.02 Net profit / (Loss) 72.79 (7.31) (132.26 ) - (66.78) Other information Segment assets 900.69 1,180.30 134.60 - 2,215.59 Total assets 900.69 1,180.30 134.60 - 2,215.59 Segment liabilities 309.29 208.99 23.14 - 541.42 Share capital and reserves - - 150.64 - 150.64 Minority Interest - - (0.80) - (0.80) Secured and unsecured loans - - 1,580.28 - 1,580.28 Foreign Currency Monetary Item Transaction difference

- (11.80) - - (11.80)

Deferred Tax (Assets) - - (44.15) - (44.15) Total liabilities 309.29 197.19 1,709.11 - 2,215.59 Capital expenditure 111.67 85.01 16.00 - 212.68 Depreciation / Amortization 55.88 65.03 11.00 - 131.91 b) Information about Secondary Business Segments

India Outside India

Total

Particulars Revenue by Geographical Market External 1,725.37 48.17 1,773.54 Less: Inter segment sales (Net of excise duty) (81.75) - (81.75) Total 1,643.62 48.17 1,691.79 a) Information about Primary Business Segments (As at Mar 31, 2011)

Segment revenue External 840.11 650.07 82.20 - 1,572.38 Inter segment sales (Net of excise duty) 2.60 76.32 27.13 (106.05) - Other income - - 1.63 - 1.63 Total revenue 842.71 726.39 110.96 (106.05) 1,574.01 Segment result 93.16 61.87 0.27 - 155.30 Unallocated Income (net of expenses) - - 0.01 - 0.01 Operating profit 93.16 61.87 0.28 - 155.31 Interest expense - - 128.79 - 128.79 Interest income - - 0.79 - 0.79 Provision for Taxation – Current - - (5.46) - (5.46 ) - Deferred - - (10.80) - (10.80) - Fringe Benefit Tax - - - - - MAT Credit - - 5.46 - 5.46 Tax adjustments for earlier years - - - - - Net profit / (Loss) 93.16 61.87 (138.52) - 16.51 Other information Segment assets 820.33 1,094.84 131.48 - 2,046.65 Total assets 820.33 1,094.84 131.48 - 2,046.65 Segment liabilities 164.29 103.36 26.54 - 294.19 Share capital and reserves - - 215.72 - 215.72 Minority Interest - - (0.23) - (0.23) Secured and unsecured loans - - 1,553.13 - 1,553.13 Foreign Currency Monetary Item Transaction difference

- - - - -

Deferred Tax (Assets) - - (16.16) - (16.16) Total liabilities 164.29 103.36 1,779.00 - 2,046.65 Capital expenditure 66.44 46.22 11.32 - 123.98 Depreciation / Amortization 51.76 61.28 9.85 - 122.89

290


Float Glass


b) Information about Secondary Business Segments Particulars India Outside

India Total

Revenue by Geographical Market External 1,636.95 43.11 1,680.06 Less: Inter segment sales (Net of excise duty) (106.05) - (106.05 ) Total 1,530.90 43.11 1,574.01 a) Information about Primary Business Segments (As at Mar 31, 2010)

Segment revenue External 713.30 538.09 70.29 - 1,321.68 Inter segment sales (Net of excise duty) 2.48 97.32 12.81 (112.61) - Other income - - 4.37 - 4.37 Total revenue 715.78 635.41 87.47 (112.61) 1,326.05 Segment result 124.13 (0.10) 0.35 - 124.38 Unallocated Income (net of expenses) - - 2.83 - 2.83 Operating profit 124.13 (0.10) 3.18 - 127.21 Interest expense - - 129.38 - 129.38 Interest income - - 0.63 - 0.63 Income taxes – Current - - - - - - Deferred - - 2.89 - 2.89 - Fringe Benefit Tax - - - - - - MAT Credit - - - - - Tax adjustments for earlier years - - - - - Net profit / (Loss) 124.13 (0.10) (122.68) - 1.35 Other information Segment assets 725.26 1,035.26 131.56 - 1,892.08 Total assets 725.26 1,035.26 131.56 - 1,892.08 Segment liabilities 119.56 76.02 26.69 - 222.27 Share capital and reserves - - 199.29 - 199.29 Minority Interest - - (0.71) - (0.71) Secured and unsecured loans - - 1,497.65 - 1,497.65 Foreign Currency Monetary Item Transaction difference

- 0.55 - - 0.55

Deferred Tax (Assets) - - (26.97) - (26.97) Total liabilities 119.56 76.57 1,695.95 - 1,892.08 Capital expenditure 9.17 (54.14) 2.77 - (42.20) Depreciation / Amortization 53.52 64.78 10.72 - 129.02 b) Information about Secondary Business Segments Particulars India Outside

India Total

Revenue by Geographical Market External 1,342.19 96.47 1,438.66 Less: Inter segment sales (Net of excise duty) (112.61) - (112.61) Total 1,229.58 96.47 1,326.05 a) Information about Primary Business Segments (As at Mar 31, 2009)

Segment revenue External 521.46 661.49 63.35 - 1,246.30 Inter segment sales (Net of excise duty) 0.98 48.73 9.84 -59.55 - Other income - - 1.30 - 1.30 Total revenue 522.44 710.22 74.49 -59.55 1,247.60 Segment result 27.98 2.05 (1.81) - 28.22 Unallocated Income (net of expenses) - - - - -

291


Float Glass


Operating profit 27.98 2.05 (1.81) - 28.22 Interest expense - - 127.00 - 127.00 Interest income - - 0.43 - 0.43 Income taxes – Current - - 1.09 - 1.09 - Deferred - - (56.72) - (56.72) Net profit 27.98 2.05 (72.75) - (42.72) Other information Segment assets 704.49 1,210.38 190.84 - 2,105.71 Total assets 704.49 1,210.38 190.84 - 2,105.71 Segment liabilities 143.81 107.68 36.05 - 287.54 Share capital and reserves - - 197.33 - 197.33 Secured and unsecured loans - - 1,659.17 - 1,659.17 Minority Interest - - (0.44) - (0.44) Foreign Currency Monetary Item Transaction difference

- (13.81) - - (13.81)

Deferred Tax (Asset) / Liability - - (24.08) - (24.08) Total liabilities 143.81 93.87 1,868.03 - 2,105.71 Capital expenditure 90.00 9.30 129.30 - 228.60 Depreciation / Amortization 47.02 60.38 9.67 - 117.07 b) Information about Secondary Business Segments Particulars India Outside

India Total

Revenue by Geographical Market External 1,147.78 159.37 - 1,307.15 Less: Inter segment sales (Net of excise duty) (59.55) - - (59.55) Total 1,088.23 159.37 - 1,247.60 a) Information about Primary Business Segments (As at Mar 31, 2008)

Segment revenue External 494.86 456.01 51.06 - 1,001.93 Inter segment sales (Net of excise duty) 0.71 57.20 6.84 (64.75) - Other income - - 6.05 - 6.05 Total revenue 495.57 513.21 63.95 (64.75) 1,007.98 Segment result 74.91 (23.95 ) (1.65) - 49.31 Unallocated Income (net of expenses) - - 2.58 - 2.58 Operating profit 74.91 (23.95) 0.93 - 51.89 Interest expense - - 84.92 - 84.92 Interest income - - 0.24 - 0.24 Income taxes – Current - - 1.63 - 1.63 - Deferred - - 8.76 - 8.76 Net profit 74.91 (23.95) (94.14) - (43.18 ) Other information Segment assets 674.61 1,100.67 141.43 - 1,916.71 Total assets 674.61 1,100.67 141.43 - 1,916.71 Segment liabilities 80.18 103.72 27.06 - 210.96 Share capital and reserves - - 239.77 - 239.77 Minority Interest - - 0.12 - 0.12 Secured and unsecured loans - - 1,426.78 - 1,426.78 Foreign Currency Monetary Item Transaction difference

- 6.43 - - 6.43

Deferred Tax Liability - - 32.65 - 32.65 Total liabilities 80.18 110.15 1,726.38 - 1,916.71 Capital expenditure 102.64 (3.35) 22.35 - 121.64 Depreciation / Amortization 38.65 56.30 6.91 - 101.86 b) Information about Secondary Business Segments Particulars India Outside Total

292


Float Glass


India Revenue by Geographical Market External 993.47 79.26 1,072.73 Less: Inter segment sales (Net of excise duty) (64.75) - (64.75) Total 928.72 79.26 1,007.98 For management purposes, the Company is organized into two major operating divisions - Automotive Glass and Float Glass. These divisions are the basis on which the company reports its primary segment information. All segment assets and liabilities are directly attributable to the segment. Segment assets include all operating assets used by the segment and consist primarily of fixed assets, inventories, sundry debtors, loans and advances and operating cash and bank balances. Segment liabilities include all operating liabilities and consist primarily of creditors and accrued liabilities. Segment assets and liabilities do not include investments, inter corporate deposits, miscellaneous expenditure, current income tax and deferred tax. Segment revenues and segment results include transfers between business segments. Inter segment sales to Automotive Glass Division are accounted at cost of production plus 10%.These transfers are eliminated on consolidation. Joint expenses are allocated to business segments on a reasonable basis. All other revenues and expenses are directly attributable to the segments. They do not include interest income on inter corporate deposit and interest.

293

Annexure 5E

RELATED PARTY TRANSACTIONS (CONSOLIDATED) List of Related Parties: 1 Associates : AIS Adhesives Ltd.

Asahi India Map Auto Glass Ltd. Vincotte International India Assessment Services (P) Ltd.

2 Enterprises owned or significantly influenced by key management personnel or their relatives:

Shield Autoglass Ltd. Samir Paging Systems Ltd. R.S.Estates (P) Ltd. Nishi Electronics (P) Ltd. Maltex Malsters Ltd. Essel Marketing (P) Ltd. Allied Fincap Services Ltd. Usha Memorial Trust Krishna Maruti Ltd. Crompton Greaves Ltd. Automotive Components Manufacturer’s Association LAN Estate (P) Ltd.

3 Key Management Personnel and their relatives:

Directors: Mr. B.M.Labroo Mr. Sanjay Labroo Mr.Arvind Singh (resigned w.e.f. 08-11-12) Mr. H. Nohara (joined w.e.f. 12-08-09) Mr. P. L. Safaya (resigned w.e.f. 17-11-08) Mr. K. Kojima (resigned w.e.f. 11-08-09) Relatives : Mrs.Kanta Labroo, Mrs Vimmi Singh (till 08-11-12) Mrs Rajani Safaya (till 17-11-08)

4 Other Related Parties where control exists :

Asahi Glass Co. Limited, Japan and its subsidiaries: AGC Flat Glass Asia Pacific Pte. Ltd. AGC Technology Solutions Co. Ltd. AGC Automotive Phillipines Inc. PT Asahimas Flat Glass Co., Ltd. AGC Automotive Thailand Co., Ltd. AGC Flat Glass Hellas SA AGC Flat Glass Coating SA AGC Glass Europe (Formerly AGC Flat Glass Europe) AGC Flat Glass Nederland BV AGC Automotive (Foshan) Co., Ltd. AGC Flat Glass North America Ltd. AGC Flat Glass Klin LLC AGC Flat Glass - (Vastok LLC) - Russia

` In Crore Particulars 6

Months 2011-12 2010-11 2009-10 2008-09 2007-08

Associates Investment in equity Shares AIS Adhesives Limited - - - - 0.70 - Purchase Stores & Spares AIS Adhesives Limited 0.00 - - - - 0.00 Sale of Finished Goods Asahi India Map Auto Glass Ltd. 24.78 45.70 42.01 34.08 37.23 25.16 Interest AIS Adhesives Ltd. 0.01 0.08 0.12 0.07 0.06 0.00 Loan & Advances given

294

Particulars 6 Months

2011-12 2010-11 2009-10 2008-09 2007-08

AIS Adhesives Ltd. - - - 0.40 0.40 0.25 Enterprises owned or significantly Influenced Business Promotion Shield Autoglass Ltd. - 0.00 0.00 - 0.22 0.29 Automotive Components Manufacturers' Association - 0.00 - - 0.00 - Rent R S Estates Pvt. Ltd. 0.09 0.18 0.18 0.18 0.18 0.18 Donation Usha Memorial Trust - - 0.01 - 0.01 0.01 Recruitment & Training Automotive Components Manufacturers' Association - - - 0.00 0.15 0.00 Travelling Automotive Components Manufacturers' Association - - - 0.00 - 0.00 Membership & Subscription Automotive Components Manufacturers' Association - - - 0.01 - 0.02 Vehicle Running Shield Autoglass Ltd. 0.00 - 0.00 0.00 - - Professional Charges Automotive Components Manufacturers' Association - - - 0.03 - - Sales Shield Autoglass Ltd. - - 0.01 - - - Purchase of Stores & spares Crompton Greaves Ltd. - 0.03 - - - - Interest Shield Autoglass Ltd. 0.07 0.09 0.02 Key Management Personnel Rent Mrs. Kanta Labroo 0.02 0.04 0.02 0.02 0.02 0.02 Mrs. Rajani Safaya - - - - 0.04 0.06 Mrs. Vimmi Singh - 0.05 0.07 0.07 0.07 0.07 Sitting Fee Mr. B.M. Labroo 0.01 0.01 0.01 0.01 0.01 0.01 Directors Remuneration 0.48 1.39 1.82 0.64 1.10 2.28 Loan & Advances given Mr. Sanjay Labroo - 0.30 - - - - Others Purchase of Raw Material AGC Flat Glass Asia Pacific Pte. Ltd. 75.98 99.03 41.95 34.58 68.18 74.22 AGC Glass Europe (Formerly AGC Flat Glass Europe)

- 0.66 1.63 3.07 0.29 3.97

AGC Technology Solutions Co. Ltd. - 0.00 0.01 0.89 0.21 0.08 P. T. Asahimas Flat Glass Co., Ltd. - - - 2.07 - - Glaverbel S.A. - - - - - 1.63 Asahi Glass Co., Ltd. Japan 22.13 - - - - - Purchase of Finished Goods Asahi Glass Co., Ltd. Japan - - 2.50 - - - P. T. Asahimas Flat Glass Co., Ltd. - - 9.28 - - - AGC Automotive Thailand Co. Ltd. 2.38 3.02 3.90 - - - AGC Automotive (Foshan) Co., Ltd. 1.08 0.52 - - - - AGC Automotive Philippines, Inc. - 0.18 - - - - Miscellaneous Expenses Asahi Glass Co., Ltd. Japan - - - 0.03 0.02 0.06 Fee For Technical & Consultancy Services Asahi Glass Co., Ltd. Japan 0.02 0.05 1.88 1.64 0.12 0.08 P. T. Asahimas Flat Glass Co., Ltd. - - 0.03 - - - AGC Glass Europe (Formerly AGC Flat Glass Europe)

- 0.04 - - - -

295


2011-12 2010-11 2009-10 2008-09 2007-08

Glaverbel S.A. - - - - 9.99 AGC Automotive Philippines, Inc. 0.01 - - - - - Repair & Maintenance Asahi Glass Co., Ltd. Japan 0.28 0.58 0.22 - 0.04 0.12 AGC Technology Solutions Co., Ltd. 0.13 0.43 0.91 0.33 0.81 0.22 AGC Automotive Thailand Co. Ltd. 0.01 - - - - - AGC Automotive (Foshan) Co., Ltd. 0.95 - - - - - New Model Development Asahi Glass Co., Ltd. Japan 0.06 0.92 0.55 0.11 - - AGC Technology Solutions Co., Ltd. 0.17 0.00 0.08 0.00 - - AGC Automotive Thailand Co., Ltd. 0.03 - - - - - Royalty Asahi Glass Co., Ltd. Japan 4.58 9.74 9.90 9.62 8.45 6.51 AGC Glass Europe (Formerly AGC Flat Glass Europe)

0.35 2.21 4.72 2.67 4.01 4.30


- 8.50 9.75 8.62 11.28 8.13

Stores & Spares Asahi Glass Co., Ltd. Japan 0.54 1.76 1.77 1.90 - - AGC Technology Solutions Co., Ltd. 6.33 13.67 11.05 6.74 - - AGC Automotive Thailand Co., Ltd. 0.70 1.04 0.01 2.63 - - P. T. Asahimas Flat Glass Co., Ltd. 0.81 0.82 0.88 0.70 - - AGC Flat Glass North America Ltd. - - - 0.12 - - AGC Automotive - Philippines - 0.01 - - - - AGC Glass Europe (Formerly AGC Flat Glass Europe)

- 0.13 0.11 - - -

Purchase of Capital Goods Asahi Glass Co., Ltd. Japan 0.21 1.39 2.37 2.84 15.09 43.88 AGC Technology Solutions Co., Ltd. 0.37 0.51 1.14 0.31 0.95 35.26 AGC Automotive Thailand Co., Ltd. - 0.00 - - - - AGC Glass Europe (Formerly AGC Flat Glass Europe)

- - - 6.10 - -

AGC Flat Glass North America Ltd. - - 18.90 - - - P. T. Asahimas Flat Glass Co., Ltd. 0.06 - - - - - Purchase of Traded Goods AGC Flat Glass Asia Pacific Pte. Ltd. 0.82 0.07 0.44 0.46 1.17 - AGC Glass Europe (Formerly AGC Flat Glass Europe)

0.15 0.88 2.05 1.93 2.18 -

Export Commission AGC Flat Glass Asia Pacific Pte. Ltd. - - - - 0.01 - AGC FLAT GLASS HELLAS SA - - - 0.03 - - Asahi Glass Co., Ltd. Japan - - - - 0.02 - Interest Asahi Glass Co., Ltd. Japan 1.94 3.11 2.67 0.37 - - AGC Glass Europe (Formerly AGC Flat Glass Europe)

0.51 0.31 1.76 - - -

AGC Flat Glass Asia Pacific Pte. Ltd. 0.15 - - - - - Advance Given AGC FLAT GLASS NORTH AMERCIA INC - - - 8.98 - - Others Sale of Finished Goods AGC Flat Glass Klin LLC - - - - 14.68 - AGC Flat Glass Asia Pacific Pte. Ltd. - - 0.35 0.86 - 1.42 Asahi Glass Co., Ltd. Japan 0.07 0.01 0.05 0.03 0.11 - AGC Automotive Europe S.A. 6.78 27.33 30.01 33.32 32.12 - AGC Automotive Philippines, Inc. 0.61 0.24 0.66 0.82 0.62 - AGC FLAT GLASS - (VASTOK LLC) - RUSSIA - - - - 16.12 - Interest / Commission Received

296


2011-12 2010-11 2009-10 2008-09 2007-08

AGC Flat Glass Asia Pacific Pte. Ltd. - - 0.09 0.21 0.01 - AGC FLAT GLASS EUROPE SA - - - 0.08 1.30 - AGC Glass Europe (Formerly AGC Flat Glass Europe)

0.06 0.44 0.97 0.67 - 1.33

AGC FLAT GLASS NEDERLAND B.V. - - - 0.03 - - AGC Flat Glass Asia Pacific Pte. Ltd. 0.01 0.01 - - - - AGC Flat Glass North America Ltd. 0.60 AGC FLAT GLASS - (VASTOK LLC) - RUSSIA - - - 0.03 - - Other Income Asahi Glass Co., Ltd. Japan - - 1.36 0.13 - - Amount Written Back AGC Glass Europe (Formerly AGC Flat Glass Europe)

- 2.40 0.00 - - -

Asahi Glass Co., Ltd. Japan - - 0.22 - - - Credit Balances at the end of the Year/Period Enterprises owned or significantly Influenced Shield Autoglass Ltd. 0.00 - - - - 0.03 Key Management Personnel Mr. Sanjay Labroo - - - - - 0.33 Mr. P.L. Safaya - - - - - 0.22 Mr. Arvind Singh - - - - - 0.18 Mr. K. Kojima - - - - - 0.01 Others Asahi Glass Co., Ltd. Japan 29.20 6.92 7.33 14.81 4.80 3.67 AGC Flat Glass Asia Pacific Pte. Ltd. 117.46 52.23 12.51 2.63 9.93 10.24 P. T. Asahimas Flat Glass Co., Ltd. 0.52 0.40 0.22 2.24 0.01 0.38 AGC Automotive Europe S.A. 0.02 0.02 0.02 0.02 0.02 0.01 AGC Automotive Thailand Co., Ltd. 2.52 1.27 0.34 0.62 0.02 0.00 AGC Glass Europe (Formerly AGC Flat Glass Europe)

2.60 2.71 4.38 2.10 8.45 6.37

AGC Technology Solutions Co., Ltd. 7.72 4.89 3.14 2.46 2.67 0.96 AGC FLAT GLASS - (KLIN LLC + VASTOK LLC) - RUSSIA

- - - - 1.82 -


13.73 13.63 3.91 8.81 23.40 12.31

AGC Flat Glass Coating SA 0.03 0.03 0.03 0.03 - - AGC Flat Glass Hellas SA 0.03 0.03 0.03 0.02 - - AGC Automotive Philippines, Inc. 0.00 0.18 - - - - AGC Automotive (Foshan) Co., Ltd. 0.02 0.52 - - - - 173.85 82.82 31.88 33.75 51.11 33.94 Foreign Currency Loan Asahi Glass Co., Ltd. Japan

252.32

244.24 213.94 214.35 242.13 191.54

Debit Balances at the end of the Year/Period Associates AIS Adhesives Ltd. 0.50 1.05 1.05 0.65 0.25 Asahi India Map Auto Glass Ltd. 9.73 6.39 7.60 6.65 7.90 7.67 Enterprises owned or significantly Influenced Crompton Greaves Ltd. - - - - - 0.01 Shield Autoglass Ltd. 1.05 0.90 - - - - Shield Autoglass Ltd. - - 0.01 - - - R S Estates Pvt. Ltd. 0.18 0.18 0.18 0.18 0.18 0.18 Key Management Personnel Mr. P.L. Safaya - - - - 0.02 0.10 Mr. Sanjay Labroo - 0.30 - - 0.05 - Others AGC Automotive Philippines, Inc. - 0.08 0.15 0.15 - 0.02 AGC Automotive Philippines, Inc. - - - - 0.02 -

297


2011-12 2010-11 2009-10 2008-09 2007-08

AGC Technology Solutions Co., Ltd. - - - - 0.13 - AGC Flat Glass Asia Pacific Pte. Ltd. 0.18 0.01 0.03 - - - AGC Flat Glass Asia Pacific Pte. Ltd. - - - - 0.01 0.47 AGC Glass Europe (Formerly AGC Flat Glass Europe)

0.01 0.01 5.09 4.10 5.43 0.22

Glaverbel S.A. - - - - - 0.02 AGC FLAT GLASS KLIN LLC - - - - 1.20 - AGC Automotive Europe S.A. 1.43 2.23 - - - - Asahi Glass Co., Ltd. Japan 0.08 0.02 0.00 0.02 0.02 - 12.66 10.62 14.11 12.15 15.61 8.94 Note: The above mentioned related party transactions have arisen from legitimate business transactions

(` In Crore) Particulars 30/Sep/

12 31/Mar/

12 31/Mar/11

31/Mar/10

31/Mar/09

31/Mar/08

Debit Balances at the end of the Year/Period Asahi India Map Auto Glass Ltd. 9.73 6.39 7.60 6.65 7.90 7.67 Shield Autoglass Ltd. - - 0.01 - - - AGC Automotive Philippines, Inc. - 0.08 0.15 0.15 - 0.02 AGC Flat Glass Asia Pacific Pte. Ltd. 0.18 0.01 0.03 - - - AGC Glass Europe (Formerly AGC Flat Glass Europe) 0.01 0.01 5.09 4.10 5.43 0.22 Glaverbel S.A. - - - - - 0.02 AGC FLAT GLASS KLIN LLC - - - - 1.20 - AGC Automotive Europe S.A. 1.43 2.23 - - - - Asahi Glass Co., Ltd. Japan 0.08 0.02 - 0.02 0.02 - R S Estates Pvt. Ltd. 0.18 0.18 0.18 0.18 0.18 0.18 AIS Adhesives Ltd. 0.50 1.05 1.05 0.65 0.25 Crompton Greaves Ltd. - - - - - 0.01 Shield Autoglass Ltd. 1.05 0.90 - - - - Mr. P.L. Safaya - - - - 0.02 0.10 Mr. Sanjay Labroo - 0.30 - - 0.05 - AGC Automotive Philippines, Inc. - - - - 0.02 - AGC Technology Solutions Co., Ltd. - - - - 0.13 - AGC Flat Glass Asia Pacific Pte. Ltd. - - - - 0.01 0.47 12.66 10.62 14.11 12.15 15.61 8.94

298

Annexure 6 Accounting Ratios Consolidated

Particulars 6 Month

Ended Sep 30, 2012


Net worth as per Annexure 1 (̀ Crore)

A 93.95 149.83 215.67 198.56 196.87 239.89

Net Profit as restated as per Annexure 2 (̀ crore)

B (55.05) (65.07) 16.43 1.96 (42.20) (42.48)

No. of equity shares outstanding at the end of the period

C 159927586

159927586 159927586 159927586 159927586 159927586

Weighted average number of equity shares outstanding during the period for Basic Earnings Per Share

D 159927586

159927586 159927586 159927586 159927586 159927586

Potential Weighted average number of shares outstanding during the period for Dilutive Earning Per Share

E 159927586

159927586 159927586 159927586 159927586 159927586

Adjusted Earnings per Share (Basic) (̀)

B/D (3.44) (4.07) 1.03 0.12 (2.64) (2.66)

Adjusted Earnings per Share (Diluted) (̀)

B/E (3.44) (4.07) 1.03 0.12 (2.64) (2.66)

Return on Net worth (%) B/A (58.59) (43.43) 7.62 0.99 (21.44) (17.71) Net Asset value per Share (̀ )

A/C 5.87 9.37 13.49 12.42 12.31 15.00

The calculation has been made as per the requirement of AS 20 issued by the Institute of Chartered Accountants of India. Note: 1. The ratios have been computed as below: Basic Earnings per share (`)

Net profit/(loss) as restated, attributable to equity shareholders

Weighted average number of equity share outstanding during the period Diluted Earnings per share (̀ )

Net profit/(loss) as restated, attributable to equity shareholders

Potential Weighted average number of equity shares outstanding during the period Return on Net Worth % Net profit/ (loss) after tax, as restated Net worth as restated at the end of the period Net Assets Value per Equity Share (̀)

Net Worth

Number of equity share outstanding at the end of the period 2. Net worth means sum of Equity share capital, Reserves and Surplus minus revaluation reserve and miscellaneous expenditure (to the extent not written off). 3. The Figures disclosed above are based on the restated financial statements of the Company.

299

Annexure 7

RESTATED CONSOLIDATED CAPITALIZATION STATEMENT AS A T SEPTEMBER 30, 2012

(` In crores) Particulars Pre Issue Post Issue (Refer Note No.5

below) Long Term Debt 662.63 Short Term Debt 951.16 Total Debt 1,613.79 Shareholders' Funds - Equity Share capital15,99,27,586 Equity Shares of Rs 1/- each

15.99

Minority Interest - Capital 1.23 - Reserves and Surplus (2.86) Reserve & Surplus - Capital Redemption Reserve 13.95 - Amalgamation Reserve 6.37 - Statutory Reserve 0.23 -General Reserve 156.85 - Profit & Loss A/c (97.81) Total Shareholders' Funds 93.95 Long term Debts / Shareholder's funds 7.05 : 1.00 Total Debt / Shareholders' Funds 17.18 : 1.00 Note: 1. Short term debt represents debts which are due within twelve months from September 30, 2012 and includes current portion of long term debt and excludes interest accrued and due. 2. Long term debt represents debt other than short term debt, as defined above. 3. The figures disclosed above are based on the restated statement of assets and liabilities September 30, 2012. 4. Long Term debt / Equity: Long Term Debt Shareholders'

Funds

5. The corresponding post issue figure are not determinable at this stage pending the completion of the Book Building Process and hence have not been furnished.

300

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL C ONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our Company’s financial condition and results of operations together with the restated consolidated and unconsolidated financial statements which appear in this Draft Letter of Offer. Unless otherwise stated, the financial information used in this section is derived from our audited restated consolidated financial statements as of and for the six month period ended September 30, 2012; the audited restated consolidated financial statements as of and for the fiscal years ended March 31, 2011 and 2010. Our audited restated unconsolidated and consolidated financial statements have been derived from our audited unconsolidated and consolidated financial statements, respectively. The Company’s fiscal year ends on March 31 of each year. Accordingly, all references to a particular fiscal year are to the twelve-month period ended March 31 of that year. This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those set forth in the section “Risk Factors” on page 9 of this Draft Letter of Offer. OVERVIEW Incorporated in 1984, our Company has grown from being a ‘single-plant single-customer’ company to one of the largest integrated glass manufacturer in India with 13 manufacturing units and 3 warehouse cum sub-assembly units and customers including major automobile manufacturers in the country like Maruti Suzuki India Limited, Hyundai Motor India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Toyota Kirloskar Motor Private Limited, Volkswagen Group Sales India Private Limited, Honda Cars India Limited and Volvo Buses India Private Limited and spanning across major cities of India. As one of the largest integrated glass manufacturer in India, our Company along with its Subsidiaries and Associates, offers a wide range of glass products and end to end solutions across the entire glass value chain to its customers, through the following strategic business units (“SBUs”): • Automotive Glass SBU; • Architectural Glass SBU; • Consumer Glass SBU; and • Solar Glass SBU. Under our Automotive Glass SBU we inter alia manufacture and offer products like laminated windshields, defogger glass, tempered glass for sidelites and backlites, rain sensor windshield, heated windshield, plug-in window etc., to original equipment manufacturers (“OEM ”) like Maruti Suzuki India Limited, Hyundai Motor India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Toyota Kirloskar Motor Private Limited, Volkswagen Group Sales India Private Limited, Honda Cars India Limited and Volvo Buses India Private Limited. As of September 30, 2012, the Automotive Glass SBU enjoys approximately 69.5% of the market share (on the basis of the number of glass pieces supplied) in the OEM segment for passenger vehicles (i.e., cars and multi utility vehicles (“MUVs”)) markets. This SBU received the Deming Application Price in 2007 certifying the outstanding performance achieved through application of total quality management (“TQM ”). The Bawal manufacturing unit of Automotive Glass SBU was also honoured with the “TPM Excellence Award-2010” from Japan Institute of Plant Maintenance. The Automotive Glass SBU contributed approximately 54.73% to the Company’s total revenue in FY 2011- 2012. Under the Architectural Glass SBU, we inter alia manufacture, process and offer products like clear and tinted float glass, heat reflective glass, energy efficient reflective glass, solar control glass, unplasticised Polyvinyl Chloride (“uPVC”) windows, tempered burglar proof glass, décor glass, frosted glass, sound resistant glass and impact resistant glass to customers which include automotive safety glass manufacturers, processors, distributors, dealers, channel partners, institutional and other customers through our sales, marketing and distribution network.Further, the Architectural Glass SBU also supplies float glass to the Automotive Glass SBU. The Architectural Glass SBU contributed approximately 44.95% to the Company’s total revenue in FY 2011- 2012.

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Under the Consumer Glass SBU, we offer automotive and architectural glass products through our subsidiary GX Glass Sales and Services Limited (“GX Glass”) and our Associates namely Asahi India Map Auto Glass Limited (“AIM ”) and AIS Adhesive Limited (“AIA ”). GX Glass through its brand ‘Glasxperts’, provides integrated services for glass selection and installation for homes, offices and commercial spaces. Glasxperts aims at providing services which include helping the consumer select and buy the right kind of glass at the right price to having it delivered and installed in a timely and efficient manner. Further, AIM is engaged in the after-market distribution of automotive safety glass manufactured by our Company to dealers and retailers and AIA is engaged in the distribution of sealants to dealers and retailers. AIM and AIA have also entered into franchisee agreements with Shield Autoglass Limited pursuant to which they are operating franchisees of Windshield Experts at certain locations. Windshield Experts is the retail venture of Shield Autoglass Limited, which is engaged in the automotive glass repair and replacement. Our Company has recently set up the Solar Glass SBU as it believes that in the light of limited availability of fossil fuel and continued thrust of the government towards renewable power generation, the Solar Glass SBU could open a fairly promising business avenue for the Company. Set out below is a comparison between our Company’s position in its initial years versus the present position of our Company, which highlights the progress made by our Company since its incorporation: AIS in 1987

AIS today

Automotive glass manufacturing One of the largest integrated glass company in India with significant presence in the automotive and architectural glass value chains

Single Customer being Maruti Suzuki India Limited

Wide spread customer-base across all business verticals. Leader in automotive glass with approximately 69.5% market share (as on September 30, 2012) in the OEM segment for passenger vehicles (i.e., cars and MUVs) markets and a significant market share in architectural and consumers glass business

Single Plant at Bawal (Haryana) 13 manufacturing units and 3 warehouse cum sub-assembly units

Local operations – National Capital Region of Delhi and Haryana

Presence in major cities of India with strategically located manufacturing units, sub-assembly units, warehouses, sales and marketing offices

DESCRIPTION OF SELECTIVE LINE ITEMS FROM STATEMENT OF PROFIT AND LOSS INCOME Revenue from Operations Our revenue from operations currently comprises of: • Revenue from sale of products; and • Revenue from sale of services; Revenue from Sale of Products We currently derive income primarily from the sale of our products from two of our sbus viz., Automotive Glass SBU and Architectural Glass SBU. Our Automotive Glass SBU offers various products like laminated windshields, defogger glass, tempered glass for sidelites and backlites, rain sensor windshield, heated windshield, plug-in window etc., oems. Further, the Architectural Glass SBU also supplies float glass to the automotive glass sbu. Under the consumer glass sbu, we offer automotive and architectural glass products through our Subsidiary GX

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Glass and our Associates AIM and AIA. Our Company has recently set up the Solar Glass SBU as it believes that in the light of limited availability of fossil fuel and continued thrust of the government towards renewable power generation, the Solar Glass SBU could open a fairly promising business avenue for the Company. During fiscals 2012, Automotive and Architectural Glass SBU contributed approximately 54.73% and 44.95% to the Company’s total revenue. Revenue from Sale of Services Our Company provides integrated services through its subsidiary GX Glass through under the brand ‘Glasxperts’, for glass selection and installation for homes, offices and commercial spaces. Other Income Our other income consists primarily of interest income, gain on foreign currency transactions & translation, liabilities/ provisions no longer required written back, commission received, export incentives and other miscellaneous income. Expenses Cost of Materials Consumed The key inputs for manufacturing automotive glass are auto-quality float glass and Poly Vinyl Butyral. The Automotive Glass SBU sources auto-quality float glass from Architectural Glass SBU as well as from external domestic and global sources. Laminated glass requres two sheets of glass along with PVB film to bound them together. Raw materials required for the production of float glass include silica sand, soda ash, dolomite, limestone, feldspar, sodium sulphate, carbon, and cullet. The break-up of cost of materials consumed for the fiscal years ended March 31, 2012, 2011, 2010 and for six months period ended September 30, 2012 is given below:



Float Glass 152.03 272.96 217.06 127.80 PVB Films 53.77 97.71 78.29 70.04 Soda Ash 53.18 91.33 77.95 76.31 Others 71.44 103.78 95.18 60.79 Total 330.42 565.78 468.48 334.94

Purchase of Stock-in-Trade Based on requirement to meet our customers’ demand we also purchase toughened glass, laminated glass and some other products from external sources from time to time. In addition to the above expenses, some other major expense heads include payment of salaries, interest expenses, depreciation on fixed assets and other miscellaneous expenses. FACTORS AFFECTING OUR RESULTS OF OPERATIONS Market conditions affecting the automotive and construction industries Our revenues are primarily derived from our sales of products to our customers in automobile and contruction industries. Given our focus on the automobile industry, our operations are affected by general trends in that industry. The automotive and construction industry is sensitive to factors such as inflation, consumer demand,interest rate, fuel prices and general economic conditions. In addition, the automotive and construction industry may face policy changes in response to industry developments.The slow pace of growth of automobile industry and construction industry has affected business results of our Company in the recent years. For a more

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detailed discussion of the Indian automobile and construction industries, see the section titled “Industry Overview” on page 87 of this Draft Letter of Offer. Purchasing patterns of our significant customers Our Company is dependent on top 10 customers for majority of its revenue in automotive and architectural segment. Sales to these customers accounted for 51.50% of our consolidated income for Fiscal 2012, and we expect this dependence to continue in the future. The demand for our products from these customers has a significant impact on our results of operationsand a change in demand for our products from any of these customers may have a material effect on our business and results of operations. Input costs Purchases of raw materials for the manufacture of our products account for a significant portion of our overall expenditure. Our total cost of material consumed represented 33.44%, 29.77% and 25.76% of our consolidated total income, respectively for fiscals 2012, 2011 and 2010. There is trend of increase in the cost of our raw material as a % to total income. Furthermore, our ability to negotiate adjustments to the prices of our products to account for changes in the cost of raw mterial can play a crucial role in impacting our results of operations. Availability and cost of funds Our total borrowings on consolidated basis as on Sep 30, 2012, March 31, 2012, 2011 and 2010 were ` 1,614.48 crore, ̀ 1,580.28 crore, ̀ 1,553.13 crore and ` 1,497.65 crore respectively. Our primary sources of funds, other than equity capital and internal accruals, includes foreign borrowings from our Promoter and other lenders, including rupee term and working capital loans. We had a Total Debt to Shareholder’s Ratio of 17.18 as on September 30, 2012. Our ability to compete effectively is dependent on our timely access to funds and ability to maintain a low effective cost of funds in the future. Macroeconomic conditions Macroeconomic factors, both in India and globally, such as economic instability, political uncertainty, social upheavals or other force majeure events could influence our performance. In addition, fluctuations in interest rates, exchange rates and inflation rates have a material effect on key aspects of our operations, including the cost of our raw materials and the costs of borrowing required to fund our operations. Our Indian businesses have benefited from a period of sustained economic growth in India. However, the Indian economy has recently shown signs of moderation in growth. The global economic slow down had affected the Indian economy and GDP growth moderated to 6.85 (provisional estimate) in 2008-09 compared to an average of 9.5% (provisional estimate) in the preceding three years. The impact of global slowdown was more intense on industry, particularly the manufacturing sector. We expect that macroeconomic conditions, particularly inflation and interest rates will have a significant impact on our business and results of operations in future periods. For a more detailed discussion of the Indian economy, see the section titled “Industry Overview” on page 87 of this Draft Letter of Offer. SIGNIFICANT ACCOUNTING POLICIES Our financial statements have been prepared in accordance with Indian GAAP. The financial statement are prepared on an accrual basis as a going concern under historical cost convention to comply with the Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956. Our significant accounting policies are set forth in Annexure 5 to our restated consolidated financial statements included on page 285 of this Draft Letter of Offer. The preparation of our financial statements requires us to make difficult and subjective judgment in selecting the appropriate estimates and assumptions that affect the amounts reported in our financial statements. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our observance of trends in the industry and information available from other outside sources, as appropriate. There can be no assurance that our judgments will prove correct or that actual results reported in future periods will not differ from our expectations reflected in our accounting treatment of certain

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items. While we believe that all aspects of our financial statements should be studied and understood in assessing our current and expected financial condition and results, we believe that the following critical accounting policies warrant additional attention: Fixed Assets (i) Fixed assets are carried at the cost of acquisition less accumulated depreciation. The cost of Fixed assets

include taxes, (net of tax credits as applicable), duties, freight and other incidental expenses related to the acquisition and installation of the respective assets. Interest on borrowed funds attributable to the qualifying assets up to the period such assets are put to use, is included in the cost of fixed assets.

(ii) Capital work in progress includes expenditure during construction period incurred on projects under implementation.

(iii) Project expenses are allocated to respective fixed assets on completion of the project i.e. when it is ready for commercial production. Specific items of expenditure that can be identified for any particular asset are allocated directly to related assets head. Where such direct allocation is not possible, allocation is made on the basis of method most appropriate to a particular case. Sales and other income earned before the completion of the project are reduced from project expenses.

(iv) Assets identified and evaluated technically as obsolete and held for disposal are stated at lower of book value and estimated net realizable value/salvage value.

Depreciation / Amortisation Tangible Assets (i) Depreciation on fixed assets is provided on Straight Line Method (SLM) at the rates and in the manner

provided in Schedule XIV of the Companies Act, 1956 except building on leasehold land depreciated over the period of lease.

(ii) Leasehold land is depreciated over the period of lease. (iii) Assets costing upto `5000/- each are depreciated fully in the year of purchase. (iv) Fixed assets not represented by physical assets owned by the Company are amortised over a period of five

years. Intangible Assets Computer Software and E-mark charges are amortised over a period of five years proportionately when such assets are available for use. Inventories Inventories are valued at lower of cost or net realizable value except waste which is valued at estimated realizable value as certified by the Management. The basis of determining cost for various categories of inventories are as follows: • Stores, Spares & Raw Material :-Weighted average cost (except stores segregated for specific purposes and

materials in transit valued at their specific cost). • Work in process and finished goods :- Material cost plus appropriate share of production overheads and

excise duty wherever applicable. • Stock in Trade :- First in First out method based on actual cost. Investments Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long term investments. Current investments are carried at the lower of cost or fair value. Long term investments are carried at cost less permanent diminution in value, if any.

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Revenue Recognition Sale of goods is recognised at the point of dispatch to the customer. Sales are stated gross of excise duty as well as net of excise duty; excise duty being the amount included in the amount of gross turnover. Sales exclude VAT/Sales tax and are net of returns and transit insurance claims short received. Earnings from investments, are accrued or taken into revenue in full on declaration or receipts Profit/loss on sale of raw materials and stores stand adjusted in their consumption account. Governments Grants Central Investment Subsidy & DG set subsidy is treated as Capital Reserve. Export incentives are credited to the Profit and Loss Account. Leases Lease arrangements, where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognized as an operating lease and lease rentals thereon are charged to the Statement of Profit and Loss. Employees benefits Contribution to Defined Contribution Scheme such as Provident Fund etc. are charged to the Statement of Profit and Loss as incurred. The company has a scheme of Superannuation Fund in Float SBU towards retirement benefits where the Company has no liability other than its annual contribution. The Gratuity Fund benefits are administered by a Trust recognized by Income Tax Authorities through the Group Gratuity Schemes. The liability for gratuity at the end of each financial year is determined on the basis of actuarial valuation carried out by the Insurer’s actuary on the basis of projected unit credit method as confirmed to the Company. Company’s contributions are charged to the Statement of Profit and Loss. Profits and losses arising out of actuarial valuations are recognized in the Statement of Profit and Loss as income or expense. The Company provides for the encashment of leave as per certain rules. The employees are entitled to accumulated leave subject to certain limits, for future encashment/availment. In Float SBU the liability is provided based on the number of days of unutilized leave at each balance sheet date on the basis of actuarial valuation using projected unit credit method. Liability on account of short term employee benefits comprising largely of compensated absences, bonus and other incentives is recognized on an undiscounted accrual basis. Termination benefits are recognized as an expense in the Statement of Profit and Loss. Foreign Exchange Transactions Transactions in foreign currency are recorded on initial recognition at the exchange rate prevailing at the time of the transaction. Transactions outstanding at the year end are translated at exchange rates prevailing at the year end and the profit/loss so determined is recognized in the Statement of Profit and Loss. The Company has opted for accounting the exchange differences, arising on reporting of long term foreign currency monetary items as per notification dated 31st March, 2009 further amended by notifications dated 11.05.2011 and 29.12.2011 issued by the Ministry of Corporate Affairs, Government of India. Derivatives Instruments The Company uses derivative financial instruments such as forward exchange contracts, currency swaps etc. to

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hedge its risk associated with foreign currency fluctuations relating to the firm commitment. The premium or discount arising at the inception of such contracts is amortised as expense or income over the life of the contract. Derivative contracts outstanding at the balance sheet date are marked to market and resulting loss, if any, is provided for in the financial statements. Any profit or loss arising on cancellation of instrument is recognized as income or expense for the period. Taxation Current tax is determined as the amount of tax payable in respect of taxable income in accordance with relevant tax rates and tax laws. Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets are recognized only to the extent there is virtual certainty and convincing evidence that there will be sufficient future taxable income available to realize such assets. Impairment of Assets Regular review is done to determine whether there is any indication of impairment of the carrying amount of the Company’s fixed assets. If any such indication exists, impairment loss i.e. the amount by which the carrying amount of an asset exceeds its recoverable amount is provided in the books of accounts. In case there is any indication that an impairment loss recognized for an asset in prior accounting periods no longer exists or may have decreased, the recoverable value is reassessed and the reversal of impairment loss is recognized as income in the Statement of Profit and Loss. Provisions & Contingencies A provision is recognized when the Company has a present obligation as a result of a past event and it is probable that an outflow of resources would be required to settle the obligation, and in respect of which a reliable estimate can be made. 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 cannot be made. RESULTS OF OPERATIONS


For the Year Ended March 31, 2012 2011 2010

A INCOME Amount (`̀̀̀ In

Crores)

% of Total

Income

Amount ( `̀̀̀ In Crores)

% of Total

Income


% of Total

Income


% of Total

Income Revenue from

Operations

Turnover and Inter Division Transfer

1,033.27 111.09% 1,878.41 111.03% 1,774.36 112.73% 1,473.03 111.08%

Less: Inter Unit Transfers

31.77 3.42% 82.92 4.90% 106.84 6.79% 112.85 8.51%

Turnover 1,001.50 107.68% 1,795.49 106.13% 1,667.52 105.94% 1,360.18 102.57% Less: Excise

Duty 74.63 8.02% 115.38 6.82% 110.49 7.02% 66.95 5.05%

Net Sales 926.87 99.65% 1,680.11 99.31% 1,557.03 98.92% 1,293.23 97.52% Sale of Services 0.53 0.06% 1.14 0.07% 0.70 0.04% - - Other Income 2.71 0.29% 10.54 0.62% 16.28 1.03% 32.82 2.48% Total (A) 930.11 100.00% 1,691.79 100.00% 1,574.01 100.00% 1,326.05 100.00% B EXPENDITURE Cost of

materials consumed

330.42 35.52% 565.74 33.44% 468.52 29.77% 341.53 25.76%

Purchase of 7.56 0.81% 12.80 0.76% 19.80 1.26% 11.70 0.88%

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Crores)

% of Total

Income


% of Total

Income


% of Total

Income


% of Total

Income Stock in Trade

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

(37.05) (3.98%) (69.42) (4.10%) (26.33) (1.67%) 40.18 3.03%

Employee Benefits Expense

77.18 8.30% 143.21 8.46% 121.41 7.71% 93.25 7.03%

Finance Cost 85.38 9.18% 148.23 8.76% 128.79 8.18% 129.38 9.76% Depreciation

and Amortization Expense

76.06 8.18% 131.91 7.80% 122.89 7.81% 129.02 9.73%

Other Expenses 470.39 50.57% 854.09 50.48% 711.62 45.21% 582.53 43.93% Total (B) 1,009.94 108.58% 1,786.56 105.60% 1,546.70 98.26% 1,327.59 100.12% C Profit / (Loss)

before Tax and extraordinary items

(79.83) (8.58%) (94.77) (5.60%) 27.31 1.74% (1.54) (0.12%)

D Provision for Tax

- Current Tax 0.03 - 0.02 - 5.46 0.35% - - - Deferred Tax (23.62) (2.54%) (27.99) (1.65%) 10.80 0.69% (2.89) (0.22%) - MAT Credit

Entitlement 0.03 - 0.02 - 5.46 0.35% - -

E Net Profit /(Loss) after Tax but before extraordinary items

(56.21) (6.04%) (66.78) (3.95%) 16.51 1.05% 1.35 0.10%

Less: Extraordinary items

- - - - - - - -

Share of Profit of Associates

0.33 0.04% 0.59 0.03% 0.40 0.03% 0.68 0.05%

Minority Interest

0.83 0.09% 1.12 0.07% (0.48) (0.03%) (0.07) (0.01%)

Net Profit / (Loss) after Tax as restated

(55.05) (5.92%) (65.07) (3.85%) 16.43 1.04% 1.96 0.15%

F Net Profit / (Loss) after Tax as per the audited Financial Statements

(55.05) (5.92%) (65.12) (3.85%) 16.78 1.07% 1.99 0.15%


-AS-11 - - - - (0.71) (0.05%) (0.71) (0.05%) -AS-26 - - - - - - - - Restatement to

prior period items

-Prior period - - 0.01 - 0.06 - 0.88 0.07% -Tax - - - - 0.34 0.02% (0.20) (0.02%)

308




Crores)

% of Total

Income


% of Total

Income


% of Total

Income


% of Total

Income adjustments

-Quality Claims - - 0.04 - (0.04) - - - Total

Adjustments - - 0.05 - (0.35) (0.02%) (0.03) -

G Net Profit / (Loss) after Tax as restated

(55.05) (5.92%) (65.07) (3.85%) 16.43 1.04% 1.96 0.15%

Consolidated Results for the six month period ended September 30, 2012 Significant Events To save energy cost we switched over to natural gas from furnace oil at our Roorkee unit. Income Our total income, comprising Sales from products and services and other income, was ` 930.11 crore for the six month period ended September 30, 2012. Revenue from operations Our Revenue from operations for the six month period ended September 30, 2012 comprised of ` 926.87 crore from sales of products and ` 0.53 crore from sale of services. Our revenue from operations for the six month period ended September 30, 2012, comprised 99.71% of our total income. Other Income Other income was ` 2.71 crore for the six month period ended September 30, 2012, primarily from commission and export incentives. Expenditure The total expenditure before tax, including depreciation, was ̀ 1,009.94 crore for the six month period ended September 30, 2012, which was 108.58% of total income for this period. The breakup of total expenditure before tax is summarized below: Cost of Materials Consumed Cost of materials consumed was ` 330.42 crore for the six month period ended September 30, 2012, primarily comprising of the cost of float glass, PVB films and soda ash. As a percentage of total income, Cost of Materials Consumed was 35.52% for the six month period ended September 30, 2012. Purchase of Stock-in-Trade Purchase of stock-in-trade were ` 7.56 crore for the six month period ended September 30, 2012, comprising of purchase of toughened and traded goods. As a percentage of total income, purchase of stock-in-trade were 0.81% for the six month period ended September 30, 2012. Changes in inventories of finished goods, work-in-progress and Stock-in-Trade There was an increase in Inventories by ` 37.05 crore for the six month period ended September 30, 2012, comprising mostly of increase in inventory of finished goods by ̀ 30.54 crore. As a percentage of total income, the increase was of 3.98% for the six month period ended September 30, 2012.

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Employee Benefits Expense Employee benefits expense were ` 77.18 crore for the six month period ended September 30, 2012, comprising of Salary, wages, allowances, bonus, contribution to provident and other funds and staff welfare expenses. As a percentage of total income, employee benefits expenses were 8.30% for the six month period ended September 30, 2012. Finance Cost Finance cost were ` 85.38 crore for the six month period ended September 30, 2012, comprising of interest expenses and other borrowing costs. As a percentage of total income, finance cost were 9.18% for the six month period ended September 30, 2012. Depreciation and Amortization Expenses Depreciation and amortization expenses were ` 76.06 crore for the six month period ended September 30, 2012. As a percentage of total income, depreciation and amortization expenses were 8.18% for the six month period ended September 30, 2012. Other Expenses Other Expenses were ` 470.39 crore for the six month period ended September 30, 2012, comprising primarilty of expenses on account of consumption of stores and spares, power and fuel, packing and forwarding and other miscellaneous expenses. As a percentage of total income, other expenses were 50.57% for the six month period ended September 30, 2012. Loss before Tax As a result of the foregoing, loss before taxation was ̀ 79.83 crore for the six month period ended September 30, 2012. Provision for Tax The provision for tax reduced our loss before tax by ` 23.62 crore for the six month period ended September 30, 2012. The primary components of our tax liabilities for the six month period ended September 30, 2012 was deferred tax (which reflects the deferred tax asset on account of timing differences between the book profits and taxable profits for the relevant period) of ` 23.62 crore. Net Loss after Tax As a result of the foregoing, the Net Loss after tax (before minority interest and profits from shares in associates) was ` 56.21 crore for the six month period ended September 30, 2012. As a percentage of total income, net loss after tax (before minority interest and profits from shares in associates) was 6.04% for the six month period ended September 30, 2012. Net loss after tax after adjusting for minority interest of ` 0.83 crore and profits from shares in associates of ` 0.33 crore was ` 55.05 crore for the six month period ended September 30, 2012. Consolidated Comparison of fiscal 2012 and fiscal 2011 Income Our total income increased 7.48% to ` 1,691.79 crore in fiscal 2012 from ` 1,574.01 crore in fiscal 2011. The reason for the increase is summarized below: Revenue from operations Our Revenue from operations for the fiscal 2012 comprised of ̀ 1,680.11 crore from sales of products and `

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1.14 crore from sale of services. Our revenue from operations increased by 7.90% to ` 1,680.11 crore in fiscal 2012 from ̀ 1,557.03 crore in fiscal 2011. As a percentage of total income, our revenue from operations increased slightly to 99.38% for fiscal 2012 from 98.92% for fiscal 2011. Other Income Other income decreased by 35.26% to ` 10.54 crore in fiscal 2012 from ` 16.28 crore in fiscal 2011. This decline was mainly due to a significant decrease in the amount of gain received from foreign currency transactions and translations in fiscal 2012. Expenditure The total expenditure before tax, including depreciation, increased by 15.51% to ` 1,786.56 crore in fiscal 2012 from ̀ 1,546.70 crore in fiscal 2011. As a percentage of total income, our total expenditure before tax increased to 105.60% for fiscal 2012 from 98.26% for fiscal 2011. The reasons for the increase are summarized below: Cost of Materials Consumed Cost of materials consumed increased by 20.75% to ` 565.74 crore in fiscal 2012 from ` 468.52 crore in fiscal 2011. As a percentage of total income, the Cost of materials consumed increased to 33.44% in fiscal 2012 from 29.77% in fiscal 2011. The increase in Cost of materials consumed was primarily on account of increase in cost of float glass, soda ash and other raw materials. Purchase of Stock-in-Trade Purchase of Stock-in-Trade decreased by 35.35% to ` 12.80 crore in fiscal 2012 from ` 19.80 crore in fiscal 2011, primarily due to utilization of our own capacities for production of laminated glass. As a percentage of total income, the Purchase of Stock-in-Trade decreased to 0.76% in fiscal 2012 from 1.26% in fiscal 2011. Changes in inventories of finished goods, work-in-progress and Stock-in-Trade Our inventories increased by ` 69.42 crore in fiscal 2012, from ` 210.44 crore in fiscal 2011 to ` 279.86 crore in fiscal 2012, primarily due to increase in stock of finished goods. The finished goods stock increased by ̀ 60.01 crore from ̀ 183.47 crore in fiscal 2011 to ` 243.48 crore in fiscal 2012. As a percentage of total income, the change in inventories was 4.10% in fiscal 2012 and 1.67% in fiscal 2011. Employee Benefits Expense Employee Benefits Expense increased by 17.96% to ` 143.21 crore in fiscal 2012 from ` 121.41 crore in fiscal 2011, primarily due to increase in salaries, wages, allowances and bonuses, increase in head count of work force, etc. As a percentage of total income, employee benefits expense increased to 8.46% in fiscal 2012 from 7.71% in fiscal 2011. Finance Cost Finance cost increased by 15.09% to ` 148.23 crore in fiscal 2012 from ` 128.79 crore in fiscal 2011. The increase in finance cost was due to increase in our borrowing coupled with increase in the interest rates leading to increase in our finance cost. Our total borrowings increased from ` 1553.13 crore in fiscal 2011 to ` 1580.28 crores in fiscal 2012. Finance cost as a percentage of total income slightly increased to 8.76% in fiscal 2012 from 8.18% in fiscal 2011. Depreciation and Amortization Expenses Depreciation increased by 7.34% to ` 131.91 crore in fiscal 2012 from ` 122.89 crore in fiscal 2011. The increase in depreciation was due to depreciation on plant and machinery and other assets capitalized and purchased during fiscal 2012. Depreciation as a percentage of total income was almost same i.e., 7.80% in fiscal

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2012 and 7.81% in fiscal 2011. Other Expenses Other expenses increased by 20.02% to ` 854.09 crore in fiscal 2012 from ` 711.62 crore in fiscal 2011. The increase in other expenses was mostly on account of increase in power and fuel cost and consumption of stores and spares. Other expenses as a percentage of total income increased to 50.48% in fiscal 2012 from 45.21% in fiscal 2011. Loss before Tax As a result of the foregoing, we had Loss before tax of ` 94.77 crore in fiscal 2012 in place of profit before tax of ` 27.31 crore in fiscal 2011. Provision for Tax The provision for tax reduced our loss before tax by ` 27.99 crore in fiscal 2012. The primary reason of this decrease was because of provision for deferred tax (which reflects the deferred tax asset on account of timing differences between the book profits and taxable profits for the relevant period) of ` 27.99 crore. However, we had a provision for tax liability of ` 10.80 crore in fiscal 2011 on account of profits before tax. Loss after Tax As a result of the foregoing, and primarily due to increase in our expenses of cost of material consumed and employee benefit expense, we had net loss after tax (before minority interest and profits from shares in associates) of ̀ 66.78 crore in fiscal 2012. During fiscal 2011 we had a net profit after tax (before minority interest and profits from shares in associates) of ` 16.51 crore. Post adjustment of minority interest and profits from shares in associates, our net loss after tax for fiscal 2012 stood at ` 65.07 crore. Consolidated Comparison of fiscal 2011 and fiscal 2010 Income Our total income increased 18.70% to ` 1,574.01 crore in fiscal 2011 from ` 1,326.05 crore in fiscal 2010. The reason for the increase is summarized below: Revenue from operations Our Revenue from operations for the fiscal 2011 comprised of ̀ 1,557.03 crore from sales of products and ` 0.70 crore from sale of services. Our revenue from sale of products increased by 20.40% to `1,557.03 crore in fiscal 2011 from ̀ 1,293.23 crore in fiscal 2010. As a percentage of total income, our revenue from operations increased to 98.92% for fiscal 2011 from 97.52% for fiscal 2010. Other Income Other income decreased by 50.40% to ` 16.28 crore in fiscal 2011 from ` 32.82 crore in fiscal 2010. This decline was mainly due to a significant decline in the amount of gain received from foreign currency transactions and translations in fiscal 2011. Expenditure The total expenditure before tax, including depreciation, increased by 16.50% to ` 1,546.70 crore in fiscal 2011 from ` 1,327.59 crore in fiscal 2010. As a percentage of total income, our total expenditure before tax decreased to 98.26% for fiscal 2011 from 100.12% for fiscal 2010. The reasons for the decrease are summarized below:

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Cost of Materials Consumed Cost of materials consumed increased by 37.18% to ` 468.52 crore in fiscal 2011 from ` 341.53 crore in fiscal 2010. As a percentage of total income, the Cost of materials consumed increased to 29.77% in fiscal 2011 from 25.76% in fiscal 2010. The increase in Cost of materials consumed was primarily on account of increase in cost of float glass, soda ash and other raw materials. Purchase of Stock-in-Trade Purchase of Stock-in-Trade increased by 69.23% to ` 19.80 crore in fiscal 2011 from ` 11.70 crore in fiscal 2010, primarily due to increase in the import of laminated glass. As a percentage of total income, the Purchase of Stock-in-Trade decreased to 1.26% in fiscal 2011 from 0.88% in fiscal 2010. Changes in inventories of finished goods, work-in-progress and Stock-in-Trade Our inventories increased by ` 26.33 crore in fiscal 2011, from ` 279.86 crore in fiscal 2010 to ` 306.19 crore in fiscal 2011. The finished goods stock increased by ` 22.93crore from ̀163.18crore in fiscal 2010 to `186.11 crore in fiscal 2011. As a percentage of total income, the change in inventories was 1.67% in fiscal 2011 and 3.03% in fiscal 2010. Employee Benefits Expense Employee Benefits Expense increased by 30.20% to ` 121.41 crore in fiscal 2011 from ` 93.25 crore in fiscal 2010, primarily due to increase in salaries, wages, allowances bonuses, increase in head count of work force etc. As a percentage of total income, employee benefits expense increased to 7.71% in fiscal 2011 from 7.03% in fiscal 2010. Finance Cost Finance cost decreased marginally by 0.46% to ` 128.79 crore in fiscal 2011 from ` 129.38 crore in fiscal 2010. Finance cost as a percentage of total income decreased to 8.18% in fiscal 2011 from 9.76% in fiscal 2010.. Depreciation and Amortization Expenses Depreciation decreased by 4.75% to ` 122.89 crore in fiscal 2011 from ` 129.02 crore in fiscal 2010. The decrease in depreciation was due to impact of deduction of foreign exchange in the cost of fixed assets. Depreciation as a percentage of total income was 7.81% in fiscal 2011 and 9.73% in fiscal 2010. Other Expenses Other expenses increased by 22.16% to ` 711.62 crore in fiscal 2011 from ` 582.53 crore in fiscal 2010. The increase in other expenses was mostly on account of increase in the power and fuel and packing and forwarding. Other expenses as a percentage of total income increased to 45.21% in fiscal 2011 from 43.93% in fiscal 2010. Profit before Tax As a result of the foregoing, we had profit before tax of ̀ 27.31 crore in fiscal 2011 in place of loss before tax of ` 1.54 crore in fiscal 2010. The turnaround was mostly on account of increase in demand for our products in automotive segment, enhanced value addition and optimal product mix. However, part of the improvement was offset by higher input costs. Provision for Tax The provision for tax liability was of ` 10.80 crore in fiscal 2011. Provision of current tax liability was offset by MAT credit entitlement. In the fiscal 2010 there was no current tax liability on account of Loss before tax.

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Profit after Tax As a result of the foregoing, and primarily due to increase in our revenue from operating income, our net profit after tax (before minority interest and profits from shares in associates) increased to ` 16.51 crore in fiscal 2011 vis-à-vis ` 1.35 crore during fiscal 2010. Post adjustment of minority interest and profits from shares in associates, our net profit after tax for fiscal 2011 stood at ̀ 16.43 crore. Effect of Restatement The Company’s audited restated consolidated and unconsolidated financial information for the six month period ended September 30, 2012; and for the fiscal years ended March 31, 2012, 2011, 2010, 2009 and 2008 have been presented in compliance with paragraph B(1) of Part II of Schedule II to the Companies Act, Indian GAAP and the SEBI Regulations. The effect of such restatement is that the Company’s consolidated and unconsolidated financial statements have been restated to conform to methods used in preparing the Company’s latest financial statements, as well as to conform to any changes in accounting policies and estimates. The principal adjustments to the Company’s consolidated financial statements, including on account of changes in accounting policies and estimates, are described below: Material Adjustments

6 Months ended Sep

2012


Profit as per Audited Financials (A) (55.05) (65.12) 16.78 1.99 Adjustment for change in accounting policy - AS-11 - - (0.71) (0.71) Restatement to prior period items - Prior period - 0.01 0.06 0.88 - Income tax - - 0.34 (0.20) - Quality Claims - 0.04 (0.04) 0.00 Total Adjustments - 0.05 (0.35) (0.03) Profit as per Restated (55.05) (65.07) 16.43 1.96 Note :- Adjustment for change in accounting policy is net of tax impact Adjustments represent expenses and income restated to the respective years to which they relate, irrespective of the year in which the event triggering the profit or loss occurred. Prior Period Items: In the financial statements, for the year ended March 31, 2008, March 31, 2009, March 31, 2010, March 31, 2011 and March 31, 2012, prior period expenditure/income had been charged to the Statement of Profit and Loss. Accordingly, for the purpose of Restated summary statement, the said items have been appropriately adjusted in respective years to which they are related. Quality claims (Glass-Raw Materials): In the financial statements, for the year ended March 31, 2008, March 31, 2009, and March 31, 2011 raw material consumption included adjustments on account of settlement of quality claims. Accordingly, for the purpose of Restated summary statement, the said differences have been appropriately adjusted in respective years to which they are related. Tax adjustment for earlier years: In the financial statements, for the year ended March 31, 2008, March 31, 2009, March 31, 2010 and March 31, 2011 tax adjustments relating to earlier years had been charged to the Statement of profit & loss. Accordingly, for the purpose of Restated summary statement, the said items have been appropriately adjusted in respective years to which they are related. Change in accounting policy for accounting of "The Effects of Changes in the Foreign Exchange Rates": In accordance with Companies (Accounting Standards) Amendments Rules 2009, the company had exercised the option of adjusting exchange differences arising on reporting of long term foreign currency monetary items related to acquisition of capital assets in the cost of the assets to be amortised over the balance life of the capital asset as prescribed in the Notification dated March 31, 2009 which was effective in respect of capital assets acquired on or after December 26, 2006 and exchange differences on other long term foreign currency monetary items were accumulated in a "Foreign Currency Monetary Items Translation Difference Account" to be

314

amortised over the balance period of such long term asset/liability. Accordingly for the purpose of Restated summary statements the effect of Notification dated March 31, 2009 is also accounted for the year March 31, 2008 and onwards. Change in accounting policy for accounting of "Miscellaneous Expenditure Written off": In accordance with Accounting Standard (AS) - 26 issued by the institute of Chartered Accountants of India, our Company has changed the policy of proportionate write off of deferred revenue expenditure during the year 2007-08 and 2008-09 followed by a subsidiary AIS Glass Solutions Ltd. and has fully written off the unamortised amount balance during the year 2006-07 for the purpose of restatement of consolidated accounts. LIQUIDITY AND CAPITAL RESOURCES Our business is capital intensive. The table below summarizes the Company’s audited restated consolidated cash flows for the following periods:

Six month period ended

September 30, 2012


(`̀̀̀ in crore) Net cash inflow/ (used) in operating activities

5.63 159.42 81.35 113.31

Net cash inflow/(used) in investing activities

(36.88) (195.54) (125.82) 45.81

Net cash inflow/ (used) in financing activities

34.20 27.50 55.68 (161.52)

Net cash and cash equivalents inflow/(used)

2.95 (8.62) 11.21 (2.40)

Cash and cash equivalents (closing balance)

19.88 16.93 25.55 14.34

Cash Flows from Operating Activities Our Company’s net cash from operating activities in the six month period ended September 30, 2012 was ` 5.63 crore, primarily due to cash generated from operations before working capital changes of ` 84.47 crore, an increase in trade payables & other current liabilities of ̀ 100.77 crore, off-set by an increase in trade receivables & advances of ̀ 36.24 crore, an increase in inventories of ` 52.92 crore, interest paid of ` 85.38 crore and decrease in foreign currency monetary fund of ` 5.07 crore. Our Company’s net cash from operating activities in the fiscal 2012 was ` 159.42 crore, primarily due to cash generated from operations before working capital changes of ̀ 188.86 crore, an increase in trade payables & other current liabilities of ̀ 247.78 crore, off-set by an increase in trade receivables & advances of ` 17.49 crore, an increase in inventories of ` 95.42 crore, interest paid of ` 148.23 crore and decrease in foreign currency monetary fund of ` 16.08 crore. Our Company’s net cash from operating activities in the fiscal 2011 was ` 81.35 crore, primarily due to cash generated from operations before working capital changes of ̀ 277.30 crore, an increase in trade payables & other current liabilities of ̀ 71.94 crore and an increase in foreign currency monetary fund of ̀ 0.78 crore, off-set by an increase in trade receivables & advances of ` 73.59 crore, an increase in inventories of ` 66.29 crore and interest paid of ` 128.79 crore. Our Company’s net cash from operating activities in the fiscal 2010 was ` 113.31 crore, primarily due to cash generated from operations before working capital changes of ̀ 252.71 crore, a decrease in trade receivables & advances of ̀ 8.47 crore, decrease in inventories of ` 31.80 crore, increase in foreign currency monetary fund of ` 14.91 crore, off-set by a decrease in trade payable other current liabilities of ` 65.20 crore and interest paid of ` 129.38. Cash Flows from Investing Activities

315

The Company’s cash flow used in investing activities represents capital expenditure comprising plant and equipment, offset in each period by disposal of fixed assets and interest received. Net cash used in investing activities was ̀ 36.88 crore during the six month period ended September 30, 2012 primarily due to expenditures incurred purchase of fixed assets of ` 38.04 crore, partially offset by the sales of fixed assets of ̀ 0.58 crore and interest received of ` 0.58 crore. For the fiscal 2012, the Company’s net cash used in investing activities increased to ` 195.54 crore as compared to ` 125.82 crore in fiscal 2011 primarily due to expenditure incurred on purchase of fixed assets, which increased by 50.35% to ` 193.64 crore in fiscal 2012 from ` 128.79 crore in fiscal 2011. Net cash inflow in investing activities was ̀ 45.81 crore during the fiscal 2010, primarily due to gain on account of exchange fluctuation on foreign currency borrowings towards fixed assets. Cash Flows from Financing Activities The Company’s cash inflows from financing activities have been derived primarily from proceeds from long term and short term borrowings. For the six month period ended September 30, 2012, the Company’s net cash inflow from financing activities was ̀ 34.50 crore, primarily from proceeds from long term borrowings of ̀ 24.64 crore and from short terms borrowing of ̀ 123.75 crore. The inflow was partially offset by repayment of long term borrowing of ` 114.19 crore. For the fiscal 2012, the Company’s net cash inflow from financing activities were of ` 27.50 crore as compared to ` 55.68 crore in fiscal 2011 primarily due to issuance of equity share capital of ` 0.35 crore in one of our subsidiary, ̀ 232.02 crore from proceeds from long term borrowings and ̀ 31.61 crores from procees of short term borrowing. This was offet by ` 236.48 crore of repayment of long term borrowings. For the fiscal 2010, the Company’s net cash outflow from financing activities were of ` 161.52 crore primarily due to proceeds from long term borrowings of ` 244.10 crore being offset by repayment of long term borrowing of ` 287.64 crore and decrease in short term borrowings by ̀ 117.98 crore. Indebtedness As at September 30, 2012, we had outstanding secured loans of ̀ 1,297.64 crore and unsecured loans of ` 316.84 crore. As of March 31, 2012 we had outstanding secured loans of ` 1,333.26 crore and unsecured loans of ` 247.02 crore. For further details on our unsecured and secured loans, including the debt covenants that we are bound by, see the section titled “Financial Indebtedness” on page 195 of this Draft Letter of Offer. Contingent Liabilities & Commitments (to the extent not provided for) We had contingent liabilities in the following amounts, as disclosed in our consolidated financial statements:

Details As of September 30, 2012

(`̀̀̀ in crore) a. Claims against the Company not acknowledged as debts (excluding interest and penalty which may be payable on such claims)

i) Excise & Custom Duty 12.86 ii) Disputed income tax / wealth tax demands 3.80 iii Disputed sales tax demands 10.91 b. Guarantees i) Bank Gurantee and Letter of Credit Outstanding 44.86 ii) Corporate Guarantees 84.10 c. Others i) Channel Financing from Bank 11.96

316

Transactions with Associates and Related Parties From time to time, we enter into transactions with companies that are controlled by members of the Company’s Promoter, Promoter Group, Group Entities and other related parties in the ordinary course of our business. For details regarding our related party transactions, see the section titled “Financial Statements —Related Party Transactions” on page 216 of this Draft Letter of Offer. Known Trends or Uncertainties Other than as described in this Draft Letter of Offer, particularly in the sections “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 9 and 300, respectively, to our knowledge, there are no trends or uncertainties that have or had or are expected to have a material adverse impact on the Company’s income from continuing operations. Unusual or Infrequent Events or Transactions Other than as described in this Draft Letter of Offer, to our knowledge, there have been no events or transactions that may be described as ‘unusual’ or ‘infrequent’. Seasonality of Business Our Company’s business is not seasonal. However, during the last quarter of every year due to increase in sale of passenger vehicles, our sales are usually higher in this quarter in comparison to sale in earlier quarters. Competitive Conditions We operate in highly competitive industries, and we expect that competition will continue to increase with the entry of new companies in the automotive glass and architectural glass industries. For further details regarding our competitive conditions and our main competitors, see “Risk Factors” and “Our Business” on pages 9 and 95, respectively. Future Relationship between Costs and Income Other than as described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 9 and 300, respectively, to our knowledge, there are no known factors that will have a material adverse impact on our operations and finances. Significant Dependence on a Single or Few Customers As described in “Risk Factors” and “Our Business” on pages 9 and 95, respectively, we depend on a few customers for majority of our revenue from automotive segment. These customers include Maruti Suzuki India Limited, Hyundai Motor India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Toyota Kirloskar Motor Private Limited, Volkswagen Group Sales India Private Limited, Honda Cars India Limited, Ford India Private Limited, Nissan Motors India Private Limited, and Lakshmi Float Glass. The loss of any customer or loss of share of business from any of such major customer could adversely affect our Company. As of September 30, 2012, our top 10 customers accounted for 51.50% of total revenue and MSIL alone contributed 16% of our Company’s revenues. Significant Developments after September 30, 2012 that may affect our future Results of Operations To our knowledge, no circumstances have arisen since the date of the last financial statements disclosed in this Draft Letter of Offer, which materially and adversely affect or are likely to affect, our operations or profitability, the value of our assets or our ability to pay our material liabilities within the next twelve months. There is no development subsequent to September 30, 2012 that we believe is expected to have a material impact on the reserves, profits, earnings per share and book value of our Company.

317

STOCK MARKET DATA FOR EQUITY SHARES OF THE COMPANY The stock market data for the Equity Shares issued by our Company listed on the NSE and /or BSE are set forth below. Listing

Our Company’s Equity Shares are listed on the BSE and NSE. As our Company’s Equity Shares are actively traded on the NSE and BSE, stock market data has been given separately for each of the Stock Exchanges. 1. The high and low closing prices recorded on NSE during the last three years and the number of Equity

Shares traded on the days the high and low prices were recorded are stated below.

NSE Year High (`)`)`)`) Date of High Volume on date of high

(No. of equity shares) Low (`)`)`)`) Date of Low Volume on date of low

(No. of equity shares) 2012 104.85 20-Apr-11 161994 49.5 20-Dec-11 25445 2011 121.3 9-Nov-10 376386 60.8 1-Apr-10 52361 2010 77.7 18-Jan-10 447274 40 1-Apr-09 6400 Source: www.nseindia.com

2. The high and low closing prices and volume of Equity Shares traded on the respective dates on the NSE

during the last six months are as follows:

NSE Month High (`)`)`)`) Date of

High Volume on date of high (No. of equity shares)

Low (`)`)`)`) Date of Low Volume on date of low

(No. of equity shares)

January 2013 53.8 3-Jan-13 27,433 48.7 29-Jan-13 12,590 December, 2012 57.9 3-Dec-12 7,711 52.35 27-Dec-12 41,158 November, 2012 65.35 1-Nov-12 7,281 56 26-Nov-12 15,498 October, 2012 68.45 1-Oct-12 11,365 65 31-Oct-12 21,718 September, 2012 71.25 11-Sep-12 23,956 65.3 25-Sep-12 16,478 August, 2012 71.5 22-Aug-12 1,04,509 60.35 1-Aug-12 11,743 Source: www.nseindia.com

3. The week-end closing prices of the Equity Shares on the NSE in the last four weeks together with the

high and low prices are set out below:

NSE Week

ended on High (`)`)`)`) Date of High Volume on date of

high (No. of equity shares)

Low (`)`)`)`) Date of Low Volume on date of low (No. of equity

shares) 1-Feb-13 50 30-Jan-13 49,935 48.7 29-Jan-13 12,590 25-Jan-13 51.25 21-Jan-13 13,801 49.45 24-Jan-13 21,057 18-Jan-13 51.9 15-Jan-13 17,584 50.95 14-Jan-13 13,164 11-Jan-13 52.55 7-Jan-13 21,118 51.7 11-Jan-13 10,876 Source: www.nseindia.com

4. The high and low closing prices recorded on BSE during the last three years and the number of Equity

Shares traded on the days the high and low prices were recorded are stated below.

BSE Year High (`)`)`)`) Date of High Volume on date of high

(No. of equity shares) Low (`)`)`)`) Date of Low Volume on date of low

(No. of equity shares) 2012 104.7 20-Apr-11 114166 49.95 20-Dec-11 30697 2011 121.2 9-Nov-10 264552 60.8 1-Apr-10 43231 2010 77.8 18-Jan-10 368325 39.5 1-Apr-09 1167

318

Source: www.bseindia.com 5. The high and low closing prices and volume of Equity Shares traded on the respective dates on the BSE

during the last six months are as follows:

BSE Year High ( `̀̀̀) Date of High Volume on date of

high (No. of equity

shares)

Low ( `̀̀̀) Date of Low

Volume on date of low


January, 2013 54.05 3/1/2013 35,635 48.65 29/01/13 15,707 December, 2012 57.8 7/12/2012 4,301 52.15 27/12/12 11,577 November, 2012 65.2 1/11/2012 3,223 55.75 26/11/12 5,427 October, 2012 68.45 5/10/2012 14,993 65.1 31/10/12 19,098 September, 2012 71.3 11/9/2012 18,327 65.15 21/09/12 64,569 August, 2012 71.25 22/08/12 49,106 60 2/8/2012 406

Source: www.bseindia.com 6. The week-end closing prices of the Equity Shares on the BSE in the last four weeks together with the

high and low prices are set out below:

BSE Week ended

on High ( `̀̀̀) Date of High Volume on date of

high (No. of equity

shares)

Low (`̀̀̀)

Date of Low

Volume on date of low


1/2/2013 50.35 30/01/13 30,418 48.65 29/01/13 15,707 25/01/13 51.20 21/01/13 6,170 49.65 24/01/13 8,929 18/01/13 52.10 16/01/13 11,091 50.90 18/01/13 1,354 11/1/2013 52.6 10/1/2013 24,338 51.75 11/1/2013 2,592

Source: www.bseindia.com

The Issue price of ` [●]/- has been arrived at in consultation between our Company and the Lead Managers.

319

SECTION VI – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENT

Except as stated below, there are no outstanding litigations, suits, criminal or civil prosecutions, proceedings or tax liabilities against the Company and its Subsidiaries, Directors, Promoters and Group Entities, and there are no defaults, non-payment of statutory dues, over-dues to banks/financial institutions, defaults against banks/financial institutions, defaults in creation of full security as per terms of issue/other liabilities, proceedings initiated for economic/civil/any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (I) of Part 1 of Schedule XIII of the Companies Act) other than an unclaimed liability of the Company or Subsidiaries and no disciplinary action has been taken by SEBI or any stock exchanges against the Company, Subsidiaries, Promoters and Directors. Litigation involving the Promoter and Group Entities Except as stated below there are no (i) pending matters which, if they result in an adverse outcome, would materially and adversely affect the operations or the financial position of the respective Promoter or Group Entity; (ii) matters which are pending involving (a) issues of moral turpitude or criminal liability on the part of the Promoter or Group Entity: (b) material violations of statutory regulations by the Promoter or Group Entity; and (c) economic offences where proceedings have been initiated against the Promoter or Group Entity. For the purpose of determining materiality, the following tests or parameters have been applied: (i) for the outstanding litigations which may not have any impact on the future revenues, the disclosure is made required (a) where the aggregate amount involved in such individual litigation exceeds 1% of the net worth of the respective Promoter or Group Entity as per last completed financial year; or (b) where the decision in one case is likely to affect the decision in similar cases, even though the amount involved in single case individually may not exceed 1% of the net worth of the respective Promoter or Group Entity as per the last completed financial year; and (ii) for the outstanding litigations which may have any impact on the future revenues, the disclosure is required (a) where the aggregate amount involved in such individual litigation is likely to exceed 1% of the total revenue of the respective Promoter or Group Entity as per last completed financial year; or (b) where the decision in one case is likely to affect the decision in similar cases, even though the amount involved in single case individually may not exceed 1% of the total revenue of the Group Entity, if similar cases put together collectively exceed 1% of total revenue of the respective Promoter or Group Entity as per last completed financial year. Further, certain litigation information pertaining proceedings under Negotiable Instruments Act, Taxation disputes, civil proceedings, labour matters, consumer matters and arbitration matters have been provided in a consolidated manner. Neither our Company nor our Promoters, members of the Promoter Group and Subsidiaries have been declared as wilful defaulters by the RBI or any other Governmental authority and, there are no violations of securities laws committed by them in the past or pending against them, except as mentioned below. I. Litigation involving the Company 1. Litigation against the Company (a) Criminal Matters 1. Mr. Shriniwas Shivraj Lakhapti (“Complainant”) has a filed a criminal complaint (bearing no. 177 of

2007) before the Judicial Magistrate First Class Court, Panvel against 4 executives of our Company namely Mr. P.L. Saphaya, Mr. G.C. Panigrahi, Mr. B.D. Kode and Mr. R.K. Prasad, alleging that due to the negligence and recklessness of the mentioned executives, 2 workmen namely Mr. Kailash Hajare and Mr. Madhukar Rathod were killed. The Complainant has prayed that the aforementioned executives be tried under Sections 304A, 193, 288, 201, 418, 426 and 34 of the Indian Penal Code. The matter is presently pending before the Judicial Magistrate First Class Court, Panvel.

320

2. The Sub-divisional District Magistrate, Tehsil Roorkee (“Authority ”) had issued notice/conditional order for removal of nuisance dated July 6, 2007 to our Company under Section 133 of the Criminal Procedure Code 1973. The Authority has alleged that our Company has caused unlawful obstruction or nuisance to certain parcels of land pertaining to a drain (nala) along with blockage of patri of nala, forming part of the factory premises situated at Roorkee. Our Company has in its reply denied the above stated allegation. The matter is presently pending before the Sub-divisional District Magistrate.

(b) Tax Matters Income Tax 1. Assessment Year 2011- 12

A notice under Section 143(2) of the Act has been issued by the Assistant Commissioner of Income Tax, Circle 2(1), New Delhi, to our Company requiring our Company to furnish certain documents such as the balance sheet, profit and loss account, computation of income or tax or notes to the same, audit report, along with reasons and disclosures in support of various claims made in the return filed by our Company on February 1, 2012 with the Income Tax Authorities. The matter has been adjourned sinedie till taken up for assessment and the outcome of financial liability, if any will be ascertained post the assessment. Further, a notice dated December 13, 2012 under Section 92 CA (2) and 92 D (3) of the Income Tax Act has been issued by Additional Commissioner of Income Tax, Transfer pricing officer 1(1) New Delhi for computation of arm’s length price regarding assessment 2011-12.

2. Assessment Year 2010-11

A notice dated January 20, 2012 under Section 143(2) of the Act has been issued by the Assistant Commissioner of Income Tax, Circle 2(1), New Delhi, to our Company requiring our Company to furnish certain documents such as the balance sheet, profit and loss account, computation of income or tax or notes to the same, audit report, along with reasons and disclosures in support of various claims made in the return filed by our Company on February 1, 2012 with the Income Tax Authorities. The matter has been adjourned sinedie till taken up for assessment and the outcome of financial liability, if any will be ascertained post the assessment.

Further, a notice dated December 19, 2011 under Section 92 CA (2) and 92 D (3) of the Income Tax Act has been issued by Additional Commissioner of Income Tax, Transfer pricing officer 1(1) New Delhi for computation of arm’s length price regarding assessment 2010-11.


(a) A notice dated July 28, 2011 (“Notice”) under Section 276B of the Act, issued by the Assistant Commissioner of Income Tax (TDS), Dehradun, has been received by our Company, observing that our Company had deducted tax (TDS) amounting to ` 54,590 and did not deposited the same for a period of more than 12 months. As a result, the Assessing Officer has directed our Company to show cause as to why prosecution proceedings under the said provision of the Act should not be initiated against us. Our Company has in its reply denied the allegation and prayed that the Notice be dismissed. The matter is presently pending before the Assistant Commissioner of Income Tax (TDS), Dehradun.

(b) Further, a notice dated September 3, 2012 under Section 276B of the Act was issued by the Assistant Commissioner of Income Tax (TDS), Dehradun, against our Company, requiring our Company to furnish certain details including names of the principal officers of our Company who were responsible for deduction of TDS and crediting it into the Central Government's account during the Financial Year 2008-09. Our Company has submitted a detailed reply and has prayed that the proceedings be dropped as person in question has since passed away. The matter is presently pending.


The Additional Commissioner of Income Tax, Range- 2, New Delhi ("Assessing Officer") framed an assessment order dated December 19, 2011 ("Assessment Order") against our Company under Section

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143(3) of the Income Tax Act, 1961 ("Act"), disallowing (i) expenditure incurred in relation to exempt income, (ii) the provision of bad and doubtful debts, (iii) the provision for gratuity, (iv) mark to market losses, and (v) gain on forex fluctuation for fixed assets. Further, the Assessing Officer has initiated penalty proceedings under Section 271(1)(c) of the Act for concealment of income and for furnishing inaccurate particulars of income. The Assessing Officer assessed the total income of the Company at ` 192,449,819 and consequently raised a demand for an amount aggregating to ̀ 12,53,716. Our Company has filed an appeal before the CIT (A)- V, New Delhi ("(CIT (A) ") against the Assessment Order. The matter is presently pending before the CIT (A).


The Deputy Commissioner of Income Tax, Circle- 2(1), New Delhi ("Assessing Officer") framed an assessment order dated January 28, 2011 ("Assessment Order") against our Company under Sections 143(3)/144C of the Income Tax Act, 1961 ("Act"), disallowing (i) expenditure incurred in relation to exempt income, (ii) the provision of bad and doubtful debts, (iii) the provision for gratuity, and (iv) the deduction of deferred tax liability. The Assessing Officer levied interest in respect of the disallowance made on account of provision of bad and doubtful debts and deferred tax liability. Further, the Assessing Officer has initiated penalty proceedings under Section 271(1)(c) of the Act. The assessing officer assessed the total income at ̀ 635,235,315 and consequently raised demand for an amount aggregating to ` 3, 66, 33,368. Our Company has filed an appeal before the CIT (A) – XX, New Delhi ("(CIT (A) ") against the Assessment Order. The matter has been heard by the CIT (A) and is pending for final order.


The Transfer Pricing Officer ("TPO") by way of its order dated October 5, 2009 ("TPO Order") passed under Section 92CA(1) of the Act for computation of arm's length price in relation to international transactions with 'associated enterprises' made an adjustment of ̀ 31.61 crores in the total assessable income. Based on the TPO Order, the Deputy Commissioner of Income Tax, Circle- 2(1), New Delhi ("Assessing Officer") passed an assessment order dated June 28, 2010 ("Assessment Order") against our Company under Sections 143(3)/144C of the Income Tax Act, 1961 ("Act"), disallowing (i) the excess depreciation claimed on account of Float Glass division, and (ii) expenditure relatable to exempt income. The Assessing Officer assessed the total income of the Company at ̀ 864,434,921 and consequently raised a demand for an amount aggregating to ` 34,500.

Separately, our Company filed an application under Section 154 of the Act for rectification of certain

alleged errors in the TPO Order, pursuant to which the TPO by way of its order dated May 24, 2010 rectified the earlier order and reduced the additions to ̀ 23.76 crores against the earlier amount of ` 31.61 crores.

Aggrieved against the Assessment Order, our Company filed an appeal before the Dispute Resolution Panel-I ("DRP"). The DRP by way of its order dated May 21, 2010 (“DRP Order”) upheld the Assessment Order. Our Company has filed an appeal before the Income-tax Appellate Tribunal ("ITAT ") against the DRP Order.

7. Our Company had received notices dated September 22, 2010, October 20, 2010, August 11, 2011,

September 21, 2011, November 21, 2011, March 3, 2012, March 6, 2012 and June 5, 2012 from Assistant Commissioner of Income Tax Officer (TDS Ward), New Delhi (“Officer ”) in relation alleged of short deduction and non deposit of the tax deducted at source by the Company for the financial year 2007-8, 2008-09, 2009-10, 2010-11, 2011-12. The total claimed by the Officer is ̀ 1,32,94,776. The Company has submitted its response wherein it has been highlighted that the Company has deposited the tax or rectified its quarterly returns. The Company has not received any further demand or notice in respect of this matter till date.

Indirect Tax 1. Our Company had received show cause notices dated September 1, 2000, December 14, 2000 and June 29,

2001 (collectively, the "Show Cause Notices") issued by the Commissioner of Central Excise, New Delhi, for the periods August 1995-December 1999, January 2000- June 2000 and July 2000 to December 2000,

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respectively. The Show Cause Notices required our Company to show cause as to why (i) an amount aggregating to ̀ 403,77,695, availed as MODVAT credit on defective float glass during the relevant periods should not be disallowed; (ii) central excise duty amounting to ` 11,13,045 on the inputs scrap should not be imposed; and (iii) penalty provisions under Sections 11AB and 11AC of the Central Excise Act, 1944 should not be invoked. In this regard, our Company filed a settlement application before the Customs & Central Excise Settlement Commission, New Delhi ("Settlement Commission") and submitted an amount aggregating to ` 56,39,370 as admitted duty against a total demand duty of ` 41,490,740. Subsequently, an amount aggregating to ` 11,13,045 was also paid by our Company. Separately, the Settlement Commission by way of its order dated August 21, 2002 ("Order ") passed under Section 32F(7) of the Central Excise Act, 1944, held our Company liable to pay an additional duty of ` 3,47,38,325 along with interest on the admitted duty liability. Aggrieved against the Order, our Company filed a civil writ petition (bearing no. 6692 of 2002) before the High Court of Delhi ("High Court "). The High Court by way of its order dated September 10, 2004, allowed the petition and directed the Settlement Commission to consider the matter afresh ("HC Order "). Aggrieved against the HC Order, the Union of India and others filed a special leave petition (No. 2381 of 2005) ("SLP") before the Supreme Court of India. Subsequently, the Settlement Commission re-considered the matter and held that set off for ` 35,92,228 on duty paid on the cullets should be set off against the total the demand i.e. ` 3,47,38,325 and accordingly reduced the said sum from the total settled amount of ` 3,11,46,037 subject to the final decision of the Supreme Court in the SLP. Our Company has recovered the deposit of ̀ 1 crore, given to the Excise Department and the bank guarantees have been released in compliance with the HC Judgment. The matter is presently pending before the Supreme Court.

2. As on date of this Draft Letter of Offer, there are 13 similar matters pending against our Company. These

matters have not been heard as the decision of the Supreme Court in the SLP (No. 2381 of 2005) is pending.

S. No.

Name of the Authority Date of Show Case notice

Demand Amount

1. Office of the Commissioner of Central Excise Delhi-III, New Delhi

December 14, 2001

CENVAT credit of ` 30,09,267 and Central excise duty of ̀ 5,13,738 along with penalty and interest. Our Company has deposited an amount aggregating to ̀ 7,56,772 with the Office of the Commissioner of Central Excise.

2. Office of the Commissioner of Central Excise Delhi-III, New Delhi

July 30, 2002 CENVAT credit ̀ 44,77,891 and Central excise duty ̀ 3,34,396 along with penalty and interest. Our Company has deposited an amount aggregating to ̀ 4,27,474 with the Office of the Commissioner of Central Excise.

3. Office of the Commissioner of Central Excise Delhi-III, Gurgaon

March 27, 2003 CENVAT credit of ̀ 82,17,444, Central excise duty of ` 5,38,609 along with penalty and interest. Our Company has deposited an amount aggregating to ̀ 7,44,286 with the Office of the Commissioner of Central Excise.


February 27, 2004 CENVAT credit of ` 72,56,901 along with interest and penalty. Our Company has deposited an amount aggregating to ̀ 9,26,539 with the Office of the Commissioner of Central Excise.

5. Office of the Commissioner of Central Excise Delhi-III,

December 15, 2004

CENVAT credit of ` 49,10,250 along with interest and penalty.

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S. No.

Name of the Authority Date of Show Case notice

Demand Amount

Gurgaon Our Company has deposited an amount aggregating to ̀ 11,46,888 with the Office of the Commissioner of Central Excise.


September 22, 2005

CENVAT credit of ` 83,56,496 along with interest and penalty. Our Company has deposited an amount aggregating to ̀ 19,18,012 with the Office of the Commissioner of Central Excise.


June 9, 2006 CENVAT credit of ` 49,01,311 along with interest and penalty. Our Company has deposited an amount aggregating to ̀ 14,88,919 with the Office of the Commissioner of Central Excise.


February 21, 2007 and January 4, 2008

CENVAT credit of ` 75,42,269 and ` 8,701,306 along with interest and penalty. Our Company has deposited an amount aggregating to ̀ 18,50,125 and ̀ 18,92,626 with the Office of the Commissioner of Central Excise.


January 2, 2009 CENVAT credit of ` 2,707,622 along with interest and penalty. Our Company has deposited an amount aggregating to ̀ 14,08,692 with the Office of the Commissioner of Central Excise.


October 23, 2009 CENVAT credit of ` 1,589,978 along with interest and penalty.


August 6, 2010 CENVAT credit of ` 888,527 along with interest and penalty.


June 29, 2011 CENVAT credit of ` 3,461,784 along with interest and penalty.


April 20, 2012 CENVAT credit of ` 1,793,638 along with interest and penalty.

3. There are 24 matters pending against our Company pertaining to availing of CENVAT credit of service tax

by our Company. The details of these matters are given below: (a) Our Company had received a show cause notice dated July 9, 2007 issued by the Office of the Assistant

Commissioner of Central Excise Division-V, Rewari, in relation to the denial of CENVAT Credit of ` 4,58,185 on purchase from suppliers who has imported goods under wrong declaration and classification of product during the period February, 2003 to March, 2005. Our Company has submitted its reply to the aforesaid show cause notice and the matter is pending before Office of the Assistant Commissioner of Central Excise Division-V, Rewari.

(b) Our Company has received show cause notices dated (i) April 22, 2008 ("SCN 1"), (ii) August 4, 2008

("SCN 2"), (iii) November 4, 2008 ("SCN 3"), (iv) March 9, 2009 ("SCN 4"), and (v) March 9, 2009 ("SCN 5") (SCN 1, SCN 2 and SCN 3, collectively, the "Show Cause Notices I") (SCN 4 and SCN 5, collectively, the "Show Cause Notices II"), issued by the Office of the Assistant Commissioner of Central

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Excise Division-V, Rewari, in relation to the CENVAT credit of service tax availed by our Company during the periods (i) April 2007 to June 2007, (ii) July 2007 to October 2007, (iii) November 2007 to March 2008, (iv) April 2008 to September 2008, and (v) October 2008 to December 2008, respectively, on services including inter alia, rent a cab services canteen services and travel services. The Show Cause Notices required our Company to show cause as to why (i) CENVAT credit of (a) ̀ 308,139, (b) ̀ 474,109, (c) ̀ 401,083, (d) ̀ 221,733, and (e) ` 463,965, respectively availed by our Company, should not be demanded and recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company submitted composite responses to the Show Cause Notices I and Show Cause Notices II on April 2, 2009. The Deputy Commissioner by way of an order dated February 16, 2010 ("Order"), disallowed the CENVAT credit of ̀ 1,869,029 and imposed interest and penalty on our Company. Aggrieved against the order, our Company filed an appeal before the Commissioner of Central Excise (Appeals). The Commissioner of Central Excise (Appeals) by way of an order dated June 30, 2011, upheld the Order ("Appellate Order"). Aggrieved against the Appellate Order, our Company has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal, New Delhi. Separately, an application for a stay of the Appellate Order has been filed before the Commissioner of Central Excise & Service Tax (Appeals), Gurgaon. The matter is presently pending before the Customs, Excise and Service Tax Appellate Tribunal, New Delhi.

(c) Our Company has received show cause notices dated (i) January 4, 2010 and (ii) February 24, 2010 for the

periods January 2009 to March 2009 and April 2009 to December 2009, respectively, issued by the Office of the Deputy Commissioner of Central Excise Division-V, Rewari, in relation to the CENVAT credit of service tax availed by our Company during the aforesaid periods on services including inter alia, rent a cab services canteen services and travel services. The aforesaid show cause notices required our Company to show cause as to why (i) CENVAT credit of (a) ` 482,451, and (b) ̀ 385,684, respectively availed by our Company, should not be demanded and recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company had submitted its responses to the Show Cause Notices. Consequently, the Assistant Commissioner of Central Excise Division-V, Rewari, by way of an order dated January 31, 2011 has disallowed the entire CENVAT credit of ` 868,135 on input services, imposed interest and a penalty ("Order "). Aggrieved against the Order, our Company has filed an appeal before the Commissioner of Central Excise (Appeals), Gurgaon. The Commissioner of Central Excise (Appeals), Gurgaon by an order dated April 18, 2012, has set aside the Order.

(d) Our Company has received show cause notices dated (i) November 19, 2010, and (ii) February 1, 2011 for

the periods November 2009 to April 2010, and May 2010 to August 2010, respectively, issued by the Office of the Deputy Commissioner of Central Excise Division-V, Rewari, in relation to the CENVAT credit of service tax availed by our Company during the aforesaid periods on services including inter alia, rent a cab services and canteen services. The said show cause notices required our Company to show cause as to why (i) CENVAT credit of (a) ̀ 403,209, and (b) ̀ 4,96,066, respectively availed by our Company, should not be demanded and recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company had submitted its responses to the Show Cause Notices. Consequently, the Assistant Commissioner Central Excise Division-V, Rewari, by way of an order dated January 31, 2011 has disallowed the entire CENVAT credit of ` 899275 on input services, imposed interest and a penalty ("Order"). Aggrieved against the Order, our Company has filed an appeal before the Commissioner of Central Excise (Appeals), Gurgaon. The matter is currently pending before the Commissioner of Central Excise (Appeals), Gurgaon. Further, in respect to the show cause notice dated November 19, 2010, the Commissioner of Central Excise (Appeals), Gurgaon has by way of its order dated October 18, 2012 allowed availment of rent-a-cab service by the Company.

(e) Our Company has received a show cause notice dated May 27, 2011 for the period September 2010 to

January 2011, issued by the Office of the Deputy Commissioner of Central Excise Division-V, Rewari, in relation to the CENVAT credit of service tax availed by our Company during the aforesaid period on services including inter alia, rent a cab services and canteen services. The said show cause notices required our Company to show cause as to why (i) CENVAT credit of ` 443,597 availed by our Company, should not be demanded and recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company has submitted a reply to the said show cause notice on December 14, 2011. The matter is currently pending before the Deputy Commissioner of Central Excise Division-V, Rewari.

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(f) Our Company has received a show cause notice dated January 13, 2012 for the period February 2011 to April 2011, issued by the Office of the Deputy Commissioner of Central Excise Division-V, Rewari, in relation to the CENVAT credit of service tax availed by our Company during the aforesaid period on services including inter alia, rent a cab services and canteen services. The said show cause notices required our Company to show cause as to why (i) CENVAT credit of ` 273,141 availed by our Company, should not be demanded and recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company has submitted a reply to the said show cause notice on April 30, 2012. The matter is currently pending before the Deputy Commissioner of Central Excise Division-V, Rewari.

(g) Our Company has received a show cause notice dated November 21, 2012 issued by Office of the Deputy

Commissioner of Central Excise Division – V, Rewari, in relation availment of CENVAT credit of service tax paid on the service of loading/loading and shifting of pallets provided by MSIL. The said show cause notice required our Company to show cause as to why (i) CENVAT credit of ̀ 24,15,926 availed by our Company, should not be demanded and recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company is in the process of preparing its response to the said show cause notice.

(h) Our Company has received a show cause notice dated June 9, 2009, issued by the Office of the

Commissioner of Central Excise, Chennai-IV Commissionerate, Chennai, in relation to the CENVAT credit of service tax availed by our Company during the period December 2008 to January 2009, on the services of rent a cab operators, tour operators and outdoor caterers which have been utilized towards payment of duty on final products manufactured and cleared by our Company. The aforesaid show cause notice required our Company to show cause as to why (i) CENVAT credit of ̀ 1,21,102 availed by our Company should not be demanded and recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company has submitted a reply to the said show cause notice on August 26, 2009. The matter is currently pending before the Commissioner of Central Excise, Chennai.

(i) Our Company has received a show cause notice dated December 14, 2009, issued by the Office of the

Commissioner of Central Excise, Chennai-IV Commissionerate, Chennai, in relation to the CENVAT credit of service tax availed by our Company during the period December 2008 to March 2009, on the services of rent a cab operators, tour operators and outdoor caterers which have been utilized towards payment of duty on final products manufactured and cleared by our Company. The aforesaid show cause notice required our Company to show cause as to why (i) CENVAT credit of ` 1,389,841 availed by our Company should not be demanded and recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company has submitted a reply to the said show cause notice on August 26, 2009. The matter is currently pending before the Commissioner of Central Excise, Chennai.

(j) Our Company has received a show cause notice dated January 19, 2012, issued by the Office of the

Assistant Commissioner of Central Excise, Chennai-IV Commissionerate, Chennai, in relation to the CENVAT credit of service tax availed by our Company during the period January 2011 to March 2011, on rent a cab services which have been utilized towards payment of duty. The aforesaid show cause notice required our Company to show cause as to why (i) CENVAT credit of ̀ 72,478 availed by our Company should not be demanded and recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company has submitted a reply to the said show cause notice on February 15, 2012. The matter is currently pending. The matter is currently pending before the Assistant Commissioner of Central Excise, Chennai.

(k) Our Company has received a show cause notice dated January 20, 2012, issued by the Office of the

Assistant Commissioner of Central Excise, Chennai-IV Commissionerate, Chennai, in relation to the CENVAT credit of service tax availed by our Company during the period January 2011 to March 2011, on outdoor catering services for the staff and employees, which have been utilized towards payment of duty. The said show cause notice required our Company to show cause as to why (i) CENVAT credit of ` 273,930 availed by our Company should not be demanded and recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company has submitted a reply to the said show cause notice on February 15, 2012. The matter is currently pending before the Assistant Commissioner of Central Excise, Chennai.

(l) Our Company has received a show cause notice dated April 28, 2010, issued by the Office of the Assistant

Commissioner of Central Excise, Chennai-IV Commissionerate, Chennai, in relation to the CENVAT credit

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of service tax availed by our Company during the period April 2009 to March 2010, on rent a cab operators, transportation of staff and outdoor caterers, which has been utilized towards payment of duty on final products manufactured and cleared by our Company. The said show cause notice required our Company to show cause as to why (i) CENVAT credit of ` 2,220,222 availed by our Company should not be demanded and recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company has submitted a reply to the said show cause notice on September 15, 2010. The matter is currently pending before the Assistant Commissioner of Central Excise, Chennai.

(m) Our Company has received a show cause notice dated April 29, 2011, issued by the Office of the

Commissioner of Central Excise, Chennai-IV Commissionerate, Chennai, in relation to the CENVAT credit of service tax availed by our Company during the period April 2010 to December 2010 on the services of rent a cab operators, transportation of staff and outdoor caterers services, which was utilized towards payment of duty to the extent of ` 1,206,519 on final products manufactured and cleared by our Company. The said show cause notice required our Company to show cause as to why (i) CENVAT credit of ` 1,206,519 availed by our Company should not be demanded and recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company has submitted a reply to the said show cause notice on June 1, 2011. The matter is currently pending before the Commissioner of Central Excise, Chennai.

(n) Our Company has received a show cause notice dated June 14, 2011, issued by the Office of the

Commissioner of Central Excise, Chennai-IV Commissionerate, Chennai, in relation to wrongful claim of credit of duty paid as additional duty of customs (imports) on capital goods during the years 2009-10 and 2010-11.The said show cause notice required our Company to show cause as to why (i) interest of ` 137,905 payable on the excess CENVAT credit should not be recovered, and (ii) penalty should not be imposed. Our Company has submitted a reply to the said show cause notice on July 21, 2011. The matter is currently pending before the Commissioner of Central Excise, Chennai.

(o) Our Company has received a show cause notice dated March 8, 2011, issued by the Office of the

Commissioner of Central Excise, Belapur Commissionerate, Navi Mumbai, in relation to wrongful claim of CENVAT credit during the period November 14, 1006 to November 20, 2006 and August 5, 2008 to August 21, 2008.The said show cause notice required our Company to show cause as to why (i) CENVAT credit amounting to ̀ 94,52,086 should not be recovered, and (ii) interest and penalty should not be imposed. Our Company has submitted a reply to the said show cause notice on May 30, 2011. The matter is currently pending before the Commissioner of Central Excise, Chennai.

(p) Our Company has received a letter dated March 9, 2010 issued by the Deputy Commissioner of Service

Tax, Service Tax I Division, Chennai, requiring our Company to make the payment of an amount aggregating to ̀ 31,01,654 towards R&D cess and excess credit availed along with interest and education cess. The said letter has been issued pursuant to Central Excise Revenue Audit objections in relation to non-payment of R&D cess to RBI on import of consulting engineers' services and excess availment of CENVAT credit in respect of service tax paid. Our Company has submitted a response dated March 22, 2010 and the matter is presently pending before Deputy Commissioner of Service Tax, Service Tax I Division, Chennai.

(q) Our Company has received a show cause notice dated October 8, 2012, issued by the Office of the

Commissioner of Central Excise Belapur Commissionerate, Navi Mumbai in relation to the CENVAT credit of service tax availed by our Company during the period September 2011 to April 2012 on bus and car hire services, canteen services, clearing and forwarding services, shipping services and export freight for export services, etc. The aforesaid show cause notice required our Company to show cause as to why (i) CENVAT credit of ` 3,52,330 availed by our Company should not be demanded and recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company has submitted a reply to the said show cause notice on November 8, 2012. The matter is currently pending before the Commissioner of Central Excise, Navi Mumbai.

(r) Our Company has received a show cause notice dated March 12, 2012, issued by the Office of the Commissioner of Central Excise Belapur Commissionerate, Navi Mumbai in relation to the CENVAT credit of service tax availed by our Company during the period 2007-08 to 2011-12 on bus and car hire services, canteen services, clearing and forwarding services, shipping services and export freight for export services, etc. The aforesaid show cause notice required our Company to show cause as to why (i) CENVAT

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credit of ̀ 8,40,082 availed by our Company should not be demanded and recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company has submitted a reply to the said show cause notice on April 12, 2011. The matter is currently pending before the Commissioner of Central Excise, Navi Mumbai.

(s) Our Company has received a show cause cum demand notice dated September 11, 2006, issued by the

Directorate General of Central Excise Intelligence, Mumbai Zonal Unit, Mumbai alleging evasion of service tax in respect of the royalty amount paid to our Promoter, AGCL during the July 1, 2003 to March 31, 2006. The aforesaid notice required our Company to show cause as to why (i) service tax of ` 50,79,119 on franchise services, on the gross value of ` 54,558,161 should not be demanded and recovered and the amount aggregating to ` 1,182,857 and ̀ 46,930 deposited by our Company towards service tax and education cess respectively not be adjusted towards the service tax, (ii) interest should not be recovered, (iii) penalty should not be imposed on our Company. Our Company submitted a reply to the said show cause cum demand notice on October 11, 2006. The matter is currently pending before the Directorate General of Central Excise Intelligence, Mumbai Zonal Unit.

(t) Our Company has received a show cause cum demand notice dated October 17, 2006, issued by the Office

of the Commissioner of Service Tax, Mumbai in relation to (a) alleged failure to determine and pay service tax in respect of transport of goods by road services, (b) allegedly wrongly availing abatement of 75% of the value of taxable services provided as goods transport agency during the period April 2005 to September 2005, and (c) liability to pay service tax by virtue of Notification No. 35/2004- Service Tax dated December 3, 2004. The aforesaid show cause cum demand notice required our Company to show cause as to why (i) service tax short paid amounting to ` 10,565,850 along with education cess of ` 211,317 should not be demanded and recovered, (ii) interest on the delayed payment should not be recovered, and (iii) penalty should not be imposed. Our Company has submitted a reply to the aforesaid show cause cum demand notice on November 15, 2006. The matter is currently pending before the Commissioner of Service Tax, Mumbai.

(u) Our Company has received a show cause cum demand notice dated June 8, 2011, issued by the Office of

the Commissioner of Central Excise, Navi Mumbai in relation to credit of service tax paid on bus and car hire service, input service (export related), export related clearance- outward, canteen service, garden maintenance service, clearing charges export, terminal handling charges for the period October 2006 to November 2010, availed by our Company. The aforesaid show cause cum demand notice required our Company to show cause as to why (i) the Cenvat credit of ` 52,74,154 availed by our Company should not be recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company has submitted a reply to the said show cause cum demand notice on August 8, 2011. The Commissioner of Central Excise, Navi Mumbai by way of its order dated September 3, 2012 has granted partial relief and reduced the demand from ` 52,74,154 to ̀ 11,59,927. Aggrieved against the said order, our Company has filed an appeal before CESTAT, Mumbai. The matter is currently pending before the CESTAT. Our Company has deposited an amount aggregating ` 6,00,000 with CESTAT. Futher, CESTAT by way of its order dated December 24, 2012 granted stay on recovery of the demand.

(v) Our Company has received a show cause cum demand notice dated December 27, 2011, issued by the

Office of the Commissioner of Central Excise, Navi Mumbai in relation to credit of service tax paid on bus and car hire service, canteen service, garden maintenance service, terminal handling charges for the period December 2010 to August 2011, availed by our Company. The aforesaid show cause cum demand notice required our Company to show cause as to why (i) the Cenvat credit of ̀ 5,22,300 availed by our Company should not be recovered, (ii) interest should not be recovered, and (iii) penalty should not be imposed. Our Company has submitted a reply to the said show cause cum demand notice dated January 20, 2012. The matter is currently pending before the Commissioner of Central Excise, Navi Mumbai.

(w) Show cause cum demand notice on December 5, 2006, issued by the Office of the Commissioner of Central

Excise, Navi Mumbai and Notice dated December 1, 2010, issued by the Office of the Superintendent of Central Excise Range-V, Taloja Division, Belapur Commissionerate in relation to (a) alleged failure to determine and pay service tax in respect of transport of goods by road services, (b) allegedly wrongly availing abatement of 75% of the value of taxable services provided as goods transport agency during the period November 2005 to September 2006, and (c) liability to pay service tax by virtue of Notification No.

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35/2004- Service Tax dated December 3, 2004. The aforesaid show cause cum demand notice required our Company to show cause as to why (i) service tax short paid amounting to ̀ 42,77,740 along with education cess of ̀ 85,554 should not be demanded and recovered, (ii) interest on the delayed payment should not be recovered, and (iii) penalty should not be imposed. Our Company has submitted a reply to the aforesaid show cause cum demand notice on January 5, 2007. The matter is currently pending before the Commissioner of Service Tax, Mumbai.

(x) Our Company has received a show cause notice dated December 11, 2012 issued by the Foreign Trade

Development Officer, Department of Commerce, Ministry of Commerce and Industry, Government of India (“Officer ”) under Section 14 of the Foreign Trade (Development & Regulation) Act,1992. The aforesaid show cause required the Company to show cause as to why (i) the company should not be declared a defaulter and placed in the denied entity list, so that the benefits available under the Foreign Trade Policy are stopped including pending/future authorizations under Rule 7 of the Foreign Trade (Regulations) Rule, 1993 and (ii) Penalty should not be imposed under Section 11(2) of the Foreign Trade (Development & Regulation) Act,1992.

4. Sales Tax

There are 4 matters pending against our Company pertaining to availing of sales tax payable by our Company. The details of these matters are given below:

(a) The Deputy Commissioner of Sales Tax, Mumbai (“Assessing Officer ”) by way of its order dated

November 24, 2011 assessed the returns filed by our Company under the MVAT Act, 2002 for the period April 1, 2005 and March 31, 2006, inter alia, disallowed certain tax credit availed by our Company and consequently raised a demand for an amount aggregating to ̀ 20,51,590. Aggrieved against the said order, our Company filed an application for rectification of certain mistake apparent from record. Subsequently, the Assessing Officer by way of its order dated January 19, 2011 (“Order ”) revised the demand from ` 20,51,590 to ̀ 18,85,245. Aggrieved against the Order our Company has filed an appeal before the Joint Commissioner of Sales Tax. The matter is presently pending before the Joint Commissioner of Sales Tax.

Separately, our Company has deposited an amount aggregating to ̀ 6,00,000 to obtain the stay on recovery

of demand mentioned in the Order. (b) The Deputy Commissioner of Sale Tax, Mumbai (“Assessing Officer ”) by way of its order dated December

28, 2008 and March 31, 2009 (collectively referred to as “Assessment Order ”) assessed the returns filed by our Company under the MVAT Act, 2002 for the Financial Year 2002-03 and Financial Year 2003-04 respectively and consequently, raised a demand for an amount aggregating to approximately ` 6.13 crores for the Financial Year 2002-03 and approximately ` 3.54 crores for the Financial Year 2003-04. Aggrieved against the Assessment Order, our Company had filed appeals before the Joint Commissioner of Sales Tax (Appeals), Mumbai (“CST(A)”). The CST(A) by way of its order dated December 24, 2009 partially allowed the appeal. Aggrieved, against the order of the CST(A) our Company has filed a writ petition before the Bombay High Court.

(c) The Deputy Commissioner of Commercial Tax, Roorkee (“Assessing Officer ”) by way of its order dated

August 31, 2012 assessed the returns filed by our Company under the UKVAT Act for the period April 1, 2008 to March 31, 2009, inter alia, disallowed certain tax credit availed by our Company and consequently raised a demand for an amount aggregating to ` 32,08,250. Aggrieved against the said assessment our Company has filed an appeal before the Joint Commissioner of Sales Tax. The matter is presently pending before the Joint Commissioner of Sales Tax.

(d) The Deputy E.T.C, Assessing Authority, Rewari (“Assessing Officer ”) by way of its order dated November

15, 2012 assessed the returns filed by our Company under the HVAT Act for the period April 1, 2008 to March 31, 2009, inter alia, disallowed certain tax credit availed by our Company and consequently raised a demand for an amount aggregating to ` 7,38,026. Aggrieved against the said assessment our Company has filed an appeal before the Joint Commissioner of Sales Tax. Our Company is in the process of filing an appeal before the Joint Commissioner of Sales Tax.

(c) Civil Matters

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1. Mr. Rakam Singh had filed a petition (bearing no. 57 of 2005) before the Civil Judge, Senior Division,

Roorkee claiming ownership and title of certain parcels of land in the vicinity of our Company’s factory premises in Roorkee. Our Company has been made a performa defendant in the present suit as certain parcels of the land in question (said land) have been acquired by our Company. Our Company has in its written statement denied all allegations and claimed that the said portion of the said land has been legally acquired by our Company and has been mutated accordingly in the name of the Company. Further, the Company has been made party to the suit because demarcation of the said land was not done as per the revenue records. The matter is presently pending before the Civil Judge, Senior Division, Roorkee

2. The Assistant Commissioner, Tehsil Roorkee (“Authority ”) had issued 2 notices both dated October 11,

2007 under Section 122B of the Zamindari Abolition and Land Reforms Act 1950 against our Company. The Authority has stated that certain parcels of land admeasuring 2.276 hectares and forming part of the factory premises situated at Roorkee, have been acquired illegally by our Company. Our Company has in its reply stated that the aforesaid land was acquired in accordance with all applicable rules and regulation and the land has been mutated in favour of our Company. The matter is presently pending before the Commissioner, Dehradun.

(d) Labour Matters 1. United Labour Federation (“Petitioner”), a trade union formed by certain workers of our Company

employed in the manufacturing unit situated in Chennai, has filed a writ petition (bearing no. 15188 of 2011) before the High Court of Madras (“High Court ”) alleging that our Company has employed 750 workers out of which 300 are treated as permanent workers and paid directly by the Company, while the remaining 450 worker are treated as contractor worker and paid through intermediaries, even though such workers are under direct control and supervision of the Company and employed in the manufacturing process. The Petitioner has submitted that the Labour Officer, Conciliation-II had taken note of the issue, but since the parties were unable to arrive at an amicable settlement, the present petition has been filed. The Petitioner has prayed that the contract workers be treated at par with the permanent workers and since the conciliation officer was unable to resolve the dispute, the High Court issue directions to the Government of Tamil Nadu to pass orders under Section 10 of the Industrial Disputes Act with regard to the aforesaid dispute. Our Company in its reply has dismissed all allegations of the Petitioner and stated that such contract workers were engaged in work which is not perennial in nature and were employed pursuant to a written agreement with certain contractors and consequently prayed that the petition be dismissed.

i. Consequently, the Government of Tamil Nadu, by way of its order dated September 15, 2011

(“Order ”) declined to refer the aforesaid dispute for adjudication. As a result, the Petitioner filed a fresh writ (bearing no.24927 of 2011) before the High Court, praying for a writ of Certiorarified Mandamus to call for the records of the Government of Tamil Nadu in connection with its Order and quash the Order and direct the Government of Tamil Nadu to refer the dispute for adjudication under the Industrial Dispute Act.

ii. Separately, the Petitioner has on behalf of certain workers filed a writ (bearing no. 30128 of 2010)

against our Company and the Inspector of Police, Government of Tamil Nadu, alleging that upon becoming aware that the workers had become members of the Petitioner, our Company stopped them from working and employed 150 new workmen to do the work hitherto done by them. Further, the Petitioner has claimed that the Police have been illegally deployed by our Company to chase such workers. Accordingly, the Petitioner has prayed that the High Court issue (i) an order of injunction restraining the police from allegedly assisting our Company in preventing the members of the Petitioner from employment in the factory premises in Chennai; and (ii) directions in particular a writ of Mandamus forbearing the police for allegedly illegally assisting our Company. The matter is presently pending.

2. Mr. Mukesh Vasudeo Shinde (“Petitioner”) has filed a petition (bearing no. 845 of 2011) before the High

Court of Bombay (“High Court ”) against our Company and the orders of the Industrial Court dated July 23, 2010 and October 8, 2010. The Petitioner has submitted that his employment was wrongfully terminated by our Company on February 23, 2007 pursuant to which the Petitioner filed an appeal before the Labour Court, Thane. The Labour Court, Thane by way of its order dated October 8, 2008 had directed our

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Company to reinstate the Petitioner with continuity of service and pay the Petitioner 50% back wages from the date of termination of service. Aggrieved against the order of the Labour Court, our Company had filed an appeal before the Industrial Court, Thane. The Industrial Court, Thane by way of its orders dated July 23, 2010 and October 8, 2010 had rejected the orders of the Labour Court. The Petitioner has filed against this order of the Industrial Court filed the present petition. The matter is presently before the High Court.

3. Mr. L.S. Lakha (“Complainant”) has filed a complaint (bearing no. 11 of 2003) before the Labour Court,

Thane against our Company challenging the termination of his services by our Company on unfair grounds, and demanding for reinstatement along with full back wages. Our Company in its reply has denied all allegations of the Complainant and submitted that his employment was terminated on the grounds of severe absenteeism. The matter is presently pending before the Labour Court, Thane.

4. Mr. S.S. Yadav (“Complainant”) has filed a complaint (bearing no. 51 of 2007) before the Labour Court,

Thane against our Company challenging the termination of his services by our Company on unfair grounds, and demanding for reinstatement along with full back wages. Our Company in its reply has denied all allegations of the Complainant and submitted that his employment was terminated on the grounds of severe absenteeism and that the Complainant was not a “workmen” within the meaning prescribed in the Industrial Dispute Act. The matter is presently pending before the Labour Court, Thane.

5. Mr. Nadeem Dolare (“Complainant”) has filed a complaint (bearing no. 134 of 2007) before the Labour

Court, Thane against our Company challenging the termination of his services by our Company on unfair grounds, and demanding for reinstatement along with full back wages. Our Company in its reply has denied all allegations of the Complainant and submitted that the employment of Complainant was terminated for mis-conduct. The matter is presently pending before the Labour Court, Thane.

6. Mr. A.S. Bhaidkar (“Claimant”) has filed a statement of claim (bearing no. 259 of 2007) before the Labour

Court, Thane against our Company and Prompt Personnel Consultancy Private Limited challenging the termination of his services by our Company on unfair grounds, and demanding for reinstatement along with full back wages. Our Company has in its written statement denied all allegations of the Claimant and submitted that the Claimant was a contract labour and not directly employed by our Company. The matter is presently pending before the Labour Court, Thane.

7. Mr. S.S. Lakhpati (“Claimant”) has filed a statement of claim (bearing no. 260 of 2007) before the Labour

Court, Thane against our Company challenging the termination of his services by our Company on unfair grounds, and demanding for reinstatement along with full back wages. Our Company has in its written statement denied all allegations of the Claimant and submitted that the employment of Claimant was terminated on the grounds of severe absenteeism. The matter is presently pending before the Labour Court, Thane.

8. Mr. E.A. Shaikh (“Claimant”) has filed a statement of claim (bearing no. 44 of 2007) before the Labour

Court, Thane against our Company challenging the termination of his services by our Company on unfair grounds, and demanding for reinstatement along with full back wages. Our Company has in its written statement denied all allegations of the Claimant and submitted that the employment of the Claimant was terminated on the grounds of severe absenteeism. The matter is presently pending before the Labour Court, Thane.

9. All India Industrial and General Workers Union (“Claimant”) has on behalf of certain employees of our

Company filed a statement of claim (bearing no. 21 of 2008) before the Labour Court, Thane against our Company and Prompt Personnel Consultancy Private Limited. The Claimant has challenged the termination of the aforementioned employees and submitted that the employment of the aforementioned employees was terminated on unfair grounds. Further, the Claimant has demanded that employees be reinstated with full back wages. Our Company has in its written statement denied all allegations of the Claimant and submitted that the aforementioned employees were contract labourers and not employees of the Company. Further, our Company has submitted that the aforementioned employees had accepted voluntary retirement from Prompt Personnel Consultancy Private Limited and that the present dispute is not an Industrial Dispute for purposes of the Industrial Dispute Act. The matter is presently pending before the Labour Court, Thane.

10. All India Industrial and General Workers Union (“Claimant”) has on behalf of certain employees of our

Company filed a statement of claim (bearing no. 22 of 2008) before the Labour Court, Thane against our

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Company and Shaheen Protective & Fire Fighting Services. The Claimant has challenged the termination of the aforementioned employees and submitted that the employment of the aforementioned employees was terminated on unfair grounds. Further, the Claimant has demanded that employees be reinstated with full back wages. Our Company has in its written statement denied all allegations of the Claimant and submitted that the aforementioned employees were contract labourers and not employees by our Company. Further, our Company has submitted that the aforementioned employees had accepted voluntary retirement from Shaheen Protective & Fire Fighting Services and that the present dispute is not an Industrial Dispute for purposes of the Industrial Dispute Act. The matter is presently pending before the Labour Court, Thane.

11. Mr. R.W. Nair and others (collectively referred to as “Complainants”) have filed a complaint (bearing no.

191 of 2011) before the Industrial Court, Thane against our Company. The Complainants have alleged that our Company is indulging in unfair labour practices under items 9 and 10 of Schedule IV of the MRTU & PULP Act, 1971 and that our Company was illegally terminating their employment and closing the Medical Centre wherein the Complainants were employed. Our Company is its written statement dismissed all allegations as false and baseless and submitted that the aforesaid employees are not under the category of “workmen” as defined in the Industrial Dispute Act. Further, our Company has also submitted that the closure of the Medical Centre was pursuant to a settlement between employees and the Management of the Company. The Industrial Tribunal by way of its order dated March 1, 2012 has granted interim relief to the Complainants. However, the matter is presently pending before the Industrial Court, Thane.

12. Asahi India Glass Karmachari Sangh (“Complainant”) has filed a complaint (bearing no. 62 of 2012)

before the Industrial Court, Thane against our Company alleging that our Company is indulging in unfair labour practices under items 3, 9 and 10 of Schedule IV of the MRTU & PULP Act, 1971. Further, the Complainant has submitted that our Company has illegally transferred certain employees from the factory premises in Taloja to the factory situated at Roorkee. Our Company in its written statement has dismissed all allegations as false and baseless and submitted that the aforesaid employees are not under the category of “workmen” as defined in the Industrial Dispute Act. The matter is presently pending before the Industrial Court, Thane.

13. Mr. Pandharinath Karbhari Ghuge (“Complainant”) has filed a complaint (bearing no. 91 of 2012) before

the Industrial Court, Thane alleging that our Company is indulging in unfair labour practices under items 3, 5, and 9 of Schedule IV of the MRTU & PULP Act 1971 and that our Company has illegally transferred him from the factory premises in Taloja to the factory situated at Faridabad operated by our subsidiary AIS Glass Solutions Limited. Our Company is in the process of preparing its written statement and the matter is presently pending before the Industrial Court, Thane.

14. Asahi India Glass Karmachari Sangh (“Complainant”) has filed a complaint (bearing no. 291 of 2012)

before the Industrial Court, Thane alleging that our Company has been withholding the wages of certain employees and also delayed the payment of wages. Further, the Complainant has also alleged that our Company has committed unfair labour practice under items 5, 8 and 10 of Schedule IV of the MRTU & PULP Act, 1971. Our Company is in the process of replying to the aforesaid notice and the matter is presently pending before the Industrial Court, Thane.

15. Mr. Sher Singh (“Complainant”) has filed a complaint (bearing reference no. 22 of 2011) before the

Labour Court, Gurgaon against our Company challenging the termination of his services by our Company on unfair grounds, and demanding for reinstatement along with full back wages. Our Company in its reply has denied all allegations of the Complainant and submitted that his employment was terminated on the grounds of severe absenteeism. The matter is presently pending before the Labour Court, Gurgaon.

16. Mr. Dharambir Singh (“Claimant”) has filed a statement of claim (bearing reference no. 51 of 2009)

before the Labour Court, Gurgaon against our Company. The Claimant has submitted that he was a permanent employee of our Company and has prayed that his employment be reinstated with full back wages. Our Company has in its written statement denied all allegations of the Claimant and submitted that the Claimant was a contract labour and not employees by our Company. The matter is presently pending before the Labour Court, Gurgaon.

17. Mr. Balwant Singh (“Petitioner”) had filed a petition (bearing No. 6910 of 2005) before the High Court of

Punjab and Haryana (“High Court ”) alleging that his employment was wrongfully terminated by our

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Company and that the Government of Haryana had erred in rejecting his demand raised by demand notice dated March 5, 2003. The High Court by way of its order dated May 5, 2005 quashed the order of the Government of Haryana and directed that the matter be referred to labour court. The matter is presently pending before the Labour Court, Gurgaon.

18. Mr. Vinod Kumar Saini (“Claimant”) had filed a demand notice dated December 5, 2008 against our

Company alleging that his employment was wrongfully terminated and he be reinstated with back wages. Consequently, the case was referred by the Government of Haryana to the Labour Court, Gurgaon. The claimant has filed a statement of claim (bearing reference no. 233 of 2010) before the Labour Court, Gurgaon. Our Company has in its written statement denied all allegations raised by the Claimant and submitted that the employment of Claimant was terminated on the grounds of severe absenteeism. The matter is presently pending before the Labour Court, Gurgaon.

19. Mr. Jhaman Rai (“Claimant”) had filed a demand notice dated December 21, 2008] against our Company

alleging that his employment was wrongfully terminated and he be reinstated with back wages. Consequently, the case was referred by the Government of Haryana to the Labour Court, Gurgaon. The claimant has filed a statement of claim (bearing no. 31 of 2009) before the Labour Court, Gurgaon. Our Company has in its written statement denied all allegations raised by the Claimant. The matter is presently pending before the Labour Court, Gurgaon.

20. Mr. Arun Kumar Singh (“Claimant”) has filed a statement of claim (bearing no. 225 of 2008) before the

Labour Court, Gurgaon against our Company challenging the termination of his services by our Company on unfair grounds, and demanding for reinstatement along with full back wages. Our Company in its reply has denied all allegations of the Complainant and submitted that his employment was terminated on the grounds of severe absenteeism. The matter is presently pending before the Labour Court, Gurgaon.

21. Mr. Naresh Kumar (“Claimant”) had filed a demand notice dated December 31, 2007 against our Company

alleging that his employment was wrongfully terminated and he be reinstated with back wages. Consequently, the case was referred by the Government of Haryana to the Labour Court, Gurgaon. The claimant has filed a statement of claim (bearing reference no. 448 of 2008) before the Labour Court, Gurgaon against our Company and Surendra General Works. Our Company has in its written statement denied all allegations raised by the Claimant and submitted that the Claimant was not a permanent worker of the Company and was not under the category of “workmen” as defined in the Industrial Dispute Act. The matter is presently pending before the Labour Court, Gurgaon.

22. Mr. Suresh Kumar (“Claimant”) had filed a demand notice dated February 12, 2008 against our Company

alleging that his employment was wrongfully terminated and he be reinstated with back wages. Consequently, the case was referred by the Government of Haryana to the Labour Court, Gurgaon. The claimant has filed a statement of claim (bearing reference no. 50 of 2009) before the Labour Court, Gurgaon against our Company and Surendra General Works. Our Company has in its written statement denied all allegations raised by the Claimant and submitted that the Claimant was not a permanent worker of the Company and was not under the category of “workmen” as defined in the Industrial Dispute Act. The matter is presently pending before the Labour Court, Gurgaon.

23. Mr. Ved Prakash (“Claimant”) has filed a demand notice dated March 23, 2011 against our Company

alleging wrongful termination of employment on account of sever absenteeism. Consequently, the case was referred by the Government of Haryana to the Labour Court, Gurgaon. The Claimant has submitted that he was suffering from paralysis and had informed our Company of his Condition. The Claimant has prayed that be reinstated with back wages. Our Company in its written statement has denied all allegations of the claimant and submitted that the Claimant was not a permanent employee of our Company. The matter is presently pending before the Labour Court, Gurgaon.

24. Mr. Mahesh Kumar (“Claimant”) has filed a statement of claim (bearing no. 69 of 2012) before the Labour

Court, Gurgaon against our Company alleging that his employment was wrongfully terminated and he be reinstated with back wages. Our Company has in its written statement denied all allegations of the Claimant and submitted that the claimant was not under the category of “workmen” as defined in the Industrial Dispute Act. The Matter is presently pending before the Labour Court, Gurgaon.

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25. Maharashtra Kamgar Sanghatana, a trade union formed by certain workers of our Company employed in the manufacturing unit situated in Taloja (“Claimant”) has on behalf of certain employees of our Company filed a statement of claim (bearing no. 29 of 2007) before the Industrial Tribunal, Thane against our Company and Vitthal Rukmini Enterprises. The Claimant has alleged that our Company is treating the aforesaid workers as contractor workers, even though these workers are under direct control and supervision of the Company and employed in the manufacturing process. The Claimant has prayed that our Company be directed to regularize the employment of such workers. Our Company has is in the process of filing its written statement. The matter is presently pending before the Industrial Dispute, Thane.

26. Maharashtra Kamgar Sanghtana, a trade union formed by certain workers of our Company employed in the

manufacturing unit situated in Taloja (“Claimant”) has on behalf of certain employees of our Company filed a notice before the Industrial Tribunal, Thane against our Company and Star Group of Companies. The Claimant is yet to file his statement of claim and the matter is presently pending before the Industrial Dispute, Thane (Reference No. 19/2008).

27. ICICI Lombard General Insurance Company (“Appellant”) has filed an appeal before High Court of

Allahabad (“High Court ”) against the order of the Labour Commissioner dated November 25, 2011 wherein the labour commissioner had directed the Appellant to pay Mr. Pravindra Kumar an amount aggregating to ̀ 3,90,438 as compensation for an accident suffered by him during his employment at our Company’s workshop. Mr. Kumar was a contract labour employee of our Company. The matter is presently pending before the High Court.

28. Mr. Brijesh Kumar (“Claimant”) had filed a demand notice dated October 20, 2008 along with his statement of claim before Deputy Labour Commissioner, Allahabad against Mr. Kamran Akhtar and our Company alleging compensation for permanent disablement for an accident occurred during the course of his employment in our Company’s factory premises located at Roorkee. Our Company has been made a proforma party in the said matter. Our Company has in its written statement submitted that the Claimant was not a permanent worker of the Company. The matter is presently pending before the Deputy Labour Commissioner, Allahabad.

(e) Regulatory Notices 1. Our Company has received a show cause notice dated May 26, 2009 issued by Directorate General of

Central Excise Intelligence in relation to the service tax payable on certain external commercial borrowings availed by our Company. The said show cause notice required to the Company to show cause as to why (i) service tax including education cess amounting ` 56,46,435 should not be assessed and recovered under section 73(1) read with section 66 and 68 of the Finance Act, 1994; (ii) appropriate interest applicable under section 75 of the Finance Act, 1994 should not be recovered; (iii) penalty as provided under Section 76, 77 and 78 of the Finance Act, 1994 should not be imposed; (iv) an amount aggregating to ` 56,45,700 and ̀ 7,79,105 paid by the Company as service tax and interest should not be appropriated against the abovementioned demands.

2. Our Company has received a demand notice dated October 11, 2012 issued by the Foreign Trade Development Officer, requiring our Company to submit documentary evidence in respect of export obligations undertaken by our Company. Our Company is in the process of filing its response to the aforesaid notice.

3. The Reverse Bank of India (“RBI ”) by way of its letter dated December 6, 2012 has informed our

Company, that it has not submitted its annual return of Foreign Liabilities and Assets required to be submitted under the terms of the RBI circular dated June 20, 2012. Our Company is under the process of preparing a response to the said letter.

4. Our Company has received a show cause notice dated December 27, 2012 issued by the Deputy

Commissioner Customs, Department of Revenue, Ministry of Finance, Government of India, alleging incorrect classification of certain product and thereby resulting in a short fall of ` 30,59,530 towards the duty payable by our Company. The said notice requires our Company to show cause as to why (i) the aforesaid short levy of duty alongwith application interest of 15% should not be recovered and demanded

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under Section 28 of the Customs Act, 1962. Our Company is in the process of preparing a response to the aforesaid show cause.

5. Our Company has received a show cause notice dated January 8, 2013 issued by the Deputy Commissioner Customs, Department of Revenue, Ministry of Finance, Government of India, alleging incorrect classification of certain product and thereby resulting in a short fall of ̀ 12,44, 517 towards the duty payable by our Company. The said notice requires our Company to show cause as to why (i) the aforesaid short levy of duty along with applicable interest should not be recovered and demanded under Section 28 of the Customs Act, 1962. Our Company is in the process of preparing a response to the aforesaid show cause.

6. Our Company was allowed to import various goods under the advance license granted under the

exemptions notification dated April 27, 2000. In terms of Section 143 of the Customs Act, our Company is required to fulfill certain export obligation and conditions prescribed under the aforesaid notification and execute a bond for an amount aggregating to ` 9,25,000. In this regard, the Additional Commissioner of Customs, Air Cargo Exports Commissionerate issued a show cause notice dated February 8, 2011 and corrigendum dated March 31, 2012 requiring our Company to produce certain documents as evidence of fulfillment of export obligations. Subsequently, our Company received an order dated November 12, 2012 issued by the Additional Commissioner, Customs stating that our Company had not replied to the aforesaid show cause notices and as a result of which, our company is directed to pay a duty for an amount aggregating to ̀ 9,25,000 along with applicable interest. Further, the Additional Commissioner directed that the bonds tendered by our Company be enforced and the goods imported under the aforesaid advance license be confiscated. Our Company is in the process of filing an appeal against the aforesaid order.

7. Our Company has received notices dated July 8, 2011, November 15, 2011, February 9, 2012 (e-mail), issued by the Additional Director General, Competition Commission of India (“Commission”) under section 36(2) read with Section 41(2) of the Competition Act, 2002 asking certain documents in respect to an investigation being conducted by the Commission against certain car manufactures. Our Company has submitted responses to the queries raised by the Commission promptly and there are no pending requests from the Commission in this regard.

8. Our Company has received notices dated December 1, 2011, April 30, 2012, July 6, 2012, July 12, 2012,

July 17, 2012, October 29, 2012, November 20, 2012, November 26, 2012, December 3, 2012 issued by the Additional Director General, Competition Commission of India (“Commission”) under section 36(2) read with Section 41(2) of the Competition Act, 2002 asking certain documents in respect to an investigation being conducted by the Commission against Saint Gobain Glass India Limited. Our Company has submitted responses to the queries raised by the Commission promptly and there are no pending requests from the Commission in this regard.

9. Our Company has received notices dated February 3, 2012 and February 10, 2012 issued by the Additional

Director General, Competition Commission of India (“Commission”) under section 41 read with sub section (2) of section 36 of the Competition Act, 2002 asking certain documents in respect to an investigation being conducted by the Commission against Tata Chemicals Limited, DCW Limited, Gujarat Heavy Chemicals Limited, Nirma Limited and Suarashtra Chemical Limited. Our Company has submitted responses to the queries raised by the Commission promptly and there are no pending requests from the Commission in this regard.

10. Our Company has received a show cause notice dated November 5, 2008 issued by the Directorate of

Revenue Intelligence, Delhi Zonal Unit informing our Company that Mr. Manoj Garg has been found guilty of fraudenlty availing duty draw back under the duty entilement pass book scheme from GoI and as result of which the duty entilement pass book scheme purchased by our Company from Mr. Garg may be considered invalid. The said notice required our Company to provide certain information/confirmation and to show cause as to why an amount aggregating to ` 15,08,783 i.e. the duty saved by Company under duty entilement pass book scheme should not be reversed. Our Company has responsed to the show cause. As on date of this draft letter of offer, our Company has not received any further show cause notice/ request for information.

11. Our Company has in the past received various notices issued by TDS Ward of the Income Tax Department

alleging short/wrongful deductions and deposit of TDS returns and therefore requiring the Company to file

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revise returns. Our Company has in such cases responded to the show cause notices. As on date of this draft letter of offer, our Company has not received any further show cause notice/ request for information.

2. Litigation by the Company (a) Criminal Matters 1. Our Company had lodged a first information report (“FIR ”) dated May 10, 2008 with Jhabreda Police

Station, Roorkee, against Mr. Vinod, Mr. Rajinder and Mr. Dharmpal (collectively referred to as “Accused”) stating that the Accused had committed the offence of theft of certain raw materials from the factory premises situated in Roorkee. Consequently, the accused were apprehended and a charge sheet against the accused was submitted and a criminal complaint (bearing no. 145 of 2008) has been admitted against the Accused before the Additional Civil Judge, Junior Division, Roorkee. The matter is presently pending before Additional Civil Judge, Junior Division, Roorkee.

2. Our Company had lodged a first information report (“FIR ”) dated February 21, 2011 with Jhabreda Police

Station, Roorkee, against Mr. Jaiveer and others (collectively referred to as “Accused”) stating that the Accused had committed the offence of theft of certain raw materials from the factory premises situated in Roorkee. Consequently, the accused were apprehended and a charge sheet against the accused was submitted and a criminal complaint (bearing no. 2328 of 2011) has been admitted against the Accused before the Additional Civil Judge, Junior Division, Roorkee. The matter is presently pending before Additional Civil Judge, Junior Division, Roorkee.

3. Our Company had lodged a first information report (“FIR ”) dated May 14, 2007 with Jhabreda Police

Station, Roorkee, against Mr. Vishvanath and others (collectively referred to as “Accused”) stating that the Accused had committed the offence of theft of certain raw materials such as furnace oil from the factory premises situated in Roorkee and were selling the same illegally in the open market. Consequently, the accused were apprehended and a charge sheet against the accused was submitted and a criminal complaint (bearing no. 1209 of 2008) has been admitted against the Accused before the Additional Civil Judge, Junior Division, Roorkee. The matter is presently pending before Additional Civil Judge, Junior Division, Roorkee.

4. Our Company had lodged a first information report (“FIR ”) dated June 23, 2010 with Jhabreda Police

Station, Roorkee, against Mr. Balwant Singh Dogra (“Accused”) stating that the Accused had committed the offence of cheating while working with the Company at Roorkee by luring local residents of nearby villages and extorting money from them, on the pretext that he would get them employed at the company premises. Consequently, the accused were apprehended and a charge sheet against the accused was submitted and a criminal complaint (bearing no. 519/2010) has been admitted against the Accused before the Additional Civil Judge, Junior Division, Roorkee. The matter is presently pending before Additional Civil Judge, Junior Division, Roorkee.

5. Our Company had lodged a first information report (“FIR ”) dated May 11, 2007 with the Bidadi Police

Station, Bangalore, against Mr. Selvaraja and others (“Accused”), stating that the Accused had committed theft of certain plallets. Consequently, the Bidadi Police station have registered a case against the accused under section 379 read with Section 34 of the Indian Penal Code. The matter is presently pending before the ACMM Court< Bangalore.

4. Complaints under section 138 of The Negotiable Instruments Act, 1881

Our Company has initiated legal proceedings under Section 138 of the Negotiable Instruments Act against certain customers on account of dishonour of cheques issued by such consumers for payment of consideration for purchase of consignments pertaining to architectural/float glass from our Company. Details of proceedings initiated by our Company under Section 138 of the Negotiable Instruments Act, which are presently pending, are set out below.

S. No

Case No. Name of the Accused Name of the Court Date of Complaint

Amount involved

(in `̀̀̀) 1. Case number Bharat Bhardwaj, Court of Additional Chief July 25, 19,90,027.34

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S. No


Amount involved

(in `̀̀̀) not allotted Variations Designs Private

Limited Metropolitan Magistrate, Saket, New Delhi

2012

2. CC No. 1133/11 of 2008

Deepak Kumar, J.K. Glass & Aluminium

Court of Additional Chief Metropolitan Magistrate, New Delhi.

November 11, 2008

3,35,620

3. CC No. 4134/1 of 2011

K.D. Ghosh, Sona Traders

Court of Additional Chief Metropolitan Magistrate, Saket, New Delhi

September 3, 2011

5,57,124

4. CC No. 3716/1/11 of 2006

Munish Kumar, Shiv Shankar Glass Traders

Additional Chief Metropolitan Magistrate, New Delhi.

November 10, 2006

6,68,653

5. CC No. 3717/1/11

Munish Kumar, Shiv Shankar Glass Traders


November 10, 2006

2,26,063

6. CC No. 4909/1of 2011

Akshita Goyal, Shiv Figures and Wired Glass Private Limited


September 3, 2011

9,05,000

7. CC No. 719 of 2010

Ravi Kumar Aggarwal, Shree Radha Vallabh Tempered Glass

Court of Additional Chief Metropolitan Magistrate, New Delhi.

February 17, 2010

3,27,594

8. CC No. 7779/2 Ashok Gupta, Shreenath Safety Glass Private Limited


October 28, 2003

2,00,000

9. CC No. 7780/2 Ashok Gupta, Kartik Glasses Private Limited


October 28, 2003

1,30,000

10. CC No. 1054 of 2007

Ramendas Poddar, Quality Glass Mart, Kolkata

VII Metropolitan Magistrate Court George Town, Chennai

November 15, 2006

2,00,000

11. CC No. 14426 of 2007

Muthulingam, Jagan Mirror Industries, Bangalore


September, 2007

1, 00,000

12. CC No. 8365 of 2008

S.M. Nassair Kamal, Yousuff & Company, Bangalore

II Metropolitan Magistrate Court Egmore, Chennai

June 2003 50,000

13. CC No. 1912 of 2008

M. Venkatesh, Sri Sowdeswari Glasses, Coimbatore


January 2008 53,520

14. CC No. 3945 of 2008

M. Venkatesh, Sri Sowdeswari Glasses, Coimbatore


September 2007

50,000

15. CC No. 3946 of 2008

T. Sridhar Nair, Glass King, Calicut


January 2008 10,00,000

16. CC No. 6562 of 2008

Glass King (T. Sridhar Nair) VII Metropolitan Magistrate Court George Town, Chennai

October 2008

9, 52,027

17. CC No. 6563 of 2008

Salem, R. Sangeetha, Coimbatore Glass & Plywood


October 2008

50,000

18. CC No. 2387 of 2009

Syed Nizamuddin, Nizamuddin & Sons Trading Company


February 2009

4,30,000

19. CC No. 2416 of 2009

Syed Nizamuddin, Nizamuddin & Sons Trading Company


February 2009

90,000

20. CC No. 2388 of 2009

Srinivasa Murthy, Srinidhi Enterprises, Bangalore


April 2009 50,000

21. CC No. 4534 of 2010

Paraneetharan & Charles of PRN Traders

VII Metropolitan Magistrate Court George

October 2009

10,49,332

337

S. No


Amount involved

(in `̀̀̀) Town, Chennai

22. CC No. 4055 of 2010

Syed Nizamuddin, Nizamuddin & Sons Tradind Company.


October 2009

8,00,000

23. CC No. 4069 of 2010

Syed Nizamuddin, Nizamuddin & Sons Trading Company.


October 2009

8,00,000

24. CC No. 52 of 2012

Sai Alutek Private Limited, Bangalore

High Court of Karnataka, Bangalore

March 19, 2012

3, 90, 451.22

25. 4056 of 2009 Nilesh T. Sitlani, Asian Mirror Industries

Metropolitan Magistrate Court, Bandra

May, 2009 58,743

26. 831/M of 2002 Venus Glass (A. S. Bhandari)


September 6, 2002

95, 511

27. 5640 of 2009 Fehmida Taher Attarwala, Alfa Glass & Aluminium


December 2009

6,44,501

28. 5641 of 2009 Alfa Glass and Aluminium Metropolitan Magistrate Court, Bandra

December 9, 2009

1,24,107

29. 50/SW/2010 Kanch Mandir Metropolitan Magistrate Court, Bandra

May, 2009 1,95,511

30. 831/M of 2002 A.S Bhandari Metropolitan Magistrate Court, Bandra

September 6, 2002

74,511

31. 529/14/2007 Patel Aluminum and Glass Company


September 21, 2007

11,27,705

32. 528/14/2007 Patel Glass Company Metropolitan Magistrate Court, Bandra

September 21, 2007

7,00,952

33. 333/11 Samanvay Global Inc. Senior Civil Judge,Delhi, District South-At Saket, New Delhi

May 13, 2011

1,95,186

34. 186/11 Surbhi Glass Private Limited Senior Civil Judge, Delhi, District South – Saket, New Delhi

June 4, 2011 4,83, 251

35. 386/11 Alcraft District & Sessions Judge, Delhi District South- Saket, New Delhi

June 4, 2011 1, 80, 482.22

36. 468/11 EURO Architectural Concepts Private Limited

District & Sessions Judge, South District, Saket, New Delhi

April 13, 2011

16,37,255

37. 469/11 Glazsers India District & Sessions Judge, South District, At Saket, New Delhi

May 13, 2011

6,44,695

38. 737/11 Akruti Project District & Sessions Judge, South District, At Saket, New Delhi

June 4, 2011 5,48,482

39. 387 of 2011

Purva Glass Creations (Raj Dhingra)

Senior Civil Judge, Delhi, District South- At Saket, New Delhi

June 4, 2011 2,27,576

40. 452/11 Purva Glass Creations (Raj Dhingra)

District & Sessions Judge, Delhi, District South- At Saket, New Delhi

June 4,2011 5,59,532

41. 741/11 Manusukhlal Gala District & Sessions Judge, Delhi, District South AT – Saket, New Delhi

October 13, 2011

14,67,673

42. 1820/1 Asif Ali, Kwality Glass Additional Chief Metropolitan Magistrate, New Delhi

April 19, 2010

50,000

43. 225/11 Ravi Tiwari, Mantech, New Delhi

Additional Chief Metropolitan Magistrate,

April 19, 2010

50,000

338

S. No


Amount involved

(in `̀̀̀) New Delhi

44. 339/1/2009 Shrikant Thakure, Megastructures Façade Technologies (I) Private Limited

Additional Chief Metropolitan Magistrate, New Delhi

December 22, 2009

6,00,918

45. 1751/10 Rakesh Bhayana, Bhayana Glass Studio


May 6, 2009 4,58,952

46. 4907/1 Pramod Kumar Divatane, Shree Heramb Udyog

Additional Chief Metropolitan Magistrate, South West, New Delhi

May, 2008 5,47,797

47. 4908/1 Ramesh Chauhan, Jeet Enterprises


September 3, 2011

7,25,612

48. 1003/11 Ishtiaq Ahmad Khan Additional Chief Metropolitan Magistrate, New Delhi

November 27, 2008

80,000

49. 7775/2 Nilesh R. Nalierwala, Darshit Enterprises

Additional Chief Metropolitan Magistrate, South West, New Delhi

May, 2011 50,000

50. 6037/1 Shabbir Bhai, Royal Glass Additional Chief Metropolitan Magistrate, South West, New Delhi

October 13, 2011

2,00,000

51. 2890/1 Mishri Mal, Prince Glass, Mumbai


May 1, 2008 4,67,642

52. 548/10 Nilesh Raghani, K.N. Engineering

Additional Chief Metropolitan Magistrate, Patiala House Courts, New Delhi

November 1, 2010

4,50,000

53. 1313/1/2009 Anand Bahukhundi, Glass Façade Solutions


July 22, 2009

2,73,978

3. Legal cases to be filed (for which notices have been sent)

Set out below are details of cases where our Company has served legal notices upon certain customers under Section 138 of the Negotiable Instruments Act, for dishonor of cheques issued by such customers for payment of consideration for purchase of certain consignments from our Company. However, no legal proceedings have been initiated by our Company against such customers yet.

S. No

Customer’s Name Date of Legal Notice Amount

1. Aakriti Art Glassses Private Limited December 15, 2011 1,22,721.37 2. Ahluwalia Contracts (India) Limited April 9, 2011 17,93,863.97 3. Ahlcons India Private Limited May 9, 2011 21, 65,205.42 4. S.S. Façade Private Limited November 3, 2011 48,99,368.92 5. Darshil Enterprises August 24, 2011 1,92,763.02 6. AGV ALFAB Limited May 9, 2011 18,81,367.03 7. Dattani & Sankpal’s Associates August 24, 2011 4,10,628.96 8. Glass Wall Tech June 6, 2011 4,22,688 9. Glass Architectural Solutions October 7, 2011 8,21,587 10. Dhawan Glass Emporium April 8, 2011 6,15,200.95 11. Reliance Retail Limited March 16, 2011 96, 108.81 12. Reliance Industries Limited March 25, 2011 3,42,609.50

(b) Civil Matters

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Our Company has initiated legal proceedings under Section 138 of the Negotiable Instruments Act against certain customers on account of dishonour of cheques issued by such consumers for payment of consideration for purchase of consignments pertaining to architectural/float glass from our Company. Details of proceedings initiated by our Company under Section 138 of the Negotiable Instruments Act, which are presently pending, are set out below.

S. No

Case No. Name of the Defendant

Name of Court Date of Complaint Amount Involved

1. Civil Suit No. 1059 of 2008

Mayur Glass Industries Limited

In the Court of District Judge, Delhi

May 2008 4,29,363

2. Civil Suit No. 386 of 2011

Surender Pawa, Alcraft

Senior Civil Judge, Delhi District South, Saket, New Delhi

June 4, 2011 1,80, 482

(c) Labour Matters

Our Company has filed a petition (bearing no. 785/2012) before the District Munsif cum Judicial Magistrate, Sriperumbudur, Chennai against Works Committee (Employees) Asahi India Glass Limited (“Respondent”), alleging that the representatives of the Respondent are instigating and compelling workers to resort to illegal strike without any statutory notice. Further, our Company has submitted that the representatives of the Respondent have, on earlier occasions indulged and resorted to illegal strikes. Our Company has prayed for an interim injunction restraining the members of the Respondent from assembling or fathering, any gathering within 200 meters radius of the factory premises in Chennai. The matter is presently pending before the District Munsif cum Judicial Magistrate, Chennai

(d) Consumer Matters

Our Company has filed a complaint (bearing No. 274 of 2011) against the National Insurance Company Limited (“Respondent”) before the National Consumer Disputes Forum. Our Company had maintained 2 insurance policies with the Respondent namely an Erection All Risk Insurance (EAR) Policy for its plant and machinery and Fire Policy including earthquake cover for its Architectural Glass Plant (industrial shed) located at the manufacturing unit/factory premises situated in Roorkee, Uttrakhand. On May 11, 2007 the industrial shed was damaged due to storm/squall, as a result of which the Company had filed a claim under the aforesaid insurance policies for an amount aggregating to approximately ̀ 3.7 crores. While the Respondent allowed a claim for an amount of ` 88,73,250 towards loss and damage to plant and machinery under the EAR Policy, by way of its repudiation letter dated April 5, 2010 refused to grant any claim under the Fire Policy on the grounds that, inter-alia, the occurrence of the storm did not damage the industrial shed and that the damage to the industrial shed was on account of defect in the structural design of the shed. Aggrieved by the said disallowance, our Company has filed the present complaint and has prayed for (i) an amount aggregating to ` 2.5 crores towards loss of building under the Fire Policy; (ii) payment of interest at the rate of 15% per annum w.e.f. from May 11, 2007; (iii) payment of interest for both pendente lite and future interest at the rate of 15% per annum; (iv) an amount aggregating to ` 3 crores for loss of business; (v) an amount aggregating to ` 1 crore towards damages, mental agony, project delays and goodwill and (vi) cost of the present proceedings including litigation costs, etc. The matter is presently pending before the National Consumer Disputes Forum.

2. Adverse findings against our Company as regards compliance with the securities laws

There are no adverse findings against our Company as regards compliance with the securities laws. 3. Outstanding litigation against other companies whose outcome could have an adverse effect on our

Company

Except as disclosed in this section, there are no outstanding litigation, suits, criminal or civil prosecutions, statutory or legal proceedings including those for economic offences, tax liabilities, show cause notices or legal notices pending against any company whose outcome could have a material adverse effect on the position of our Company.

340

4. Outstanding dues to small scale undertaking(s) or any other creditors

As on date of this Draft Letter of Offer, the Company did not owe dues above ` 1 lakh for more than 30 days to any small scale undertaking(s) or any other creditors.

6. Proceedings initiated against our Company for economic offences

There are no proceedings initiated against our Company for any economic offences. 7. Potential litigation against our Company

Except as stated in this section, there are no potential litigations against our Company that we are presently aware of or in connection with which, we have received any notice.

II. Litigation involving our Subsidiaries A. AIS Glass Solutions Limited (“AGSL”)

1. Litigation against AGSL

Tax Matters

There are 2 matters pending against AGSL pertaining to availing of sales tax payable by AGSL. The details of these matters are given below:

(a) The Deputy Commissioner of Commercial Tax, Roorkee (“Assessing Officer ”) by way of its order dated

August 8, 2012 assessed the returns filed by AGSL under the UKVAT Act for the period April 1, 2008 to March 31, 2009, inter alia, disallowed certain tax credit availed by AGSL and consequently raised a demand for an amount aggregating to ` 48,14,584. Aggrieved against the said assessment AGSL has filed an appeal before the Joint Commissioner of Sales Tax. The matter is presently pending before the Joint Commissioner of Sales Tax.

(b) The Deputy Commissioner of Commercial Tax, Roorkee (“Assessing Officer ”) by way of its order dated

September 31, 2011 assessed the returns filed by AGSL under the UKVAT Act for the period September 18, 2007 to March 31, 2008, inter alia, disallowed certain tax credit availed by AGSL and consequently raised a demand for an amount aggregating to ` 25,42,164. Aggrieved against the said assessment AGSL has filed an appeal before the Joint Commissioner of Sales Tax. The matter is presently pending before the Joint Commissioner of Sales Tax.

Criminal Matters Frigate Technologies Private Limited (“Frigate”) has filed its written statement and a counter claim against our Company. Our Company had initiated legal proceedings under Section 138 of the Negotiable Instruments Act, against Frigate alleging that the cheque drawn in favour of the Company for an amount aggregating to ̀ 4,49,423 was dishonoured. Frigate in its counter claim has alleged that our Company had provided Frigate with defective product and has consequently demanded an amount aggregating to ` 5,11,899 as damages along with interest.

2. Litigation by AGSL

Criminal Matters 1. AGSL has filed a criminal complaint (bearing no. 9939 of 2012) under Section 156(3) read with Section

200 of the Criminal Procedure Code, 1973 before the Additional Chief Metropolitan Magistrate, Saket Courts, Delhi against certain ex-employees (collectively referred to as “Accused”) alleging that the Accused have committed certain financial bungling and irregularities in AGSL’s accounts resulting in losses to AGSL of approximately ` 56.81 lakhs. Further, AGSL has also alleged that the Accused have with a view to defraud AGSL wilfully altered, falsified and misappropriated the account books and records of AGSL. In this regard, AGSL has prayed that the Accused be punished in accordance with Section 120 B

341

read with Sections 403, 408, 417, 420, 465, 467, 471 and 477A of the Indian Penal Code. The matter has been referred by the Additional Chief Metropolitan Magistrate, Saket to the Metropolitan Magistrate, Saket Courts, Delhi (“Metropolitan Magistrate ”). The Metropolitan Magistrate, Saket has by way of its order dated June 6, 2012 directed the police to lodge a FIR against the Accused. Pursuant to which a FIR was lodged against the accused and the matter is under investigation by the concerned police authorities.

2. AGSL has initiated legal proceedings under Section 138 of the Negotiable Instruments Act against certain customers on account of dishonour of cheques issued by such consumers for payment of consideration for purchase of consignments pertaining to architectural/float glass from our Company. Details of proceedings initiated by our Company under Section 138 of the Negotiable Instruments Act, which are presently pending, are set out below.

S. No

Case No. Name of Accused Name of the Court Date of Complaint

Amount involved (in `̀̀̀)

1. CC No. 6695/1 of 2012

Jindal Apex (Saurabh Jindal)

In the Court of ACMM, Saket Courts, New Delhi.

January 27, 2012 1,50,262

2. CC No. 6696/1 of 2012

Jindal Apex (Saurabh Jindal)

In the Court of ACMM, Saket Courts, New Delhi.

January 27, 2012 3,37,145

3. CC No. 183/11 of 2011

Advance Retails Limited (Anirvan)

District & Sessions Judge, Delhi District South- At Saket, New Delhi

June 4, 2011 6,81,782

4. CC No. 1/11 of 2009

Competent Glasses (Neeraj Kumar Tyagi)


December 22, 2009

3, 91, 203

5. CC No. 5401/1/10 of 2008

Glass & Glazing Technologies (T.S. Natraja)


March 18, 2008 4,13,551

6. CC No. of 2009

Perfect Solar (India)Private Limited (M. Loganathan)

Additional Chief Metropolitan Magistrate, South West, Saket New Delhi

September 9, 2009

4,51,088

7. CC No. 4133/1 of 2011

Steel Alubuild (Som Dutt Sharma)

Additional Chief Metropolitan Magistrate, South West, Saket, New Delhi.

March, 2011 5,69, 927

8. Case number not allotted

Green Tech. (Satya Kiran)

In the Court of ACMM, Saket Courts, New Delhi

September 10, 2012

4,43,300

9. CC No. 9950/2 of 2012

Glass Masters (Sumit Mahay)

In the Court Of ACMM, Saket Courts, New Delhi

July 26, 2012 3,00,000

10. CC No. 9951/2 of 2012

Mahayco Enterprises (Sumit Mahay)


July 30, 2012 5,17,461

11. Case number not allotted

Anubhav Interior (Ajay Arora)


September 10, 2012

1,16,022

12. CC No. 2813/1/11 of 2009

S. Subramani Additional Chief Metropolitan Magistrate, New Delhi

March 19, 2009 3,32,825

13. CC No. 182/11 of 2011

Surender Pawa District & Sessions Judge, Delhi, District South- At Saket, New Delhi.

June 4, 2011 7,10313

14. CC No. 814 of 2012

Joinery Solutions (Lakshmi Narayan)

High Court of Delhi March 17, 2012 21,26,322

15. CC No. 740 of 2011*

Frigate Teknologies Limited (Anirban Bhattacharya)

Senior Civil Judge, Delhi, Saket District Court, New Delhi.

October 13, 2011 4,49,423

16. CC No. 458/12 of 2011

Manusukhlal Gala Senior Civil Judge, Delhi, District South- At Saket, New Delhi

October 13, 2011 4,73,426

17. CC NO K.N.Engineering, Metropolitian Magistrate November 3,2010 4,50,000

342

3218of 2011

Mumbai

* The accused has filed a counter claim against the Company for an amount of ̀ 5,11,899.

3. Legal cases to be filed (for which notices have been sent) AIS Glass Solutions Limited

Set out below are details of cases where our Company has served legal notices upon certain customers under Section 138 of the Negotiable Instruments Act, for dishonour of cheques issued by such customers for payment of consideration for purchase of certain consignments from our Company. However, no legal proceedings have been initiated by our Company against such customers yet.

S. No

Customer’s Name Date of Legal Notice Amount (in `̀̀̀)

1. Aakriti Art Glassses Private Limited (GS) December 15, 2011 40,64,622.77 2. Ahlcons India Private Limited May 9, 2011 14, 97,198.92 3. S.S. Façade Private Limited (AIS) November 3, 2011 16,50,612.04 4. AGV ALFAB Limited (AIS) May 9, 2011 1,59,540.79 5. Glass Wall Tech June 6, 2011 4,22,688 6. Klearon June 6, 2011 1,44,371 7. AGV Fenestration private Limited April 9, 2011 12,76,409.18

B. GX Sales and Services Limited (“GX”)

1. Litigation against GX - Nil 2. Litigation by GX

GX has served 2 demand notices both dated September 10, 2012 to Mr. Rohit Saini and Mr. Vikas Tyagi (collectively referred to as “Noticee”) demanding ̀ 1,34, 257 and ̀ 96,034 respectively, as expenses incurred by the Company on providing training to the Noticee.

C. Integrated Glass Material Limited - Nil III. Litigation involving our Promoters 1. Litigation Involving Mr. B.M. Labroo (a) Litigation against Mr. B.M. Labroo

Assessment Year 2011-12 The Assistant Commissioner of Income Tax Circle 24(1), New Delhi (“Assessing Officer ”) issued a notice under section 143(2) of the Income Tax Act, requiring Mr. B.M. Labroo or his authorized representative to appear before the Assessing Officer in respect of the income tax return filed by Mr. Labroo for the assessment year 2011-12. Accordingly, the authorized representative of Mr. Labroo had appeared before the Assessing Officer. The matter has been adjourned sinedie till taken up for assessment and the outcome of financial liability, if any will be ascertained post the assessment. Assessment Year 2009-10 The Income Tax Officer, TDS Ward (“Officer ”) by way of 4 separate orders all dated March 14, 2011 held that Mr. B.M. Labroo (“Assesse”) had not deposited the tax deducted at source for the 4 quarters of the financial year 2008-09 and directed the Assesse to pay an amount aggregating to ` 24,06,840. Consequently, the Assesse filed an application under Section 154 of the Income Tax Act before the Officer for rectification of the mistake apparent on record stating that the tax deducted has already been deposited by him. The matter is presently pending. Assessment Year 2008-09

343

The Income Tax Officer, TDS Ward (“Officer ”) by way of 4 separate orders all dated March 14, 2011 held that Mr. B.M. Labroo (“Assesse”) had not deposited the tax deducted at source for the 4 quarters of the financial year 2007-08 and directed the Assesse to pay an amount aggregating to ` 23,65,570. Consequently, the Assesse filed an application under Section 154 of the Income Tax Act before the Officer for rectification of the mistake apparent on record stating that the tax deducted has already been deposited by him. The matter is presently pending. Assessment Year 2007-08 The Assistant Commissioner of Income Tax Circle 24(1), New Delhi (“Assessing Officer ”) framed an assessment order dated December 23, 2009 ("Assessment Order") against Mr. B.M. Labroo (“Assesse”) under Section 143(3) of the Income Tax Act disallowing, inter alia, certain deductions claimed under Section 14A of the Income Tax Act. Further, the Assessing Officer assessed certain short term capital reflected by Mr. B. Labroo in his income tax return as business income and consequently, raised a demand for an amount aggregating to 15,97,166. Aggrieved against the Assessment Order, Mr. Labroo preferred an appeal before the Commissioner of Income Tax (Appeals) (“CIT(A) ”). The CIT(A) by way of its order dated December 2, 2010 rejected the appeal. Consequently, aggrieved against the CIT(A) order, the Assesse preferred an appeal before the ITAT. The ITAT by way of its order dated July 21, 2011 (“ITAT Order ”) dismissed the appeal in limine. Subsequently, the appellant filed a miscellaneous petition under Section 254(2) of the IT Act before the ITAT to recall the ITAT Order and the matter is pending before ITAT. Separately, the Assessing Officer by way of its order dated March 29, 2012 (“Penalty Order ”), held that the appellant had willful concealed certain income and therefore imposed a penalty for an amount aggregating to ̀ 15,97,166 under Section 271(1)(c) of the IT Act. The appellant has preferred an appeal before the CIT (A) against the Penalty Order and the matter is presently before the CIT (A).

(b) Litigation by Mr. B.M. Labroo: Nil 2. Litigation Involving Mr. Sanjay Labroo: Nil 3. Litigation involving AGC

I. Material Litigation against AGC

1. Certain construction workers and their bereaved families in Tokyo, Chiba and Saitama (collectively referred to as “Plaintiffs ”) had filed a suit before the Tokyo District Court, Japan against AGC, the Japanese Government and 41 manufactures of asbestos containing building materials (“collectively referred to as Defendants”) claiming an amount aggregating to JPY 11. 9 billion as damage caused from alleged exposure to asbestos from the construction materials sold by the Defendant manufactures. The Tokyo District Court has dismissed the claims against building material manufactures and partially admitted against the Japanese Government the claims for an amount aggregating to JPY 1.1 billion. Aggrieved against the judgment of the District Court, the Japanese Government and the Plaintiff have filed an appeal before Tokyo High Court.

2. Certain construction workers and their bereaved families in Kanagawa (“Plaintiffs ”) have filed a suit

before the Yokohama District Court, Japan against AGC, the Japanese Government and 43 manufactures of asbestos containing building materials (“collectively referred to as Defendants”) claiming an amount aggregating to JPY 2.9 billion as damage caused from alleged exposure to asbestos from the construction materials sold by the Defendant manufactures. The District Court has dismissed the claims against AGC and dismissed all of the Plaintiff’s claims. Aggrieved against the judgment of the District Court, the Plaintiffs have filed an appeal before the Tokyo High Court.

3. Certain construction workers and their bereaved families in Hokkaido (collectively referred to as

“Plaintiffs ”) have filed a suit before the Sapporo District Court, Japan against AGC, the Japanese Government and 41 manufactures of asbestos containing building materials (“collectively referred to as Defendants”) claiming an amount aggregating to JPY 0.8 billion as damage caused from alleged exposure to asbestos from the construction materials sold by the Defendant manufactures. The matter is presently pending before the Sapporo District Court.

344

4. Certain construction workers and their bereaved families in Kyoto (collectively referred to as “Plaintiffs ”) have filed a suit before the Kyoto District Court, Japan against AGC, the Japanese Government and 42 manufactures of asbestos containing building materials (“collectively referred to as Defendants”) claiming an amount aggregating to JPY 0.8 billion as damage caused from alleged exposure to asbestos from the construction materials sold by the Defendant manufactures. The matter is presently pending before the Kyoto District Court.

5. Certain construction workers and their bereaved families in Osaka (collectively referred to as

“Plaintiffs ”) have filed a suit before the Osaka District Court, Japan against AGC, the Japanese Government and 42 manufactures of asbestos containing building materials (“collectively referred to as Defendants”) claiming an amount aggregating to JPY 0.5 billion as damage caused from alleged exposure to asbestos from the construction materials sold by the Defendant manufactures. The matter is presently pending before the Osaka District Court.

6. Certain construction workers and their bereaved families in Kyushu (collectively referred to as

“Plaintiffs ”) have filed a suit before the Fukuoka District Court, Japan against AGC, the Japanese Government and 41 manufactures of asbestos containing building materials (“collectively referred to as Defendants”) claiming an amount aggregating to JPY 0.7 billion as damage caused from alleged exposure to asbestos from the construction materials sold by the Defendant manufactures. The matter is presently pending before the Fukuoka District Court.

7. The Administrative Council of Economic Defense, Brazil has initiated proceedings against Hankuk Electric Glass Co. Limited (an AGC group company) and other companies for their alleged involvement of a cartel in the market of cathode ray tube glass blubs in Brazil. The matter is presently pending.

II. Details of the material litigation involving AGC and its Group Entities whose outcome could have a

material adverse effect on the position of the Company.

1. AGC Europe has filed a suit against Dave Rose and others (collectively referred to as the “Defendants”) before the Delhi High Court alleging that the Defendants were manufacturing and selling certain products using certain technology patented by AGC Europe without its consent thereby infringing AGC Europe’s patents. AGC Europe has sought for a permanent injunction restraining the Defendants from manufacturing, selling and offering certain type of mirrors. In this regard, the defendants have filed their written statement and counter claim challenging AGC’s patent. The Defendants have claimed that the disputed type of mirrors have been available even before AGC’s Europe claims to have developed them. AGC Europe has filed its response to the written statement and counter claim of the Defendants and the matter is presently pending before the Delhi High Court.

4. Litigation involving MSIL 1. Litigation Against MSIL (a) Criminal Matters

1. Ms. Shiksha Devi Goyal filed a criminal complaint (bearing complaint case no. 404 of 2004) before the Chief Judicial Magistrate, Ranchi under Section 120 (B) and 420 of the IPC against MSIL, its then MD and others, alleging that MSIL had failed to refund the booking amount paid by Ms. Goyal. MSIL has filed a petition under Section 482 of the Criminal Procedure Code for quashing of the proceedings before the High Court of Bihar at Patna. The matter is presently pending before the Chief Judicial Magistrate, Ranchi.

2. Mr. Ram Chandra Prasad filed a criminal complaint (bearing complaint case no. 305(c) of 2006) before

the Judicial Magistrate, Patna against Mr. Shinzo Nakanishi, managing director of MSIL and Director of our Company and Mr. V.K. Bindra alleging non-delivery of consumer offers gifts promised by MSIL. The Judicial Magistrate, Patna taking cognizance of the matter under Section 420 of Indian Penal Code issued notices for appearance of the accused named in the Complaint. MSIL has challenged the said complaint and filed petitions under Section 482 of Criminal Procedure Code before the Bihar High Court at Patna.

345

(b) Tax Matters (I) Direct Taxes

(i) Assessment Year 2008-09

The Additional Commissioner of Income Tax, Range- 6, New Delhi ("Assessing Officer") framed an assessment order dated October 29, 2012 ("Assessment Order") against MSIL under Section 143(3) of the Income Tax Act, 1961 ("IT Act "), making additions/disallowing, inter alia, (i) certain deductions claimed under Section 14A, 34DDA, 43B of the IT Act; (ii) expenses on account of club membership; (iii) capital subsidy on sales tax; (iv) expenditure on account of excise duty paid; and (v) royalty payments and transfer pricing adjustments. Based on above additions/disallowances, the Assessing Officer raised a demand for an amount aggregating to approximately ` 373.68 crores, inclusive of interest. MSIL has filed an appeal before the ITAT, New Delhi against the Assessment Order. The matter is presently pending before the ITAT, New Delhi.

(ii) Assessment Year 2007-08

The Additional Commissioner of Income Tax, Range- 6, New Delhi ("Assessing Officer") framed an assessment order dated November 29, 2011 ("Assessment Order") against MSIL under Section 143(3) of the Income Tax Act, 1961 ("IT Act "), making additions/disallowing, inter alia, (i) certain deductions claimed under Section 14A, 34DDA, 43B of the IT Act; (ii) expenses on account of club membership; (iii) capital subsidy on sales tax (iv) expenditure on account of excise duty paid; and (v) royalty payments and transfer pricing adjustments. Based on above additions/disallowances, the Assessing Officer raised a demand for an amount aggregating to approximately ` 359.50 crores, inclusive of interest. MSIL has filed an appeal before the ITAT, New Delhi against the Assessment Order. The matter is presently pending before the ITAT, New Delhi.

(iii) Assessment Year 2006-07

The Additional Commissioner of Income Tax, Range- 6, New Delhi ("Assessing Officer") framed an assessment order dated October 20, 2010 ("Assessment Order") against MSIL under Section 143(3) of the Income Tax Act, 1961 ("IT Act"), making additions/disallowing inter alia, (i) certain deductions claimed under Sections 14A,43B, 35DDA of the IT Act; (ii) the expenses claimed on account of club membership; (iii) capital subsidy on sales tax and (iv) royalty payments and transfer pricing adjustments. Based on above additions/disallowances, the Assessing Officer raised a demand including interest for an amount aggregating to ̀ 266.60 crores, inclusive of interest. MSIL has filed an appeal before the ITAT, New Delhi against the Assessment Order. The matter is presently pending before the ITAT, New Delhi.

(iv) Assessment Year 2005-06

The Additional Commissioner of Income Tax, Range- 6, New Delhi ("Assessing Officer") originally framed an assessment order dated December 31, 2008 ("Assessment Order-1") against MSIL under Section 143(3) of the Income Tax Act, 1961, making various additions/disallowing, inter alia, (i) certain deductions claimed under Sections 14A, 43B, 35DDA of the IT Act; (ii) the expenses claimed on account of club membership; (iii) making an addition to the total income of MSIL based on an order of the Transfer Pricing Officer ("TPO") dated October 31, 2008. However, MSIL filed a writ petition before the Delhi High Court, challenging the show cause notice/order from the TPO pursuant to which the Delhi High Court passed an order on September 19, 2008 stating that effect will not be given to the order of the TPO till further orders are issued. By way of a judgment dated July 1, 2010, the Delhi High Court set aside the TPO’s order and directed the TPO to determine the arm’s length price within 3 months from the date of the Delhi High Court’s order. The matter was settled by the Supreme Court by way of an order dated October 1, 2010 passed pursuant to a special leave petition filed by MSIL, challenging the Delhi High Court’s order. The Supreme Court set aside the Delhi High Court’s order and directed the TPO to proceed with the matter in accordance with Law uninfluenced by the observational/direction given by the Delhi High Court, pursuant to which, the TPO passed a revised order dated December 21, 2010. Subsequently, the Assessing Officer issued another assessment order dated October 28, 2011 ("Assessment Order-2"), making an addition to the total income of MSIL as per the final order of the TPO. The Assessing Officer recomputed

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the total taxable income of MSIL and consequently raised a demand for an amount aggregating to approximately ̀ 187.56 crores, inclusive of interest. MSIL had filed an appeal before the Commissioner of Income Tax (Appeal) against the Assessment Order-1 and before ITAT against the Assessment Order-2. Aggrieved by the order of CIT(A) against the Assessment Order-1, MSIL further filed an appeal before the ITAT, New Delhi, which was partially allowed in favour of MSIL by way of an order dated August 19, 2011. Subsequently, the both Department and MSIL preferred an appeal before Delhi High Court and the matter is currently pending before Delhi High Court. Separately, MSIL has filed appeal before the ITAT, New Delhi against the Assessment Order-2 which is presently pending before ITAT.

(v) Assessment Year 2004-05

The Deputy Commissioner of Income Tax, Circle 6(1), New Delhi ("Assessing Officer") framed an assessment order dated December 29, 2006 ("Assessment Order") against MSIL under Section 143(3) of the Income Tax Act, 1961, making additions/disallowing, inter alia, (i) certain deductions claimed under Sections 14A, 43B, 35DDA of the IT Act; (ii) expenditure on account of excise duty paid; and (iii) the expenses claimed on account of club membership. Based on above additions/disallowances, the Assessing Officer raised a demand for an amount aggregating to approximately ̀ 191.60 crores, inclusive of interest. MSIL filed an appeal before the Commissioner of Income Tax (Appeals) against the Assessment Order, and partial relief was granted by the Commissioner of Income Tax (Appeals). Aggrieved by the order of the Commissioner of Income Tax (Appeals), MSIL filed an appeal before the ITAT, New Delhi, where certain issues decided in favour of MSIL, by way of an order dated June 30, 2008. Further, MSIL filed an appeal before the Delhi High Court. The Commissioner of Income Tax (Appeals) also filed an appeal against the ITAT’s order, to the extent it allowed the appeal filed by MSIL. Both appeals filed by MSIL and the Revenue before the Delhi High Court are presently pending before Delhi High Court.

(vi) Assessment Year 2003-04

(a) The Additional Commissioner of Income Tax Range 6, New Delhi ("Assessing Officer ") framed an assessment order dated March 30, 2006 ("Assessment Order") against MSIL under Section 143(3) of the Income Tax Act, 1961 ("IT Act "), making additions/disallowing, inter alia, (i) certain deductions claimed under Section 14A, 34DDA, 40(a), 43B of the IT Act; (ii) expenses on account of club membership; (iii) expenses on account of excise duty and transfer pricing adjustments. Based on the above additions/disallowances, the Assessing Officer raised a demand for an amount aggregating to approximately ` 342 crores, inclusive of interest. Consequently, MSIL had filed an appeal before the Commissioner of Income Tax (Appeals) ("CIT(A) "). The CIT(A) by way of its order dated July 8, 2010 has granted partial relief to MSIL ("CIT(A) Order "). Aggrieved against the CIT(A)’s order both MSIL and the CIT(A) have filed separate appeals before the Income Tax Appellate Tribunal ("ITAT ") New Delhi and the matter is presently pending.

(b) The Deputy Commissioner of Income Tax, Circle 6, New Delhi passed an order dated November 22, 2007, which was later modified vide order dated December 13, 2007 ("Reassessment Order ") thereby re-opening the assessment for the assessment year 2003-04 and raised a demand for an amount aggregating to approximately ̀ 37.47 alleging that MSIL had wrongly claimed certain deductions as bad debts being of nature of capital loss. MSIL has filed a writ petition against the Reassessment Order before the High Court of Delhi. The matter is presently pending before the High Court.

(vii) Assessment Year 1999-2000

The Deputy Commissioner of Income Tax, Circle 6(1), New Delhi ("Assessing Officer") framed an assessment order dated February 28, 2002 ("Assessment Order") against MSIL under Section 143(3) of the Income Tax Act, 1961, making additions/disallowing, inter alia, (i) certain deductions claimed under Sections 14A, 43B of the IT Act; (ii) additional liability due to fluctuation in foreign exchange rates; (iii) depreciation claimed on enhanced customs duty payable, warranty expenses, etc. Based on the above additions/disallowances, the Assessing Officer raised a demand including interest for an amount aggregating to approximately ` 678.13 crores. MSIL filed an appeal against the Assessing Order before the Commissioner of Income Tax (Appeals). The Commissioner of Income Tax (Appeals) passed an order, granting partial relief to MSIL. Aggrieved by the same, MSIL filed an appeal before the ITAT, New Delhi,

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where certain issues were decided in favour of MSIL and certain issues were remanded to the Assessing Officer for verification ("ITAT Order "), pursuant to which the Assessing Officer verified the said issues and passed an order against MSIL. Aggrieved by the Assessing Order’s order, MSIL preferred an appeal before the ITAT, Delhi, where the same was allowed. MSIL and the Assessing Officer both preferred appeals against the ITAT Order before the Delhi High Court and the matter is currently pending before the Delhi High Court. Separately, the Assessing Officer passed an order dated March 31, 2008 under Section 271(1) (c) of the IT Act imposing a penalty of ` 225.16 crores ("Penalty Order"), aggrieved by which, MSIL filed an appeal before the Commissioner of Income Tax (Appeals). The Commissioner of Income Tax (Appeals) passed an order setting aside the penalty imposed under the Penalty Order ("CIT(A) Order "). The Assessing Officer filed an appeal before the ITAT, Delhi against the CIT(A) Order, and the same was set aside by the ITAT, Delhi. Subsequently, the Assessing Officer filed an appeal before the Delhi High Court against the order of the ITAt, Delhi, and the matter is presently pending.

(II) Indirect Taxes 1. MSIL has received 3 show cause cum demand notices dated March 16, 2012, April 5, 2011 and October 8,

2010 (collectively referred to as the "Show Cause Notices"), issued by the Office of the Commissioner of Service Tax, Delhi in relation to utilization of CENVAT credit and short-payment of service tax by MSIL for the periods October 2010 to September 2011; April 2010 to September 2010; and April 2005 to March 2010 respectively. The Show Cause Notices required MSIL to show cause as to why (i) service tax collectively amounting to approximately ` 341 crores should not be demanded and recovered; (ii) interest should not be charged and recovered; and (iii) penalty should not be imposed. MSIL has submitted a reply to the Show Cause Notices and the matters are currently pending before the Commissioner, Service Tax Commissionerate, Delhi.

2. MSIL has received show cause cum demand notices dated April 18, 2012, April 27, 2011, September 22,

2009, October 24, 2008, November 1, 2007, July 17, 2007, November 30, 2006 and January 6, 2006 (collectively referred to as the "Show Cause Notices") issued by the Office of the Commissioner of Central Excise Delhi-III, in relation to the alleged payment of National Calamity Contingent Duty ("NCCD") by MSIL by availing CENVAT credit available to MSIL on account of input/input services and/or capital goods, etc. in contravention of the Central Excise Act, 1944 and the Finance Act, 2003, during various periods between April 2003 to March 2012. The Show Cause Notices required MSIL to show cause as to why (i) an amount aggregating to approximately of ` 348.6 crores utilized by MSIL for payment of NCCD from their CENVAT account should not be disallowed and recovered; (ii) interest should not be demanded and recovered; and (iii) penalty should not be imposed. MSIL has submitted a reply to the said show cause cum demand notice and the matters are currently pending before the Office of the Commissioner of Central Excise, Delhi-III.

3. MSIL has received show cause demand notices dated August 27, 2012, September 8, 2011, October 6,

2010, September 30, 2009 and January 5, 2009 (collectively referred to as the "Show Cause Notices") issued by the Office of the Commissioner of Central Excise Delhi-III, in relation to alleged wrongful availment of CENVAT by MSIL during the period December, 2003 to July 2012, by treating goods as inputs to its own final products, which in fact were vendor inputs used in their factories for manufacture of final products, in contravention of the CENVAT Credit Rules, 2004. The Show Cause Notices require MSIL to show cause as to why (i) CENVAT credit amounting to approximately ̀ 175.1 crores should not be demanded; (ii) interest should not be demanded and recovered; and (iii) penalty should not be imposed. MSIL has submitted a reply to the Sow Cause Notices and the matters are currently pending before the office of the Commissioner of Central Excise, Delhi-III.

4. MSIL had received show cause notices dated May 30, 2012 and May 4, 2011 (collectively referred to as the

"Show Cause Notices") issued by the Commissioner of Central Excise, New Delhi, for the period April, 2006 to March 2012, in relation to CENVAT credit taken by MSIL towards payment of duty on clearance of its final products. The Show Cause Notices required MSIL to show cause as to why (i) CENVAT Credit amounting to approximately of ` 192.4 crores availed by MSIL, should not be demanded and recovered (ii) interest should not be recovered, and (iii) penalty should not be imposed. MSIL has submitted replies to the

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Show Cause Notices and the matters are presently pending before the Commissioner of Central Excise, New Delhi –III.

5. MSIL had received show cause notices dated October 26, 2012, April 30, 2012, November 3, 2011,

December 3, 2010, March 5, 2010 and June 19, 2009 (collectively referred to as the "Show Cause Notices") issued by the Commissioner of Central Excise, New Delhi ("Department"), for the period June 2004 to March 2012, in relation to the excise duty on spot discount/consumer offer /exchange/royalty offers offered by MSIL to its authorized dealers. Further, the Department has alleged that MSIL has willfully misstated certain facts in respect of certain discount schemes offered by MSIL to its dealers as a result of which MSIL is liable to pay central excise duty aggregating to an amount of approximately ` 730 crores on account of the value of the schemes in their assessable value. The Show Cause Notices require MSIL to show cause as to inter alia, why (i) collectively, an amount aggregating to approximately ̀ 730 crores should not be demanded; (ii) interest should not be recovered, and (iii) penalty should not be imposed. MSIL has submitted replies to the Show Cause Notices. The Commissioner of Central Excise, New Delhi –III has confirmed demand of ` 241 crores and imposed equal amount of penalty and dropped the demand of ` 489 crores during January 2013.

6. There are various litigations pending against MSIL in respect of the excise duty payable on the free after

sale services provided by MSIL to its customers and addition of such costs in the assessable value of the motor vehicle for the purpose of payment of excise duty, which are presently pending before various forums. The aggregate amount involved in such proceedings is approximately ̀ 261crores including interest. Brief details of the said litigation proceedings are set out below.

(a) MSIL had received 3 show cause notices dated May 22, 2006, May 2007 and November 19, 2007

(collectively, the "Show Cause Notices") issued by the Commissioner of Central Excise, New Delhi, ("Commissioner") for the periods May 2005 to March 2006, April 2006 to February 2007 and November 2006 to August 2007 respectively. The Show Cause Notice required MSIL to show cause as why (i) an amount aggregating to approximately ` 22.3 crores leviable as excise duty on the free after sale services offered by MSIL to its customers should not be demanded and recovered under the provisions of Section 11A of the Central Excise Act, 1944, (ii) interest should not be recovered; and (iii) penalty provisions should be not be imposed. Aggrieved against the Show Cause Notices, MSIL had filed an appeal before Commissioner. The Commissioner by way of his order dated April 30, 2008 ("Commissioner Order ") confirmed the demand of ` 22.3 crores, imposed a penalty of ` 0.1 crores and ordered recovery of appropriate interest from MSIL. MSIL has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal, New Delhi ("CESTAT") against the Commissioner Order. Separately, MSIL has also filed an application for waiver of pre-deposit under Section 35F of the Central Excise Act, 1944. Consequently, the CESTAT during the course of hearing referred the matter to a larger bench for its consideration. Accordingly, the larger bench heard the issue and by way of its order dated August 13, 2010 held that the cost of the free services and PDI charges should form part of the assessable value of the motor vehicles for the purpose of payment of excise duty. Subsequently, the division bench of the CESTAT by way of its final order dated April 20, 2011 upheld the Commissioner Order and remanded the matter to the Commissioner for requalification of duty demanded. However, the CESTAT set aside the penalty imposed by the Commissioner ("CESTAT Order "). Aggrieved against the CESTAT Order, MSIL has filed an appeal before the Supreme Court of India and the matter is presently pending. Separately, the Commissioner of Central Excise, Delhi III, by way of its order dated December 12, 2012 has requantified the earlier demanded amount of ` 22.3 crores to ̀ 18.28 crores.

(b) Additionally, MSIL had received show cause notices dated October 5, 2011, January 27, 2010 and

November 21, 2010, February 25, 2009, March 20, 2008 (collectively, the "Show Cause Notices") issued by the Commissioner of Central Excise, New Delhi, ("Commissioner") for various periods during March 2007 to July 2011. The Show Cause Notices required MSIL to show cause as why (i) an amount collectively aggregating to approximately ` 80 crores leviable as excise duty on the free after sale services offered by MSIL to its customers should not be demanded and recovered under the provisions of Section 11A of the Central Excise Act, 1944, (ii) interest should not be recovered; and (iii) penalty provisions should be not be imposed. Aggrieved against the Show Cause Notices, MSIL had filed replies before the Commissioner, which were dismissed and orders confirming the demand and penalties were passed by the Commissioner. MSIL has filed appeals against the orders of the

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Commissioner before the Customs, Excise and Service Tax Appellate Tribunal, New Delhi ("CESTAT"). The matters are presently pending before the CESTAT.

(c) MSIL had received a show causes notice dated October 5, 2011 issued by the Commissioner of Central

Excise, New Delhi, ("Commissioner") for period the August, 2011 to June, 2012 in relation to the excise duty payable on the free after sale services provided by MSIL to its customers and addition of such costs in the assessable value of the motor vehicle for the purpose of payment of excise duty. The show cause notices required MSIL to show cause as why (i) an amount aggregating to ` 21.51 crores leviable as excise duty on the free after sale services offered by MSIL to its customers should not be demanded and recovered under the provisions of Section 11A of the Central Excise Act, 1944, (ii) interest should not be recovered; and (iii) penalty provisions should be not be imposed. MSIL has submitted its reply to said show cause notice on September 24, 2012. The matter is presently pending before the Commissioner of Central Excise, New Delhi –III.

(c) Civil Matters

1. Consumer Cases Various consumers have filed cases against MSIL and its dealers before the National Consumer Disputes Redressal Commission, State Consumer Disputes Redressal Commission and the District Consumer Disputes Redressal Commission, inter alia, alleging, loss on account of deficiency in service and product and have claimed damages for the same. The details of the pending consumer claims are classified as under:

S. No Forum Number of Cases Total Amount

Claimed (in ` ` ` ` 1. National Consumer Dispute Redressal Commission 42 13,726,316 2. State Consumer Dispute Redressal Commissions 174 66,045,027 3. District Consumer Dispute Redressal Forum 793 2,77,896,042*

* Prayed Amount/ Claim Made 2. Money Recovery Matters

There are 35 money recovery suits pending against MSIL before various courts in India. The amount involved in the said recovery suits aggregates to approximately ̀ 7.6 crores. Such suits have been filed against MSIL and its authorized dealers in connection with shortfalls in delivery of vehicles by dealers and related issues.

3. Other Civil Cases

In addition to the above there are 21 other cases relating to various aspects such as dealership disputes, claim for damages and directions, which are pending before various courts. Such cases include suits filed by employees of authorized dealers of MSIL against seizure of vehicles by the authorized dealers in event of non-payment of loan instalments and suits filed against authorised dealers of MSIL for matters relating to sale and services of vehicles.

(d) Labour Matters

1. MSIL faced labour unrest in September, 2000 with regard to the proposed changes to its incentive scheme.

Upon the changes to the incentive scheme in October, 2000, the workmen of MSIL undertook a tool down strike which later evolved into a strike. In this regard, MSIL’s management advised the workmen to sign a good conduct undertaking confirming to the standing orders of MSIL and to join duties before the occurrence of such strike, which a large number of workmen refused to sign. Subsequently, the workers’ union and management reached a settlement on January 8, 2001. (i) However, the workers’ union challenged the introduction of the requirement to sign the good conduct

undertaking and sought a permanent injunction against the signing of the good conduct undertaking in the Court of Civil Judge Senior Division, Gurgaon. The Civil Court by way of an order refused to grant the injunction in favour of the workers’ union. Aggrieved by the order of the Civil Court, the workers’

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union filed an appeal before the District Court, which was dismissed. Subsequently, the workers’ union filed a writ petition before the High Court of Punjab and Haryana at Chandigarh seeking an interim stay of the requirement of the signing of the good conduct undertaking. The application for stay was dismissed by the High Court of Punjab and Haryana. The writ petition is pending before the High Court of Punjab and Haryana at Chandigarh.

(ii) Separately, some of the agitating workers, including some union leaders were dismissed from service by MSIL by way of summary orders on the ground of instigating a strike. 24 workmen who had been summarily dismissed have filed cases against MSIL in the Labour Court, Gurgaon seeking reinstatement of services with back wages and continuity of service. They also challenged dismissal on the ground that the mandatory provision in the standing orders were not followed and principles of natural justice were been violated. Presently, 23 cases are pending before the Labour Court, Gurgaon.

2. MSIL had issued charge sheets to certain workmen for unauthorized absence from their duty, pursuant to respective charge sheets to individual workers, an enquiry committee was set up. In certain cases where the enquiry report found the charges against the workers accurate and explanations of workers unsatisfactory and they were dismissed. Presently, 12 disputes are pending at different stages before the Labour Court, Gurgaon.

3. Certain employees of MSIL who opted voluntary retirement under MSIL’s voluntary retirement scheme in

the year 2001 and 2003, have filed a writ petition before the High Court of Punjab and Haryana alleging that they had been retired prematurely under the VRS Scheme without having consented to the same. Presently 6 writ petitions are pending in the High Court of Punjab and Haryana.

4. Currently 11 writ petitions involving MSIL are pending at various stages before the High Court of Punjab

and Haryana. 7 of the said writ petitions were filed by workmen challenging an award passed by the Labour Court, Gurgaon in favour of MSIL upholding certain dismissals of employees as fair and proper. The remaining 4 writ petitions have been filed by MSIL, challenging an award passed in favour of workmen by the Labour Court, Gurgaon, to the effect that their dismissal from employment was unjustified and that they be reinstated with back wages.

5. 5 contract labourers dismissed by a contractor engaged by MSIL have raised a dispute under the Industrial

Disputes Act against the contractor as well as MSIL. The said matters are presently pending before the Labour Court, Gurgaon.

6. In addition to the aforementioned cases, MSIL is a party to 64 cases relating to labour disputes raised by

individual workmen and still pending in the Labour Court in various stages. The disputes raised by the workmen are related to issues including dismissal on account of misconduct, challenging the voluntary retirement scheme of MSIL, alleged unlawful deduction of wages of workmen.

7. Manesar Labour Dispute:

(i) Following the acts of violence, arson and causing extensive damage to MSIL’s property by a section of its workmen at the Manesar plant, MSIL had filed a first information report with Manesar Police Station dated July 18, 2012. Consequently, the Government of Haryana has initiated action against the workmen of MSIL as prescribed by law. In this regard, the matter is presently pending between the Government of Haryana and the workmen of MSIL, and MSIL is not a party to the said dispute, and no criminal proceeding has been initiated against MSIL or its directors.

(ii) Separately, following the violence in Manesar on July 18, 2012, the Company has dismissed a total of

546 employees out of which 421 were workmen and 125 were technician trainees. The Government of Haryana has referred the cases relating to the said dismissals to the Labour Court, Gurgaon for determining the legality of the strikes. Additionally, MSIL, while dismissing such workmen has filed 421 applications under Section 33(2)(b) of the Industrial Disputes Act before the Labour Court, Gurgaon, which are presently pending for adjudication.

(e) Land Acquisition Matters

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The Government of Haryana through HSIIDC had allotted land admeasuring 602.40 acres located in Manesar to MSIL. Certain land owners had challenged the compensation amount determined by the Collector, Manesar and consequently filed petitions for enhancement of compensation before the Court of Additional District Judge, Gurgaon. The Additional District Judge, Gurgaon by way of its order dated January 27, 2010 enhanced the compensation payable to ̀ 2,815,849 per acre. Aggrieved against the order of the Additional District Judge, Gurgaon, HSIIDC preferred an appeal before the Punjab and Haryana High Court. The Punjab and Haryana High Court by way of its order dated February 11, 2011("High Court Order ") fixed the compensation payable at ` 3,740,000 per acre. Aggrieved against the High Court Order, HSIIDC has filed a Special Leave Petition before the Supreme Court and the matter is presently pending before the Supreme Court.

Separately, MSIL has filed an application before the Supreme Court of India, to be impleaded as a party to the aforesaid suit. As under the terms of the letter of allotment and conveyance deed entered into between MSIL and HSIIDC all additional cost pertaining to the compensation required to be paid to the land owners is required to be borne by MSIL.

(f) Regulatory Notices

1. MSIL received a notice dated June 28, 2012 issued by Inspector Legal Metrology alleging violation of

provisions of the Package Commodities Rules, 2011. Separately, the Metropolitan Magistrate, Mumbai issued notices against the directors of MSIL, including Mr. Shinzo Nakanishi, who is also a Director of our Company, requiring them to appear before him in respect of the alleged contravention of Section 18(1), 36 of the Legal Metrology Act, 2009 read with Rule 6(3) and 18(1) and Package Commodities Rules, 2011. MSIL has filed a compounding application and the same has been allowed. Consequently, the Magistrate has taken the same on record. The matter is presently pending before the Metropolitan Magistrate, Mumbai for passing of orders for closing the case.

2. MSIL and its directors including Mr. Shinzo Nakanishi, who is also a Director of our Company,

received a notice dated January 10, 2012 issued by inspector, ILM alleging violations of the provisions of the Legal Metrology Act in one of the advertisements relating to one of the vehicles manufactured by MSIL. MSIL is in the process of filings its compounding application.

3. MSIL received a notice for appearance dated October 18, 2011 issued by the Metropolitan Magistrate,

KKD, Delhi in respect of certain alleged violations of the Weights and Measurement Act committed by MSIL. MSIL has in its response claimed that the notice/ summons has been issued to Maruti Industries Limited and therefore does not relate to MSIL. The matter is presently pending before the Metropolitan Magistrate, KKD, Delhi seeking clarification from the inspector, ILM.

4. MSIL received a notice dated 31-05-2004 issued by Inspector Legal Metrology alleging violation of

provisions of the Package Commodities Rules, 1977. Separately, the Chief Judicial Magistrate, Ujjain issued notices against the directors of MSIL, including Mr. Shinzo Nakanishi, who is also a Director of our Company, requiring them to appear before him in respect of the alleged contravention of Rule 6(1)(a), 9(1)(a) of Package Commodities Rules, 1977. The violation relates to not writing the name of the vendor on the package. The matter is pending adjudication.

5. A complaint was filed by Mittal Surveyors Private Limited by way of a letter dated September 4, 2008,

against MSIL before the Office of the Director General, CCI, under Section 11(2) of the erstwhile Monopolies and Restrictive Trade Policies Act, 1969 ("MRTP Act "), alleging black-marketing and unethical sales practices by MSIL of its manufactured vehicles. MSIL has filed a reply dated June 8, 2011 to the notice dated May 31, 20111 from the CCI denying all allegations stating that MSIL deals with its authorized dealers on a principal to principal basis and is not a party to the sale transaction between the authorized dealers and the end buyers. The matter is presently pending before the Director General, CCI.

6. A complaint or information was filed before the CCI under Section 19 of the Competition Act by Shri

Shamsher Karatia ("Informant ") on January 17, 2012, against Honda Siel Cars India Limited ("Honda"), Volkswagen India Pvt Limited ("VW "), and Fiat India Automobiles Ltd ("Fiat"), alleging multiple violations of the provisions of the Competition Act. Based on the Information, the CCI formed a prima facie opinion on February 24, 2011 that Honda, VW, and Fiat had contravened the provision of

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the Competition Act and directed the Director General ("DG") to conduct an investigation into the matter. In this regard, information and documents had been sought from MSIL by the DG, to which MSIL has reverted with submissions on July 22, 2011, October 18, 2012, January 25, 2012, February 22, 2012, May 9, 2012, and May 24, 2012, November 30, 2012. The matter is presently pending before the CCI.

(g) Motor Accident Claims

The Company has 11 motor accident claims pending against it before the MACT, with the amount claimed (not including interest) totalling to ` 8,781,700. Such claims have been filed by individuals injured by motor vehicle accidents involving vehicles manufactured by MSIL.

(h) Arbitration Matters

MSIL is a party to certain arbitration proceedings with its authorized dealers, arising from, inter alia, issues in relation to termination of dealership agreements, and payment of amounts thereunder. In 6 arbitration proceedings, MSIL has claimed amounts from the counter-parties aggregating to approximately ` 60.2 crores along with interest and 2 counter-parties have made counter-claims against MSIL to the tune of approximately ̀ 77.01 crores along with interest. Also, a claim of ` 4.4 crores has been made against MSIL by one of the parties appointed by it to manage and operate an authorised service station, who has initiated arbitration proceedings on account of termination of the authorized service station agreement by MSIL.

2. Litigation by MSIL (a) Criminal Matters

MSIL has initiated legal proceedings under Section 138 of the Negotiable Instruments Act against Mr. Mahesh G. Shetty and Smt. Anasuya Shetty on account of dishonour of cheques issued by them as security towards land advance for purchasing of land in Bangalore by MSIL. The matter is presently pending before the Court of Chief Metropolitan Magistrate at New Delhi.

IV. Litigation involving our directors 1. Litigation involving Mr. B.M. Labroo Please refer to paragraph III(1) above. 2. Litigation involving Mr. Shinzo Nakanishi Mr. Nakanishi has been impleaded in 4 matters which are presently pending adjudication. For further

details, please see paragraph 3. Litigation involving Mr. Gautam Thapar 1. Litigation against Mr. Gautam Thapar (a) Certain workers of the Bengal Unit Ingot of Ballarpur Industries Limited (“BILT ”) had raised a dispute

before the Industrial Tribunal, Kolkata, in respect of the salary and other allowances payable to them under the tripartite engineering wage settlement entered between the workers and BILT. Consequently, reference was made to the Industrial Tribunal. The tribunal by way of its initial award decided the matter in favour of BILT.

Aggrieved against the award, the Bengal Ingot Supervisory Staff Association filed a writ petition before the Calcutta High Court. The Calcutta High Court by way of its order dated 27.02.1996 and correction order dated 03.04.1996 set aside the award passed by the tribunal and remanded the matter back to the Industrial Tribunal to decide whether the petitioners (5 supervisors) could come under the definition of workman under section 2(s) of the Industrial Disputes Act. The Industrial Tribunal by way of its award dated December 4, 1997 (“Award ”) held that the aforesaid supervisors were workmen within the meaning of Section 2(s) of the Industrial Disputes Act. Aggrieved against the Award BILT filed an appeal before the

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Calcutta High Court. The Calcutta High Court by way of its order January 12, 2000 (“Order ”) dismissed the appeal. Consequently, BILT filed second appeal and application for stay of the Order before the division bench of the Calcutta High Court. While, the application for stay has been dismissed, the appeal is presently pending before the Calcutta High Court. Separately, as a consequence of the above, since the execution of the Award had not be stayed by the Calcutta High Court, the Government of West Bengal had lodged a criminal complaint (bearing no. 3196 of 1999) against BILT, Mr. Gautam Thapar (Joint Managing Director, BILT) and others before the Chief Judicial Magistrate, Kolkata under section 29 and 32 of the Industrial Dispute Act for non implementation of the Award. Consequently, BILT filed an application for exemption from personal appearance of Mr. Gautam Thapar and others before the Chief Judicial Magistrate, Kolkata. The Chief Judicial Magistrate, Kolkata by way of its order dated June 6, 2000 granted the exemption subject to the condition that Mr. Thapar and others, will appear on the dates of examination under section 313 of the CrPC and judgment. The matter is presently pending before the Chief Judicial Magistrate, Kolkata.

(b) Maharashtra Pollution Control Board has filed a criminal complaint (bearing no. 4658 of 2011) against Lavasa Corporation Limited (“LCL ”) and 14 others including Mr. Gautam Thapar (as a director of LCL) before the Session Court, Pune alleging violation of various pollution related laws during the construction of the Lavasa township. The matter is presently pending before the Session Court, Pune.

2. Litigation by Mr. Gautam Thapar – Nil 3. Penalty’s imposed by Company Law Board under the Companies Act

The Company law board by way of its order December 31, 2009 compounded a default committed by Mr. Thapar (director of BILT) under section 212 of the Companies Act upon payment of an amount aggregating to ̀ 3,000 as compounded fee.

4. Remaining Directors

Other than as mentioned above, none of our other Directors, namely Mr. Sanjay Labroo, Mr. Hideaki Nohara, Mr. Keiichi Nakagaki, Mr. Kimikazu Ichikawa, Mr. Rahul Rana, Mr. Gurvirendra Singh Talwar, Dr. Surinder Kapur, are involved in any litigation.

V. Litigation involving our Group Entities 1. Maltex Masters Limited (“MML”) (I) Direct Tax Matters

Assessment year 2003-04

The Additional Commissioner of Income Tax, Patiala (“Assessing Officer ”) framed an assessment order dated December 28, 2006 ("Assessment Order") against MML under Section 143(3) of the Income Tax Act, 1961 ("IT Act ") and made certain additions on account of lease rentals to the assessable income of MML and consequently raised an demand for an amount aggregating to ̀ 31,95,635. Aggrieved against the Assessment Order, MML filed an appeal before the Commissioner of Income Tax (Appeals), Patiala (“CIT(A)” ). The CIT(A) by way of its order dated June 19, 2007 allowed MML’s appeal (“CIT(A) Order ”). Aggrieved against the CIT(A) Order, the Assessing Officer preferred an appeal before the Income Tax Appellate Tribunal Chandigarh (“ITAT ”). The ITAT by way of its order dated February 28, 2008(“ITAT Order ”) partially allowed the appeal in favour of the Assessing Officer. MML has preferred an appeal against the ITAT Order before the High Court of Punjab and Haryana (“High Court ”) and the matter is presently pending before the High Court.

Assessment Year 2006-07 The Additional Commissioner of Income Tax, Patiala (“Assessing Officer ”) framed an assessment order dated December 26, 2008 ("Assessment Order") against MML under Section 143(3) of the Income Tax Act, 1961 ("IT Act ") and made certain additions on account of lease rentals to the assessable income of

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MML and consequently raised an demand for an amount aggregating to ̀ 43,24,621. Aggrieved against the Assessment Order, MML filed an appeal before the Commissioner of Income Tax (Appeals), Patiala (“CIT(A)” ). The CIT(A) by way of its order dated September 25, 2009 partially allowed MML’s appeal (“CIT(A) Order ”). Aggrieved against the CIT(A) Order, both MML and the Assessing Officer preferred appeals before the ITAT. The ITAT by way of its orders dated March 31, 2010 and August 17, 2010 dismissed the appeals filed by MML and the Assessing Officer respectively. MML has preferred an appeal against the ITAT order before the High Court of Punjab and Haryana (“High Court ”) and the matter is presently pending before the High Court. Assessment Year 2007-08 The Additional Commissioner of Income Tax, Patiala (“Assessing Officer ”) framed an assessment order dated October 27, 2009 ("Assessment Order") against MML under Section 143(3) of the Income Tax Act, 1961 ("IT Act ") disallowing, inter alia, certain deductions claimed under Section 40(a)(ia) of the IT Act. Further, the assessing officer made certain additions on account of lease rentals to the assessable income of MML and consequently raised an demand for an amount aggregating to ̀ 19,97,703. Aggrieved against the Assessment Order, MML filed an appeal before the Commissioner of Income Tax (Appeals), Patiala (“CIT(A)” ). The CIT(A) by way of its order dated September 30, 2010 partially allowed the appeal (“CIT(A) Order ”). Aggrieved against the CIT(A) Order, both MML and the Assessing Officer preferred appeals before the ITAT. The ITAT by way of its order dated May 13, 2011 dismissed the appeals filed by MML and the Assessing Officer. MML has preferred an appeal against the ITAT order before the High Court of Punjab and Haryana (“High Court ”) and the matter is presently pending before the High Court. Separately, Income Tax Officer, Ward 4, Patiala (“Officer ”) by way its order dated March 30, 2012 (“Penalty Order ”) has imposed a penalty under Section 271 (c) of an amount aggregating to ` 9,13,222 on MML in respect to aforesaid dispute. MML has preferred an appeal before the Commissioner of Commissioner of Income Tax (Appeals), Patiala against the Penalty Order. Assessment Year 2008-09 The Additional Commissioner of Income Tax, Patiala (“Assessing Officer ”) framed an assessment order dated October 29, 2010 ("Assessment Order") against MML under Section 143(3) of the Income Tax Act, 1961 ("IT Act ") and made certain additions on account of lease rentals to the assessable income of MML and consequently raised an demand for an amount aggregating to ̀ 21,15,191. Aggrieved against the Assessment Order, MML filed an appeal before the Commissioner of Income Tax (Appeals), Patiala (“CIT(A)” ) and rectification application under Section 234B, 234D and 244A of the IT Act. The CIT(A) by way of its order dated July 12, 2011 partially allowed MML’s appeal (“CIT(A) Order ”). Aggrieved against the CIT(A) Order, both MML and the Assessing Officer preferred appeals before the ITAT. The ITAT by way of its order dated September 26, 2011 dismissed the appeals filed by MML and the Assessing Officer respectively. MML has preferred an appeal against the ITAT order before the High Court of Punjab and Haryana (“High Court ”) and the matter is presently pending before the High Court. Separately, the Income Tax Officer, Ward 4 Patiala (“Officer ”), has by way of its order dated September 8, 2011, allowed the rectification application filed by MML and rectified the demand payable by MML to ` 16,50,030. Further, the Officer by way its order dated May 25, 2012 (“Penalty Order ”) has imposed a penalty under Section 271 (c) of an amount aggregating to ` 10,64,499 on MML in respect to aforesaid dispute. MML has preferred an appeal before the Commissioner of Commissioner of Income Tax (Appeals), Patiala against the Penalty Order. Assessment Year 2009-10 The Additional Commissioner of Income Tax, Patiala (“Assessing Officer ”) framed an assessment order dated November 29, 20011 ("Assessment Order") against MML under Section 143(3) of the Income Tax Act, 1961 ("IT Act ") and made certain additions on account of lease rentals to the assessable income of MML and consequently raised an demand for an amount aggregating to ̀ 16,89,764. Aggrieved against the Assessment Order, MML filed an appeal before the Commissioner of Income Tax (Appeals), Patiala

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(“CIT(A)” ). The CIT(A) by way of its order dated September 17, 2012 partially allowed MML’s appeal (“CIT(A) Order ”). Aggrieved against the CIT(A) Order, the Assessing Officer preferred appeals before the ITAT against which MML has filed a cross objection appeal. The matter is presently pending before the ITAT, Chandigarh.

(II) Indirect Tax Matters 1. MML had received 2 show cause notices dated February 12, 2009 and September 23, 2009 (collectively,

the “Show Cause Notices”) issued by the Commissioner of Central Excise, New Delhi, (“Commissioner”) for the periods October 1, 2003 to December 31, 2008 and January 1, 2009 to June 30, 2009 respectively. The Show causes notices alleged that MML had contravened provisions of Section 66, 67, 68, 69 & 70 of the Finance Act 1994 and Rule 4, 5, 6 and 7 of the Service Tax Rules, 1994 and required MML to Show cause why (i) service tax amounting to ` 77,56,825 and ̀ 6,58,514 for the periods October 1, 2003 to December 31, 2008 and January 1, 2009 to June 30, 2009 respectively should not be recovered under the provisions of Section 73(3) of the Finance Act 1994; (ii) interest should not be recovered; and (iii) penalty provisions should be not be imposed. Aggrieved against the Show Cause Notices, MSIL had filed an appeal before Commissioner. The Commissioner by way of his order dated November 22, 2010 (“Commissioner Order ”) confirmed the demand of ` 74,62,342 and ̀ 6,58,514 for the periods October 1, 2003 to December 31, 2008 and January 1, 2009 to June 30, 2009 respectively imposed a maximum penalty of ` 81,25,856 under Sections 77 and 78 of the Finance Act, 1994 and ordered recovery of appropriate interest from MML. MML has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal, New Delhi (“CESTAT”) against the Commissioner Order.

2. MML had received a show cause notice dated October 7, 2010 issued by the Additional Commissioner,

Central Excise Commissionerate, Chandigarh (“Additional Commissioner”)] for the period July 1, 2009 to March 31, 2010 alleging that MML had contravened provisions of Section 66, 67, 68, 69 & 70 of the Finance Act 1994 and Rule 4, 5, 6 and 7 of the Service Tax Rules, 1994 and required MML to Show cause why (i) service tax amounting to ` 8,11,935 should not be recovered under the provisions of Section 73(3) of the Finance Act 1994; (ii) interest should not be recovered; and (iii) penalty provisions should be not be imposed. Subsequently, MML submitted its reply to the said show cause notice. The Additional Commissioner repelling the pleas and contentions put forth by MML passed an order dated December 12, 2011 (“Additional Commissioner Order ”) revised the demand to an amount aggregating to ` 7,36,116 and ordering the recovery of appropriate interest and penalty from MML. Aggrieved against the Additional Commissioner Order the company has filed as appeal before the Commissioner, Central Excise, Chandigarh.

3. MML had received a show cause notice dated September 28, 2011 issued by the Additional Commissioner,

Central Excise Commissionerate, Chandigarh (“Additional Commissioner”) for the period April 1, 2010 to March 31, 2011 alleging that MML had contravened provisions of Section 66, 67, 68, 69 & 70 of the Finance Act 1994 and Rule 4, 5, 6 and 7 of the Service Tax Rules, 1994 and required MML to Show cause why (i) service tax amounting to ` 11,09,197 should not be recovered under the provisions of Section 73(3) of the Finance Act 1994; (ii) interest should not be recovered; and (iii) penalty provisions should be not imposed. Subsequently, MML submitted its reply to the said show cause notice. The Additional Commissioner repelling the pleas and contentions put forth by MML passed an order dated January 20, 2012 (“Additional Commissioner Order ”) revised the demand to an amount aggregating to ` 10,03,805 and ordering the recovery of appropriate interest and penalty from MML. Aggrieved against the Additional Commissioner Order the company has filed as appeal before the Commissioner, Central Excise, Chandigarh.

2. Litigation involving ISE Chemical Corporation (“ ISE”)

1. Material Litigation against ISE

My Home Corporation and Mr. Shoichi Sugihara (collectively referred to as “Plaintiffs ”) have filed a suit against ISE before Chiba District Court, Japan demanding compensation for an amount aggregating to approximately JPY 0.6 billion for the alleged damages caused to the Plaintiff by the land subsidence and noise arising out of ISE’s facility. Originally, ISE filed a request for declaratory judgment on lack of liability. As a result of which the Plaintiff filed a counter claim against ISE and the local government for the

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cost (approximately JPY 142 million) to repair the slant in the Plaintiff’s building allegedly caused by ground sinking. Further, the Plaintiffs have filed an application for expansion of the scope of its claim. The matter is presently pending before the Chiba District Court, Japan.

2. Material Litigation by ISE - Nil 3. Litigation involving AGC Glass Europe S.A. (“AGC Europe”)

1. Material Litigation against AGC Europe (a) HUK-COBURG Haftpflicht-Unterstutzungs-Kasse kraftfahrender Beamter, Deutschlands a.G. Coburg

(“Plaintiff ”) has filed a suit against AGC Europe and others before the Dusseldorf Regional Court, Germany alleging that AGC Europe has violated and infringed certain EU competition laws. The Plaintiff has claimed an amount aggregating to Euro 21.56 million as damage caused by infringement of such competition laws. AGC Europe has submitted its 3rd reply to the plaint and the Plaintiff has filed its surrebutter to the same. The matter is presently pending before the Dusseldorf Regional Court.

(b) Wurtenbergische Gemeinde-Versicherung AG (“Plaintiff ”) has filed a suit against AGC Europe and others

before the Dusseldorf Regional Court, Germany alleging that AGC Europe has violated and infringed certain EU competition laws. The Plaintiff has claimed an amount aggregating to Euro 2.31 million as damage caused by infringement of such competition laws. AGC Europe has submitted its 2nd reply to the plaint. The matter is presently pending before the Dusseldorf Regional Court.

(c) LVM Landwirtschaftlicher Versicherungsverein Munster a.G. (“Plaintiff ”) has filed a suit against AGC

Europe and others before the Dusseldorf Regional Court, Germany alleging that AGC Europe has violated and infringed certain EU competition laws. The Plaintiff has claimed an amount aggregating to Euro 6.17 million as damage caused by infringement of such competition laws. AGC Europe has submitted its 2nd reply to the plaint. The matter is presently pending before the Dusseldorf Regional Court.

(d) VHV Allegemeine Versicherung AG (“Plaintiff ”) has filed a suit against AGC Europe and others before

the Dusseldorf Regional Court, Germany alleging that AGC Europe has violated and infringed certain EU competition laws. The Plaintiff has claimed an amount aggregating to Euro 8.12 million as damage caused by infringement of such competition laws. AGC Europe has submitted its 2nd reply to the plaint. The matter is presently pending before the Dusseldorf Regional Court.

(e) AXA Versicherung AG (“Plaintiff ”) has filed a suit against AGC Europe and others before the Dusseldorf

Regional Court, Germany alleging that AGC Europe has violated and infringed certain EU competition laws. The Plaintiff has claimed an amount aggregating to Euro 11.74 million as damage caused by infringement of such competition laws. AGC Europe has submitted its 1st reply to the plaint. The matter is presently pending before the Dusseldorf Regional Court.

2. Material Litigation by AGC Europe

(a) AGC Europe has filed a suit against Dave Rose and others (collectively referred to as the “Defendants”)

before the Delhi High Court alleging that the Defendants were manufacturing and selling certain products using certain technology patented by AGC Europe without its consent thereby infringing AGC Europe’s patents. AGC Europe has sought for a permanent injunction restraining the Defendants from manufacturing, selling and offering certain type of mirrors. In this regard, the defendants have filed their written statement and counter claim challenging AGC’s patent. The Defendants have claimed that the disputed type of mirrors have been available even before AGC’s Europe claims to have developed them. AGC Europe has filed its response to the written statement and counter claim of the Defendants and the matter is presently pending before the Delhi High Court.

4. Shield Auto Glass Limited

The Income Tax Officer, New Delhi (“Assessing Officer ”) issued a notice dated August 29, 2011 under section 143(2) of the Income Tax Act, requiring an authorized representative of Shield Autoglass Limited to appear before the Assessing Officer in respect of the income tax return filed by Shield Autoglass Limited for the assessment year 2011-12. Accordingly, the authorized representative Shield Autoglass Limited had

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appeared before the Assessing Officer. The matter has been adjourned sinedie till taken up for assessment and the outcome of financial liability, if any will be ascertained post the assessment.

5. MSIL Group Entities 1. Litigation involving Bellsonica Auto Component India Private Limited (“Bellsonica”)

Litigation against Bellsonica Tax Matter (a) Direct Tax

Bellsonica has received a notice issued by the Income Tax Officer, Gurgaon under section 143(1) and 143(2) of the Income Tax Act requiring Bellsonica to furnish certain documents in support of various claims made in the return filed by our Company with the Income Tax Authorities. The matter has been adjourned sinedie till taken up for assessment and the outcome of financial liability, if any will be ascertained post the assessment.

(b) Indirect Tax

Bellsonica received a show cause notice issued by the Office of the Commissioner of Service Tax, Delhi alleging that Bellsonica had wrongfully taken and availed CENVAT credit during the period 2007-08 to 2009-10 with respect to service tax paid for the services relating to civil work done in the premises of the manufacturing plant and rentals paid on immovable property. The amount claimed by the Central Excise and Customs Department is ` 16,669,236 and the matter is presently pending before the CESTAT.

Litigation by Bellsonica – Nil

2. Litigation involving Jay Bharat Maruti Limited (“JBML ”)

Litigation against JBML Indirect Tax Bellsonica has received 3show cause notice issued by the Office of the Commissioner of Service Tax, Delhi alleging inclusion of die amortization cost in assessable value for inter unit transfer under the Valuation Rule, 2000 for the period November 2005 – July, 2008.The total amount claimed by the Central Excise and Customs Department is approximately ` 20.26 crores. The matter is presently pending before the CESTAT. Litigation by JBML – Nil

3. Litigation Involving Suzuki Powertrain India Limited (“SPIL”)

Litigation against SPIL – NIL Litigation by SPIL SPIL had raised an insurance claim of approximately ` 35.85 crores on account of damage suffered by certain imported plant and machinery during the year 2008-2009. The insurance company by way of a letter dated November 16, 2010 accepted the insurance claim only to the extent of approximately ` 6.8 crores. Aggrieved by the decision of the insurance company, SPIL has filed a petition before the National Consumer Disputes Redressal Commission seeking the entire claim amount. The matter is presently pending.

4. Caparo Maruti Limited (“CML”)

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CML had filed a criminal complaint against Mr. M.D. Jindal (one of the promoters of CML), Mr. Suryakant Agarwal and Mr. Jawaharlal Garg, alleging falsification of board minutes, attempts to unlawfully assume control of CML and conspiring against CML. Consequently, various counter-claims and complaints were filed by Mr. Jawaharlal Garg, Mr. M.D. Jindal and others. Presently, all such matters are under mediation proceedings before Justice R.C. Lahoti, former Chief Justice of India.

5. Machino Plastics Limited (“MPL”) Litigation against MPL 1. MPL had received three show cause notices dated April 13, 2005, November 9, 2005 and October 5,

2006 issued by the Commissioner of Central Excise in relation to differential value on sale of certain spare parts by MPL to MSIL and subsequent sale by MSIL to its customers, during the period July 2000 to May 2006. Subsequently, demands of amounts aggregating approximately to ` 10.92 crores were raised against MPL. MPL has filed replies/appeals against the said show cause notices and the matters are presently pending before the Commissioner of Central Excise.

2. MPL has received a show cause notice from Additional Commissioner of Central Excise dated May 22, 2006 in relation to calculation of certain output ratio of certain products during the period April 2004 to March 2005. A demand of approximately ` 0.22 crores was raised against MPL. MPL has filed an appeal before the Additional Commissioner of Central Excise and the matter is presently pending.

3. MPL has received a show cause notice dated September 27, 2007 from the Commissioner of Central

Excise in relation to amortization of certain moulds and dyes of certain automobiles. A demand of ` 1.38 crores was raised against MPL. The matter is presently pending before the CESTAT.

Litigation by MPL - Nil

6. Litigation involving Denso India Limited (“DIL ”) Litigation against DIL

(a) The Land Management Committee has demanded an amount aggregating to approximately ` 70 crores from DIL, as claim for damages for an alleged encroachment and unlawful usage as parking space by DIL of land belonging to the Land Management Committee. The matter is presently pending before the Allahabad High Court, where a stay has been granted in favour of LMC.

(b) The Land Management Committee, Uttar Pradesh has demanded an amount aggregating to approximately ̀ 37.5 crores from DIL, as claim for damages for an alleged encroachment by DIL of land belonging to the Land Management Committee. The matter is presently pending before the Allahabad High Court, where a stay has been granted in favour of LMC.

Tax Matters

(a) The Assistant Commissioner, Excise, Noida by way of a show cause notice dated May 30, 2011 and June 20, 2012 had raised a demand against DIL for an amount aggregating to approximately ` 21.78 crores as duty on trading purpose due to packaging L.E. corrugated boxes to plastic crates. The matter is presently pending before the CESTAT.

7. Litigation Involving Visteon Climate Systems India Limited (“VCSL”)

Indirect Tax

1. VCSL has received a show cause cum demand notice from the Commissioner of Central Excise, New Delhi in relation to an alleged wrongful availing of CENVAT credit by VCSL on packing material for SPD shipment during the period August 2004 till May 2007. Consequently, an amount of approximately ` 0.06 crores has been demanded from VCSL. VCSL has filed an appeal against the said demand before the CESTAT. The matter is presently pending before the CESTAT.

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2. VCSL has received a show cause cum demand notice from the Office of the Commissioner of Service Tax, Delhi in relation to short payment of service tax on good transport agency by VCSL during the period January 2005 till September 2007. Consequently, a demand of approximately 0.02 crores was raised against VCSL. VCSL has filed an appeal against the said show cause notice before the CESTAT, Delhi, and a stay order has been granted by the CESTAT, Delhi in favour of VCSL. The matter is presently pending before the CESTAT, Delhi.

3. VCSL has received a show cause cum demand notice from the Office of the Commissioner of Service Tax, Jaipur in relation to wrongful availing of CENVAT credit on account of canteen, gardener, bus and driver hire services by VCSL during the periods January 2007 till February 2008 and November 2008 till May 2009. Consequently, a demand of approximately 0.16 crores was raised against VCSL. VCSL has filed an appeal against the said show cause notice and the matter is presently pending before the Commissioner, Appeals.

4. VCSL has received 2 show cause cum demand notices from the Office of the Commissioner of Service Tax in relation to service tax inputs on horticulture, canteen, gardener, bus and driver hire services during the periods April 2010 till September 2010 and October 2011 till March 2011. Consequently, demands of amounts collectively aggregating to approximately ` 0.2 crores were raised against VCSL. VCSL has filed replies to the said show cause notices and the matter is presently pending before the Deputy Commissioner of Central Excise, Bhiwadi and the Additional Commissioner, Jaipur.

5. VCSL has received a show cause cum demand notice from the Assistant Commissioner, Excise, Bhiwadi, under Section 4(A) of the Central Excise Act, 1944, demanding for payment of additional duty aggregating to an amount of approximately ` 0.28 crores on account of supply of goods to MSIL during the period January 2010 to February 2012. The matter is presently pending before the Assistant Commissioner, Excise, Bhiwadi.

6. VCSL has received a show cause cum demand notice from the Customs and Excise Department, in relation to a demand aggregating to an amount of ` 80,416 on account of wrongful classification of fan motors and aluminium tubes for purposes of payment of customs duty. The matter is presently pending before the CESTAT.

Direct Tax

1. An assessment order under Section 143(2) of the IT Act has been framed by the Income Tax Department against VCSL in relation to dis-allowance of foreign currency fluctuation losses during the financial year 2003-2004. Consequently, a demand for an amount aggregating to approximately ` 0.76 crores has been raised against VCSL. The matter is presently pending before the ITAT, Delhi.

2. An assessment order under Section 143(2) of the IT Act has been framed by the Income Tax Department against VCSL in relation to disallowance of differential excise duty, classifying stores and spares as capital assets and assessment of unabsorbed losses as nil, with respect to the income of VCSL during the period 2003-2004. Consequently, a demand for an amount aggregating to approximately ` 2.5 crores has been raised against VCSL. The matter is presently pending before the Commissioner of Income Tax (Appeals).

3. Two assessment orders under Section 143(2) of the IT Act have been framed by the Income Tax Department against VCSL in relation to disallowance of royalty expenses by treating the same to be of capital nature and disallowance of differential excise duty and depreciation of computers, with respect to the income of VCSL during the periods 2008-2009 and 2009-2010. Consequently, demands for an amount collectively aggregating to approximately ` 4.42 crores have been raised against VCSL. The matters are presently pending before the Commissioner of Income Tax (Appeals).

Civil

1. An inspection was carried out against VCSL in the year 2007 by the Department of Factories and Boilers, during the course of which certain non-compliances were found. Subsequently, the non-compliances found during the inspection were rectified and a report with respect to the same was submitted by VCSL to the concerned authorities. However, notice was served upon the officials of VCSL summoning them to appear before the Magistrate, and pay penalty amounting to ` 0.01 million. The matter is presently pending before the Alwar court, Rajasthan.

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2. Two former employees of VCSL were terminated on account of certain issues related to industrial relations at VCSL. The said employees have filed a petition before the Labour Court against the said termination and have claimed for relief of re-employment and loss of wages during the period of termination. The matter is presently pending before the Labour Court.

MATERIAL DEVELOPMENTS AFTER SEPTEMBER 30, 2012

Except as stated in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 300 of this Draft Letter of Offer, there have not arisen, since the date of the last financial statements disclosed in this Draft Letter of Offer, any circumstances which materially and adversely affect or are likely to affect our profitability taken as a whole or the value of our consolidated assets or our ability to pay our liabilities within the next 12 months.

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GOVERNMENT AND OTHER APPROVALS

We have received the necessary consents, licenses, permissions and approvals from the Government of India and various governmental agencies required for our present business. The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our Company to undertake its existing activities. Unless otherwise stated, these approvals are all valid as of the date of this Draft Letter of Offer. For further details in connection with the regulatory and legal framework within which we operate, see the section titled “Regulations and Policies” on page 114 of this Draft Letter of Offer. A. Approvals in relation to our Company’s incorporation

1. Certificate of incorporation dated December 10, 1984 granted to our Company by the RoC.

2. Fresh certificate of incorporation dated July 26, 1985 granted to our Company by the RoC consequent upon the change of name from Indian Auto Safety Glass Private Limited to Asahi India Safety Glass Private Limited.

3. Fresh certificate of incorporation dated February 7, 1986 granted to our Company by the RoC consequent upon the change of name from Asahi India Safety Glass Private Limited to Asahi India Safety Glass Limited.

4. Fresh certificate of incorporation dated September 26, 2002 granted to our Company by the RoC consequent upon the change of name from Asahi India Safety Glass Limited to Asahi India Glass Limited.

B. Approvals related to this Issue

1. In-principle approval from the NSE dated [●];

2. In-principle approval from the BSE dated [●];

3. The Board has, pursuant to its resolution dated October 10, 2012, authorised this Issue under Section 81(1) of the Companies Act;

C. Approvals pertaining to our business

We require various approvals and licenses for us to carry on our business across India. The approvals that we have obtained include the following:

I. Approvals in relation to foreign investment in the Company

1. The Ministry of Industry, Department of Industrial Development, Secretariat for Industrial Approvals (“Department”), had by way of its letter dated February 21, 1986, granted approval for foreign equity participation of upto 12% in the paid up capital of our Company subject to, inter alia, certain conditions.

2. Subsequently, the department, by way of its letters dated May 22, 1986 and July 12, 1995 granted approval for foreign equity participation upto 24%in our Company subject to fulfillment of certain conditions.

3. In terms of the extant FDI Policy, 100% foreign direct investment is permitted in the business and operations of the Company.

II. Taxation and other approvals

Our Company has been granted various registrations in respect to taxation and other approvals. The details of such registrations are set out below:

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1. Permanent account number: AADCA7706R, granted by the Income Tax Department, Government of

India;

2. Tax deduction and collection account number: DELA00705F, granted by the Income Tax Department, Government of India;

3. Tax deduction and collection account number: DELA1157B, granted by the Income Tax Department, Government of India for its corporate office expenses; and

4. Importer Exporter Code: 0588130311, granted by the Ministry of Commerce and Industry, Government of India.

III. Approvals relating to our Business III(A). Approvals obtained by different manufacturing units/ factories As on date of this Draft Letter of Offer, our Company has 6 glass manufacturing facilities located at Bawal, Chennai, Roorkee and Taloja, 1 sand processing plant located at Wakad and 3 automotive warehouse cum sub-assembly units located at Bengaluru, Halol and Pune. The approvals obtained in relation to such units are set out below: 1. Automotive Glass Plant, Bawal, Rewari, Haryana

Approvals Obtained:

S. No.

Description Authority Registration Number Date of Issue/Validity

Date of Expiry

1. Factory license Chief Inspector of Factories, Haryana, Chandigarh

MOH/A-241/3938 330

November 20, 2009

December 31, 2013

2. Local sales tax registration, Tempering unit

Assessing Authority, Rewari, Haryana

06942702343 December 28, 2005 w.e.f April 1, 2003

Valid until cancelled




Valid until cancelled*









6. Local sales tax registration, Laminating unit



Valid until cancelled#

7. Central sales tax registration, Tempering unit


MOH/CST/5096/6934/ 2343 November 15, 1985




RWR/CST/3574 March 22, 1995 Valid until cancelled*



RWR/CST/3883 July 2, 1997 w.e.f February 5, 1997




RWR/CST/4274 September 30, 1999 w.e.f August 2, 1999


11. Central sales tax registration, Laminating


RWR/CST/3668 March 19, 1996 Valid until cancelled#

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S. No.


Date of Expiry

unit 12. Service tax

registration Superintendent Service Tax (Range-II), Gurgaon

AADCA7706RST001 April 15, 2009 Valid until cancelled

13. Central excise registration

Assistant Commissioner of Central Excise, Rewari, Haryana

AADCA7706RXM001 November 29, 2007


14. Central excise registration (Depot)

Assistant Commissioner of Central Excise, Rewari, Haryana

AADCA7706RXD002 November 16, 2007


15. Tax deduction and collection account number

Income Tax Department, Government of India

DELA00705F February 20,2010**


16. Registration under ESI Act

Regional Director, Employees State Insurance Corporation, Panchadeep Bhavan, Faridabad

Code No.: 69000310010000404

December 8, 2000 w.e.f. December 1, 2000


17. Registration under EPF Act

Assistant Provident Fund Commissioner, Office of the Regional Provident Fund Commissioner, Haryana

Code No.HR5435 March, 14 1992 Valid until cancelled

18. Contract labour registration

Labour Commissioner Haryana & Registering Officer, Haryana, Chandigarh

ALC / GGN / No. 374 / 4708

December 1, 2010


19. Consent for emission of air under section 21 and 22 of the Air Act.

Scientist ‘C’-I(HQ), Haryana State Pollution Control Board

HSPCB/Air Consent/2003/460 December 18, 2009 w.e.f April 1, 2009

March 31, 2014

20. Consent for discharge of effluent under section 25/26 of the Water Act

Scientist ‘C’-I(HQ), Haryana State Pollution Control Board

HSPCB/Water Consent/458 December 18, 2009 w.e.f April 1, 2009

March 31, 2014

21. No objection certificate – Fire

Fire Station Officer, Haryana Fire & Emergency Services, Rewari

FSR – 15 January 1, 2013 w.e.f. December 27, 2012

December 26, 2013

22. Weights & measures

District Inspector Legal Metrology, Rewari

Book No. 2833 October 4, 2012 October 3, 2013

* Our Company has made an application dated March 29, 2012 for cancellation of the aforesaid registrations. # Our Company has made an application dated March 29,2010 for cancellation of the aforesaid registrations. ** Duplicate issued by the Income Tax Department.

2. Automotive and Architectural Glass Plant, Chennai, Tamil Nadu

Approvals Obtained:

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S. No.


Date of Expiry

1. Local sales tax registration Commercial Tax Officer, Sriperumbudur Assessment Circle, Varadharajapuram, Tamil Nadu

33601661420 January 10, 2007 w.e.f January 1, 2007


2. Central sales tax registration

Deputy Commercial Tax Officer, Tamil Nadu

694902/7.8.98 August 12, 1998 w.e.f August 7, 1998


3. Service tax registration Service Tax Superintendent, Tamil Nadu

AADCA7706RSD017 February 6, 201210


4. Central excise registration Deputy Commissioner of Central Excise, Poonamallee Division, Chennai

AADCA7706RXM004 May 25, 2004 Valid until cancelled

5. Central excise registration (Depot)

Deputy Commissioner of Central Excise, Poonamallee Division, Chennai

AADCA7706RED014 November 26, 2012






7. Registration under Tamil Nadu Urban Local Bodies Tax on Profession, Trades, Calling and Employment Rules, 1998

- - November 3, 2012#


8. Registration under ESI Act Regional Office Tamil Nadu, ESI Corporation

Code No.: 51000835150000404

September 13, 2005



Assistant Provident Fund Commissioner, office of RPFC, Chennai

Code No.: TN65594

December 22, 2004 w.e.f. August 5, 2004



Deputy Chief Inspector of Factories, Kancheepuram, Chennai

R. Dis. (E) 3510 / 2012 September 13, 2012


11. Consent for emission of air under section 21/ 22 of the Air Act

District Environment Engineer, Tamil Nadu Pollution Control Board

F.SPR0101/OL/DEE/ TNPCB/SPR/A/2012

May 25, 2012 March 31, 2014

12. Consent for discharge of effluent under section 25/26 of the Water Act

District Environment Engineer, Tamil Nadu Pollution Control Board

F.SPR0101/OL/DEE/ TNPCB/SPR/W/2012

May 25, 2012 March 31, 2014

13. Authorization for operating a facility for

Tamil Nadu Pollution Control

T16/TNPCB/5974/HWM/ KPM/08

March 10, 2008

March 9, 2013

10 Our Company was originally allotted the following service tax number AADCA7706AST001. However, the same was

amended and the present service tax number was allotted on February 6, 2012.

365

S. No.


Date of Expiry

collection/storage/transport and disposal of hazardous waste under Rule 3(c) and 5(c) Hazardous Waste Rules

Board Authorization Code: 3169

** Duplicate issued by the Income Tax Department. # Our Company has by way of its letter dated November 3, 2012 submitted the professional tax applicable under Section 138-B of the Tamil Nadu Municipal Laws Act, 1988 for the half year period ending from April 2012- September 2012. Approvals applied for: (i) Our Company has made an application through a letter dated October 31, 2012 before the Deputy Chief

Inspector of Factories, Chennai, seeking renewal of the factory license for the year 2013. The application is presently pending.

3. Integrated Glass Plant, Roorkee, Uttarakhand

3A Auto Glass Plant, Roorkee Approvals Obtained:

S. No.


Date of Expiry

1. Local Sales Tax registration

Assistant Commissioner of Commercial Tax

05004224278 January 1, 2005 Valid until cancelled

2. Central Sales Tax Registration

Assistant Commissioner Sales Tax

RK5082898 February 9, 2005 Valid until cancelled

3. Service tax registration

Assistant Commissionner, Central Excise Division-Dehradun., Uttrakhand

AADCA7706RST008

August 27, 2007 Valid until cancelled

4. Central Excise registration

Assistant Commissioner of Customs and Excise, Dehradun

AADCA7706RXM009 January 11, 2007 Valid until cancelled



DELA00705F February 20, 2010



Assistant Provident Fund Commissioner, Employee Provident Fund Organization, Dehradun, Uttrakhand

Code No.: UA/33936 January 17, 2007, w.e.f. November 17, 2006



Registering Officer, Regional Deputy Labour Commissioner, Dehradun

219/DCL/07 March 15, 2007 Valid until cancelled

** Duplicate issued by the Income Tax Department.

Approvals applied for:

366

(i) Our Company has made an application through a letter dated October 23, 2012 before the Chief

Inspector/Deputy Director of Factories, Labour Welfare Department, Uttarakhand, seeking renewal of the factory license for the year 2013. The application is presently pending; and

(ii) Our Company has made an application through a letter dated October 8, 2012 before the Regional Officer, Uttarakhand Environment Protection and Control Board seeking consent and authorization for disposal of hazardous wastes under Air Act, Water Act and Hazardous Waste Rules for a period of 3 years i.e. 2011-14. The application is presently pending.

3B Float Glass Plant, Roorkee

Approvals Obtained:

S. No.


Date of Expiry


Assistant Commissioner of Commercial Tax

05004224278 January 1, 2005 Valid until cancelled

2. Central Sales Tax Registration

Assistant Commissioner Sales Tax

RK5082898 February 9, 2005 Valid until cancelled

3. Service Tax registration

Central Excise Officer, Department of Revenue, Roorkee, Uttrakhand

AADCA7706RST005

February 27, 2008



Deputy Commissioner of Central Excise, Dehradun

AADCA7706RXM007 July 6, 2005 Valid until cancelled

5. Central Excise registration (Depot)

Assistant Commissioner of Central Excise, Dehradun

AADCA7706RXD003 September 18, 2006




MRTA02581F February 22, 2007



Assistant Provident Fund Commissioner for Regional Provident Fund Commissioner

Code No. 33881

November 2, 2006 w.e.f October 1, 2006


8. Contract Labour Registration

Registering Officer, Regional Deputy Labour Commissioner, Dehradun

148/DCL/06

April 7, 2006 Valid until cancelled

9. Consolidated consent to operate and authorization under Section 25 of the Water Act, Section 21 of the Air Act and Rule 5 of Hazardous Waste Rules (Reflective division)

Scientific Officer, Uttarakhand Environment Protection and Pollution Control Board, Dehradun

UEPPCB/HO/Con-A-98 / 2012/1390 Consent No. 32054/ 570

September 29, 2012 w.e.f May 30, 2012

March 31, 2013

367

S. No.


Date of Expiry

10. Consolidated consent to operate and authorization under Section 25 of the Water Act, Section 21 of the Air Act and Rule 5 of Hazardous Waste Rules (Mirror division)

Scientific Officer, Uttarakhand Environment Protection and Pollution Control Board, Dehradun

UEPPCB/HO/Con-A-99 / 2012/1348 Consent No. 32053/ 530

September 24, 2012 w.e.f May 30, 2012

March 31, 2013

11. Consent to establish under Water Act, Air Act and Environment Act, 1986

Member Secretary, Uttarakhand Environment Protection and Pollution Control Board

Order No. 32104

August 31, 2012 August 30, 2013

12. Consent to operate and authorization under Section 25 of the Water Act, Section 21 of the Air Act and Rule 5 of Hazardous Waste Rules (Float glass)


UEPPCB/HO/Consent/A-40/2012/758 Consent No. 31463/786

July 9, 2012 w.e.f March 29, 2012

March 31, 2013

13. Authorization under Rule 5 of Hazardous Waste Rules 2008 (float glass)


UEPPCB/HO/HAZ-/12/952

July 9, 2012 March 31, 2013

14. No objection certificate – Fire

Chief Fire Officer, Haridwar

N/A March 26, 2012 March 25, 2013

Approvals applied for: (i) Our Company has made an application through a letter dated October 15, 2012 before the Chief

Inspector of Factories, Haldwani, Uttarakhand, seeking renewal of the factory license for the year 2013. The application is presently pending; and

(ii) Assistant Electricity Inspector, Electricity Department, Government of Uttar Pradesh has by way of its

letter dated January 3, 2013 directing the Company to pay requisite advance fees for conduct of inspection of DG Sets.

4. Taloja, Maharashtra

4A Architecture and Automotive Glass Plant, Taloja Approvals Obtained:

S. No.


Date of Expiry


Registration Officer, Sales Tax Department, Maharashtra.

27710000188V April 1, 2006 Valid until cancelled

368

S. No.


Date of Expiry

2. Central Sales Tax registration


27710000188C April 1, 2006 Valid until cancelled


Superintendent, Service Tax-V, Mumbai

AADCA7706RST009 November 18, 2009



Deputy Commissioner. of Central Excise, Taloja, Maharashtra

AADCA7706RXM006 July 26, 2004 Valid until cancelled

5. Registration under Maharashtra Sales Tax on Professions, Trades, Callings and Employment Act, 1975

Professional Tax Officer, Navi Mumbai

PT/R-1/3/2/5021 December 3, 2005




DELA00705F February 20, 2010



Assistant Director, Sub- Regional Office, Thane

Code No.: 34000268010000404

October 21, 2011 Valid until cancelled


Regional Provident Fund Commissioner, Maharashtra

Code No. MH /VASHI/116321

August 26, 2005 w.e.f March 1, 2005


9. Consent to operate and authorization under Section 25 of the Water Act, Section 21 of the Air Act and Rule 5 of Hazardous Waste Rules

Joint Director(Air Pollution Control), Maharastra

BO/JD(APC)/EIC No NM – 2690-11/R/CC-201

February 9, 2012 September 30, 2013

10. Disposal of bio-medical waste

Mumbai Waste Management Limited

MWM-BMW- PAN 1462 March 19, 2012 March 31, 2013

11. Provisional no-objection certificate – Fire

Divisional Fire Officer, MIDC, Mumbai

MIDC/Fire Department/2582 November 6, 2012

May 5, 2013


Approvals Applied for: (i) Our Company has made an application through its letter dated December 30, 2011 before the Assistant

Commissioner of Labour, Government of Maharashtra seeking the amendment of the registration certificate for the year 2012. The application is presently pending; and

(ii) Our Company has made an application through a letter dated October 31, 2012 before the Joint Director, Industrial Safety and Health, Belapur, Navi Mumbai, seeking renewal of the factory license for the year 2013. The application is presently pending.

4B. Float Glass Plant, Taloja

Approvals Obtained:

369

S. No.


Date of Expiry

1. Factory license Director, Industrial Safety and Health, Maharashtra

Raigadh – 2(m)(i)— 32-321

November 7, 2012

December 31, 2016


Assistant Director, Taloja, Maharashtra






Superintendent Service Tax, Service Tax Commissionerate, Mumbai

AADCA7706RST002 December 11, 2007



Deputy Commissioner of Central Excise, Taloja

AADCA7706RXM002 August 19, 2003 Valid until cancelled

6. Central Excise registration (Depot)

Deputy Commissioner of Central Excise, Taloja

AADCA7706RXD001 August 19, 2003 Valid until cancelled



MUMA18954F - Valid until cancelled

8. Registration under Maharashtra Sales Tax on Professions, Trades, Callings and Employment Act, 1975

Professional Tax Officer, Registration Branch, Mumbai

2771000088P - Valid until cancelled


Assistant Director, Sub- Regional Office, Thane

Code No.: 34000164130000404

June 7, 2011 Valid from April 1, 2011



Regional Provident Fund Commissioner

Code No: MH/96533 March 31, 1998 w.e.f September 30, 1997



Assistant Commissioner of Labour, Raigad District

ACL\Raigad\CLA\R-16/92 January 19, 2012 Valid until cancelled

12. Registration of trade union

11

Deputy Registrar of Trade Unions, Maharashtra State, Bombay

DNE – 519 November 22, 1995


13. Weights & measures (non diligent make electronic weigh bridge)

Inspector, Legal Metrology

MH – 441

January 8, 2013 January 8, 2014

14. Weights & measures (cast iron weights for capacity of


MH – 441 July 16, 2011 July 16, 2013

11 This union was registered under the erstwhile name of Float Glass.

370

S. No.


Date of Expiry

20 kg) 15. Weights &

measures (furnace oil tank, kerosene oil and LPG tank)

Inspector Legal Metrology Storage Tank, Division, Kokan Bhavan

MH – 399 November 28, 2011

November 28, 2016

Approvals Applied for: (i) Our Company has made an application dated October 22, 2012 before the Maharashtra Pollution

Control Board, seeking renewal for ‘consent to operate’ for its existing unit under Air Act, Water Act, and Hazardous Waste (Management, Handling and Trans-boundary Movement) Rules, 2008. The application is presently pending; and

(ii) The Provisional Fire Officer, Maharashtra Industrial Development Corporation (MIDC), Mumbai had

by way of its letter (bearing no. MIDC/FIRE/535) dated March 12, 2011 granted our Company a provisional no objection certificate (“Provisional NOC”) for proposed construction of plant on plot no.T-7 situated at MIDC, Taloja Industrial Area. The said certificate was valid for a period one year from the date of its issue i.e. March 12, 2011. Consequently, our Company had made an application dated October 10, 2012 before the Chief Fire Officer & F.A. MIDC for grant of final no objection certificate in respect of the aforesaid project. The application is presently pending.

5. Silica Sand Processing Plant, Wakad

Approvals Obtained:

S. No.


Date of Expiry

1. Registry of Industrial Unit

The Joint Director, Industrial Safety & Health, Kohlapur

Ratna/S-2(m)(1) 32-329-9/28-96 October 14, 1996


2. Local Sales tax registration







Superintendent Service Tax, Central Excise, Ratnagiri Division

RTN/375/2004-05 January 27, 2005 Valid until cancelled


Assistant Commissioner of Central Excise and Customs

GTO/PUNE (II) 036 (03) STC/FIL

April 6, 1998 Valid until cancelled



MUMA18954F - Valid until cancelled


Regional Provident Fund Commissioner

Code No: MH/96533 March 31, 1998 w.e.f September 30, 1997


8. Registration under Maharashtra Sales Tax on Professions, Trades, Callings

Professional Tax Officer, Registration Branch, Mumbai

2771000088P - Valid until cancelled

371

S. No.


Date of Expiry

and Employment Act, 1975

9. Consolidated consent to operate and authorization under Section 25 of the Water Act, Section 21 of the Air Act and Rule 5 of Hazardous Waste Rules

Joint Director, Air Pollution Control, Maharahtra Pollution Control Board

BO/APAE/EIC No. KP-5705-10/ O/CC-600

November 3, 2012

November 30, 2014


Registering & Licensing Authority, Ratnagiri

ACL/RTN/CLA/R-57/04 D.30/05/2004

January 15, 2013 Valid until cancelled

Approvals applied for: (i) Our Company has made an application through a letter dated October 30, 2012 before the Joint

Director, Industrial Safety and Health, Kolhapur, Maharashtra, seeking renewal of the factory license for a period of 5 years beginning from January, 2013. The application is presently pending.

6. Automotive Warehouse Cum Assembly Unit, Bengaluru

Approvals Obtained:

S. No.


Date of Expiry


Commercial Tax Officer, Karnataka

29320303640 November 17, 2011 w.e.f April 1, 2005



Commercial Tax Officer, Karnataka

29320303640 November 17, 2011 w.e.f April 1, 2005



Central Excise Officer, Department Of Revenue, Bangalore

AADCA7706RST006 July 29, 2007, amended number issued on November 4,2010



Deputy Commissioner of Central Excise, Bengaluru

AADCA7706REM011 February 11, 2010







Joint Director, Employee State Insurance Corporation, Bengaluru

Code No.: 53 -00-028359-000-0910

December 30, 2012 w.e.f. from November 1, 2010



Assistant Provident Fund Commissioner, office of RPFC, Chennai

Code No.: TN65594

December 22, 2004 w.e.f. August 5, 2004


8. Registration under the Karnataka Tax

Department of Commercial Tax, Karnataka

Code no.: P00607808 May 12, 2008 w.e.f. April 1, 2007


372

S. No.


Date of Expiry

on Professions, Trades, Callings and Employment Act, 1976


Assistant Labour Commissioner &Registering Officer, Bengaluru

ALCBH/CLA/ P-55/ 2009-10 July 6, 2009 Valid until cancelled

10. Consent for discharge of effluent under Section 25/26 of the Water Act

Environmental Officer, Regional Office, Ramanagar

17/KSPCB/RO-R- NGR/EO/AEO/LG/2010-11/626

December 31, 2010 w.e.f. from January 1, 2011

December 31, 2020

11. Authorization for handling Hazardous Waste under Rule 5(4) of Hazardous Waste (Management, Handling and Trans-boundary Movement) Rules, 2008

Senior Environmental Officer, “ParisaraBhavana”, Bengaluru

Amended Certificate PCB/HWM/SEO/HD/2012-13/898

November 21, 2012 w.e.f. April 29, 2012

December 31, 2015


Approvals applied for: (i) Our Company has made an application through a letter dated October 30, 2012 before the Deputy

Director of Factories, Bengaluru, Tamil Nadu seeking renewal of the factory license for the year 2013. The application is presently pending.

7. Automotive Assembly Unit, Halol

Approvals Obtained:

S. No.

Description Authority Registration Number Date of Issue/Validity Date of Expiry


Commercial Tax Department, Gujarat

24171101313 May 23, 2006 Valid until cancelled


Commercial Tax, Gujarat

24671101313 January 8, 2007 w.e.f May 23, 2006



Superintendent of Central Excise and Customs Service Tax Cell, Halol

AADCA7706RST007 August 21, 2007 Valid until cancelled


Assistant Commissioner of Central Excise and Customs, Halol

AADCA7706RXM008 September 12, 2006 Valid until cancelled


Assistant Provident Fund Commissioner, Office of the Regional Provident Fund Commissioner, Haryana

Code No.: HR5435 March, 14 1992 Valid until cancelled

373



DELA00705F February 20,2010** Valid until cancelled

7. Registration under the Gujarat Tax on Professions, Trades, Callings and Employment Act, 1976

Additional Commercial Commissioner, Panchmahal, Godhra

1711000611 June 23, 2006 Valid until cancelled


Approvals applied for: (i) Our Company has made an application through a letter dated March 28, 2012 before the Assistant

Director, Industrial Safety and Health Department, Godhra for renewal of factory license for the year 2012. A certificate of registration in respect of the same was issued, however, with the name of our Company being incorrect. The said certificate was surrendered along with an application for rectification, and the same is presently pending. Further, our Company is in the process of making an application for renewal of factory license for the year 2013.

8. Automotive Assembly Unit, Pune

Approvals Obtained:

S. No.


Date of Expiry








Central Excise Officer, Pune

AADCA7706RSD018 October 19, 2011 Valid until cancelled

4. Service Tax registration -ThathawadePhata

Superintendent Service Tax, Central Excise Commissionerate, Pune -1

AADCA7706RST013 April 20, 2009 Valid until cancelled


Deputy Commissioner of Central Excise, Pune

AADCA7706REM012 June 30, 2011 Valid until cancelled

6. Central Excise registration - ThathawadePhata

Deputy Commissioner of Central Excise, Pune

AADCA7706RXM010 October 26, 2007 Valid until cancelled



DELA00705F February 20,2010** Valid until cancelled


Regional Director, Employees State Insurance Corporation, Panchadeep Bhavan, Faridabad

Code No.: 69000310010000404

December 8, 2000 w.e.f. December 1, 2000



Assistant Provident Fund

Code No.: HR5435 March, 14 1992 Valid until cancelled

374

S. No.


Date of Expiry

Commissioner, Office of the Regional Provident Fund Commissioner, Haryana

** Duplicate issued by the Income Tax Department. Approvals applied for: (i) Our Company has made an application through a letter dated December 19, 2012 before the Additional

Director, Industrial Safety and Health Department, Pune for approval of factory building plan and machine layout. The application is presently pending.

IIIB. Approvals obtained by different offices

Further, our Company has obtained the following registrations for its registered office located at New Delhi, corporate office located at Gurgaon and office located at Vashi, Navi Mumbai.

S. No.

Description Authority Registration Number Date of Issue Date of Expiry

1. Local Sales Tax registration for office premises at Vashi, Navi Mumbai12

Registration Officer, Sales Tax Department, Maharashtra


2. Service Tax registration for Registered Office

Superintendent Service Tax, Delhi

AADCA7706RSD015 February 19, 2011 Valid until cancelled

3. Service Tax registration for Corporate Office

Superintendent Service Tax (Range-II), Gurgaon

AADCA7706RSD019 December 22, 2011 Valid until cancelled

4. Service Tax registration for office premises at Bandra Kurla Complex, Mumbai13

Superintendent Service Tax-I, Dn-III, Mumbai

AADCA7706RSD020 December 26, 2011 Valid until cancelled

5. Service Tax registration for office premises at Vashi, Navi Mumbai,

Superintendent Service Tax Division V, Mumbai

AADCA7706RSD022 November 27, 2012. Valid until cancelled

6. Service Tax registration for Corporate Sales Office, Delhi

Superintendent, Service Tax, Range-IV, New Delhi

DLI/ST/ISD/AIGL/84/05 November 28, 2005 Valid until cancelled

7. Service Tax registration for Float glass, North zone

Central Excise Officer, New Delhi

AADCA7706RST011 August 29, 2008, amended certificate issued on January 6, 2012.


8. Registration under Shops and

Inspector, Shops and Establishments

PSA/REG/GGN/LI-GGN-1-3/0020036

May 8, 2010 March 31, 2013

12 The Company has made an application dated August 8, 2012 before the Sales Tax Department informing the

department about the change of address from Bandra Kurla Complex to Vashi, Navi Mumbai. 13 The Company has vacated the said premises and is in the process of surrendering the registration.

375

S. No.


Establishments Act, for corporate office at Gurgaon

IIIC. Approvals obtained by our Subsidiaries

The approvals obtained by our subsidiaries in relation to their manufacturing units/factories/offices are set out below:

(A) AIS Glass Solutions Limited 1. Faridabad Plant

Approvals obtained:

S. No.


Date of Expiry


Assessing Authority, Haryana

06032706093V July 13, 2011 w.e.f. March 6, 2006




06032706093C July 13, 2011 w.e.f. March 6, 2006



Superintendent, Service Tax, Faridabad

AAECA8434DSD003 February 25, 2011



Asst. Commissioner of Central Excise, Faridabad

AAECA8434DEM002 January 24, 2011 Valid until cancelled



DELA14870C - Valid until cancelled


Regional Director, Employee State Insurance Corporation, Faridabad

13-00-070374-000-0699

May 3, 2011 January 19, 2011



Assistant Provident Fund Commissioner, Employees’ Provident Fund Organization, Faridabad

Code no.: HR/14844

July 11, 2011 w.e.f from April 1, 2011


8. Exemption from obtaining consent to establish/NOC from Haryana State Pollution Control Board

Regional Officer, Ballabgarh Region, Haryana State Pollution Control Board

HSPCB/BR/2012/3985 January 20, 2012

9. Weights & measures


Book No. 1580 S. No. 0081

February 13, 2012

February 12, 2013

10. Permission to run diesel generators

Executive Engineer, Electrical Inspectorate, Haryana

3024 August 9, 2012 August 8, 2013

376

Approvals applied for: (i) Our Company has made an application through a letter dated November 30, 2012 before the Chief

Inspector of Factories, Haryana for approval of factory license for the year 2013. The application is presently pending; and

(ii) Our Company has made an application through a letter dated January 11, 2013 before the Assistant Divisional, Fire Brigade Officer seeking renewal of no objection certificate.

2. Architecture Glass Plant, Roorkee

Approvals obtained:

S. No.


Date of Expiry


Superintendent, Customs & Central Excise, Roorkee

610/ST/GTA/RKE/07 August 14, 2007 Valid until cancelled


Asst. Commissioner of Central Excise, Dehradun

AAECA8434DXM001 August 24, 2007 Valid until cancelled



DELA14870C - Valid until cancelled


Regional Office Employees Provident Fund Organization, Dehradun

Code No.: UA 34140 August 7, 2007 w.e.f August 1, 2007


5. Contract Labour

Registering Officer & Regional Deputy Labour Commissioner, Dehradun

268/DCL/07

August 6, 2007 Valid until cancelled

Approvals applied for: (i) Our Company has made an application through a letter dated October 23, 2012 before the Chief

Inspector/Deputy Director of Factories, Labour Welfare Department, Uttarakhand, seeking renewal of the factory license for the year 2013. The application is presently pending; and

(ii) Our Company has made an application through its letter dated October 8, 2012 before the Regional Officer, Uttrakhand Environment Protection and Control Board seeking consent and authorization for disposal for hazardous wastes under Air Act, Water Act and Hazardous Waste Rules for a period of 3 years i.e. 2011-14. The application is presently pending.

3. Offices

Approvals obtained:

S. No.


1. Local Sales Tax registration, for office located at Ghaziabad, Uttar Pradesh

Registering Authority, Department of Commercial Taxes, Government of Uttar Pradesh

09388819315 September 27, 2011


377

S. No.


2. Local Sales Tax registration for office located at Delhi

VAT Authority, Department of Value Added Tax, Government of Delhi

07520363839 August 24, 2009 w.e.f. August 06, 2009


3. Local Sales Tax registration for Sales Office located at Taloja, Maharashtra

Registering Officer, Sales Tax Department, Government of Maharashtra


4. Central Sales Tax registration for office located at Ghaziabad, Uttar Pradesh

Registering Authority, Department of Commercial Taxes, Government of Uttar Pradesh

09388819315 September 27, 2011


5. Central Sales Tax registration for Sales Office located at New Delhi

VAT Officer, New Delhi 07520363839 August 24, 2009 w.e.f. August 06, 2009


6. Central Sales Tax registration for Sales Office located at Taloja, Maharashtra

Registering Officer, Sales Tax Department


7. Service Tax registration for office located at New Delhi

Superintendent, Service Tax, New Delhi

DL-II/ST/GTS/R-19/ 1276/05

July 06, 2005 Valid until cancelled


Superintendent, Service Tax, New Delhi

AAECA8343DSD004 February 17, 2011 Valid until cancelled

9. Registration under EPF Act for office located at New Delhi

Office of Provident Fund Commissioner, Employee Provident Organization, New Delhi

Code No.: DL/29922

September 01, 2004

Valid until Cancelled.

(B) GX Glass Sales & Services Limited

Approvals obtained:

S. No.


Date of Expiry

1. Registration under Delhi Shops and Establishment Act, 1954

Department of Labour

2010019117 July 17, 2010 -

2. Local Sales Tax registration for Sales Office, Noida

Commercial Tax Officer, Uttar Pradesh

09965711340 February 3, 2011 w.e.f. January 31, 2011


3. Local Sales Tax registration for

Commercial Tax Officer, Haryana

06861830648 July16 2010 w.e.f. June 22,


378

S. No.


Date of Expiry

Head Office, Gurgaon

2010

4. Local Sales Tax registration Sales Office and Godown, Delhi

Commercial Tax Officer, New Delhi

07020380798 July 16, 2010 w.e.f. June 28, 2010


5. Local Sales Tax registration for Sales Office, Jaipur

Commercial Tax Officer, Jaipur

08284750246 August 19, 2010 Valid until cancelled

6. Central Sales Tax registration for office located at New Delhi

Central Registration Branch, Central Sales Tax

07020380798 July 16, 2010 w.e.f. June 28, 2010


7. Central Sales Tax registration for office located at Jaipur, Rajasthan

Commercial Taxes Officer, Divisional Kar Bhavan, Jaipur

08284750246 (Central) August 19, 2010 Valid until cancelled


Central Excise Officer, New Delhi

AADCG7792FSD001 July 2, 2010 Valid until cancelled



DELG12666D - Valid until cancelled

10. Registration under ESI Act for head office located at Gurgaon

Regional Director Regional Office, Employee State Insurance Corporation, Faridabad

Code No.: 13-48860-0910 August 5, 2010 w.e.f July 1, 2010

Valid until cancelled.

11. Registration under EPF Act for head office located at Gurgaon

Regional Provident Fund Commissioner, Office of the Regional Provident Fund Commissioner, Haryana

Comp./Cov/HR/GGN./31011/701 August 9, 2010 w.e.f July 1, 2010


Approvals applied for:

(i) Our Company has made an application on January 11, 2013 for the registration of the regional office of

GX Sales and services Limited in Gurgaon under the Punjab Shops and Establishments Act, 1958 The application is presently pending.

(C) Integrated Glass Materials Limited

Approvals obtained:

S. No.


Date of Expiry

1. Registration Certificate under the Rajasthan

Mines and Geology Department, Government of

KRL-1/09 April 8, 2009 -

379

S. No.


Date of Expiry

Minerals (Prevention of illegal mines transportation storage) Rules, 2007

Rajasthan

2. Consent to operate under Section 25 of the Water Act and Section 21 of the Air Act

Rajasthan State Pollution Control Board

F(Mines)/Karoli(Karoli)/86(1)/2011-2012/5856-5860

November 24, 2011 w.e.f. September 1, 2011

August 31, 2014

3. Local Sales Tax registration for Khirkhira Mines located at Rajasthan

Commercial Taxes Officer, Divisional Kar Bhavan, Jaipur

08861613044 March 24, 2009 w.e.f. March 06, 2009


4. Local Sales Tax registration for glass plant located at Roorkee, Uttarakhand

Assistant Commissioner, Department of Commercial Tax, Government of Uttrakhand

05009336469 November 12, 2009 w.e.f. October 5, 2009


5. Central Sales Tax registration for Khirkhira Mines located at Rajasthan

Commercial Taxes Officer, Divisonal Kar Bhavan, Jaipur

08861613044 (Central) March 24, 2009 w.e.f. March 23, 2009


6. Central Sales Tax registration for glass plant located at Roorkee, Uttarakhand

Assistant Commissioner, Department of Commercial Tax, Government of Uttrakhand

05009336469 November 12, 2009 w.e.f. October 5, 2009




DELI07479D - Valid until cancelled

8. Registration under EPF Act for glass plant located at Roorkee, Uttarakhand

EPFO, Regional Office, Dehradun

Code No.: UK 36382 December 13, 2010 w.e.f. October 4, 2010


IV. Approvals relating to intellectual property

Our Company and its Subsidiaries have certain trade names and marks which are registered with the Trademarks Registry, GOI, and also are in various stages of registration. Details of trade names and marks owned by our Company and its Subsidiaries and those in different stages of registration, are set out below.

A. Registered

Our Company and its subsidiaries have been granted certificates of registration for the following names and marks by the Trademarks Registry, GoI, under the fourth schedule of the Trademarks Rules, 2002:

1. Our Company

380

S. No

Name of the Mark Class Registration /Certificate No.

Date of Issue Expiry Date

1. “AIS” (word) 12

610241

October 22, 1993 w.e.f April 29, 2008

October 22, 2017

2. “AIS” (word) 21 447509

December 30, 1985 w.e.f July 22, 2008

December 30, 2016

3. “AIS” (logo) 16,19,20 1305075, 1305076, 1305077

August 26, 2004

August 26, 2014

4. “Asahi India Label” (Hindi) 21 1257826 December 29, 2003

December 29, 2013

5. “LAMISAFE-LT”

12

610237

October 22, 1993 w.e.f. April 29,2008

October 22, 2017

6. “LAMISAFE-LT” 21 610240 October 22, 1993 October 22, 2017

7. “TEMPERLITE-LT”

12 610239


October 22, 2017

8. “TEMPERLITE-LT”

21

447507

December 30, 1985

December 30, 2016

9. “ZONELITE- LT”

12

610238


October 22, 2017

10. “ZONELITE- LT”

21 447508

December 30, 1985 w.e.f July 20, 2007

December 30, 2016

11. “HEATLITE-LT”

12 610236


October 22, 2017

12. “HEATLITE-LT”

21 596060

May 3, 1993 w.e.f April 29, 2008

May 3, 2017

13. “STRONGLAS” (word)

12,16,19,20,21

1278050, 1278051, 1278049, 1278052, 127805

April 12, 2004

April 12, 2014

14. “FGI”

12

691077

December 19, 1995 w.e.f February 14, 2006

December 19, 2015

15. “FGI” (device)

16

691078

December 19, 1995 w.e.f January 21, 2006

December 19, 2015

16. “AIS Décor” (word)

20

1890576

December 2, 2009

December 2, 2019

17. “AIS Supersilver” (word)

20

1744586

October 17, 2008

October 17, 2018

18. “AIS Krystal” with device

19

1744595

October 17, 2008 October 17, 2018

19. “ECOSENS” (word)

19

2077507

December 30, 2010

December 30, 2020

20. “GX GLASXPERTS” with device

19

1976461

June 2, 2010 received on June

June 8, 2020

381

S. No

Name of the Mark Class Registration /Certificate No.


8, 2010

21. “Ecosense” in colour along with tag line (the green standard in glass)

19,20,21 2108969, 2108970, 2108971

December 22, 2012 w.e.f. March 3, 2011

March 2, 2021


S. No

Name Of the Mark Class Registration /Certificate No.


1. “TOUGHGLAS”

12,16,19,20,21

1337101, 1337102, 1337103, 1337104, 1337105

February 8, 2005

February 8, 2015

2. “AIS Security Glass” with device

20

1386919

September 23, 2005

September 23, 2015

3. “AIS Acoustic Glass”

20

1386920

September 23, 2005

September 23, 2015

4. “AIS Acoustic Glass” with device

19

1386921

September 23, 2005

September 29, 2015

B. Registered (Certificate Awaited)

Set out below are details of trade marks and names owned by our Company, which have been registered with the Trademarks Registry, GOI, under the fourth schedule of the Trademarks Rules, 2002, but receipt of certificates of registration for the same from the Trademarks Registry are awaited.

1. Our Company

S. No

Name Of the Mark Class Registration No. Date of Application

1. “AIS Décor LACQUERED GLASS”

21,20,19

1892377, 1892376, 1892375

December 5, 2009

2. “AIS Décor” (word)

21,19

1890574, 1890575

December 1, 2009

3. “AIS Décor” (device)

20,19

1890571, 1890572

December 1, 2009


20

1744596

October 17, 2008

5. “AIS Krystal FROSTED GLASS”

19

1744598

October 17, 2008

6. “AIS Supersilver” (device)

19

1744588

October 17, 2008

7. “AIS Mirror” with device

20

1744601

October 17, 2008

8. “AIS Opal” with device

20,21,19

1744593, 1744594, 1744592

October 17, 2008

C. Pending/Renewal

Set out below are details of applications made by our Company and Subsidiaries with the Trademarks Registry, GOI for registration of trade marks and names under the fourth schedule of the Trademarks Rules, 2002, for which the registrations are pending.

1. Our Company

382

S. No

Name Of the Mark Class Application No. Date of Application

1. “SEE MORE”

12,40 2252512, 2252521

December 17, 2011

2. “SEE MORE” (logo)

16,17,19,20,21,35,36,37 2252513, 2252514, 2252515, 2252516, 2252517, 2252518, 2252519, 2252520

December 17, 2011

3. “LIVING GLASS”

12,16,17,19,20,21,35,36,37,40 2239943, 2239944, 2239945, 2239946, 2239947, 2239948, 2239949, 2239950, 2239951, 2239952

November 24, 2011

4. “Ecosense” in colour with out with tag line

21,20,19

2108972, 2108973, 2108974

February 28, 2011

5. “VUE” (word)

37,20,19,17,21

2125168, 2125167, 2125165, 2125166, 2125169

April 1, 2011

6. “GLASXPERTS” (new logo, colored)

36

2125180

April 4, 2011

7. “GLASXPERTS” (new logo, black and white)

36

2125189

April 4, 2011

8. “AIS Décor” (device)

21

1890573

December 1, 2009


20

1744599

October 17, 2008

10. “AIS Supersilver” (device)

21,20

1744590, 1744589

October 17, 2008

11. “AIS Mirror” (word)

20

1744591

October 17, 2008

12. “GX GLASXPERTS” (logo)

9

1976463

June 8, 2010

13. “GX GLASXPERTS” with device

35,37,21,16,40

1976464, 1976465, 1976460, 1976462, 1976467

June 8, 2010

14. “GLASXPERTS” (new logo)

40,37,35,21,20,19,16,40,37,35,21,20

2125183, 2125182, 2125181, 2125179, 2125178, 2125177, 2125176, 2125191, 2125190, 2125188, 2125187, 2125186, 2125185, 2125184

April 4, 2011

15. “4G” (logo in colour)

19,21,20 2117976, 2117975, 2117974

March 15, 2011

16. “4G” Solutions (logo in colour)

19,21,20 2117977, 2117979, 2117978

March 15, 2011

17. Tag line “The green standard in glass”

21,20,19

2108977, 2108975, 2108976

February 28, 2011

18. “AIS Supersilver” (word) 21 1744587 October 17,

383

S. No


2008 19. “GX GLASXPERTS” with

device

20

1976459

June 8, 2010

20. “Asahi India” (word) 19 1124306

August 6, 2002


21

1744600

October 17, 2008


21

1744597

October 17, 2008

23. “AIS Sunshield” *

19, 20, 21

- January 21, 2013

24. “Sunshield” * 19, 20, 21

- January 21, 2013

25. “Sunshield word with AIS logo” *

19, 20, 21

- January 21, 2013

26. “Sunshield leaf Green word with AIS logo” *

19, 20, 21

- January 21, 2013

27. “Sunshield Radiant Amber word with AIS logo” *

19, 20, 21

- January 21, 2013

28. “Sunshield Supreme Blue word with AIS logo” *

19, 20, 21

- January 21, 2013

29. “Sunshield Supreme Green word with AIS logo” *

19, 20, 21

- January 21, 2013

30. “Sunshield Oceanic Blue word with AIS logo”*

19, 20, 21 - January 21, 2013

31. “Asahi India Glass Limited” 21 Receipt no. 1027413 October 25, 2012

32. “Asahi India” (word) 12,16,20,21 Receipt no. 1027413 October 25, 2012

* The application numbers for the aforesaid applications have not been granted.


S. No


1. “GLASSOLUTI-ONS” (logo)

19,20,21,37,40,42

2252523, 2252524, 2252525, 2252526, 2252527, 2252528

December 19, 2011

2. “AIS Security Glass”

19

1386918

September 23, 2005

3. “AIS GLASSOLUTION” (device)

19,20,21,37,40,42

2252529, 2252530, 2252531, 2252532, 2252533, 2252534

December 19, 2011

384

OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue Pursuant to the resolution passed by our Board of Directors in their meeting held on October 10, 2012, it has been decided to make the rights offer to the Equity Shareholders of our Company with a right to renounce under Section 81(1) of the Companies Act. The Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares to be issued and Allotted in the Issue pursuant to letters dated [●] and [●], respectively. Prohibition by SEBI Our Company, our Subsidiaries, our Promoters, our Promoter Group, our Directors and our Group Entities have not been prohibited from accessing or operating in the capital market or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or any other governmental authorities. Neither our Promoter, nor any of our Directors was or also is a promoter, director or person in control of any other company which is debarred from accessing the capital market under any order or directions made by SEBI or any other governmental authorities. Association with securities markets None of the Directors of the Company are associated with the securities markets in any manner. Prohibition by RBI or Governmental Authorities None of the Company, the Promoters (or any of their relatives), the Directors, the members of the Promoter Group and Group Entities have been identified as willful defaulters by the RBI or any other governmental authority. Eligibility for the Issue Our Company has and shall continue to be in compliance with the following conditions specified under Regulation 4(2) of the SEBI ICDR Regulations: • None of our Company, our Promoters, the members of our Promoter Group, our Directors or persons in

control of our Company are debarred from accessing the capital market by the SEBI; • Our Directors, our Promoters and the persons in control of our Company were not and are not associated as

directors or promoters or persons in control of any other company which is debarred from accessing the capital markets under any order or directions made by the SEBI;

• Our Company has applied to the NSE and the BSE for obtaining their in-principle listing approval for

listing of our Equity Shares under this Issue and has received same from the NSE and the BSE pursuant to their respective letters dated [●]. For the purposes of this Issue, the NSE shall be the Designated Stock Exchange;

• Our Company has entered into agreements dated August 6, 2005 and July 18, 2005, with NSDL and CDSL,

respectively, for dematerialisation of our Equity Shares; • The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing

this Draft Letter of Offer; and • We propose to meet all the requirement of funds for the objects as stated in “Objects of the Issue” entirely

from the Net Proceeds and no amount is required to be raised through means other than this Issue for financing the same. Accordingly, the requirement of firm arrangements of finance through verifiable means for 75% of the stated means of finance excluding the Issue Proceeds does not arise.

385

Disclaimer Clause of SEBI AS REQUIRED, A COPY OF THE DRAFT LETTER OF OFFER HA S BEEN SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSI ON OF THE DRAFT LETTER OF OFFER TO SEBI SHOULD NOT, IN ANY WAY BE DEEMED OR C ONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT LETTER OF O FFER. THE LEAD MANAGERS, AXIS CAPITAL LIMITED AND YES BANK LIMITED HAVE CERT IFIED THAT THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE G ENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND D ISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION F OR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT LETTER OF OFFER, THE LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPAN Y DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARD S THIS PURPOSE THE LEAD MANAGERS AXIS CAPITAL LIMITED AND YES BANK LIMITED HAVE FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED FEBRUARY 7, 2013 WH ICH READS AS FOLLOWS: 1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO

LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTE S, DISPUTES WITH COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTIO N WITH THE FINALISATION OF THE DLOF PERTAINING TO THE SAID ISS UE;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSION S WITH THE

COMPANY, ITS DIRECTORS AND OTHER OFFICERS, OTHER AG ENCIES, AND INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNI NG THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFI RM THAT:

(A) THE DLOF FILED WITH THE SEBI IS IN CONFORMITY WITH THE DOCUMENTS,

MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

(B) ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE

REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ ISSUED BY THE SEBI, THE GOVERNMENT OF INDIA AND ANY OTHER COMPETE NT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WI TH; AND

(C) THE DISCLOSURES MADE IN THE DLOF ARE TRUE, FAIR AND ADEQUATE TO

ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISI ON AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES A CT, 1956, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE O F CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED ("SEBI ICDR REGULATIONS") AND OTHER APPLICABLE LEGAL REQUI REMENTS.

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMED IARIES NAMED IN

THE DLOF ARE REGISTERED WITH THE SEBI AND THAT UNTI L DATE SUCH REGISTRATION IS VALID.

386

4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFILL THEIR UNDERWRITING COMMITMENTS. – NOTED FOR COMPLIANCE

5. WE CERTIFY THAT WRITTEN CONSENT FROM THE PROMOTERS HAVE BEEN

OBTAINED FOR INCLUSION OF ITS SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE SPECIFIED S ECURITIES PROPOSED TO FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DLOF WITH THE SEBI TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DLO F. - NOT APPLICABLE

6. WE CERTIFY THAT REGULATION 33 OF THE SEBI ICDR REGU LATIONS, WHICH

RELATES TO SPECIFIED SECURITIES INELIGIBLE FOR COMP UTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATI ON HAVE BEEN MADE IN THE DLOF. - NOT APPLICABLE

7. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C)

AND (D) OF SUB-REGULATION (2) OF REGULATION 8 OF TH E SEBI ICDR REGULATIONS SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE PROMOTERS’ CONTRI BUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE SEBI. WE FURTHER CONFIRM THAT ARRA NGEMENTS HAVE BEEN MADE TO ENSURE THAT THE PROMOTERS’ CONTRIBUTIO N SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF T HE PUBLIC ISSUE. - NOT APPLICABLE.

8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSU ER FOR WHICH THE

FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WI THIN THE ‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORAN DUM OF ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE ACTIVIT IES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJ ECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.

9. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MA DE TO ENSURE

THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 73 OF THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM AL L THE STOCK EXCHANGES MENTIONED IN THE LETTER OF OFFER. WE FURT HER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO T HE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION. NOTED FOR COMPLIANCE TO THE EXTENT APPLICABLE .

10. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE D LOF THAT THE

INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARE S IN DEMAT OR PHYSICAL MODE.

11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MAND ATED IN THE SEBI

ICDR REGULATIONS HAVE BEEN MADE IN ADDITION TO DISC LOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVES TOR TO MAKE A WELL INFORMED DECISION.

387

12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE

DLOF:

(A) AN UNDERTAKING FROM THE COMPANY THAT AT ANY GIVEN T IME,

THERE SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE COMPANY; AND

(B) AN UNDERTAKING FROM THE COMPANY THAT IT SHALL COMPL Y WITH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE SE BI FROM TIME TO TIME.

13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAIN ING TO

ADVERTISEMENT IN TERMS OF THE SEBI ICDR REGULATIONS WHILE MAKING THE ISSUE. - NOTED FOR COMPLIANCE

14. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS

BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRE NT BUSINESS BACKGROUND OF THE COMPANY, SITUATION AT WHICH THE P ROPOSED BUSINESS STANDS, THE RISK FACTORS, PROMOTERS EXPERIENCE, ETC. - REFER TO ANNEXURE I.

15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE C OMPLIANCE WITH

THE APPLICABLE PROVISIONS OF THE SEBI ICDR REGULATI ONS, CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, TH E STATUS OF COMPLIANCE, PAGE NUMBER OF THE DLOF WHERE THE REGUL ATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY. – REFER TO ANNEXURE - II

16. WE ENCLOSE THE STATEMENT ON ‘PRICE INFORMATION OF P AST ISSUES’

HANDLED BY THE LEAD MANAGERS, AS PER THE FORMAT SPE CIFIED BY SEBI. - NOT APPLICABLE

17. WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACT IONS HAVE ARISEN

FROM LEGITIMATE BUSINESS TRANSACTIONS – COMPLIED WI TH TO THE EXTENT OF RELATED PARTY TRANSACTIONS REPORTED IN ACCORDANC E WITH ACCOUNTING STANDARD 18 IN THE RESTATED FINANCI AL STATEMENTS OF THE COMPANY FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2012.

THE FILING OF THIS DRAFT LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER SECTION 63 OR SE CTION 68 OF THE COMPANIES ACT OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCE AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD MANAGERS ANY IRREGULARITIES OR LAPSES IN THIS DRAFT LETTER OF OFFER. Caution Disclaimer clauses from the Company and the Lead Managers The Company and the Lead Managers accept no responsibility for statements made otherwise than in this Draft Letter of Offer or in any advertisement or other material issued by the Company or by any other persons at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his own risk.

388

The Lead Managers and the Company shall make all information available to the Equity Shareholders and no selective or additional information would be available for a section of the Equity Shareholders in any manner whatsoever including at presentations, in research or sales reports etc. after filing of this Draft Letter of Offer with SEBI. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this document. You must not rely on any unauthorized information or representations. This Draft Letter of Offer is an offer to sell only the Equity Shares and rights to purchase the Equity Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this Draft Letter of Offer is current only as of its date. Investors who invest in the Issue will be deemed to have been represented by the Company and Lead Managers and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares, and are relying on independent advice/ evaluation as to their ability and quantum of investment in this Issue. Disclaimer with respect to jurisdiction This Draft Letter of Offer has been prepared under the provisions of Indian Laws and the applicable rules and regulations there under. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate court(s) in New Delhi, India only. The distribution of the Draft Letter of Offer and the issue of Equity Shares on a rights basis to persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons in whose possession the Draft Letter of Offer may come are required to inform themselves about and observe such restrictions. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate court(s) in New Delhi, India only. No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for that purpose, except that this Draft Letter of Offer will be filed with SEBI for observations and SEBI may give its observations. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and this Draft Letter of Offer may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Letter of Offer nor any sale hereunder, shall under any circumstances create any implication that there has been no change in our affairs from the date hereof or that the information contained herein is correct as of any time subsequent to this date. Designated Stock Exchange The Designated Stock Exchange for the purpose of the Issue will be [●]. Disclaimer Clause of the BSE As required, a copy of the Draft Letter of Offer has been submitted to the BSE. The Disclaimer Clause as intimated by the BSE to us, post scrutiny of the Draft Letter of Offer, shall be included in the Draft Letter of Offer prior to filing with the Stock Exchanges. Disclaimer Clause of the NSE As required, a copy of the Draft Letter of Offer has been submitted to the NSE. The Disclaimer Clause as intimated by the NSE to us, post scrutiny of the Draft Letter of Offer, shall be included in the Draft Letter of Offer prior to filing with the Stock Exchanges. Impersonation Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act, which is reproduced below: “Any person who:

389

(a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or

(b) otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other person in a fictitious name,

shall be punishable with imprisonment for a term which may extend to five years.” Selling Restrictions See the section titled “Notice to Overseas Shareholders” on page 5 of this Draft Letter of Offer. Filing The Draft Letter of Offer has been filed with the Corporation Finance Department of the SEBI, located at 5th Floor, Bank of Baroda Building, 16, Sansad Marg, New Delhi - 110 001, India for its observations. After SEBI gives its observations, the Draft Letter of Offer will be filed with the Designated Stock Exchange as per the provisions of the Companies Act. Dematerialised dealing Our Company has entered into agreements dated August 6, 2005 and July 18, 2005 with NSDL and the CDSL, respectively, for its existing Equity Shares bearing the ISIN INE439A01020. Listing The existing Equity Shares are listed on the Stock Exchanges. Our Company has made applications to the Stock Exchanges for permission to deal in and for an official quotation in respect of the Equity Shares being offered in terms of the Draft Letter of Offer. Our Company has received in-principle approvals from the BSE and the NSE by letters dated [●] and [●]. Our Company will apply to the Stock Exchanges for listing of the Equity Shares to be issued pursuant to this Issue. If the permission to deal in and for an official quotation of the securities is not granted by any of the Stock Exchanges mentioned above, within 15 days from the Issue Closing Date, our Company shall forthwith repay, without interest, all monies received from applicants in pursuance of this Draft Letter of Offer. If such money is not paid within eight days after our Company becomes liable to repay it, then our Company and every Director of our Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to repay the money with interest as prescribed under the Section 73 of the Companies Act. Consents Consents in writing of the Company Secretary and Compliance Officer, Auditor, Directors, Lead Managers, Bankers to the Company, lenders of the Company, Legal Counsel to the Issue and Registrar to the Issue to act in their respective capacities have been obtained and filed with SEBI, along with a copy of the Draft Letter of Offer and such consents have not been withdrawn up to the time of delivery of this Draft Letter of Offer with the Stock Exchanges. M/s. Jagdish Sapra & Company, Chartered Accountants, being the Auditors have given their written consent for the inclusion of their audit reports restated unconsolidated and consolidated audited financial statements of the Company for the Fiscal Years 2008, 2009, 2010, 2011 and 2012 and six-month period ended September 30, 2012 and the related notes and annexures thereto, and for their report on the Statement of Tax Benefits, in the form and content as appearing in this Draft Letter of Offer and such consents and reports have not been withdrawn up to the time of delivery of this Draft Letter of Offer with the stock exchanges. To the best of our knowledge there are no consents required for making this Issue other than those required to be obtained from the Bankers to the Issue and the monitoring agency, which shall be obtained at an appropriate stage. However, should the need arise, necessary consents shall be obtained by us. Expert Opinion, if any

390

Except for the audit reports of the Auditors on the restated unconsolidated and consolidated audited financial statements of the Company for the Fiscal Years 2008, 2009, 2010, 2011 and 2012 and six-month period ended September 30, 2012 and the related notes and annexures thereto, prepared in accordance with the Indian GAAP and the Companies Act and SEBI ICDR Regulations, and their report on Statement of Tax Benefits, we have not obtained any other expert opinion in relation to this Issue. Expenses of this Issue The expenses of this Issue payable by our Company including brokerage, fees and reimbursement to the Lead Managers, Auditors, Monitoring Agency, legal counsels, Registrar to the Issue, printing and distribution expenses, publicity, listing fees, stamp duty and other expenses are estimated at ` [●] (around [●]% of the total Issue size) and will be met out of the proceeds of this Issue. The estimated Issue related expenses are as under:

Activity Amount ( `̀̀̀ crores)

% of the Estimated Issue Expenses

% of total Issue Size

Lead management fees (including underwriting fee) [●] [●] [●] Fees to the legal advisor [●] [●] [●] Registrar’s fees [●] [●] [●] Printing and distribution expenses [●] [●] [●] Others (SEBI filing fees, depository charges, listing fees, etc.)

[●] [●] [●]

Total [●] [●] [●] *Amount will be finalized at the time of filing the Letter of Offer and determination of Issue Price and other details. Fees Payable to the Lead Managers to the Issue The fees payable to the Lead Managers to the Issue are set out in the engagement letters issued by our Company to the Lead Managers. Fees Payable to the Registrar to the Issue The fees payable to the Registrar to the Issue including fees for processing of Application Forms, data entry, printing of Allotment Advice, refund order etc. will be as per the MOU dated February 4, 2013, signed among our Company and the Registrar to the Issue, a copy of which is available for inspection at our Office. Previous Public/ Rights Issues by our Company In 1987, our Company made an initial public offering of 740,000 Equity Shares for cash at a price of ` 10 per Equity Share of ̀10 face value aggregating to ` 0.74 crore through a prospectus dated March 6, 1987. The IPO opened on April 6, 1987 and closed on April 10, 1987. As a result, the Equity Shares were listed on the Ahmedabad Stock Exchange, Delhi Stock Exchange, National Stock Exchange, Calcutta Stock Exchange and Bombay Stock Exchange on March 14, 1987, March 17, 1987, March 18, 1998, March 21, 1987 and August 27, 1987, respectively. The Equity Shares of our Company were de-listed from Ahmedabad Stock Exchange, Delhi Stock Exchange and Calcutta Stock Exchange on April 8, 2004, March 31, 2004 and December 10, 2008 respectively. Listed companies under the same management There is no listed company under the same management as that of our Company. Previous issues of Equity Shares otherwise than for cash Other than the equity shares allotted pursuant to the Scheme of Arrangement and the Bonus Issues, our Company has not issued any Equity Shares for consideration other than cash. For further details, see the section titled “Capital Structure” on page 59 of this Draft Letter of Offer. Investor Grievances arising out of this Issue

391

Our Company has a Shareholders/Investor Grievance Committee which meets as and when required, to deal and monitor redressal of complaints from shareholders. Generally, the investor grievances are dealt within 7 Working Days of the receipt of the complaint. Our Company has adequate arrangements for redressal of Investor complaints. There is a well-arranged correspondence system developed for letters of routine nature. Letters are filed category wise after having attended to. Redressal norm for response time for all correspondence including shareholders complaints is 10 Working Days. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these complaints as expeditiously as possible. Our Company’s investor grievances arising out of this Issue will be handled by Mr. Gopal Ganatra, Head Legal, Company Secretary and Compliance Officer and Link Intime India Private Limited, being the Registrar to the Issue. The Registrar to the Issue will have a separate team of personnel handling only our post-Issue correspondence. The agreement between us and the Registrar to the Issue will provide for retention of records with the Registrar for a certain period from the last date of dispatch of Letter of Allotment/ share certificate / warrant/ refund order to enable the Registrar to the Issue to redress grievances of Investors. All grievances relating to this Issue may be addressed to the Registrar to the Issue giving full details such as folio no., name and address, contact telephone / cell numbers, email id of the first applicant, number and type of shares applied for, CAF serial number, amount paid on application and the name of the bank and the branch where the application was deposited, along with a photocopy of the acknowledgement slip. In case of renunciation, the same details of the Renouncee should be furnished. We undertake to resolve the investor grievances in a time bound manner. Investors may contact the Registrar to the Issue or the Compliance Officer in case of any pre-Issue or post-Issue related problems such as non-receipt of Draft Letter of Offer, letter of Allotment, split application forms, share certificate(s) or Refund Orders. The address of the Compliance Officer is as follows: Mr. Gopal Ganatra 5th Floor, Tower – B, Global Business Park, Mehrauli – Gurgaon Road, Gurgaon, Haryana, India Tel: +91 (124) 4062212-19 Fax: +91 (124) 4062288/44 Email: [email protected] Status of Investor Complaints

As of December 31, 2012 there are no investor grievances pending against our Company. Outstanding Debentures or Bonds or Preference Shares Other than as described in the section titled “Capital Structure” on page 59 of this Draft Letter of Offer, our Company has no outstanding debentures or bonds or preference shares. Option to Subscribe Other than this Issue, our Company has not given any person any option to subscribe to the Equity Shares. Important • This Issue is being undertaken pursuant to the resolutions passed by our Board of Directors at its meetings

held on October 10, 2012.

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• This Issue is applicable to those Equity Shareholder whose names appear as beneficial owners as per the list

to be furnished by the depositories in respect of the Equity Shares held in the electronic form and on the Register of Members of our Company at the close of business hours on the Record Date i.e. [●], after giving effect to the valid share transfers lodged with our Company upto the Record Date i.e. [●].

• Your attention is drawn to the section titled “Risk Factors” on page 9 of this Draft Letter of Offer. • Please ensure that you have received the Composite Application Form (“CAF”) with the Draft Letter of

Offer and Abridged Letter of Offer. • Please read the Draft Letter of Offer/Abridged Letter of Offer and the instructions contained therein and in

the CAF carefully before filling in the CAF. The instructions contained in the CAF are each an integral part of the Letter of Offer and must be carefully followed. An application is liable to be rejected for any non-compliance of the provisions contained in the Draft Letter of Offer or the CAF. An Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper. For further details, see the section titled “Terms of the Issue – Application on Plain Paper” on page 403 of this Draft Letter of Offer.

• ASBA Investors shall be required to indicate either in (i) Part A of the CAF, or (ii) a plain paper

application, as to whether they desire to avail of the ASBA option. Please note that pursuant to the SEBI circular dated April 29, 2011, all applicants who are QIBs or Non Institutional Investors or are applying in this Issue for Equity Shares for an amount exceeding ` 200,000, shall mandatorily make use of ASBA facility.

• All enquiries in connection with the Draft Letter of Offer or CAF or SAF should be addressed to the

Registrar to the Issue, quoting the Registered Folio number/ DP and Client ID number and the CAF number and the name of the first Equity Shareholder as mentioned on the CAF and superscribed “[●]- Rights Issue” on the envelop.

• All information shall be made available to the Investors by the Lead Managers and our Company, and no

selective or additional information would be available by them for any section of the Investors in any manner whatsoever including at presentations, in research or sales reports, etc.

• The Lead Managers and our Company shall update the Draft Letter of Offer and keep the Investors

informed of any material changes till the listing and trading commences. Issue Schedule Issue Opening Date: [●] Last date for receiving requests for Split Application Forms: [●] Issue Closing Date: [●]

Our Board may however decide to extend the Issue period as it may determine from time to time, but not exceeding 30 days from the Issue Opening Date. Allotment Advices / Refund Orders Our Company will issue and dispatch allotment advice / share certificates/ demat credit and/or letters of regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within a period of 15 days from the date of closure of the Issue. If such money is not repaid within eight days from the day our Company becomes liable to pay it (i.e., 15 days from closure of the Issue), our Company shall pay that money with interest as stipulated under section 73 of the Companies Act. Investors residing at the centres where clearing houses are managed by the RBI, will get refunds through NECS only except where applicant is otherwise eligible to get refunds through direct credit and RTGS.

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In case of those Applicants who have opted to receive their Rights Entitlement in dematerialized form using electronic credit under the depository system, an advice regarding their credit of the Rights Shares shall be given separately. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter intimating them about the mode of credit of refund within 15 days of closure of the Issue. In case of those Applicants who have opted to receive their Rights Entitlement in physical form, our Company will issue the corresponding share certificates under Section 113 of the Companies Act or other applicable provisions. Refund orders for a value of ` 1,500 and above would be sent by registered post / speed post to the sole / first Applicants ' registered address. Refund orders up to the value of ̀ 1,500 would be sent through certificate of posting. Such refund orders would be payable at par at all places where the applications were originally accepted. The same would be marked ‘Account Payee only’ and would be drawn in favour of the sole / first Investor. Adequate funds would be made available to the Registrar to the Issue for this purpose. Changes in Auditors during the last three years There have been no changes in our statutory auditors over the last 3 years. Capitalisation of Reserves or Profits Our Company has not capitalized any of its reserves or profits for the last 5 years. Revaluation of Fixed Assets There has been no revaluation of our Company‘s fixed assets for the last 5 years. Minimum Subscription If our Company does not receive the minimum subscription of 90% of the Issue, or the subscription level falls below 90%, after the Issue Closing Date on account of cheques being returned unpaid or withdrawal of applications, our Company shall refund the entire subscription amount received within 15 days from the Issue Closing Date. If there is delay in the refund of the subscription amount by more than eight days after our Company becomes liable to pay the subscription amount (i.e. 15 days after the Issue Closing Date), our Company will pay interest for the delayed period at 15.00% per annum as prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act. Subscription by the Promoters (a) Mr. B.M. Labroo and Mr. Sanjay Labroo (collectively referred to as the “Labroo Family”)

The Labroo Family shall fully subscribe for their Rights Entitlement pursuant to the Issue. The Labroo Family reserves the right to subscribe for their Rights Entitlement either by themselves and/or through one or more entities controlled by them, including, by subscribing for Equity Shares pursuant to any renunciation made by any member of the Promoter Group to another member of the Promoter Group. The Labroo Family intends to apply for Equity Shares of the Company in addition to their Rights Entitlement to the extent of undersubscribed portion of the Issue (“Undersubscribed Shares”), subject to (a) obtaining any approvals required under applicable law; and (b) them not crossing the threshold limit under Regulations 3(1), 3(2) read along with 3(3) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. Such subscription for Equity Shares over and above the Labroos Family’s Rights Entitlement, if allotted, may result in an increase in their percentage shareholding. Such acquisition by the Labroo Family of additional Equity Shares of the Company shall not result in a change of control of the management of the Company. The subscription by the Labroo Family and/or members of the Promoter Group of the Equity Shares in the Issue and the allotment of the Equity Shares will not be in breach of minimum public shareholding requirement specified under Clause 40A of the Listing Agreement.

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(c) Maruti Suzuki India Limited (“MSIL”)

MSIL shall fully subscribe for its Rights Entitlement pursuant to the Issue. MSIL reserves the right to

subscribe for its Rights Entitlement either by itself and/or through one or more entities controlled by MSIL, including by subscribing for Equity Shares pursuant to any renunciation made by any member of the Promoter Group to another member of the Promoter Group. The subscription by MSIL and/or members of the Promoter Group of the Equity Shares in the Issue and the allotment of the Equity Shares will not be in breach of minimum public shareholding requirement specified under Clause 40A of the Listing Agreement. MSIL shall subscribe to its Rights Entitlement only pursuant to the Issue, and not subscribe to any additional Equity Shares over and above its Rights Entitlement to the extent of the undersubscribed portion of the Issue.

For further details of under subscription and allotment to the Promoter and Promoter Group, please refer to “Basis of Allotment” below under the section titled “Terms of the Issue” on page 395 of this Draft Letter of Offer.

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SECTION VII - ISSUE INFORMATION

TERMS OF THE ISSUE The Equity Shares proposed to be issued on a rights basis pursuant to the Issue, are subject to the terms and conditions contained in the Draft Letter of Offer, the Abridged Letter of Offer, the CAF, the Memorandum of Association and Articles of Association, and the provisions of the Companies Act, Foreign Exchange Management Act, 1999 (the “FEMA ”), the guidelines and regulations issued by SEBI, approvals, if any received from the RBI and any other governmental authorities, the guidelines, notifications and regulations for the issue of capital and for listing of securities issued by the GoI and other statutory and regulatory authorities from time to time, the terms of the Listing Agreements entered into by the Company with the Stock Exchanges and terms and conditions as stipulated in the Allotment Advice or security certificate. Applicants that are QIBs and other Applicants whose Application Money exceeds ` 2,00,000 can participate in the Issue only through the ASBA Process. The Applicants that are not QIBs, and Non Institutional investors or whose Application Money does not exceed ` 2,00,000 can participate in the Issue through either through the ASBA process or the non-ASBA process. ASBA Applicants should note that the ASBA process involves Application procedures that may be different from the procedure applicable to non-ASBA process. ASBA Investors should carefully read the provisions applicable to such Applications before making their Application through the ASBA process. For more information, see the section titled “Procedure for Application through the ASBA Process” on page 405 of this Draft Letter of Offer. Basis for the Issue The Equity Shares are being offered for subscription for cash to the Eligible Equity Shareholders whose names appear as beneficial owners as per the list to be furnished by the Depositories in respect of the Equity Shares held in the electronic form and on the statutory register of members of the Company in respect of the Equity Shares held in physical form at the close of business hours on the Record Date, being [●] as intimated to the Designated Stock Exchange. Rights Entitlement Eligible Equity Shareholders whose names appear as beneficial owners in respect of the Equity Shares held in electronic form or appears in the register of members as an Equity Shareholder of the Company in respect of the Equity Shares held in physical form as on the Record Date, being [●] are entitled to the number of Equity Shares as set out in Part A of the enclosed CAF. THE DISTRIBUTION OF THE DRAFT LETTER OF OFFER, THE LETTER OF OFFER AND THE ISSUE OF EQUITY SHARES ON A RIGHTS BASIS TO PERSONS IN CERTAIN JURISDICTIONS OUTSIDE INDIA PURSUANT TO THE ISSUE MAY BE RESTRICT ED BY LEGAL REQUIREMENTS PREVAILING IN THOSE JURISDICTIONS. THE COMPANY IS MAKING THE ISSUE OF EQUITY SHARES ON A RIGHTS BASIS TO THE ELI GIBLE EQUITY SHAREHOLDERS PURSUANT TO THE ISSUE, AND THE LETTER OF OFFER/ABRI DGED LETTER OF OFFER AND THE CAFS WILL BE DISPATCHED ONLY TO THOSE EQUITY SH AREHOLDERS WHO HAVE A REGISTERED ADDRESS IN INDIA. ANY PERSON WHO ACQUIRE S RIGHTS ENTITLEMENTS OR EQUITY SHARES WILL BE DEEMED TO HAVE DECLARED, W ARRANTED AND AGREED, BY ACCEPTING THE DELIVERY OF THE LETTER OF OFFER, T HAT IT IS NOT AND THAT AT THE TIME OF SUBSCRIBING FOR THE EQUITY SHARES OR TH E RIGHTS ENTITLEMENTS, IT WILL NOT BE, IN THE UNITED STATES. PERSONS WHO MAY ACQUIRE RIGHTS ENTITLEMENTS OR COME INTO POSSESSION OF THIS DRAFT LETTER OF OFFER OR CAF ARE ADVISED TO CONSULT WITH THEIR OWN LEGAL ADVISOR S AS TO WHAT RESTRICTIONS MAY BE APPLICABLE TO THEM AND TO OBSER VE SUCH RESTRICTIONS. THIS DRAFT LETTER OF OFFER MAY NOT BE USED FOR THE PURPOSE OF AN OFFER OR INVITATION IN ANY CIRCUMSTANCES TO SUBSCRIBE TO EQU ITY SHARES IN WHICH SUCH OFFER OR INVITATION IS NOT AUTHORIZED. NO ACTION HA S BEEN TAKEN OR WILL BE TAKEN THAT WOULD PERMIT THE OFFERING OF THE EQUITY SHARES PURSUANT TO THE ISSUE TO OCCUR IN ANY JURISDICTION OTHER THAN INDIA , OR THE POSSESSION, CIRCULATION OR DISTRIBUTION OF THIS DRAFT LETTER OF OFFER RELATING TO THE COMPANY OR THE EQUITY SHARES IN ANY JURISDICTION WH ERE ACTION FOR SUCH

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PURPOSE IS REQUIRED. ACCORDINGLY, THE EQUITY SHARES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, AND THIS DRAFT LETTER OF OFFER MAY NOT BE DISTRIBUTED OR PUBLISHED IN OR FROM ANY COUNTRY OR JURISDICTION EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE RULES AND REGULATIONS OF ANY SUCH COUNTRY OR JURISD ICTION. PRINCIPAL TERMS OF THE EQUITY SHARES Face Value Each Equity Share will have the face value of ` 1. Issue Price Each Equity Share is offered at an Issue Price of ` [●] for cash at a premium of ` [●] per Equity Share. The Issue Price has been arrived at after consultation between the Company and the Lead Manager. Rights Entitlement Ratio The Equity Shares are being offered on rights basis to the Eligible Equity Shareholders in the ratio of [●] Equity Share for every [●] Equity Shares held on the Record Date. Terms of Payment The entire amount of ` [●]/- per Equity Share shall be payable on application. The terms of payment available to the Investors are set forth below.

Towards Share Capital Towards share premium account

On Application ` [●]/- per Equity Share ` [●]/- per Equity Share

A separate cheque/demand draft pay order must accompany each Application form.

Pursuant to RBI Circular number DBOD No. FSC BC 42/24.47.00/2003-04 dated November 5, 2003, the Stockinvest scheme has been withdrawn and accordingly, payment through Stockinvest will not be accepted in the Issue.

Where an applicant has applied for additional shares and is allotted lesser number of shares than applied for, the excess application money shall be refunded. The excess application monies would be refunded within 15 days from the closure of the Issue, and if there is a delay beyond 8 days from the stipulated period, the Company and every Director of the Company who is an officer in default shall be jointly and severally liable to repay the money with interest for the delayed period, at the rates stipulated under sub-sections (2) and (2A) of section 73 of the Companies Act, 1956. Fractional Entitlements For Equity Shares being offered on a rights basis under this Issue, if the shareholding of any of the Eligible Equity Shareholders is less than [●] Equity Shares or not in the multiple of [●], the fractional entitlement of such Eligible Equity Shareholders shall be ignored. Eligible Equity Shareholders whose fractional entitlements are being ignored would be given preferential consideration for the Allotment of one additional Equity Share each if they apply for additional Equity Shares over and above their Rights Entitlement, if any. For example, if an Eligible Equity Shareholder holds between [●] and [●] Equity Shares, he will be entitled to one Equity Share on a rights basis. He will also be given a preferential consideration for the Allotment of one additional Equity Share if he has applied for the same. Further, if an Eligible Equity Shareholder holds between one and [●] Equity Shares, he will be entitled to zero Equity Shares on a rights basis. He will be given a preferential consideration for the Allotment of one additional

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Equity Share if he has applied for the same. Those Eligible Equity Shareholders holding less than [●] Equity Shares will therefore be entitled to zero Equity Shares under this Issue and shall be dispatched a CAF with zero entitlement. Such Eligible Equity Shareholders are entitled to apply for additional Equity Shares. However, they cannot renounce the same in favour of third parties. CAFs with zero entitlement will be non-negotiable/non-renounceable. Ranking The Equity Shares being issued shall be subject to the provisions of the Memorandum of Association and Articles of Association. The Equity Shares allotted in the Issue shall rank pari passu with the existing Equity Shares in all respects, including dividend. Listing and trading of Equity Shares proposed to be issued The Company’s existing Equity Shares are currently traded on the Stock Exchanges under the ISIN INE439A01020. The Equity Shares offered pursuant to the Issue shall be listed and traded under a same ISIN. The Equity Shares allotted pursuant to this Issue will be listed as soon as practicable and all steps for completion of the necessary formalities for listing and commencement of trading shall be taken within seven working days of finalisation of the basis of Allotment. The Company has received “in-principle” approvals from the NSE and the BSE for listing the Equity Shares allotted pursuant to the Issue (“Allotted ”) dated [●] and [●] respectively. The listing and trading of the Equity Shares shall be based on the current regulatory framework applicable thereto. Accordingly, any change in the regulatory regime would affect the listing and trading schedule. Rights of the Equity Shareholder Subject to applicable laws, the Equity Shareholders of the Company shall have the following rights: • Right to receive dividend, if declared; • Right to attend general meetings and exercise voting powers in, unless prohibited by law; • Right to vote in person or by proxy; • Right to receive offers for rights shares and be allotted bonus shares, if announced; • Right to receive surplus on liquidation; • Right to free transferability of Equity Shares; and • Such other rights including right of lien, forfeiture etc. as may be available to a shareholder of a listed

public company under the Companies Act and the Memorandum of Association and Articles of Association.

General Terms of the Issue Market Lot The Equity Shares of the Company are tradable only in dematerialised form. The market lot for Equity Shares in dematerialised mode is one. In case an Eligible Equity Shareholder holds Equity Shares in physical form, the Company would issue to the Allottee one certificate for the Equity Shares allotted to each folio (the “Consolidated Certificate”). In respect of Consolidated Certificates, our Company shall, upon receipt of a request from the respective holder of Equity Shares, split such Consolidated Certificates into smaller denominations within seven days from the receipt of the request in respect thereof. Our Company shall not charge a fee for splitting any of the Consolidated Certificates. Joint Holders Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as joint holders with the benefit of survivorship subject to the provisions contained in the Articles of Association.

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Nomination Nomination facility is available in respect of the Equity Shares in accordance with the provisions of the Section 109A of the Companies Act. An Eligible Equity Shareholder can nominate any person by filling the relevant details in the CAF in the space provided for this purpose. In case of Eligible Equity Shareholders who are individuals, a sole Eligible Equity Shareholder or the first named Eligible Equity Shareholder, along with other joint Eligible Equity Shareholders, if any, may nominate any person(s) who, in the event of the death of the sole Eligible Equity Shareholder or all the joint Eligible Equity Shareholders, as the case may be, shall become entitled to the Equity Shares offered in the Issue. A person, being a nominee, becoming entitled to the Equity Shares by reason of the death of the original Eligible Equity Shareholder(s), shall be entitled to the same advantages to which he would be entitled if he were the registered Eligible Equity Shareholder. Where the nominee is a minor, the Eligible Equity Shareholder(s) may also make a nomination to appoint, in the prescribed manner, any person to become entitled to the Equity Shares, in the event of death of the said Eligible Equity Shareholder, during the minority of the nominee. A nomination shall stand rescinded upon the sale of the Equity Shares by the person nominating. A transferee will be entitled to make a fresh nomination in the manner prescribed. When the Equity Shares are held by two or more persons, the nominee shall become entitled to receive the amount only on the demise of all such Eligible Equity Shareholders. Fresh nominations can be made only in the prescribed form available on request at the Registered Office of the Company or such other person at such addresses as may be notified by the Company. Only one nomination would be applicable for one folio. Hence, in case the Investor(s) has already registered the nomination with the Company, no further nomination needs to be made for Equity Shares that may be allotted in this Issue under the same folio. In case the allotment of Equity Shares is in dematerialised form, there is no need to make a separate nomination for the Equity Shares to be allotted in this Issue. Nominations registered with respective DP of the Investor would prevail. Any Investor desirous of changing the existing nomination is requested to inform its respective DP. Notices All notices to the Eligible Equity Shareholder(s) required to be given by the Company shall be published in one English language national daily newspaper and one Hindi national daily newspaper and/or will be sent by post to the registered address of the Eligible Equity Shareholders in India or the registered Indian address provided by the Eligible Equity Shareholders from time to time. Procedure for Application The CAF for the Equity Shares would be printed in black ink for all Eligible Equity Shareholders. In case the original CAF is not received by the Eligible Equity Shareholder or is misplaced by the Eligible Equity Shareholder, the Eligible Equity Shareholder may request the Registrar to the Issue, for issue of a duplicate CAF, by furnishing the registered folio number, DP ID Number, Client ID Number and their full name and address. In case the signature of the Eligible Equity Shareholder(s) does not match with the specimen registered with the Company or the DP, the Application is liable to be rejected. Neither the Company nor the Registrar to the Issue shall be responsible for delay in the receipt of the CAF/duplicate CAF attributable to postal delays or if the CAF/duplicate CAF are misplaced in the transit. The request for a duplicate CAF should reach the Registrar to the Issue within seven days from the Issue Opening Date. Investors should note that those who are making the Application in such duplicate CAF should not utilize the original CAF for any purpose, including renunciation, even if the original CAF is received or found subsequently. If any Investor violates any of these requirements, they shall face the risk of rejection of both Applications. Applicants that are QIBs and other Applicants whose Application Money exceeds ` 2,00,000 can participate in the Issue only through the ASBA process. The Investors who are not QIBs and Non Institutional investors and whose Application Money does not exceed ` 2,00,000 can participate in the Issue through either the ASBA process or the non-ASBA process. Acceptance of the Issue

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Investors may accept the offer to participate in the Issue and apply for the Equity Shares, either in full or in part, by filling Part A of the enclosed CAFs and submit the same along with the Application Money payable to any of the collection branches of the Bankers to the Issue as mentioned on the reverse of the CAFs before close of banking hours on or before the Issue Closing Date or such extended time as may be specified by the Board in this regard. Investors at centers not covered by the branches of collecting banks can send their CAFs together with the cheque drawn at par /demand draft payable at Mumbai to the Registrar to the Issue by registered post. Such Applications sent to anyone other than the Registrar to the Issue are liable to be rejected. For more information on the mode of payment, see the section titled “Modes of Payment” on page 411 of this Draft Letter of Offer. Investors may also choose to accept the offer to participate in the Issue by plain-paper Applications. CAF

The Registrar to the Issue will dispatch the CAF to Eligible Equity Shareholders as per their Rights Entitlement on the Record Date. The CAF will clearly indicate the number of Equity Shares that the Eligible Equity Shareholder is entitled to. Applicants may also choose to accept the offer to participate in the Issue by making plain paper Applications. For more information, see the section titled “Application on Plain Paper” on page 403 of this Draft Letter of Offer.

The CAF consists of four parts: Part A: Form for accepting the Equity Shares offered and for applying for additional Equity Shares; Part B: Form for renunciation; Part C: Form for application for renouncees; and Part D: Form for request for Split Application Forms. Option available to the Eligible Equity Shareholders The CAFs will clearly indicate the number of Equity Shares that the Eligible Equity Shareholder is entitled to. If the Eligible Equity Shareholder applies for an investment in Equity Shares, then he can: • Apply for his Rights Entitlement of Equity Shares in full; • Apply for his Rights Entitlement of Equity Shares in part (without renouncing the other part); • Apply for his Rights Entitlement of Equity Shares in part and renounce the other part of the Equity Shares; • Apply for his Rights Entitlement in full and apply for additional Equity Shares; or • Renounce his Rights Entitlement in full. Additional Subscription by the Promoters and members of the Promoter Group (a) Mr. B.M. Labroo and Mr. Sanjay Labroo (collectively referred to as the “Labroo Family”)

The Labroo Family shall fully subscribe for their Rights Entitlement pursuant to the Issue. The Labroo Family reserves the right to subscribe for their Rights Entitlement either by themselves and/or through one or more entities controlled by them, including, by subscribing for Equity Shares pursuant to any renunciation made by any member of the Promoter Group to another member of the Promoter Group. The Labroo Family intends to apply for Equity Shares of the Company in addition to their Rights Entitlement to the extent of undersubscribed portion of the Issue (“Undersubscribed Shares”), subject to (a) obtaining any approvals required under applicable law; and (b) them not crossing the threshold limit under Regulations 3(1), 3(2) read along with 3(3) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. Such subscription for Equity Shares over and above the Labroos Family’s Rights Entitlement, if allotted, may result in an increase in their percentage shareholding. Such acquisition by the Labroo Family of additional Equity Shares of the Company shall not result in a change of control of the management of the Company. The subscription by the Labroo Family and/or members of the Promoter Group of the Equity Shares in the Issue and the allotment of the Equity Shares will not be in breach of minimum public shareholding requirement specified under Clause 40A of the Listing Agreement.

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(c) Maruti Suzuki India Limited (“MSIL”) MSIL shall fully subscribe for its Rights Entitlement pursuant to the Rights Issue. MSIL reserves the right

to subscribe for its Rights Entitlement either by itself and/or through one or more entities controlled by MSIL, including by subscribing for Equity Shares pursuant to any renunciation made by any member of its promoter group. The subscription by MSIL of the Equity Shares in the Rights Issue and the allotment of the Equity Shares will not be in breach of minimum public shareholding requirement specified under Clause 40A of the Listing Agreement. MSIL shall subscribe to its Rights Entitlement only pursuant to the Rights Issue, and not subscribe to any additional Equity Shares over and above its Rights Entitlement to the extent of the undersubscribed portion of the Rights Issue.

For more information, see the section titled “Basis of Allotment” on page 414 of this Draft Letter of Offer. Additional Equity Shares You are eligible to apply for additional Equity Shares over and above your Rights Entitlement, provided that you are eligible to apply under applicable law and have applied for all the Equity Shares offered to you without renouncing them in whole or in part in favour of any other person(s). Applications for additional Equity Shares shall be considered and allotment shall be made at the sole discretion of the Board, subject to sectoral caps and in consultation if necessary with the Designated Stock Exchange and in the manner prescribed under the section titled “Basis of Allotment” on page 414 of this Draft Letter of Offer. If you desire to apply for additional Equity Shares, please indicate your requirement in the place provided for additional Equity Shares in Part A of the CAF. The Renouncees applying for all the Equity Shares renounced in their favour may also apply for additional Equity Shares. Where the number of additional Equity Shares applied for exceeds the number available for Allotment, the Allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange. Renouncees who have subscribed for all the Equity Shares renounced in their favor may also apply for additional Equity Shares. Renunciation The Issue includes a right exercisable by you to renounce the Equity Shares offered to you either in full or in part in favour of any other person or persons. Your attention is drawn to the fact that the Company shall not

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Allot and/or register the Equity Shares in favour of (i) more than three persons (including joint holders); (ii) partnership firm(s) or their nominee(s); (iii) minors; (iv) HUF; or (v) any trust or society (unless the same is registered under the Societies Registration Act, 1860 or the Indian Trust Act, 1882 or any other applicable law relating to societies or trusts and is authorized under its constitution or bye-laws to hold Equity Shares, as the case may be). Additionally, Eligible Equity Shareholders may not renounce in favour of persons or entities in the United States or who would otherwise be prohibited from being offered or subscribing for Equity Shares or Rights Entitlement under applicable securities laws. Renouncees cannot participate in the ASBA Process. By virtue of the Circular No. 14 dated September 16, 2003 issued by the RBI, OCBs have been derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies Regulations, 2003. Accordingly, the Eligible Equity Shareholders of the Company who do not wish to subscribe to the Equity Shares being offered but wish to renounce the same in favour of Renouncee shall not renounce the same (whether for consideration or otherwise) in favour of any OCB(s). The Company is in the process of making an application to the RBI, seeking prior approval for issuance of Equity Shares to OCB Shareholder pursuant to the Issue under all applicable laws and regulations including the SEBI ICDR Regulations. Any renunciation (i) from resident Indian Eligible Equity Shareholder(s) to NR(s); (ii) from NR Eligible Equity Shareholder(s) to resident Indian(s); or (iii) from a NR Eligible Equity Shareholder(s) to other NR(s), is subject to the renouncer(s)/renouncee(s) obtaining any necessary regulatory approvals from the RBI. The renouncer(s)/renouncee(s) is/are required to obtain any such approval and attach the same to the CAF, along with any other approval that may be required by such renouncer(s)/renouncee(s). All such renunciations shall be subject to any conditions that may be specified in such RBI approval. Applications not complying with conditions of the approval/not accompanied by such approvals are liable to be rejected. Part ‘A’ of the CAF must not be used by any person(s) other than those in whose favour this offer has been made. If used, this will render the Application invalid. Submission of the CAF to any of the collection branches of the Bankers to the Issue specified on the reverse of the CAF with the form of renunciation (Part ‘B’ of the CAF) duly filled in shall be the conclusive evidence for the Company of the fact of renunciation to the person(s) applying for Equity Shares in Part ‘C’ of the CAF for the purpose of Allotment of such Equity Shares. The Renouncees applying for all the Equity Shares renounced in their favour may also apply for additional Equity Shares. Part ‘A’ of the CAF must not be used by the Renouncee(s) as this will render the Application invalid. Renouncee(s) will have no right to further renounce any Equity Shares in favour of any other person. Procedure for renunciation To renounce all the Equity Shares offered to an Eligible Equity Shareholder in favour of one Renouncee If you wish to renounce the rights entitlement indicated in Part ‘A’, in whole, please complete Part ‘B’ of the CAF. In case of joint holding, all joint holders must sign Part ‘B’ of the CAF. The person in whose favour renunciation has been made should complete and sign Part ‘C’ of the CAF. In case of joint Renouncees, all joint Renouncees must sign Part ‘C’ of the CAF. To renounce in part/or renounce the whole to more than one person(s) If you wish to either (i) accept this offer in part and renounce the balance, or (ii) renounce the entire offer under this Issue in favour of two or more Renouncees, the CAF must be first split into requisite number of SAFs. Please indicate your requirement of SAFs in the space provided for this purpose in Part ‘D’ of the CAF and return the entire CAF to the Registrar to the Issue so as to reach them latest by the close of business hours on the last date of receiving requests for SAFs. On receipt of the required number of SAFs from the Registrar to the Issue, the procedure as mentioned in paragraph above shall have to be followed in respect of each SAF. In case the signature of the Eligible Equity Shareholder(s), who has renounced the Equity Shares, does not match with the specimen registered with the Company/Depositories, the Application is liable to be rejected. Renouncee(s)

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The person(s) in whose favour the Equity Shares are renounced should fill in and sign Part ‘C’ of the CAF and submit the entire CAF to the Bankers to the Issue or any of the collection branches as mentioned on the reverse of the CAFs on or before the Issue Closing Date along with the Application Money in full. Change and/or introduction of additional holders If you wish to apply for Equity Shares jointly with any other person(s), not more than three including you, who is/are not already a joint holder with you, it shall amount to renunciation and the procedure as stated above for renunciation shall have to be followed. Even a change in the sequence of the name of joint holders shall amount to renunciation and the procedure, as stated above shall have to be followed. However, this right of renunciation is subject to the express condition that the Board shall be entitled in its absolute discretion to reject the request for Allotment from the Renouncee(s) without assigning any reason thereto. Instructions for Options The summary of options available to the Eligible Equity Shareholder is presented below. You may exercise any of the following options with regard to the Equity Shares offered:

Option Available Action Required 1. Accept whole or part of your Rights

Entitlement without renouncing the balance.

Fill in and sign Part A (All joint holders must sign)

2. Accept your Rights Entitlement in full and apply for additional Equity Shares

Fill in and sign Part A including Block III relating to the acceptance of entitlement and Block IV relating to additional Equity Shares (All joint holders must sign)

3. Accept a part of your Rights Entitlement and renounce the balance to more than one Renouncee(s)

OR

Renounce your Rights Entitlement to all the Equity Shares offered to you to more than one Renouncee

Fill in and sign Part D (all joint holders must sign) requesting for SAFs. Send the CAF to the Registrar to the Issue so as to reach them on or before the last date for receiving requests for SAFs. Splitting will be permitted only once. On receipt of the SAF take action as indicated below.

(i) For the Equity Shares you wish to accept, if any, fill in and

sign Part A. (ii) For the Equity Shares you wish to renounce, fill in and sign

Part B indicating the number of Equity Shares renounced and hand it over to the Renouncees.

(iii) Each Renouncee should fill in and sign Part C for the Equity Shares accepted by them.

4. Renounce your Rights Entitlement in

full or part to one Renouncee (Joint Renouncees are considered as one).

In respect of the CAF, take the following action: (i) For the Equity Shares you wish to accept, if any, fill in and

sign Part A. (ii) For the Equity Shares you wish to renounce, fill in and sign

Part B indicating the number of Equity Shares renounced and hand it over to the Renouncees.

(iii) The Renouncee should fill in and sign Part C for the Equity Shares accepted by him.

5. Introduce a joint holder or change the sequence of joint holders

This will be treated as renunciation. Fill in and sign Part B and the Renouncee must fill in and sign Part C.

Please note that:

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• No part of the CAF except Part C, may be used by any person(s) other than the Eligible Equity Shareholder

to whom the Letter of Offer/Abridged Letter of Offer/CAF has been addressed. If used, this will render the Application invalid.

• Request for each SAF should be made for a minimum of [●] Equity Share or, in each case, in multiples

thereof and one SAF for the balance Equity Shares, if any. • Request by the Eligible Equity Shareholder for the SAFs should reach the Registrar to the Issue on or

before [●]. • Only the Eligible Equity Shareholder to whom the Letter of Offer has been addressed shall be entitled to

renounce and to apply for SAFs. Forms once split cannot be split further. • SAFs will be sent to the Eligible Equity Shareholder(s) by post at the applicant’s risk. • Eligible Equity Shareholders may not renounce in favour of persons or entities in the United States or who

would otherwise be prohibited from being offered or subscribing for Equity Shares or Rights Entitlement under applicable securities laws.

• While applying for or renouncing their Rights Entitlement, joint Eligible Equity Shareholders must sign the

Application Form or SAF in the same order and as per specimen signatures recorded with the Company/Depositories.

• Application(s) received from Non-Resident/ NRIs, or persons of Indian origin residing abroad shall be

subject to conditions, as may be imposed from time to time by the RBI under FEMA in the matter of refund of Application Money, Allotment of Equity Shares, interest, export of share certificates, etc. In case a Non-Resident or NRI Eligible Equity Shareholder has specific approval from the RBI, in connection with his shareholding, he should enclose a copy of such approval with the CAF.

Availability of duplicate CAF See he section titled “Procedure for Application” on page 398 of this Draft Letter of Offer. Application on Plain Paper An Eligible Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an Application to subscribe to the Issue on plain paper, along with an account payee cheque drawn at par/demand draft, net of bank and postal charges payable at Mumbai and the Investor should send the same by registered post directly to the Registrar to the Issue. For more information on the mode of payment, see the section titled “Modes of Payment” on page 411 of this Draft Letter of Offer. The envelope should be super-scribed “Asahi India Glass Limited - Rights Issue” and should be postmarked in India. The Application on plain paper, duly signed by the Investors including joint holders, in the same order and as per specimen recorded with the Company/Depositories, must reach the office of the Registrar to the Issue before the Issue Closing Date and should contain the following particulars: • Name of the Company, being ‘Asahi India Glass Limited’; • Name and address of the equity shareholders including joint holders; • Registered Folio Number/DP and Client ID Number • Number of Equity Shares held as on Record Date; • Share certificate numbers and distinctive numbers of Equity Shares, if held in physical form; • Allotment option preferred - physical or demat form, if held in physical form; • Number of Equity Shares entitled to; • Number of Equity Shares applied for; • Number of additional Equity Shares applied for, if any; • Total number of Equity Shares applied for; • Application Amount payable at the rate of `[●] per Equity Share;

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• Particulars of cheque/demand draft; • Savings/current account number and name and address of the bank where the Investor will be depositing the

refund order; • Except for Applications on behalf of the Central or State Government, the residents of Sikkim and the

officials appointed by the courts, PAN number of the Eligible Equity Shareholder and for each Eligible Equity Shareholder in case of joint names, irrespective of the total value of the Equity Shares applied for pursuant to the Issue;

• Signatures of Eligible Equity Shareholders to appear in the same sequence and order as they appear in the records of the Company or depository records;

• If the payment is made by a draft purchased from NRE/FCNR/NRO account, as the case may be, an account debit certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE/FCNR/NRO account; and

• Additionally, all such applicants are deemed to have accepted the following:

“I/We understand that neither the Rights Entitlement nor the Equity Shares have been, and will be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or any United States state securities laws, and may not be offered, sold, resold or otherwise transferred within the United States or to the territories or possessions thereof (the “United States”) or to, or for the account or benefit of a “U.S. Persons” (as defined in Regulation S of the US Securities Act (“Regulation S”)). I/we understand the Equity Shares referred to in this application are being offered in India but not in the United States. I/we understand the offering to which this application relates is not, and under no circumstances is to be construed as, an offering of any Equity Shares or Rights Entitlement for sale in the United States, or as a solicitation therein of an offer to buy any of the said Equity Shares or Rights Entitlement in the United States. Accordingly, I/we understand this application should not be forwarded to or transmitted in or to the United States at any time. I/we understand that neither us, nor the Registrar, the Lead Managers or any other person acting on behalf of us will accept subscriptions from any person, or the agent of any person, who appears to be, or who we, the Registrar, the Lead Managers or any other person acting on behalf of us have reason to believe is, a resident of the United States or “U.S. Person” (as defined in Regulation S) or is ineligible to participate in the Issue under the securities laws of their jurisdiction.

I/We will not offer, sell or otherwise transfer any of the Equity Shares which may be acquired by us in any jurisdiction or under any circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offer, sale or invitation except under circumstances that will result in compliance with any applicable laws or regulations. We satisfy, and each account for which we are acting satisfies, all suitability standards for investors in investments of the type subscribed for herein imposed by the jurisdiction of our residence. I/We understand and agree that the Rights Entitlement and Equity Shares may not be reoffered, resold, pledged or otherwise transferred except in an offshore transaction in compliance with Regulation S, or otherwise pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. I/We (i) am/are, and the person, if any, for whose account I/we am/are acquiring such Rights Entitlement and/or the Equity Shares is/are, outside the United States, (ii) am/are not a “U.S. Person” (as defined in Regulation S), and (iii) is/are acquiring the Rights Entitlement and/or the Equity Shares in an offshore transaction meeting the requirements of Regulation S. I/We acknowledge that we, the Lead Manager, their affiliates and others will rely upon the truth and accuracy of the foregoing representations and agreements.”

Those who are making the Application otherwise than on original CAF shall not be entitled to renounce their rights and should not utilize the original CAF for any purpose including renunciation even if it is received subsequently. If the Eligible Equity Shareholder violates such requirements, he/she shall face the risk of rejection of both the Applications. The Company shall refund such Application Money to the Investor without any interest thereon. Last date for Application

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The last date for submission of the duly filled in Application Forms is [●], which is the Issue Closing Date. The Board may extend the said date for such period as it may determine from time to time, subject to the Issue Period not exceeding 30 days. The last date for receiving requests for SAFs is [●]. If the Application Form together with the amount payable is not received by the Banker to the Issue/Registrar to the Issue on or before the close of banking hours on the Issue Closing Date or such date as may be extended by the Board, the invitation to offer contained in the Letter of Offer shall be deemed to have been declined and the Board shall be at liberty to dispose of the Equity Shares hereby offered, as provided under the section titled “ Basis of Allotment” on page 414 of this Draft Letter of Offer. PROCEDURE FOR APPLICATION THROUGH THE ASBA PROCESS This section is for the information of the ASBA Applicants proposing to subscribe to the Issue through the ASBA Process. The Company and the Lead Managers are not liable for any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of the Letter of Offer. Eligible Equity Shareholders who are eligible to apply under the ASBA Process are advised to make their independent investigations and to ensure that the CAF is correctly filled up. The list of banks which have been notified by SEBI to act as SCSBs for the ASBA Process is provided on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries or such other website as may be prescribed by the SEBI from time to time. For more information on Designated Branches of SCSBs collecting the CAF, see the abovementioned SEBI link. Eligible Equity Shareholders who are eligible to apply under the ASBA Process All Applicants that are QIBs and Applicants whose Application Money exceeds ` 2,00,000, can participate in the Issue only through the ASBA Process. The Applicants that are not QIBs and Non-Institutional investors and whose Application Money is not more than ` 2,00,000 can participate in the Issue through either the ASBA process or the non-ASBA process. Eligible Equity Shareholders shall qualify for Applications through the ASBA Process, if they: • hold the Equity Shares in dematerialised form as on the Record Date and have applied towards his/her

Rights Entitlements or additional Equity Shares in the Issue in dematerialised form; • have not renounced his/her Rights Entitlements in full or in part; • are not in the United States and are eligible under applicable securities laws to subscribe for the Rights

Entitlements and Equity Shares in the Issue; • are not a Renouncee; and • are applying through a bank account maintained with SCSBs. CAF The Registrar to the Issue will dispatch the CAF to all Eligible Equity Shareholders as per their Rights Entitlement on the Record Date for the Issue. Those Eligible Equity Shareholders who wish to apply through the ASBA payment mechanism will have to select for this mechanism in Part A of the CAF and provide necessary details. Eligible Equity Shareholders desiring to use the ASBA Process are required to submit their Applications by selecting the ASBA Option in Part A of the CAF only. Application in electronic mode will only be available with such SCSBs who provide such facility. The Eligible Equity Shareholders shall submit the CAF to the SCSB for authorising such SCSB to block an amount equivalent to the Application Money in the said ASBA Account. More than one ASBA Applicant may apply using the same ASBA Account, provided that the SCSBs will not accept a total of more than five CAFs with respect to any single ASBA Account. Acceptance of the Issue

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You may accept the Issue and apply for the Equity Shares either in full or in part, by filling Part A of the respective CAFs sent by the Registrar to the Issue, selecting the ASBA process option in Part A of the CAF and submit the same to the SCSB before the close of the banking hours on or before the Issue Closing Date or such extended time as may be specified by the Board in this regard. Options available to the Eligible Equity Shareholders applying under the ASBA Process The summary of options available to the Eligible Equity Shareholders is presented below. You may exercise any of the following options with regard to the Equity Shares, using the respective CAFs received from the Registrar to the Issue: Option Available Action Required

1. Accept whole or part of your Rights Entitlement without renouncing the balance.

Fill in and sign Part A of the CAF (All joint holders must sign)

2. Accept your Rights Entitlement in full and apply for additional Equity Shares.

Fill in and sign Part A of the CAF including Block III relating to the acceptance of entitlement and Block IV relating to additional Equity Shares (All joint holders must sign)

The Eligible Equity Shareholders applying under the ASBA Process will need to select the ASBA option process in the CAF and provide required necessary details. However, in cases where this option is not selected, but the CAF is tendered to the SCSBs with the relevant details required under the ASBA process option and the SCSBs block the requisite amount, then such CAFs would be treated as if the Eligible Equity Shareholder have selected to apply through the ASBA process option. Additional Equity Shares under ASBA process You are eligible to apply for additional Equity Shares over and above the number of Equity Shares that you are entitled to, provided that you are eligible to apply for Equity Shares under applicable law and you have applied for all the Equity Shares (as the case may be) offered without renouncing them in whole or in part in favour of any other person(s). Applications for additional Equity Shares shall be considered and Allotment shall be made at the sole discretion of the Board, in consultation with the Designated Stock Exchange and in the manner prescribed under the section titled “Basis of Allotment” on page 414 of this Draft Letter of Offer. Renunciation under the ASBA Process Renouncees cannot participate in the ASBA Process. Application on Plain Paper under ASBA process An Eligible Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF and who is applying under the ASBA Process may make an Application to subscribe to the Issue on plain paper and the Eligible Equity Shareholders should send the same by registered post directly to the SCSB. Applications on plain paper will not be accepted from any address outside India. The envelope should be super-scribed “Asahi India Glass Limited – Rights Issue” and should be postmarked in India. The Application on plain paper, duly signed by the Eligible Equity Shareholders including joint holders, in the same order and as per the specimen recorded with the Company/Depositories, must reach the office of the Registrar to the Issue before the Issue Closing Date and should contain the following particulars: • Name of Issuer, being ‘Asahi India Glass Limited’; • Name and address of the equity shareholder including joint holders; • Registered Folio Number/DP and Client ID no.; • Number of Equity Shares held as on Record Date; • Number of Equity Shares entitled to; • Number of Equity Shares applied for; • Number of additional Equity Shares applied for, if any;

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• Total number of Equity Shares applied for; • Application Amount at the rate of ` [●] per Equity Share; • Details of the ASBA Account such as the account number, name, address and branch of the relevant SCSB; • In case of NR Eligible Equity Shareholders, details of the NRE/FCNR/NRO account such as the account

number, name, address and branch of the SCSB with which the account is maintained; • Except for Applications on behalf of the Central or State Government, residents of Sikkim and the officials

appointed by the courts, PAN number of the Eligible Equity Shareholder and for each Eligible Equity Shareholder in case of joint names, irrespective of the total value of the Equity Shares applied for pursuant to the Issue; and

• In case of joint holders, signatures of Eligible Equity Shareholders to appear in the same sequence and order as they appear in the records of the Company or depository records.

• Additionally, all such applicants are deemed to have accepted the following:

“I/We understand that neither the Rights Entitlement nor the Equity Shares have been, and will be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) or any United States state securities laws, and may not be offered, sold, resold or otherwise transferred within the United States or to the territories or possessions thereof (the “United States”) or to, or for the account or benefit of a “U.S. Persons” (as defined in Regulation S of the US Securities Act (“Regulation S”)). I/we understand the Equity Shares referred to in this application are being offered in India but not in the United States. I/we understand the offering to which this application relates is not, and under no circumstances is to be construed as, an offering of any Equity Shares or Rights Entitlement for sale in the United States, or as a solicitation therein of an offer to buy any of the said Equity Shares or Rights Entitlement in the United States. Accordingly, I/we understand this application should not be forwarded to or transmitted in or to the United States at any time. I/we understand that neither us, nor the Registrar, the Lead Managers or any other person acting on behalf of us will accept subscriptions from any person, or the agent of any person, who appears to be, or who we, the Registrar, the Lead Managers or any other person acting on behalf of us have reason to believe is, a resident of the United States or “U.S. Person” (as defined in Regulation S) or is ineligible to participate in the Issue under the securities laws of their jurisdiction. I/We will not offer, sell or otherwise transfer any of the Equity Shares which may be acquired by us in any jurisdiction or under any circumstances in which such offer or sale is not authorized or to any person to whom it is unlawful to make such offer, sale or invitation except under circumstances that will result in compliance with any applicable laws or regulations. We satisfy, and each account for which we are acting satisfies, all suitability standards for investors in investments of the type subscribed for herein imposed by the jurisdiction of our residence. I/We understand and agree that the Rights Entitlement and Equity Shares may not be reoffered, resold, pledged or otherwise transferred except in an offshore transaction in compliance with Regulation S, or otherwise pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. I/We (i) am/are, and the person, if any, for whose account I/we am/are acquiring such Rights Entitlement and/or the Equity Shares is/are, outside the United States, (ii) am/are not a “U.S. Person” (as defined in Regulation S), and (iii) is/are acquiring the Rights Entitlement and/or the Equity Shares in an offshore transaction meeting the requirements of Regulation S. I/We acknowledge that Company, the Lead Manager, their affiliates and others will rely upon the truth and accuracy of the foregoing representations and agreements.”

Option to receive Equity Shares in Dematerialized Form ELIGIBLE EQUITY SHAREHOLDERS UNDER THE ASBA PROCESS MAY NOTE THAT THE EQUITY SHARES UNDER THE ASBA PROCESS CAN BE ALLOTTE D ONLY IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCO UNT IN WHICH THE EQUITY SHARES ARE HELD BY SUCH ASBA APPLICANT ON TH E RECORD DATE. General instructions for Eligible Equity Shareholders applying under the ASBA Process

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(a) Read the instructions printed on the respective CAF carefully. (b) Applicants that are QIBs and other Applicants whose Application Money exceeds ̀ 2,00,000 can

participate in the Issue only through the ASBA process. The Eligible Equity Shareholders who are not QIBs and Non Institutional investors and whose Application Money is not more than ` 2,00,000 can participate in the Issue through either the ASBA process or the non ASBA process.

(c) Application made on the printed CAF should be completed in all respects. The CAF found incomplete with

regard to any of the particulars required to be given therein, and/or which are not completed in conformity with the terms of the Letter of Offer are liable to be rejected. The CAF must be filled in English. In case of non receipt of CAF, Application can be made on plain paper mentioning all necessary details as mentioned under the section titled “Application on Plain Paper” on page 403 of this Draft Letter of Offer.

(d) The CAF in the ASBA Process should be submitted at a Designated Branch of the SCSB and whose bank

account details are provided in the CAF and not to the Bankers to the Issue/Collecting Banks (assuming that such Collecting Bank is not a SCSB), to the Company or Registrar to the Issue or the Lead Managers to the Issue. Plain-paper Applications are to be submitted with the Registrar to the Issue.

(e) All Applicants, and in the case of Application in joint names, each of the joint Applicants, should mention

his/her PAN number allotted under the Income-Tax Act, 1961, irrespective of the amount of the Application. Except for Applications on behalf of the Central or State Government, the residents of Sikkim and the officials appointed by the courts, Application Forms without PAN will be considered incomplete and are liable to be rejected. With effect from 16 August 2010, the demat accounts for Eligible Equity Shareholders for which PAN details have not been verified shall be “suspended credit” and no allotment and credit of Equity Shares pursuant to the Issue shall be made into the accounts of such Eligible Equity Shareholders.

(f) All payments will be made by blocking the amount in the ASBA Account. Cash payment is not acceptable.

In case payment is affected in contravention of this, the Application may be deemed invalid and the Application Money will be refunded and no interest will be paid thereon.

(g) Signatures should be either in English or Hindi or in any other language specified in the Eighth Schedule to

the Constitution of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary Public or a Special Executive Magistrate under his/her official seal. The Eligible Equity Shareholders must sign the CAF as per the specimen signature recorded with the Company and/or Depositories.

(h) In case of joint holders, all joint holders must sign the relevant part of the Application Form in the same

order and as per the specimen signature(s) recorded with the Company/Depositories. In case of joint Applicants, reference, if any, will be made in the first Applicant’s name and all communication will be addressed to the first Applicant.

(i) All communication in connection with Application for the Equity Shares, including any change in address

of the Eligible Equity Shareholders should be addressed to the Registrar to the Issue prior to the date of Allotment in this Issue quoting the name of the first/sole applicant Eligible Equity Shareholder, folio numbers and CAF number.

(j) Only the person or persons to whom the Equity Shares have been offered and not renouncee(s) shall be

eligible to participate under the ASBA process. (k) Only persons outside the United States and who are eligible to subscribe for Rights Entitlement and Equity

Shares under applicable securities laws are eligible to participate.

(l) Only the Equity Shareholders holding shares in dematerialized form are eligible to participate through ASBA process.

Do’s: (a) Ensure that the ASBA Process option is selected in part A of the CAF and necessary details are filled in. In

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case of non-receipt of CAF, Application can be made on plain paper mentioning all necessary details as mentioned under the section titled “ Application on Plain Paper” on page 403 of this Draft Letter of Offer.

(b) Ensure that you submit your Application in physical mode only. Electronic mode is only available with

certain SCSBs and not all SCSBs and you should ensure that your SCSB offers such facility to you. (c) Ensure that the details about your DP and beneficiary account are correct and the beneficiary account is

activated as Equity Shares will be allotted in the dematerialized form only. (d) Ensure that the CAFs are submitted at the SCSBs and details of the correct bank account have been

provided in the CAF. (e) Ensure that there are sufficient funds (equal to the Application Money {number of Equity Shares as the case

may be applied for} X { the Issue Price of Equity Shares, as the case may be}) available in the ASBA Account before submitting the Application Form to the respective Designated Branch of the SCSB.

(f) Ensure that you have authorised the SCSB for blocking funds equivalent to the Application Money

mentioned in the Application Form, in the ASBA Account, of which details are provided in the CAF and have signed the same.

(g) Ensure that you receive an acknowledgement from the SCSB for your submission of the Application Form

in physical form. (h) Except for Application Forms submitted on behalf of the Central or State Government, residents of Sikkim

and the officials appointed by the courts, each applicant should mention their PAN allotted under the I. T. Act.

(i) Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the

beneficiary account is held with the DP. In case the Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the Application Form.

(j) Ensure that the demographic details of these Eligible Equity Shareholders such as address, bank account

details for printing on refund orders and occupation (“Demographic Details”)s are updated, true and correct, in all respects.

(k) Ensure that you apply through ASBA process if you are a QIB or Non Institutional investors or if you are

an Applicant whose Application Money exceeds ` 2,00,000. (l) Ensure that the account holder in whose bank account the funds are to be blocked has signed authorizing

such funds to be blocked.

Don’ts: (a) Do not apply if you are in the United States or are not eligible to participate in the Issue under the securities

laws applicable to your jurisdiction. (b) Do not apply on duplicate CAF after you have submitted a CAF to a Designated Branch of the SCSB. (c) Do not apply through a CAF, as well as a plain-paper Application for additional Equity Shares, renunciation

or any other purpose. (d) Do not pay the Application Money in cash, by money order or by postal order. (e) Do not send your physical CAFs to the Lead Managers to Issue/Registrar to the Issue/Collecting Banks

(assuming that such Collecting Bank is not a SCSB)/to a branch of the SCSB which is not a Designated Branch of the SCSB/Company; instead submit the same to a Designated Branch of the SCSB only.

(f) Do not instruct your respective banks to release the funds blocked under the ASBA Process.

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(g) Do not submit more than five CAFs per ASBA Account; (h) Do not apply through non ASBA process if you are a QIB or Non Institutional investors or if you are an

Applicant whose Application Money exceeds ` 2,00,000. Grounds for Technical Rejection under the ASBA Process In addition to the grounds listed under “Grounds for Technical Rejection” on page 420, Applications under the ABSA Process are liable to be rejected on the following grounds: (a) Application for Rights Entitlements or additional Equity Shares in physical form.

(b) DP ID and Client ID mentioned in CAF not matching with the DP ID and Client ID records available with the Registrar to the Issue.

(c) Sending CAF to the Lead Manager/Registrar to the Issue/Collecting Bank (assuming that such Collecting Bank is not a SCSB) /to a branch of a SCSB which is not a Designated Branch of the SCSB/Company.

(d) Renouncee applying under the ASBA Process.

(e) Submission of more than five CAFs per ASBA Account.

(f) Insufficient funds are available with the SCSB for blocking the amount equivalent to the Application Money.

(g) Funds in the ASBA Account whose details are mentioned in the CAF having been frozen pursuant to regulatory orders.

(h) Account holder not signing the Application Form or declaration mentioned therein.

(i) CAFs that do not include the certification set out in the CAF to the effect that the subscriber does not have a registered address (and is not otherwise located) in the United States and is authorized to acquire the rights and the securities in compliance with all applicable laws and regulations.

(j) Application Forms which have evidence of being executed in/dispatched from the United States and other restricted jurisdictions.

(k) Applications by Applicants, that are QIBs, or Applicants whose Application Money exceeds ` 2,00,000

who are eligible to apply through the ASBA Process, made through the non-ASBA Process. (l) Applications by Applicants ineligible to make Applications through the ASBA Process, made through the

ASBA Process. (m) The Application by an Eligible Equity Shareholder whose cumulative value of Equity Shares applied for is

more than ̀ 200,000 but has applied separately through split CAFs of less than ` 200,000 and has not done so through the ASBA process.

(n) Multiple CAFs, including cases where an Applicant submits CAFs along with a plain paper Application. (o) ASBA Bids by SCSB on own account, other than through an ASBA Account in its own name with any

other SCSB Depository account and bank details for Eligible Equity Shareholders applying under the ASBA Process IT IS MANDATORY FOR ALL THE ELIGIBLE EQUITY SHAREHO LDERS APPLYING UNDER THE ASBA PROCESS TO RECEIVE THEIR EQUITY SHARES IN DEMATERIALISED FORM AND TO THE SAME DEPOSITORY ACCOUNT IN WHICH THE EQUITY SHARES ARE HELD BY THE

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ELIGIBLE EQUITY SHAREHOLDER AS ON THE RECORD. ALL E LIGIBLE EQUITY SHAREHOLDERS APPLYING UNDER THE ASBA PROCESS SHOULD MENTION THEIR DP’S NAME, DP IDENTIFICATION NUMBER AND BENEFICIARY ACCO UNT NUMBER IN THE APPLICATION FORM. ELIGIBLE EQUITY SHAREHOLDERS APPL YING UNDER THE ASBA PROCESS MUST ENSURE THAT THE NAME GIVEN IN THE APPL ICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUN T IS HELD. IN CASE THE APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SH OULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT N AMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE APPLICATION FO RM. Eligible Equity Shareholders applying under the ASBA Process should note that on the basis of name of these Eligible Equity Shareholders, DP’s name and Identification Number and beneficiary account number provided by them in the Application Form, the Registrar to the Issue will obtain from the Depository Demographic Details. Hence, Eligible Equity Shareholders applying under the ASBA Process should carefully fill in their Depository Account details in the Application Form. These Demographic Details would be used for all correspondence with such Eligible Equity Shareholders including mailing of the letters intimating unblocking of the amount in the relevant ASBA Account of the respective Eligible Equity Shareholder. The Demographic Details given by the Eligible Equity Shareholders in the Application Form would not be used for any other purposes by the Registrar to the Issue. Hence, Eligible Equity Shareholders are advised to update their Demographic Details as provided to their DPs. By signing the Application Forms, the Eligible Equity Shareholders applying under the ASBA Process would be deemed to have authorised the Depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. Letters intimating Allotment and unblocking of the amount in the relevant ASBA Account of the respective Eligible Equity Shareholder or refund (if any) would be mailed at the address of the Eligible Equity Shareholder applying under the ASBA Process as per the Demographic Details received from the Depositories. Refunds, if any, will be made directly to the bank account linked to the DP ID. Eligible Equity Shareholders applying under the ASBA Process may note that delivery of letters intimating unblocking of the amount in the relevant ASBA Account of the respective Eligible Equity Shareholder may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In such an event, the address and other details given by the Eligible Equity Shareholder in the Application Form would be used only to ensure dispatch of letters intimating unblocking of the amount in the relevant ASBA Account of the respective Eligible Equity Shareholder. Note that any such delay shall be at the sole risk of the Eligible Equity Shareholders applying under the ASBA Process and none of the Company, the SCSBs, the Registrar to the Issue or the Lead Managers shall be liable to compensate the Eligible Equity Shareholder applying under the ASBA Process for any losses caused due to any such delay or liable to pay any interest for such delay. In case no corresponding record is available with the Depositories that matches three parameters, (a) names of the Eligible Equity Shareholders (including the order of names of joint holders), (b) the DP ID and (c) the beneficiary account number, then such applications are liable to be rejected. Modes of Payment Mode of payment for Resident Investors • All cheques/demand drafts accompanying the Application Form should be drawn in favour of “[●]” crossed

‘A/c Payee only’ and should be submitted along with the Application Form to the Bankers to the Issue/Collecting Bank or to the Registrar to the Issue, as the case may be;

• Investors residing at places other than places where the bank collection centers have been opened by the

Company for collecting Applications, are requested to send their Application Forms together with an account payee cheque drawn at par demand draft for the full Application Money, net of bank and postal charges drawn in favour of “[●]”, crossed ‘A/c Payee only’ and payable at Mumbai directly to the Registrar

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to the Issue by registered post so as to reach them on or before the Issue Closing Date. The Company or the Registrar to the Issue will not be responsible for postal delays or loss of Applications in transit, if any.

• The Eligible Equity Shareholder applying under the ASBA Process agrees to authorize the SCSB to block

an amount equivalent to the Application Money in the relevant ASBA Account at the time of submission of the CAF. After verifying that sufficient funds are available in the ASBA Account details of which are provided in the CAF, the SCSB shall block an amount equivalent to the Application Money mentioned in the CAF until it receives instructions from the Registrar to the Issue. Upon receipt of intimation from the Registrar to the Issue, the SCSBs shall transfer such amount as per the Registrar to the Issue’s instruction from the ASBA Account. This amount will be transferred in terms of the SEBI ICDR Regulations, into the separate bank account maintained by the Company as per the provisions of Section 73(3) of the Companies Act. The balance amount remaining in the ASBA Accounts after the finalisation of the basis of Allotment shall be unblocked by the SCSBs on the basis of the instructions issued in this regard by the Registrar to the Issue and the Lead Managers to the respective SCSB. The Eligible Equity Shareholder applying under the ASBA Process would be required to give instruction to block the entire Application Money at the time of the submission of the CAF. The SCSB may reject the Application at the time of acceptance of CAF if the ASBA Account details of which have been provided by the Eligible Equity Shareholder in the CAF does not have sufficient funds equivalent to the Application Money mentioned in the CAF. Subsequent to the acceptance of the Application by the SCSB, the Company would have a right to reject the Application only on technical grounds.

Mode of payment for NR Investors As regards the Application by NR Investor, the following conditions shall apply: • Individual NRI Applicants who are permitted to subscribe for Equity Shares by applicable local securities

laws can obtain Application Forms from the Registrar to the Issue at the following address:

LINK INTIME INDIA PRIVATE LIMITED C - 13, Pannalal Silk Mills Compound LBS Marg, Bhandup (West) Mumbai - 400 078 Tel: +91 22 2596 7878 Fax: +91 22 2596 0329 E-mail: [email protected] Website: www.linkintime.co.in Contact Person: Mr. Pravin Kasare

• Applications will not be accepted from NRI in the United States or its territories and possessions, or any

other jurisdiction where the offer or sale of the Rights Entitlements and Equity Shares may be restricted by applicable securities laws.

• All NR Investors should draw the cheques/demand drafts in favour of “[●] – Rights Issue - NR”, crossed

“Account Payee Only” for the Application Money, net of bank and postal charges and which should be submitted along with the Application Forms to the Bankers to the Issue/collection centres or to the Registrar to the Issue.

• NR Investors applying from places other than places where the bank collection centres have been opened by

the Company for collecting Applications, are requested to send their Application Forms together with cheques payable at par/demand drafts for the full Application Money, net of bank and postal charges drawn in favour of “[●] – Rights Issue - NR”, crossed “Account Payee Only” and postmarked in India payable at Mumbai directly to the Registrar to the Issue by registered post so as to reach them on or before the Issue Closing Date. The Company or the Registrar to the Issue will not be responsible for postal delays or loss of Applications in transit, if any.

• Payment by NRs must be made by demand draft payable at Mumbai/cheque payable at par or funds

remitted from abroad in any of the following ways:

Application with repatriation benefits

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• By the ASBA Process, from an ASBA Account maintained with an SCSB; • By Indian Rupee drafts purchased from abroad and payable at Mumbai or funds remitted from abroad

(submitted along with Foreign Inward Remittance Certificate); or • By cheque/draft drawn on an NRE or FCNR Account maintained in Mumbai; or • By Rupee draft purchased by debit to NRE/FCNR Account maintained elsewhere in India and payable

in Mumbai.

If the payment is made by a draft purchased from NRE/FCNR account, as the case may be, an account debit certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE/FCNR account. FIIs registered with SEBI must utilise funds from special non-resident rupee account. NR Investors applying with repatriation benefits should draw cheques/drafts in favor of “[●] – Rights Issue - NR” and must be crossed as “Account Payee Only” for the full Application Money, net of bank and postal charges.

Application without repatriation benefits

• By the ASBA Process, from an ASBA Account maintained with an SCSB; • As far as NRs holding Equity Shares on non-repatriation basis are concerned, in addition to the modes

specified above, payment may also be made by way of cheque drawn on NRO Account maintained in Mumbai or Rupee Draft purchased out of NRO Account maintained elsewhere in India but payable at Mumbai.

• Applicants should note that where payment is made through drafts purchased from NRE/FCNR/NRO

accounts as the case may be, an account debit certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE/ FCNR/ NRO account should be enclosed with the Application Form. In the absence of such an account debit certificate, the Application shall be considered incomplete and is liable to be rejected.

• All cheques/drafts submitted by NRs applying on a non-repatriation basis should be drawn in favor of

“ [●] – Rights Issue - R” and must be crossed as “Account Payee Only” for the full Application Money, net of bank and postal charges. The Application Forms duly completed together with the Application Money must be deposited before the close of banking hours on or before the Issue Closing Date. If Application is made through CAF, the Collecting Bank shall be indicated on the reverse of the CAFs. A separate cheque or bank draft must accompany each CAF.

• An Eligible Equity Shareholder whose status has changed from resident to NR should open a new

demat account reflecting the changed status. • Any Application from a demat account which does not reflect the accurate status of the Applicant are

liable to be rejected at the sole discretion of the Company and the Lead Manager. Notes:

• In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the

investment in Equity Shares can be remitted outside India, subject to tax, as applicable according to the IT Act.

• In case Equity Shares are allotted on a non-repatriation basis, the dividend and sale proceeds of the Equity

Shares cannot be remitted outside India. • In case of an Application received from NRs, Allotment, refunds and other distribution, if any, will be made

in accordance with the guidelines/ rules prescribed by RBI as applicable at the time of making such Allotment, remittance and subject to necessary approvals.

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• Applications received from NRs/NRIs, or persons of Indian origin residing abroad for Allotment of Equity

Shares shall, inter alia, be subject to conditions, as may be imposed from time to time by the RBI under the FEMA, in respect of matters including Refund of Application Money, Allotment of Equity Shares, subsequent issue and allotment of Equity Shares, interest and export of share certificates.

Underwriting Our Company is currently contemplating entering into an underwriting agreement with underwriters for underwriting this Issue. The details of such underwriting agreement, if entered into, shall be included in the Letter of Offer to be filed with the Stock Exchanges pursuant to receipt of SEBI’s observations on this Draft Letter of Offer. Our Company shall ensure that the underwriters appointed shall have sufficient resources to enable them to discharge their underwriting obligations in full. Issue Schedule

Issue Opening Date: [●]

Last date for receiving requests for SAFs: [●]

Issue Closing Date: [●]

The Board may however decide to extend the Issue period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date. Basis of Allotment Subject to the provisions contained in the Letter of Offer, the Articles of Association and the approval of the Designated Stock Exchange, the Board will proceed to Allot the Equity Shares in the following order of priority: (a) Full Allotment to those Investors who have applied for their Rights Entitlement either in full or in part and

also to the Renouncee(s) who has/have applied for Equity Shares renounced in their favour, in full or in part.

(b) Investors whose fractional entitlements are being ignored would be given preference in allotment of one

additional Equity Share each if they apply for additional Equity Share. Allotment under this head shall be considered if there are any unsubscribed Equity Shares after allotment under (a) above. If number of Equity Shares required for allotment under this head are more than number of Equity Shares available after allotment under (a) above, the Allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange.

(c) Allotment to the Investors who having applied for all the Equity Shares offered to them as part of the Issue

and have also applied for additional Equity Shares. The Allotment of such additional Equity Shares will be made as far as possible on an equitable basis having due regard to the number of Equity Shares held by them on the Record Date, provided there are any unsubscribed Equity Shares after making full Allotment in (a) and (b) above. The Allotment of such Equity Shares will be at the sole discretion of the Board in consultation with the Designated Stock Exchange, as a part of the Issue and will not be a preferential allotment.

(d) Allotment to Renouncees who having applied for all the Equity Shares renounced in their favour, have

applied for additional Equity Shares provided there is surplus available after making full Allotment under (a), (b) and (c) above. The Allotment of such Equity Shares will be at the sole discretion of the Board in consultation with the Designated Stock Exchange, as a part of the Issue and not preferential allotment.

The Promoters, namely Mr. B.M. Labroo, Mr. Sanjay Labroo, Asahi Glass Co. Limited, Japan and Maruti Suzuki India Limited have, through their letters, dated February 4, 2013, February 4, 2013, January 28, 2013 and January 30, 2013 respectively confirmed/expresses their intention to the following:

(a) Mr. B.M. Labroo and Mr. Sanjay Labroo (collectively referred to as the “Labroo Family”)

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The Labroo Family shall fully subscribe for their Rights Entitlement pursuant to the Issue. The Labroo Family reserves the right to subscribe for their Rights Entitlement either by themselves and/or through one or more entities controlled by them, including, by subscribing for Equity Shares pursuant to any renunciation made by any member of the Promoter Group to another member of the Promoter Group. The Labroo Family intends to apply for Equity Shares of the Company in addition to their Rights Entitlement to the extent of undersubscribed portion of the Issue (“Undersubscribed Shares”), subject to (a) obtaining any approvals required under applicable law; and (b) them not crossing the threshold limit under Regulations 3(1), 3(2) read along with 3(3) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. Such subscription for Equity Shares over and above the Labroos Family’s Rights Entitlement, if allotted, may result in an increase in their percentage shareholding. Such acquisition by the Labroo Family of additional Equity Shares of the Company shall not result in a change of control of the management of the Company. The subscription by the Labroo Family and/or members of the Promoter Group of the Equity Shares in the Issue and the allotment of the Equity Shares will not be in breach of minimum public shareholding requirement specified under Clause 40A of the Listing Agreement. Further, individuals/entities belonging to the Promoter Group and holding Equity Shares in the Company have undertaken that they shall either subscribe to the Equity Shares upto their entitlement pursuant to the Issue or renounce such Equity Shares in favour of Mr. Sanjay Labroo and/or his nominee only.



(c) Maruti Suzuki India Limited (“MSIL”) MSIL shall fully subscribe for its Rights Entitlement pursuant to the Rights Issue. MSIL reserves the right

to subscribe for its Rights Entitlement either by itself and/or through one or more entities controlled by MSIL, including by subscribing for Equity Shares pursuant to any renunciation made by any member of its promoter group. The subscription by MSIL of the Equity Shares in the Rights Issue and the allotment of the Equity Shares will not be in breach of minimum public shareholding requirement specified under Clause 40A of the Listing Agreement. MSIL shall subscribe to its Rights Entitlement only pursuant to the Rights Issue, and not subscribe to any additional Equity Shares over and above its Rights Entitlement to the extent of the undersubscribed portion of the Rights Issue.

As such, other than meeting the requirements indicated in the section titled “Objects of the Issue” on page 73 of this Draft Letter of Offer, there is no other intention or purpose for the Issue, including any intention to delist the Company, even if, as a result of Allotment to the Promoters and members of the Promoter Group pursuant to the Issue, the Promoter and the members of the Promoter Group exceeds their current shareholding.

Allotment Advice/Refund Orders The Company will issue and dispatch Allotment advice/share certificates/demat credit and/or letters of regret

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along with refund order or credit the allotted Equity Shares to the respective beneficiary accounts, if any, within a period of 15 days from the Issue Closing Date. If such money is not repaid within eight days from the day the Company becomes liable to repay it, (i.e. 15 days after the Issue Closing Date or the date of the refusal by the Stock Exchange(s), whichever is earlier) the Company and every Director of the Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to pay the money with interest as prescribed under the Companies Act. Investors residing at centers where clearing houses are managed by the RBI will get refunds through National Electronic Clearing Service (“NECS”) except where Investors have not provided the details required to send electronic refunds, or where the Investors are otherwise disclosed as applicable or eligible to get refunds through direct credit and real-time gross settlement (“RTGS”). In case of those Investors who have opted to receive their Rights Entitlement in dematerialized form using electronic credit under the depository system, advice regarding their credit of the Equity Shares shall be given separately. Investors to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode of credit of refund within 15 days of the Issue Closing Date. In case of those Investors who have opted to receive their Rights Entitlement in physical form and the Company issues letter of Allotment, the corresponding share certificates will be kept ready within three months from the date of Allotment thereof or such extended time as may be approved by the Company Law Board under Section 113 of the Companies Act or other applicable provisions, if any. Investors are requested to preserve such letters of Allotment, which would be exchanged later for the share certificates. Any letter of allotment/refund order would be sent by registered post/speed post to the sole/first Investor’s registered address. Such refund orders would be payable at par at all places where the applications were originally accepted. The same would be marked ‘Account Payee only’ and would be drawn in favour of the sole/first Investor. Adequate funds would be made available to the Registrar to the Issue for this purpose. Payment of Refund Mode of making refunds The payment of refund, if any, would be done through any of the following modes: 1. NECS – Payment of refund would be done through NECS for Investors having an account at any centre

where such facility has been made available. This mode of payment of refunds would be subject to availability of complete bank account details including the Magnetic Ink Character Recognition code (the “MICR ”) as appearing on a cheque leaf, from the Depositories/the records of the Registrar to the Issue. The payment of refunds is mandatory for Investors having a bank account at any centre where NECS facility has been made available (subject to availability of all information for crediting the refund through NECS).

2. National Electronic Fund Transfer (the “NEFT”) – Payment of refund shall be undertaken through NEFT

wherever the concerned Investor’s bank has been assigned the Indian Financial System Code (“IFSC”), which can be linked to a MICR, allotted to that particular bank branch. IFSC Code will be obtained from the website of the RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Investors have registered their nine digit MICR number and their bank account number with the Registrar to the Issue or with the DP while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the Investors through this method.

3. Direct Credit – Investors having bank accounts with the Bankers to the Issue shall be eligible to receive

refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne by the Company.

4. RTGS – If the refund amount exceeds ` 2,00,000, the Investors have the option to receive refund through

RTGS. Such eligible Investors who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the Application Form. In the event the same is not provided, refund shall be made through NECS or any other eligible mode. Charges, if any, levied by the refund bank(s) for the same would be borne by the Company. Charges, if any, levied by the Investor’s bank receiving the credit would

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be borne by the Investor. 5. For all other Investors, including such Investors that have not updated their bank particulars with the MICR

code, the refund orders will be dispatched under the refund orders will be dispatched through Speed Post/Registered Post. Such refunds will be made by cheques, pay orders or demand drafts drawn in favour of the sole/first Investor and payable at par.

6. Credit of refunds to Investors in any other electronic manner permissible under the banking laws, which are

in force, and is permitted by the SEBI from time to time. Printing of Bank Particulars on Refund Orders As a matter of precaution against possible fraudulent encashment of refund orders due to loss or misplacement, the particulars of the Investor’s bank account are mandatorily required to be given for printing on the refund orders. Bank account particulars, where available, will be printed on the refund orders/refund warrants which can then be deposited only in the account specified. The Company will in no way be responsible if any loss occurs through these instruments falling into improper hands either through forgery or fraud. Allotment advice/Share Certificates/Demat Credit Allotment advice/share certificates/demat credit or letters of regret will be dispatched to the registered address of the first named Investor or respective beneficiary accounts will be credited within 15 days, from the Issue Closing Date. In case the Company issues Allotment advice, the relative share certificates will be dispatched within three months from the date of the Allotment. Allottees are requested to preserve such allotment advice (if any) to be exchanged later for share certificates. Option to receive Equity Shares in Dematerialized Form Investors shall be allotted the Equity Shares in dematerialized form at the option of the Investor. The Company has signed a tripartite agreement with the National Securities Depository Limited (the “NSDL”) and Link Intime Private Limited dated August 6, 2005 which enables the Investors to hold and trade in Equity Shares in a dematerialized form, instead of holding the Equity Shares in the form of physical certificates. The Company has also signed a tripartite agreement with the Central Depository Services Limited (the “CDSL”) and Link Intime Private Limited dated July 18, 2005, which enables the Investors to hold and trade in Equity Shares in a dematerialized form, instead of holding the Equity Shares in the form of physical certificates. In this Issue, the Allottees who have opted for Equity Shares in dematerialized form will receive their Equity Shares in the form of an electronic credit to their beneficiary account as given in the Application Forms, after verification with a DP. Investor will have to give the relevant particulars for this purpose in the appropriate place in the Application Form. Allotment advice, refund order (if any) would be sent directly to the Investor by the Registrar to the Issue but the Investor’s DP will provide to him the confirmation of the credit of such Equity Shares to the Investor’s depository account. Application Forms, which do not accurately contain this information, will be given the Equity Shares in physical form. No separate Application Forms for Equity Shares in physical and/or dematerialized form should be submitted. If such Applications are made, the Application Forms for physical Equity Shares will be treated as multiple Applications and are liable to be rejected. In case of partial Allotment, Allotment will be done in demat option for the Equity Shares sought in demat and balance, if any, will be allotted in physical Equity Shares. Eligible Equity Shareholders of the Company holding Equity Shares in physical form may opt to receive Equity Shares in the Issue in dematerialized form. INVESTORS MAY NOTE THAT THE EQUITY SHARES OF THE CO MPANY CAN BE TRADED ON THE STOCK EXCHANGES ONLY IN DEMATERIALIZED FORM. The procedure for availing the facility for Allotment of Equity Shares in this Issue in the electronic form is as under: • Open a beneficiary account with any DP (care should be taken that the beneficiary account should carry the

name of the holder in the same manner as is registered in the records of the Company. In the case of joint holding, the beneficiary account should be opened carrying the names of the holders in the same order as registered in the records of the Company). In case of Investors having various folios in the Company with

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different joint holders, the Investors will have to open separate accounts for such holdings. Those Investors who have already opened such beneficiary account(s) need not adhere to this step.

• For Eligible Equity Shareholders already holding Equity Shares of the Company in dematerialized form as

on the Record Date, the beneficial account number shall be provided on the Application Forms. For those who open accounts later or those who change their accounts and wish to receive their Equity Shares pursuant to this Issue by way of credit to such account, the necessary details of their beneficiary account should be filled in the space provided in the Application Forms. It may be noted that the Allotment of Equity Shares arising out of this Issue may be made in dematerialized form even if the original Equity Shares of the Company are not dematerialized. Nonetheless, it should be ensured that the depository account is in the name(s) of the Investors and the names are in the same order as in the records of the Company/Depositories.

The responsibility for correctness of information (including Investor’s age and other details) filled in the Application Form in respect of such information with the Investor’s DP, would rest with the Investor. Investors should ensure that the names of the Investors and the order in which they appear in Application Form should be the same as registered with the Investor’s DP.

If incomplete/incorrect beneficiary account details are given in the Application Form the Investor will get Equity Shares in physical form. The Equity Shares Allotted to Applicants opting for issue in dematerialized form, would be directly credited to the beneficiary account as given in the Application Form after verification. Allotment advice, refund order (if any) would be sent directly to the applicant by the Registrar to the Issue but the Applicant’s DP will provide to him the confirmation of the credit of such Equity Shares to the applicant’s depository account.

Renouncees will also have to provide the necessary details about their beneficiary account for Allotment of Equity Shares in this Issue. In case these details are incomplete or incorrect, the application is liable to be rejected. General instructions for Investors (a) Read the instructions printed on the CAF carefully. (b) Applicants that are QIBs and other Applicants whose Application Money exceeds ̀ 2,00,000 can

participate in the Issue only through the ASBA process. The Investors who are not QIBs and Non Institutional investors and whose Application Money does not exceed ` 2,00,000 can participate in the Issue through either the ASBA process or the non-ASBA process.

(c) Application should be made on the printed CAF, provided by the Company except as mentioned under the

head “ Application on Plain Paper” on page 403 and should be completed in all respects. The Application Forms found incomplete with regard to any of the particulars required to be given therein, and/or which are not completed in conformity with the terms of the Letter of Offer are liable to be rejected and the money paid, if any, in respect thereof will be refunded without interest and after deduction of bank commission and other charges, if any. The Application Form must be filled in English and the names of all the Investors, details of occupation, address, father’s/husband’s name must be filled in block letters.

The Application Form together with the cheque/demand draft should be sent to the Bankers to the Issue/Collecting Bank or to the Registrar to the Issue and not to the Company or the Lead Managers to the Issue. Investors residing at places other than cities where the branches of the Bankers to the Issue have been authorised by the Company for collecting applications, will have to make payment by Demand Draft payable at Mumbai of an amount net of bank and postal charges and send their Application Forms to the Registrar to the Issue by registered post. If any portion of the CAF is detached or separated, such application is liable to be rejected. Applications where separate cheques/demand drafts are not attached for amounts to be paid for Equity Shares are liable to be rejected.

(d) Except for applications on behalf of the Central and State Government, the residents of Sikkim and the

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officials appointed by the courts, all Investors, and in the case of application in joint names, each of the joint Investors, should mention his/her PAN number allotted under the I.T. Act, 1961, irrespective of the amount of the application. Applications without PAN will be considered incomplete and are liable to be rejected.

(e) Eligible Equity Shareholders, holding Equity Shares in physical format, and Renouncees (who are not

Eligible Equity Shareholders holding Equity Shares in demat format) are advised that it is mandatory to provide information as to their savings/current account number and the name of the bank with whom such account is held in the Application Form to enable the Registrar to the Issue to print the said details in the refund orders, if any, after the names of the payees. Application not containing such details is liable to be rejected.

(f) All payment should be made by cheque/demand draft only. Application through the ASBA process as

mentioned at page 405 above is acceptable. Cash payment is not acceptable. In case payment is effected in contravention of this, the application may be deemed invalid and the Application Money will be refunded and no interest will be paid thereon.

(g) Signatures should be either in English or Hindi or in any other language specified in the Eighth Schedule to

the Constitution of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary Public or a Special Executive Magistrate under his/her official seal. The Investors must sign the Application Form as per the specimen signature recorded with the Company and the Depositories.

(h) In case of an application under power of attorney or by a body corporate or by a society, a certified true

copy of the relevant power of attorney or relevant resolution or authority to the signatory to make the relevant investment under this Issue and to sign the application and a copy of the Memorandum and Articles of Association and/or bye laws of such body corporate or society must be lodged with the Registrar to the Issue giving reference of the serial number of the Application Form. In case the above referred documents are already registered with the Company, the same need not be a furnished again. In case these papers are sent to any other entity besides the Registrar to the Issue or are sent after the Issue Closing Date, then the application is liable to be rejected. In no case should these papers be attached to the application submitted to the Bankers to the Issue.

(i) In case of joint holders, all joint holders must sign the relevant part of the Application Form in the same

order and as per the specimen signature(s) recorded with the Company/Depositories. Further, in case of joint Investors who are Renouncees, the number of Investors should not exceed three. In case of joint Investors, reference, if any, will be made in the first Investor’s name and all communication will be addressed to the first Investor.

(j) Application(s) received from NRs/NRIs, or persons of Indian origin residing abroad for Allotment of

Equity Shares shall, inter alia, be subject to conditions, as may be imposed from time to time by the RBI under FEMA, including the regulations relating to QFIs, in the matter of refund of Application Money, Allotment of Equity Shares, subsequent issue and Allotment of Equity Shares, interest, export of share certificates, etc. In case a NR or NRI Investor has specific approval from the RBI, in connection with his shareholding, he should enclose a copy of such approval with the Application Form. Additionally, Applications will not be accepted from NRs/NRIs in the United States or its territories and possessions, or any other jurisdiction where the offer or sale of the Rights Entitlements and Equity Shares may be restricted by applicable securities laws.

(k) All communication in connection with Application for the Equity Shares, including any change in address

of the Investors should be addressed to the Registrar to the Issue prior to the date of Allotment in this Issue quoting the name of the first/sole Investor, folio numbers and CAF number (if the Application is made pursuant to CAF). Any intimation for change of address of Investors, after the date of Allotment, should be sent to the registrar and transfer agents of the Company, in the case of Equity Shares held in physical form and to the respective DP, in case of Equity Shares held in dematerialized form.

(l) SAFs cannot be re-split. (m) Only the person or persons to whom Equity Shares have been offered and not Renouncee(s) shall be

entitled to obtain SAFs.

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(n) Investors must write their CAF number at the back of the cheque/demand draft. (o) Only one mode of payment per application should be used. The payment must be by cheque/demand draft

drawn on any of the banks, including a co-operative bank, which is situated at and is a member or a sub member of the Bankers Clearing House located at the centre indicated on the reverse of the CAF where the application is to be submitted.

(p) A separate cheque/draft must accompany each Application Form. Outstation cheques/demand drafts or

post-dated cheques and postal/money orders will not be accepted and Applications accompanied by such cheques/demand drafts/money orders or postal orders will be rejected. The Registrar to the Issue will not accept payment against Application if made in cash.

(q) No receipt will be issued for Application Money received. The Bankers to the Issue/Collecting

Bank/Registrar to the Issue will acknowledge receipt of the same by stamping and returning the acknowledgment slip at the bottom of the CAF.

(r) The distribution of the Letter of Offer and issue of Equity Shares and Rights Entitlements to persons in

certain jurisdictions outside India may be restricted by legal requirements in those jurisdictions. Persons in the United States and such other jurisdictions are instructed to disregard the Letter of Offer and not to attempt to subscribe for Equity Shares.

(s) Investors are requested to ensure that the number of Equity Shares applied for by them do not exceed the

prescribed limits under applicable laws. Grounds for Technical Rejections Applications are liable to be rejected on technical grounds, including the following: • Amount paid does not tally with the Application Money;

• Bank account details (for refund) are not provided, or available with the depositories or Registrar to the Issue, as the case may be;

• PAN number not given for application of any value, except for Applications on behalf of the Central or State Government, the residents of Sikkim and the officials appointed by the courts;

• In case of Application under power of attorney or by limited companies, corporate, trust, society, relevant documents are not submitted;

• If the signature of the Investor does not match with the one given on the Application Form and for renounce(s) if the signature does not match with the records available with their depositories;

• Applications are not submitted by the Investors within the time prescribed as per the CAF and the Letter of Offer;

• Applications not duly signed by the sole/joint Investors;

• Applications accompanied by Stockinvest;

• In case no corresponding record is available with the depositories that matches three parameters, namely, names of the Investors (including the order of names of joint holders), the Depositary Participant’s identity (DP ID) and the beneficiary’s identity;

• Applications that do not include the certifications set out in the CAF to the effect that, among other thing, the subscriber is not located in the United States and is authorized to acquire the Rights Entitlements and Equity Shares in compliance with all applicable laws and regulations;

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• Applications which have evidence of being executed in/dispatched from the United States or any other jurisdiction where the offer or sale of the Rights Entitlements and Equity Shares may be restricted by applicable securities laws;

• Applications by ineligible NRs (including on account of restriction or prohibition under applicable local laws) and where a registered address in India has not been provided;

• Applications where the Company believes that Application Form is incomplete or acceptance of such Application Form may infringe applicable legal or regulatory requirements;

• In case the GIR number is submitted instead of the PAN;

• Applications by renouncees who are persons not competent to contract under the Indian Contract Act, 1872, including minors, or where age not provided;

• Multiple Applications, including cases where an Investor submits CAFs along with a plain paper application; and

• Applications by Applicants that are QIBs or Applicants whose Application Money exceeds ` 2,00,000, not

through ASBA process. Read the Letter of Offer and the instructions contained therein and in the CAF carefully before submitting an Application Form. The instructions contained in the CAF are an integral part of the Letter of Offer and must be carefully followed. The Application Form is liable to be rejected for any non-compliance of the provisions contained in the Letter of Offer or the CAF. Investment by FIIs In accordance with the current regulations, the following restrictions are applicable for investment by FIIs: The Issue of Equity Shares under this Issue to a single FII should not exceed 10% of the post-issue paid up capital of the Company. In respect of an FII investing in the Equity Shares on behalf of its sub-accounts the investment on behalf of each sub-account shall not exceed 10% of the total paid up capital of the Company. The Equity Shareholders of the Company have not passed a special resolution to increase Equity Shareholding of FIIs beyond 24%. Accordingly, the Allotment of Equity Shares to FIIs would remain restricted to 24% of the post-Issue paid-up Equity Share capital of the Company. Applications will not be accepted from FIIs in the United States or its territories and possessions, or any other jurisdiction where the offer or sale of the Rights Entitlements and Equity Shares may be restricted by applicable securities laws. Applicants that are QIBs and other Applicants whose Application Money exceeds ` 2,00,000 can participate in the Issue only through the ASBA process. The Investors who are not QIBs and Non Institutional investors and whose Application Money does not exceed ` 2,00,000 can participate in the Issue through either the ASBA process or the non-ASBA process. Investment by NRIs Investments by NRIs are governed by the Portfolio Investment Scheme under Regulation 5(3)(i) of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. Applications will not be accepted from NRIs in the United States or its territories and possessions, or any other jurisdiction where the offer or sale of the Rights Entitlements and Equity Shares may be restricted by applicable securities laws. Investors that are NRIs should note that Applications where a registered address is not provided in India are liable to be rejected. NRI Applicants may please note that only such Applications as are accompanied by payment in free foreign exchange shall be considered for Allotment under the reserved category. The NRI Applicants who intend to make payment through NRO accounts shall use the Application Form meant for resident Indians and shall not

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use the Application Forms meant for reserved category. Procedure for Applications by Mutual Funds The Applications made by asset management companies or custodians of a mutual fund should clearly indicate the name of the concerned scheme for which the application is being made. A separate Application can be made in respect of each scheme of an Indian mutual fund registered with the SEBI and such applications shall not be treated as multiple applications, provided that such Applications clearly indicate the scheme for which such Application is submitted. Applicants that are QIBs and other Applicants whose Application Money exceeds ` 2,00,000 can participate in the Issue only through the ASBA process. The Investors who are not QIBs and Non Institutional investors and whose Application Money does not exceed ` 2,00,000 can participate in the Issue through either the ASBA process or the non-ASBA process. No Mutual Fund scheme may invest more than 10% of its net asset value in equity shares or equity related instruments of any company, provided that the limit of 10% will not apply to investments in index funds or sector or industry specific funds. No Mutual Fund under all its schemes may own over 10% of any company’s paid-up share capital carrying voting rights. Investment by QFIs In terms of circulars dated January 13, 2012, SEBI has permitted investment by QFIs in Indian equity issues, including in rights issues. A QFI can invest in the Issue through its DP with whom it has opened a demat account. No single QFI can hold more than 5% of paid up equity capital of the company at any point of time. Further, aggregate shareholding of all QFIs shall not exceed 10% of the paid up equity capital of the Company at any point of time. Applications will not be accepted from QFIs in restricted jurisdictions. QFI applicants which are QIBs or whose Application Money exceeds ̀ 2,00,000 can participate in the Issue only through the ASBA process. Impersonation As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of sub-Section (1) of section 68A of the Companies Act which is reproduced below: “ Any person who makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years”. Dematerialized dealing The Company has entered into agreements dated August 6, 2005 and July 18, 2005 with NSDL and CDSL, respectively, and its Equity Shares bear the ISIN INE439A01020. Payment by Stockinvest In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003-04 dated 5 November 2003, the Stockinvest Scheme has been withdrawn. Hence, payment through Stockinvest would not be accepted in this Issue. Disposal of Application and Application Money No acknowledgment will be issued for the Application Money received by the Company. However, the Bankers to the Issue/Registrar to the Issue receiving the CAF will acknowledge its receipt by stamping and returning the acknowledgment slip at the bottom of each CAF.

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The Board reserves its full, unqualified and absolute right to accept or reject any application, in whole or in part, and in either case without assigning any reason thereto. In case an application is rejected in full, the whole of the Application Money received will be refunded. Wherever an application is rejected in part, the balance of Application Money, if any, after adjusting any money due on Equity Shares allotted, will be refunded to the Investor within a period of 15 days from the Issue Closing Date. If such money is not repaid within eight days from the day the Company becomes liable to repay it, the Company and every Director of the Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to repay the money with interest as prescribed under the Companies Act. For further instructions, read the CAF carefully. Utilisation of Issue Proceeds The Board declares that: (i) All monies received pursuant to the Issue will be transferred in terms of the SEBI ICDR Regulations, into

the separate bank account maintained by the Company as per the provisions of the Companies Act; (ii) Details of all monies utilized out of the Issue shall be disclosed, and continue to be disclosed till the time

any part of the Issue Proceeds remains unutilized, under an appropriate separate head in the balance sheet of the Company indicating the purpose for which such monies have been utilized;

(iii) Details of all unutilized monies out of the Issue, if any, shall be disclosed under an appropriate separate

head in the balance sheet of the Company indicating the form in which such unutilized monies have been invested; and

(iv) The Company may utilize the funds collected in the Issue only after the basis of Allotment is finalized. Undertakings by the Company The Company undertakes the following: 1. The complaints received in respect of the Issue shall be attended to by the Company expeditiously and

satisfactorily. 2. All steps for completion of the necessary formalities for listing and commencement of trading at all Stock

exchanges where the Equity Shares are to be listed will be taken within seven working days of finalisation of basis of Allotment.

3. The funds required for making refunds to unsuccessful Applicants as per the modes disclosed shall be made

available to the Registrar to the Issue by the Company. 4. Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the

Investor within 15 days of the Issue Closing Date, giving details of the banks where refunds shall be credited along with amount and expected date of electronic credit of refund.

5. Adequate arrangements shall be made to collect all ASBA applications and to consider then similar to non-

ASBA applications while finalising the basis of Allotment. 6. At any given time, there shall be only one denomination for the Equity Shares. 7. The Company shall comply with such disclosure and accounting norms specified by the SEBI from time to

time. 8. The certificates of the securities or refund orders to non-resident shareholders will be dispatched within

specified time.

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9. No further issue of securities shall be made till the securities offered through this Draft Letter of Offer are listed or till the application moneys are refunded on account of non-listing, under-subscription, etc.

Minimum Subscription If the Company does not receive the minimum subscription of 90% of the Issue, or the subscription level falls below 90% after the Issue Closing Date on account of cheques being returned unpaid or withdrawal of applications, the Company shall forthwith refund the entire subscription amount received within 15 days from the Issue Closing Date. If such money is not repaid within eight days from the day the Company becomes liable to repay it, (i.e. 15 days after the Issue Closing Date or the date of the refusal by the Stock Exchange(s), whichever is earlier) the Company and every Director of the Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to repay the money with interest as prescribed under sub-Section (2) and (2A) of the Companies Act. Important • Read the Letter of Offer carefully before taking any action. The instructions contained in the CAF are an

integral part of the conditions of the Letter of Offer and must be carefully followed; otherwise the application is liable to be rejected.

• All enquiries in connection with the Letter of Offer or CAF and requests for SAFs must be addressed

(quoting the Registered Folio Number/DP and Client ID number, the CAF number and the name of the sole/first Eligible Equity Shareholder as mentioned on the Application Form and super-scribed “Asahi India Glass Limited - Rights Issue” on the envelope and postmarked in India) to the Registrar to the Issue at the following address:

Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West) Mumbai 400 078 Tel: (022) 2596 7878 Fax: (022) 2596 0329 E-mail: [email protected] Website: www.linkintime.co.in Contact Person: Mr. Pravin Kasare SEBI Registration No.: INR000004058

• The Rights Entitlement and the Equity Shares are not intended to be offered or sold to persons in the United

States or any other jurisdiction where such offer or sale may be prohibited. The offering to which the Letter of Offer relates is not, and under no circumstances is to be construed as, an offering of any shares or rights to sale in the United States, the territories or possessions thereof, or a solicitation therein of an offer to buy any of the said shares or rights. Accordingly, the Letter of Offer and the CAF should not be dispatched or forwarded to or transmitted in or to, the United States at any time. The Company and the Lead Managers reserve absolute discretion in determining whether to allow such participation as well as the identity of the persons who may be allowed to do so. Any person who acquires Rights Entitlements or Equity Shares will be deemed to have declared, warranted and agreed, by accepting the delivery of the Letter of Offer, that it is not and that at the time of subscribing for the Equity Shares or the Rights Entitlements, it will not be, in the United States or any other jurisdiction where such acquisition may be prohibited.

• The Issue will remain open for a minimum 15 days. However, the Board will have the right to extend the

Issue period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date.

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SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOC IATION

IV SHARE CAPITAL Authorized Share Capital 4. The authorized share capital of the Company shall be the same as mentioned in Clause V of the

Memorandum of Association of the Company.

V INCREASE OF SHARE CAPITAL· 6. (a) The Company may, from time to time by ordinary resolution increase the Authorized Share

Capital by such sum as deemed fit, to be divided into shares of such amount, as may be specified in the Resolution.

New Capital same as existing capital

(b) Except so far as otherwise provided· by the conditions of issue or by these presents, any capital raised by the creation of issue of new shares shall be considered to be part of the then existing capital, and shall be subject to the provisions herein contained.

VI ISSUE, CONSOLIDATION ORREDUCTION OF SHARE CAPITA L

Allotment of Share 7. (a) Subject to the provisions of these Articles including the foregoing Articles, the share shall be

under the control of the Board who may allot or otherwise dispose of the same to such person, on such terms and conditions, at such consideration whether in cash or in kind as the Board thinks fit, (option or right to call of shares shall not be given to any person or persons except with the sanction of the company in general meeting).

(a)(1) The shares in the Capital of the Company shall be numbered progressively according to their

several denominations, provided however, that the provisions relating to progressive numbering shall not apply to the shares of the Company which are in dematerialized form, provided further that the Company shall not issue any share certificates in respect of shares held in depository and in dematerialized form.

Commissions for placing shares, debentures

(b) The Company may, subject to and in accordance with the provisions of Section 76 and other

applicable provisions (if any) of the Act, at any time, pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally for any shares in or debentures of the Company or his procuring or agreeing to procure subscription, whether absolute or conditional for any shares in or debentures of the Company. The commission may be satisfied by the payment of the cash or the allotment of fully or partly paid shares or debentures or partly in the one way and partly in the other subject to the applicable provisions, if any, of the Act. The Company may also, on any issue of shares or debentures, pay such brokerage as may be lawful, and usual or reasonable.

Shares at a discount

(c) By requisite previous approval in a General Meeting of the Company and with sanction of the

Company Law Board and upon otherwise complying with Section 79 and other applicable provisions, if any, of the Act the Board may issue at a discount any shares of a class already issued.

Deposits & calls to be a debt payable immediately

(d) The money which the Board shall, on the allotment of any shares being made by them, require

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or direct to be paid by way of deposit, call of otherwise, in respect thereof, shall immediately on the insertion of the name of the allottee in the Register of Members as the name of the holder of such shares, become a debt due to and recoverable by the company from the allottee thereof and shall be paid by him accordingly.

Installments to be paid

(e) If by the conditions of allotment of any share, the whole or part of the amount of issue price

there of shall be payable by installments, every such installment shall, when due, be paid to the Company by the person, who, for the time being, shall be the registered holder of the shares or by his executors or administrators.

Trust not recognized (f) Save as herein otherwise provided, the Company shall be entitled to treat, the person, whose

name appears on the Register of Members as the holder of any share or whose name appears as the beneficial owner of share in the records of the depository, as the absolute owner thereof and accordingly shall not, except as ordered by the court of competent jurisdiction or as by law required, be bound to recognise, any benami trust, or equity or equitable, contingent, future or partial or other claim or claims or right to or interest in such share on the part of any other person whether or not it shall have express or implied notice thereof.

Inequality in number of new shares (g) If owing to any inequality in the number of new shares to be issued, and the number of shares

held by Members entitled to have the offer of such new shares, any difficulty shall arise in the apportionment of such new shares or any of them amongst the Members, such difficulty shall, in the absense of any direction in the resolution creating or issuing the shares or by the Company in, General Meeting, be determined by the Board.

Reduction of Capital (h) The Company may, subject to the provision if Sections 100 to 105 (both inclusive) and other

applicable provisions, if any, of the Act, from time to time by special resolution, reduce its capital and any capital redemption reserve account or premium account in any manner for the time being authorised by law, and in particular capital may be paid off on the footing that it may be called up again or otherwise, and the Company may, if as far as is necessary alter its Memorandum and Articles of Association by reducing the amount of its Share Capital and of its shares accordingly. Provided that such special resolution shall not be necessary in case of application of share premium account in the manner authorised by section 78 of the Act.

Sub-division and consolidation of Shares

(i) Subject to and in accordance with provisions of Section 94 of the Act, the Company in

General Meeting may, by ordinary resolution from time to time, sub-divide or consolidate or cancel any of its shares, in such manner as it may think fit. The Company in General Meeting may also, subject to the provisions of the Act, determine by ordinary resolution that as between the holders of the shares resulting from each sub-division, one or more of such shares shall have some preferential or special rights as regards dividends payment of capital or otherwise.

Surrender of shares

(j) Subject to the provisions of Sections 100 to 104 (both inclusive) of the Act, the board may

accept from any member the surrender, on such terms and conditions as shall be agreed, of all or any of his shares.

(k) The Company shall be entitled to dematerialise its shares, debentures, or other securities,

which may have been presently issued or which may be issued at a future date· and also

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rematerialise its securities held in depository in accordance with the rules framed under the Depositories Act, 1996, provided that the Company shall keep a Register of Transfer and distinctly enter therein particulars of every transfer or transmission of any share held in material form.

VII VARIATION OF SHAREHOLDERS RIGHTS

Power to vary rights 8. (a) If at any time the Share Capital is divided into different classes of shares rights attached to any

class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of Sections 106 to 107 of the Act and whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate General Meeting of the holders of the shares of that class. To carry such separate General Meeting, the provisions of these Articles relating to General Meeting shall, to the extent consistent, apply.

(b) The rights conferred upon the holders of the shares of any class with preferred or other rights

shall not, unless otherwise expressly, provided by the shares of that class, be deemed to be varied by the creation ·or issue of further shares ranking pari passu therewith.

Member's right to certificate 9. Every member shall be. entitled free of charge to one certificate for all the shares of each Class

registered in his name, or if the Board so approves to several certificates each for one or more of such shares provided that in respect of each additional certificate which does not comprise shares in lots of the market unit of trading, the Board may, subject to the provisions of the Act, and applicable rules and these Articles, charge a fee of rupees two or such smaller sum as if may determine. The Company shall complete and have ready for delivery all certificate of shares within three months after the allotment of any of its shares (or within such other period as the conditions of issue of any shares may otherwise provide) or within one months after the application for the registration of the transfer, sub-division, consolidation or renewal or any of its shares as the case may be. Every certificate of share shall specify the name of the person(s) in whose favour it is issued its number and denoting the number of shares in respect of which it is issued and the, amount paid up thereon.

Issue of new certificate, in place of one defaced, lost or destroyed 10. The issue of share certificates in duplicate and the issue of new, share certificates on consolidation or in

replacement of any share certificates which arc surrendered for cancellation due to their being old, decrepit, worn out, defaced, torn or otherwise mutilated or rendered useless or whereon the space for recording transfers of the shares to which the said certificate shall relate has been filled up, shall be in accordance with the provisions or the Companies (Issue of share certificates) Rules, 1960, or any statutory, modification or re-enactment thereof. If any share certificate be lost or destroyed then upon proof thereof to the satisfaction of the Board and on such indemnity as the Board may deem fit and adequate being given, a new certificate in lieu thereof shall be given to the party entitled to the shares to which lost or destroyed certificate shall, relate. Incase of destruction or loss, the member to whom such new certificate is given shall also bear al1d pay to the Company all costs and other expenses of the Company incidental to the investigation by the, Company of the evidence of such destruction or loss and to the preparation of such indemnity.

VIII CALLS

Calls 11. The Board may, from time to time, subject to the terms on which any shares may have been issued, and

subject to the provisions of section 91 of the Act make such calls as the Board thinks fit upon the member in respect of all moneys unpaid on the shims held by them respectively and not by the conditions of allotment thereof made payable at fixed times, and such member shall subject to his having been given at least one month notice specifying the time or terms and place of payment, pay the

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amount of every call so made on him to the persons and at the times and places so appointed by the Board. A call may made payable by installments and shall be deemed to have been made at the time when the resolution of the Board authorising such call was passed at a meeting of the Board.

Fixation times for amount to be due 12. If by the terms of issue of any shares or otherwise any amount is made payable at any fixed time or by

instalments at fixed times whether on account of the nominal amount of the share or by way of premium, every such amount or instalment shall be payable as if it were a call duly made by the Board and of which due riot ice has been given, and all the provisions herein contained in respect of calls, forfeiture or otherwise shall relate such amount or instalment accordingly.

Rate of interest on call or instalment over-due 13. If the sum payable in respect of any call or instalment not paid on or before the day appointed for

payment thereof, the holder for the time being of the shares in respect of which the call shall have been made, or the instalment shall be due, shall pay interest for the same at the rate of fifteen percent per annum or such lower rate of interest as the Board may determine for time to time from the day appointed for the payment thereof till the time of actual payment. The Board shall be at liberty to waive payment of any such interest either wholly or in part.

Evidence of action by Company against shareholder 14. On the trial or bearing of any action or suit brought by the Company against any shareholder or his

legal representatives to· recover any debt or money claimed to be due to the Company in respect of his shares, it shall be sufficient to prove that the name of the defendant is, or was, when the claim arose on the Register of Members 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 dully 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 Board who made any call, or that a quorum was present at the Board meeting at which any call was made, nor that such meeting was duly convened or contitured, nor any other matter whatsoever but the proof of the mailers aforesaid shall be conclusive evidence of the debt.

Initial payment not to preclude forfeiture 15. Neither a judgement in favour of the Company for calls or other moneys due in respect of any shares

nor any part payment or satisfaction thereunder nor the receipt by the Company of portion of any money which shall from time to time be due from any Member to the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such money, shall preclude the Company from proceeding to enforce forfeiture of such shares as hereinafter provided.

Voting right when calls in arrears 16. No member shall be entitled to exercise any voting rights either personally or by proxy at any meeting

of the company in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the company has, and has exercised any right of lien.

Payment of calls in advance 17. The Board may if it thinks fit, subject to the provisions of the Act, receive from any Member wiling to

advance the same, all or any part of the moneys due upon the shares held by him beyond the sum actually called for, and upon the moneys so paid or satisfied in advance, or so much there of 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 of the Member paying such sum in advance as the Board may agree upon. Money so paid in excess of the amount of calls shall not rank for dividends or confer any right to participate in profits, and until appropriated to words satisfaction

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of, any calls, shall not be treated as part of its capital and shall be repayable at any time if the Board in its absolute discretion so decides.

IX FORFEITURE AND LIEN

Notice to be given if call or Installments not paid 18. If any member fails to pay any call or installment of a call on or before the day appointed for the

Payment of the same the Board may at any time, thereafter during such time as the call or installment remains unpaid, serve notice on such Member requiring him to pay the same, together with interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

Form of Notice 19. The notice shall name a day (not being less than fourteen days from the date of the notice) and a place

or places on and at which such call or instalment 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 appointed the shares in respect of which such call was made or instalment is payable will be liable to be forfeited.

Shares may be forfeited if notice is not complied with 20. If the requisitions of any such notice as aforesaid be not complied with, any share in respect be not

complied with, any share in respect of which such notice has been given may, at any time thereafter before payment of all calls or instalments, interests and expenses due in respect thereof, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture Notice after forfeiture.

21. When any share shall have been so forfeited, notice of the resolution 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 share to become property of the company 22. Any share so forfeited shall be deemed to be the property of the company, and the Board may sell, re-

allot or otherwise dispose of the same in such manner as it thinks fit. Liability on forfeiture 23. A person whose share has been forfeited shall cease to be a Member in respect of the share but shall

notwithstanding such forfeiture remain liable to pay, and shall forthwith pay to the company, all calls or instalments, interests and expenses, owing upon or in respect of such share, at the time of the forfeiture, together with interest thereon, from the time of the forfeiture until payment at fifteen percent per annum or at such lower rate as the Board may from time to time determine and the Board may enforce the payment thereof, or any part thereof without any deduction or allowance for the value of the shares at the time of forfeiture but shall not be under any obligation to do so.

Evidence of Forfeiture 24. A duly verified declaration in writing that the declarant is a Director, Manager, or Secretary in the

company and has been authorised by a Board resolution to act as declarant 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 and the person to whom any such share is sold shall be registered as the holder of such share and shall not be bound to see the application of purchase money, nor shall his title to such share be affected by any irregularity or invalidity in the

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proceedings in reference to such forfeiture, sale or disposition. Forfeiture provisions to apply to non-payment in terms of issue 25. The forfeiture provisions of these Articles and Articles 27 to 29 hereof shall apply in the case of non·

payment of any sum which, by she terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium as if the same had been payable by virtue of a call duly made and notified.

Company's lien 26. The company shall have a first and paramount lien upon every share not being fully paid up, registered

in the name of each Member (whether solely or jointly with others), and upon the proceeds of the sale thereof for moneys called or payable at a fixed time in respect of such share whether the time for the payment thereof shall have actually arrived or not and no equitable interest in any share shall be created except upon the footing and condition that Article 7 (f) hereof is to have full effect such lien shall extent to all dividends from time to time declared in respect of such share.

Provided the Board may at any time declare any share to be wholly or in part exempt from the provisions of this Article.

As to enforcing lien by sale 27. For the purpose of enf6rcing such lien, the Board may sell the· share in such manner as it thinks fit, but

no sale shall be made until the sum in respect of which such lien exists is presently payable and until a notice in writing of the intention to sell has been served on such Member, the executor or administrator or other legal representative has the case may be and default has been made by him or them in the payment of the money called or payable at a fixed time in respect of such share for fourteen days after the date of such notice.

Application of proceeds of sales 28. The net proceeds of the sale shall be received by the company and after payment of the costs of such

sale, applied in or towards payment of such part of the amount in respect of which the lien exists a presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the share before the sale) be paid to the persons entitled to the share at the date of the sale.

Validity of sales in exercise of lien and after forfeiture 29. Upon any sale after forfeiture or the enforcing lien.in the purported exercise of the powers hereinbefore

given, the Board may appoint some persons to execute an instrument of transfer of the share sold and cause the purchasers name to be entered in the Register in respect of the share sold, and the purchaser shall not be bound to see the regularity of the proceedings or to the application of the purchase money and after his name has been entered in the Register in respect of such shares, the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only.

Board may issue new certificate 30. Where any share under the powers in that behalf herein contained is sold by the Board and the

certificate in respect thereof has not been delivered to the company by the former holder of such share, the Board may issue a new certificate for such share distinguishing it in such manner as it may think fit from the certificate not so delivered up. On the issue of such certificate the original certificate in respect of such share shall stand automatically cancelled and be void.

X TRANSFER AND TRANSMISSION OF SHARES

Execution of transfer etc.

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31. Save as provided in Section 108 of the Act, transfer of a share shall not be registered unless a proper instrument of transfer duly stamped and executed by or on behalf of the transfer or has been delivered to the company together with the certificate, or, if on such certificate is in existence, with the Letter of Allotment of the share and such other evidence as the Board may require to prove the title of transfer or and transferor shall be deemed to remain the bolder of such share until the name of the transferee is entered in the Register in respect thereof. Each signature to such transfer deed shall be duly attested by the signature of one credible witness who shall add his name and address.

Company not to register transfer of less than 100 Equity shares 32. The Company shall not accept application for transfer of less than 100 equity shares, provided however

the said prohibition shall not apply to :

(a) The transfer of equity shares made in pursuance of a statutory provision or an order of a court of law;

(b) The transfer of the entire equity shares by the existing equity shareholder(s) of the Company holding less than 100 equity shares by a single transfer to single or joint names.

(c) The transfer of more than 100 equity shares in the aggregate in favour of same transferee under two or more transfer deeds, out of which one or more relates to the transfer of less than 100 equity shares.

Form of transfer 33. Every instrument of transfer of shares shall be in the form prescribed under the Act, or the Rules made

thereunder and shall be in accordance with the provisions of Section 108 of the Act. Directors may refuse to register transfer 34. Subject to the provisions of these Articles and of Section III of the Act, the Board may, in its absolute

and uncontrolled direction and without assigning or being under any obligation to give any reason, decline to register or acknowledge any proposed transfer or transmission of shares whether or not the transferee is a Member of the Company and in any case in which the Company has a lien upon the shares or any of them or otherwise or in case of shares not fully paid up while any moneys called up and payable at a fixed time in respect of the shares desired to be transferred, or any of them remain unpaid.

Provided that registration of transfer shall not be refused on the ground of the, transfer being either alone or jointly with any other person or persons indebted to, the Company or any account whatsoever except a lien on the shares.

No transfer to minor etc. 35. No transfer shall be registered in favour of a person of unsound mind and no transfer of partly paid

shares shall be registered in favor of a minor. Instrument of transfer to be deposited at office 36. Every instrument of transfer shall be deposited at the Company for registration, accompanied by the

documents and evidence as required under these Articles. 36 (a) The Company shall cause to be kept a Register and Index of Members in accordance with all

applicable provisions of the Companies Act, 1956 and the Depositories Act, 1996 with details of shares held in material and dematerialised form in, any media as may be permitted by law including in any form of electronic media. The Company shall be entitled to keep in any state or country outside India a branch Register of Members resident in that state or country.

Power to close Register of members 37. On giving not less than seven days previous notice by advertisement in some newspaper circulating in

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the district in which the Registered office of the Company is situated, subject to the provisions of section 154 of the Act registration of transfer may be closed or suspended during such time and for such periods not exceeding in the aggregate forty five days in each year but not exceeding thirty days at anyone time or as the Board may from time to time determine.

Persons entitled to Shares by transmission 38. In case of the death of a Member, the survivor where the deceased was a joint holder, and his legal

representative executor or administrator where be was a sole holder, shall be the only persons recognised by the Company as having any title.to his interest in the shares but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons the Board may require any persons becoming entitled to shares in consequence of the death of any Member to obtain a Grant of probate or Letter of Administration or other legal representation, as the case may be, from a Competent Court. Provided it shall be lawful for the Board in its absolute discretion to dispense with the production of probate or letter of Administration or such other legal representation upon such terms as to indemnity or otherwise as the Board may think fit without in any case being bound to do so. The powers and discretions of the Board under this Article may be delegated and exercised by a Committee of Directors or an officer of the Company duly authorised in this regard.

Transfer of Shares of insane, deceased or bankrupt Members 39. Any committee or guardian of a person of unsound mind or minor or any person becoming entitled to

the share in consequence of the death or bankruptcy or insolvency of any Member or by any other lawful means, upon producing such evidence that be sustains the character in respect of which be proposes to act under this Article or of his title as the Board thinks sufficient may subject to the right of the Board to decline registration under Article 34 of these Articles, elect either.

(i) To be registered himself as a holder of the shares, or (ii) To make such transfer of the shares as the deceased or the insolvent Member could have

made.

Rights of persons entitled to Shares by reason of death 40. The Board may, subject to the provisions of the Act, retain the dividends payable upon a share to which

any person becomes entitled under Article 38 of these Articles, until such person or his transferee shall become a Member in respect of such shares.

Election under the transmission Articles 41. (1) If the person so becoming entitled under the Transmission Article shall elect to be registered

as holder of the shares himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

(2) If the person aforesaid shall elect to transfer the share, he shall testify his election by

executing an instrument of transfer of the share.

(3) All the limitations, restrictions and provisions of these Articles relating to the right of transfer and the registration of instruments or transfer of shares shall be applicable to any such notice or transfer as aforesaid as, if the death, lunacy, bankruptcy or insolvency of the Member or transmission or devolution of his share by any other lawful means had not occurred and the notice, of transfer was a transfer signed by that Member. Board may require evidence of transmission.

42. Every transmission of a share shall be verified in such manner as the Board may requite and the

Company may refuse to register any such transmission until the same be so verified or until or unless an indemnity be given to the Company with regard to such registration, which the Board at its discretion shall consider sufficient, provided nevertheless there shall not be any obligation on the

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Company or the Board to accept any indemnity. Right of person entitled to Shares under the Transmission Articles

43. A person so becoming entitled under the Transmission Article to a share by reason of the death; lunacy,

bankruptcy, or insolvency of the holder thereof or by any, other lawful means shall, subject to the provisions of these Articles be entitled to the same dividends and other advantages to which he would be entitled as if be were the registered holder of the share except that no such person shall, before being registered as a Member in respect of the share, be entitled to exercise in respect thereof any right, conferred by membership in relation to meetings of Company. Provided that the Board may at any time give notice requiring any such person to elect either to be registered himself as a member in respect of such share or to elect to have some person nominated by him registered himself as a member in respect of such share subject to the right of the Board to decline, registration under Article 34 of these Articles and, if such a notice is not, compiled with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share, until the requirements of the notice have been complied with.

The Company not liable for disregard of a notice prohibiting registration of transfer 44. Neither the Company nor any of its Directors or other officers shall incur any liability or responsibility

whatsoever in consequence of its registering or giving effect to any transfer of a share made or purporting to be made by any apparent or legal owner thereof as shown or appearing in the Register of Members to the prejudice of persons having or claiming any equitable right, title or interest to or in such shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer and may have entered any such notice or referred thereto in any book or record of the Company, and the Company shall not be bound or required to regard or attend or give effect to any such notice not be under any liability whatsoever for refunding or neglecting so to do though it may have been entered or referred to in some book or record of the Company but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto, if the Board shall so think fit.

Transfer of debentures 45. The provisions of these Articles shall mutatis mutandis apply to the transfer or transmission by

operation of law of debentures or other securities of the Company. Jointholders 46. Where two or more persons are registered as the holder of any share, they shall be deemed (so far as

the Company is concerned) to hold the same as joint tenants with benefits of survivorship, but so that:

(a) The Company shall be entitled to decline to register of more than four persons as joint-holders of any share.

(b) The joint-holders of any share shall be liable severally as well as jointly for and in respect of

all calls or instalments and other payments which ought to be made in respect of such share. Receipts of one joint holder of shares sufficient 47. Anyone of the joint holders of a share may give effectual receipts for any dividends or other moneys

payable in respect of such share or bonus share. Delivery of certificate & giving of notices to first named holders 48. (I) Only the person whose name stands first in the Register of Members as one of the joint holder

of any share shall, unless otherwise directed in writing by all joint holders and confirmed in writing by the Company, be entitled to delivery of the certificate relating to such share or to receive notice (which expression shall be deemed to include all documents) from the Company and any notice given to or served on such person shall be deemed as a notice or service to all the joint-holders.

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(2) Subject to the provisions of these Articles, the person first named in the Register as one of the

Joint-holders shall be deemed as a sole holder thereof for all the matter connected with the Company.

Voting right to first named holder 49. Anyone of the joint-holders of a share may vote at any meeting personally or by proxy as if he were a

sole holder thereof provided that if more than one joint-holder of the share is present personally or by proxy then such of them whose name stands high in the Register in respect of such share shall alone be entitled to vote in respect thereof.

49 (a) In the case of transfer or transmission of other marketable securities where the Company has

not issued any certificate and where such shares or securities are being held in electronic and fungible form in a depository, the provisions of Depositories Act, 1996 shall apply.

49 (b) Notwithstanding anything contained in any other clause or clauses of the Articles of

Association of the company, a holder or joint holders of shares or debentures, may nominate, in accordance with the provisions of section 109A of the companies Act, 1956 and in the manner prescribed thereunder, a person(s) to whom all the right in the shares or debentures of the Company shall vest in the event of death of such holders(s). Any, nomination so made shall be dealt with by the Company in accordance with the provisions of section 109B of the Companies Act, 1956.

49 (c) BUY BACK OF SHARES

Subject to provisions of Sections 77, 77 A, 77 AA and 77B of the Companies Act 1956 and any statutory amendments or re-enactments thereof and compliance of provisions thereof by the Company, the Company may purchase its own shares or other specified securities.

49 (d) EMPLOYEES STOCK OPTION SCHEME

Subject to provisions of directions/ guidelines, if any, issued by the Central Government, Securities and Exchange Board of India or other statutory bodies, the Company shall have the power to issue, offer and allot to or for the benefit of such person or persons as are in the employment and the directors of the Company at any time equity shares of the Company and/or warrants with an option exercisable by the holder of such options to subscribe for equity shares/ equity linked securities and/ or bonds, debentures, preference shares or other securities convertible into equity shares at such price, in such manner, during such period and/ or on such terms & conditions under any Employees Stock Option, Scheme/ Plan as may be decided by the Board and/ or Company prior to the issue and offer thereof subject to such ceilings/ limits as may be prescribed from time to time by or under such directions/ guidelines.

49 (e) SWEAT EQUITY

The Board of Directors shall also have the power to issue, offer and allot sweat equity to directors and employees, subject to provisions of Section 79A of the Companies act, 1956 and the guidelines, if any, issued and applicable to the Company.

XI BORROWING POWERS

Power to borrow 50. The Board may, from time to time, at its discretion, subject to the provisions of Section 58A, 292, 293

and 370 of the Act and of these Articles, accept deposits from Members either in advance of calls or otherwise and generally raise or borrow money, either from the Directors, their friends and relatives or from others, for the purposes of the Company and/ or secure the payment of any such sum or sums of money, provided however, where tile moneys to be borrowed together with the money's already borrowed (apart from the temporary loans obtained from the company's bankers in the ordinary course

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of business) and then remaining outstanding and undischarged at that time exceed the aggregate, for the time being, or the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purposes, the board shall not borrow such moneys without the consent of the Company in General Meeting by an ordinary resolution. The Board may raise and secure the payment of such sum or sums in such manner and upon such terms and conditions in all respect as it thinks lit, and in particular by receiving deposits, issue of bonds, by debentures perpetual, redeemable, debenture stock, or any security of the Company or by mortgage or charge or other security upon all or any part of the property or undertaking of the Company (both present and future), including its uncalled capital for the time being, provided that the Board shall not give any option or right to any person for making calls on the shareholders of the company in respect of the amount unpaid for the time being on the shares held by them without the previous sanction of the Company in General Meeting.

Issue at discount etc., or special privileges 51. Subject to the provisions of the Act, and these Articles, any debentures, debenture stock, bond or other

securities may be issued at a discount, premium or otherwise and with any special privileges and conditions as to redemption, surrender, drawings attendance at general meeting of the Company allotment of share, appointment of Directors and otherwise. Debentures, debenture stock, bond and other securities may be made assignable, free from any equities between the Company and the persons to whom the same may be issued. (Provided that debenture, debenture stock, bonds or other securities with a right to allotment of or conversion in shares shall not be issued except with the sanction of the Company in General Meeting).

Indemnity may be given 52. Subject to the provisions of the Act, if the Directors or any of them or any other person shall incur or be

about to incur any liability or become personally liable whether as principal or as surety, for the payment of any sum primarily due from the company, the board 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.

XII GENERAL MEETING

Annual General Meeting 53. The Company shall, in addition to any other meetings, each year hold a General meeting as its Annual

general Meeting in accordance with the provisions of Sections 166 of the Act, at such time and place as may determined by the Board and shall specify the meeting as such in the notices calling it. All General Meeting shall be called Extra Ordinary General Meeting. If for any reason beyond the control of the Board, The General Meeting (including an Annual General Meeting) cannot beheld on the appointed day, the board shall have the power to postpone The General Meeting of which a notice should be given to the Members through advertisement in at least two newspapers, of which one should be in the language of the region in which the Registered office of the Company is situated.

Extra Ordinary General Meeting 54. The Board may whenever it thinks fit, and shall on the requisition of the members in accordance with

the provisions of section 169 of the Act, proceed to call an Extra-Ordinary General Meeting of the Company, The requisitionists may in default of the Board convening the same convene the Extra-ordinary General Meeting as provided by section 169 of the Act. Provided that unless the Board shall refuse in writing to permit the requisitionists to held the said meeting at the office, it shall be held at the Office.

XIII PROCEEDINGS OF MEETING

Notice of business to be given 55. The ordinary business of an Annual General Meeting shall be to receive and consider the Profit and

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Loss Account, the Balance Sheet and the reports of the Directors and of the Auditors, to elect Directors in place of these retiring by rotation, to appoint Auditors and to fix their remuneration and to declare dividends. All other business transacted at an Extra Ordinary General meeting shall be deemed as Special Business.

Quorum to be present when business of meeting commence 56. (1) No business shall be transacted at General Meeting unless quorum is present at the time of the

commencement of the business. Save as herein otherwise provided, at least five members present.in person shall constitute a quorum.

(2) If within half an hour from the time appointed for holding the meeting a quorum shall not be

present, the meeting, if convened by or upon the requisition of Members shall stand dissolved, but in any other case the meeting shall stand adjourned, in accordance with the provisions of subsections (3), (4) and (5) of Section 174 of the Act.

Resolution Passed 57. (1) Any actor resolution, which under these Articles is permitted or required to be done or passed

by the Company in General Meeting, shall be done or passed by an ordinary resolution as defined in Section 189 (1) of the Act, unless either the Act or these Articles specifically require which act to be done or resolution to tie passed by a specia1 resolution· as in Section 189 (2) of the Act.

(2) The following matters shall be passed by a special resolution of the General Meeting

(a) Transfer, consignment or lease of business of the Company to any person or

succession to, or acceptance of consignment of, business of any person.

(b) Discontinuance of existing business of the Company. Chairman of the General Meeting 58. The Chairman of the Board shall preside as Chairman at every General meeting of the Company. If at

a meeting, the Chairman of the Board is not present within fifteen minutes after the time appointed for holding such meeting or is unwilling to act as Chairman of the meeting, the Directors present shall elect one of their-numbers to be the Chairman or the meeting and if no Directors be present, or if all the Director present decline to take the chair, then the members present shall elect one of their numbers being a member entitled to vote to be the Chairman of such meeting.

Business to be confined to election of Chairman whilst Chair vacant 59. No business shall be discussed at any General Meeting except the election of the Chairman, whilst the

Chair is vacant. Chairman with consent may adjourn meeting 60. (1) The Chairman may, with the consent of the meeting and shall, if so directed by the meeting,

adjourn the same from time to time and form place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(2) When meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be

given as in the case of an original meeting and save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

Votes be show or hands 61. (1) Every question submitted to a meeting shall be decided, in the first instance unless a poll is

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demanded, in accordance with Section 179 of the Act; by a show of hands and in the case of an equality of votes, either on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote in addition to the vote to which he may be entitled as a Member.

(2) A declaration by the Chairman that a resolution has, on a show of hands, been carried or

carried unanimously or by a particular majority or lost and an entry, to that effect, in the minutes shall be conclusive evidence of the fact without further proof.

(3) Any business other than that upon which a poll has been demanded may be proceeded with

pending the taking of a poll. Votes of Members 62. (1) On a show of bands, every Member present in person and being a holder of equity shares shall

gave one vote and every person present as a duly authorised representative, of a body corporate being a holder of an equity share shall, if he is not entitled to vote in his own right, have one vote.

(2) On a poll, the voting rights of a holder of an equity share shall be as, provided in Section 87 of

the Act. Representation of Corporation 62. A Company or a body corporate which is a member of the Company (hereinafter called "Member

Company") may vote by proxy or by representative duly appointed in accordance with Section 187 of the Act: A person duly appointed to represent the Member Company at any meeting or the Company or at any meeting of any Class of Members, of the Company, shall be entitled to exercise the same right and powers (including the right to vote by proxy) on behalf of the, Member Company which he represents as that Member Company could exercise if it were an individual Member.

Vote in respect of deceased and insolvent Members 64. Any person entitled under Article 38 of these Articles to transfer any shares may vote at any General

meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty eight hours at least before the time of holding the meeting or the adjourned meeti.ng, as the case may be, at which he proposes to vote, he shall satisfy the Board of the right to transfer such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof. If any member be a lunatic, idiot, or non-composmentis he may vote whether on a show of hands or at poll by his committee curator bonus or other legal curator and such last mentioned persons may give their votes in person or by proxy on a poll.

Votes by joint executors 65. Where there are several executors or administrators of a Deceased Member in whose sole name any

share is registered, anyone of such executors or administrators may vote in respect of such share unless any other of such executors or administrators in present at the meeting at which such a vote is rendered and objects to the vote. In such case, the provisions relating to votes of joint-holders contained in Article 49 of these Articles shall apply.

When vote by proxy valid through authority revoked 66. A vote given in accordance with the terms of an instrument appointing a proxy shall be valid

notwithstanding the previous death or insanity of the principal or revocation of the instrument, or transfer of the share in respect of which the vote is given, provided no intimation in writing shall have been received by the Company at the Office 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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Forms of Proxy 67. Every instrument of proxy whether for a special meeting or ·otherwise shall, as nearly as circumstances

will admit, be in either of the forms set out in schedule IX of the Act. Custody of the Instrument 68. If any such instrument of appointment be confined to the object of appointing an attorney or proxy if

shall remain permanently or for such time as the Board may determine, in the custody of the company, if embracing other objects, a copy thereof accompanied with the original, shall be delivered to the Company to remain in their custody.

Objections as to qualifications of votes 69. No objection shall be raised as to the qualification of any voter except at the meeting or adjourned

meeting at which the vote objected to is given or tendered, and every vote disallowed at such meeting shall, be valid for all purposes. Any such objection or objections as to the admission or rejection of a vote, either on a show of hands, or on a poll made in due time, shall be referred to the Chairman of the meeting who shall forthwith decide the same and such decision shall be final and conclusive.

XIV DIRECTORS

Number of Directors 70 (a) Unless otherwise determined by a Special Resolution, the number of Directors of the

Company shall not be less than three and not more than fifteen. Proportion to retire by rotation

(b) Not less than two-thirds of the total number of Directors shall be persons whose period of office is liable to determination by retirement to Directors by rotation.

(c) At each Annual General Meeting of the Company one third of such of the Directors of the

time being as are liable to retire by rotation, if their-numbers not three or a multiple of three then the number of nearest to one third shall retire from office. Neither a managing director nor an additional director as appointed by the Board shall be liable to retire by rotation within the meaning of the Articles.

(d) The Directors to retire by rotation at every annual general meeting shall be those who have

been longest in office since their last appointment but as between persons who become Directors on the same day, those to retire shall, in default of and subject to any agreement among themselves be determined by lot.

Appointment of Nominee Director/s 71. Notwithstanding anything to the contrary contained in these Articles, so long as any moneys remain

owing by the Company to the Industrial Development Bank of India(IDBI); Industrial Finance Corporation of India (IFCI). The Industrial Credit and Investment Corporation of India Ltd. (ICICI) and Life Insurance Corporation of India (L1C) or to any other Finance Corporation or Credit Corporation or to any other Financing Company or Body out of any, loans granted by them to the Company or so long as IDBI, IFCI, ICICI, LIC and Unit Trust of India (UTI) or any other Financing Corporation or Credit Corporation or any other Financing Company or Body (each of which IDBI, IFCI, ICICI, LIC and UTI or any other Finance Corporation or Credit Corporation or any other Financing Company or Body is hereinafter in this Article referred to as "the Corporation"), continue to held debentures in the Company by direct subscription or private placement or so long as the corporation holds shares in the Company as a result of underwriting or direct subscription or so long as any liability or the Company arising out of any Guarantee furnished by the Corporation: on behalf of the Company remains outstanding. the corporation shall have a right to appoint from time to time, any person or persons as a Director or Directors, wholetime or non-wholetime, (which Director or Directors

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is/are hereinafter referred to as "Nominee Director/s") on the Board of the Company and/to remove from such office any person or persons so appointed and to appoint any person or persons in his or their place/s.

The Board of Directors or the Company shall have no power to remove from office the Nominee Director/s. At the option of the Corporation, such Nominee Director/s shall not be required to hold any share qualification in the Company. Also at the option of the Corporation, such Nominee Director/s shall not be liable to retirement by rotation of Directors. Subject as aforesaid, the Nominee Director/s shall be entitled to the same rights and privileges and be subject to the same obligations as any other Director of the Company.

The Nominee Director/s so appointed shall hold the said office only so long as any· moneys remain owing by the Company to the Corporation or so long as the Corporation holds debentures in the Company, as a result of direct subscription or private placement or so long as the Corporation holds shares in the Company as a result of the underwriting or direct subscription or the liability of the Company arising out of the Guarantee is outstanding and the Nominee Director/s so appointed in exercise of the said power shall ipso facto vacate such office immediately the moneys owing by the Company to the Corporation are paid off or on the Corporation ceasing to hold Debentures/ shares in the Company or on the satisfaction of the liability of the Company arising out of the Guarantee furnished by the Corporation. The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend all General Meetings, Board Meetings and of the Meetings of the Committee of which the Nominees Director/s is/are Members as also the minutes of such meetings. The Corporation shall also be entitled to receive all such notices and minutes.

The Company shall pay to the Nominee Director/s sitting fees and expenses to which the other Directors of the Company are entitled, but if any other fees, commission, monies or remuneration in any form is payable to the Directors of the company, the fees, commission, monies and remuneration in relation to such Nominee Director/s shall accrue to the Corporation and the same shall be accordingly paid by the Company directly to the Corporation. Any expenses that may be incurred by the corporation or such Nominee Director/s in connection with their appointment or Directorship shall also be paid or reimbursed by the Company to the Corporation or, as the case may be, to such Nominee Director(s). Provided that if any such Nominee Director/s is an Officer of the Corporation· the sitting fees, in relation to such Nominee Director/s shall also accrue ·to the Corporation and the same shall accordingly be paid by the Company directly to the Corporation.

In the event of the Nominee Director/s being appointed as whole-time Directors, such Nominee Director/s shall exercise such powers and have such rights as are usually exercised or available to a whole-time Director in the management of the affairs of the Company. Such whole-time Director(s) shall be entitled to receive such remuneration, fees, commission and monies as may be approved by the Corporation.

Appointment of Alternate Directors 72. The Board of the Company may appoint an Alternate Director to act for one or more Directors

(hereinafter called the "Original Director/s") during his/ their absence for a period of not less than three months from the Union Territory of Delhi and such appointment shall have effect and such appointee, whilst he holds office as an Alternate Director, shall be entitled to notice of meetings of the Board and attend and vote thereat accordingly. An Alternate Director/s appointed under this Article shall vacate office if and when the Original Director/s return/s to the Union Territory of Delhi. If the terms of the office of the Original Director/s is determined before be/they so retern/s to the Union Territory of Delhi, any provision in the Act, or in these Articles for the automatic re-appointment of Retiring Directors in default of another appointment shall apply to the Original Director/s and not to the Alternate Director. Provided always that no Person shall be appointed by the Board as an Alternate Director who shall not have been previously approved in writing by the Original Director/s.

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Appointment of Additional Director 73. Subject to the provisions of Section 260 and other applicable provisions (if any) of the Act, the Board

shall have power at any time and from time to time, to appoint a person as an Additional Director but so that the total number of Directors shall not at any time exceed the maximum number, fixed by these Articles. The additional Director so appointed shall retire from office at next following Annual General Meeting but shall be eligible for election by the Company at that meeting as a Director Qualification of Director.

74. A Director shall not be required to hold any qualification share. Remuneration of Director 75. (1) Subject to provisions of the Section 198, 309 and 310 of the Act, the remuneration of the

Directors of the Company shall be as determined by the Company in a General Meeting from time to time.

(2) Unless otherwise determined, the remuneration of every Director for his services for each

meeting of the Board or of a meeting of any Committee thereof attended by him, shall be determined by the Board from time to time the Board or of a meeting of any Committee thereof attended by him.

(3) The Directors shall also he entitled to payment of travelling allowance for attending and

returning from meeting of the Board or and Committee thereof or General Meeting of the Company or for any journeys performed in connection with the business of the Company.

(4) In addition to the above, the Directors shall be entitled to reimbursement of all reasonable

hotel and other-expenses, as may be determined by the Board from time to time incurred in attending the meeting of the Board or any Committee thereof. General Meeting and any other business of the Company.

Special Remuneration of Directors Performing extra service 76. If any Director being willing shall be called upon to perform extra services or entrusted with any extra

work or to make any special exertions for any of the purposes of the Company or in giving special attention to the business of the Company as a Member of a Committee of Directors or otherwise, such Director may be remunerated in such manner as may be determined, subject to the provisions of the Sections 309 and 314 of the Act.

Expenses incurred by a Director for going out on Company's work 77. If any Director be called upon to go or reside out of Delhi on the Company's business and if any

Director who has a usual place of residence outside Delhi is called upon to come to Delhi for Company's business or if such Director is required to go to any other place from his usual place of residence, he shall be entitled to be paid any travelling or other expenses incurred in connection with the, business of the Company.

Directors may act notwithstanding vacancy 78. (1) The continuing Directors may act notwithstanding any vacancy in their body, but so that if and

so long as their number is below the number fixed by the Articles of the Company as the necessary quorum for the Board, the continuing Director or Directors as the case may be, shall, except for the purposes of increasing the number of Directors so that number or for summoning a General Meeting, not act for any other purposes.

(2) All acts done by any meeting of the Board or of a Committee thereof or by any person acting

as a Director, shall notwithstanding that it may be afterwards discovered that there was some defect in this appointment of anyone or more of such Directors or of any persons acting as, aforesaid, or that they or any of them were disqualified, be as valid as if every such person had

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been duly appointed and was qualified to be a Director. Election 79. (i) The-Chairman of the Board of Directors shall be appointed by the Board of Directors. The

Board shall also determine the period for which Chairman is to hold office.

(ii) If no such Chairman is elected or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the meeting the directors present may choose one of their number to be· Chairman of the meeting. Managing Director

80. Subject to the approval of the central Government under Section 269 of the Act, the Directors, may

from time to time, appoint one or more Directors as the Managing Director or whole-time. Directors for such term and with such powers and at such remuneration, whether by way of salary or commission or partly in one way and partly in another as they may think fit, and a Directors so appointed shall not, while holding that office be Subjected to retirement by rotation, or taken into account in determining the rotation or retirement or Directors.

Subject to the control, direction and supervision of the Board of Director, the Managing Director or whole-time Directors shall be· entitled to look after and manage the business of the Company, purchase and sale of goods, enter into and sign contracts, borrow or lend moneys with or without security, open bank account, current or overdraft sign draw and endorse, cheques, hundies and other drafts and generally to do all such acts, deeds and things and sign all such papers and documents as may do necessary for carrying on the business and managing the affairs of the Company.

The Managing Director or the whole-time Directors will have the authority to sub-delegate powers as may be deemed appropriate and in the interest of the Company except those which could not be delegated under the provisions of the Act.

The Board may, from time to time, entrust to and confer upon a Managing Director for the time being, such of the powers exercisable under these presents by the Directors as it may think fit, and may confer such powers for such time, and to be exercised for such objects and purposes, and upon such terms and conditions, and with such restrictions as it think expedient and may from time to time revoke withdraw, alter or vary all or any of such powers.

The remuneration of a managing Director shall he such as may from time to time be fixed by the Board subject to the provisions of section 309 to the Act.

XV PROCEEDING OF THE BOARD OF DIRECTORS

Meetings of Directors 81. The Directors may meet together as a Board for the despatch of business from time to time and shall so

meet at least once in every three calender months, and the Board may adjourn and otherwise regulate its meetings and proceedings as it may think fit.

Quorum 82. Subject to Section 287 of the Act the quorum for a meeting of the Board shall be one third of its total

strength (excluding Directors, if any, whose places may be vacant at the time and any fraction contained in the one-third being rounded off as one), or two Directors, whichever is higher, provided that where at any time the number of interested Directors exceeds or is equal to two-third of the total strength, the number of Directors who are not interested, and are present at the meeting, being not less than two, shall be the quorum for such time.

Adjournment of meeting for want of quorum 83. If at a meeting of the Board, a quorum shall not be present then the meeting shall stand adjourned to

such day, time and place as the Chairman and in. his absence, Directors present at the meeting may fix.

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When meeting to be convened 84. A Director may, and the Manager or Secretary on the requisition of a Director shall, at any time,

summon a meeting of the Board. Questions at Board Meeting how decided 85. Questions arising at any meeting of the Board shall be decided by a majority of votes, and in case of

any equality of votes, the Chairman of the meeting shall have a second or casting vote. Board appoint Committee 86. Subject to the provision of the Act, and these Articles, the Board may from time to time and at any

time, delegate any of its powers to a Committee(s) consisting of such number of Director as it thinks fit, and it may from time to time revoke and discharge any such Committee either wholly or in part, and either as to persons or purposes, but every Committee of the Board formed shall in the exercise of the powers so delegated, confirm to any regulations that may from time to time be imposed on it by the Board. All acts done by any such committee of the Board in conformity with regulations and fulfilment of purposes of their appointment but not otherwise, shall have the like force and effect as if done by the Board. Subject to the provisions of the Act, the Board may from time to time fix the remuneration to be paid to any Member or Members of their body constituting a Committee appointed under this Articles any may pay the same.

Meeting of the Committee, bow to be governed 87. The meetings and proceedings of any such Committee of the Board shall be governed by the provisions

herein· contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not superseded by any regulations made by the Board under these Articles.

Resolution by circulation 88. (1) Subject to the provisions of tile Sections 289, 292 and 297 of the Act, a resolution passed by

circulation, without a meeting of the Board or a Committee of the Board shall be as valid and effectual as a resolution duly passed at a meeting of the Board or a Committee thereof duly called and held.

(2) A resolution shall be deemed to have been duly passed by the Board or by a Committee

thereof by circulation, if the resolution has been circulated in draft together with the necessary papers, if any, to all the Directors or to all the Member of the Committee as their respective addresses registered with the Company and has been approved by a majority of the Directors or members of the Committee as are entitled to vote on the resolution.

XVI POWERS OF DIRECTORS

Powers of Directors 89. Subject to the provisions of the Act, the Board shall be entitled to exercise all such powers of the

Company and do all such acts and things as the Company is authorised to exercise or do and as are not, by the Act, or any other statute or by the Memorandum or Articles of Association of the Company required or directed to be exercised or done by· the Company in General Meeting, subject nevertheless to these Articles the Act or any other statute and to such regulations, not inconsistent therewith including regulations made by the Company in General Meeting, but no regulations made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that regulations had not been made.

Certain powers of the Board 90. Without prejudice to the general powers conferred by the foregoing Articles and so as not in any way to

limit or restrict those powers, and without prejudice to the other powers conferred by these Articles, but

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subject to the restrictions and provisions contained in the Articles and the Act, it is hereby declared that the Board shall have the following powers.

Donations (a) To pay donations to any individuals or institutions or contribute to any charitable religious, benevolent,

national, political, public or general and other funds not directly relating to the business or the Company or the welfare of its employees, any sums the aggregate of which will, in any financial year, not exceed fifty thousand rupees of five per cent of the average net profits of the Company during the three financial years immediately preceding whichever is greater, and may with the consent of the Company in General meeting, contribute any sums in excess of the limits.

Delegation of powers (b) To authorize or empower Managing Director or any Director or Secretary of the Company either by

name, in virtue of office or otherwise Or any other person or persons, either singly or jointly to exercise or perform all or any of the powers, including the power to sub-delegate authorities & duties conferred or imposed on the Board by way of these Articles subjects to such restrictions and conditions, if any and either generally or in specific cases as the Board may think proper.

Appointment of officers etc. (c) To appoint and at their discretion, remove or suspend such officers, by whatever designation called

managers, engineers, experts legal advisers, solicitors clerks, agents, salesmen, workmen and other servants or professionals, for permanent, temporary or special services, as the Board may from time to time think fit and determine their duties, fix their salaries, or emoluments and delegate to or confer upon them such powers, including the power to sub-delegate authorities and discretions as the Board may think fit.

Welfare of employee (d) To provide for the welfare of employee or ex-employees or Directors or ex-Directors of the Company

and the wives, widows and families of the dependent or of such persons, by building or contributing to the building of houses, dwelling or by grants of moneys, pensions, gratuities, allowances, bonuses or other payments or by creating and from time to time subscribing or contributing to provident fund and other funds, associations or trusts and by providing or subscribing or contributing toward places of and recreation, hospitals and dispensaries medical and other attendance and other assistance, as the Board shall think fit.

XVII SECRETARY

Board may appoint Secretary 91. The Board may from time to time appoint, and its discretion subject to applicable provisions of the Act

if any remove any person as the Secretary of the Company (hereinafter called "The Secretary") to perform such duties and functions, which by the Act or otherwise are to be performed by the Secretary of the Company and to execute and other dirties and functions which may from time to time be assigned to the Secretary by the managing Director. A Director may be appointed as Secretary provided that any provisions of the Act or these presents requiring or authorising a thing to be done by or to a Director and to Secretary shall not be satisfied by its being done or to the same person acting both as Director and as, or in place of, the Secretary.

XVIII THE SEAL

The Seal to be ill custody and use 92. The Board shall provided for a Common. Seal for the purposes of the Company and shall have power

from time to time to destroy the same and substitute, a new seal in lieu thereof, and the Board shall provide for the safe custody of the seal for the time being, and the seal shall never by used except by

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the authority of the Board or a Committee of the Board previously given. Mode of execution of Deeds. 93. Subject to the provisions of the Act and these Articles every deed or other instrument, to which the seal

of the Company is required to be affixed, by the authority of the resolution of the Board shall, unless the same is executed by a duly constituted attorney of the Company be signed by at least one Director and shall be countersigned by another Director or the Secretary or same other person appointed by the Board for the purpose, on every such deed or instrument.

XIX DIVIDENDS AND RESERVES

Division of profits and declaration of dividends 94. The profits of the Company, subject to any special tights relating thereto created or authorised to be

created by these Article and subject to the provisions of these Articles, shall be divisible among the Members in proportion to the amount of capital paid up on the share held by them respectively provided always that subject as aforesaid any capital paid up on a share during the period in respect of which a dividend is declared shall unless the Board otherwise determine, only entitled the holder of such share to a proportionate amount of such dividend as from the date of payment.

Dividend to registered Shareholders only 95. No dividend shall be paid by the Company in respect of any share except to the registered bolder of

such share or to his order or to his banker. Reserves 96. (1) 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 of reserves which shall, at the discretion of the Board, applicable for any purpose to which the profits of the Company may be properly applied including provisions for meeting contingencies or for equalising dividends, and pending such application, may at the like discretion, either be employed in the business of tile Company or be invested in such investments, other than shares of the Company, as the Board may, from time to time think fit.

(2) The Board may also carry forward any profits which it may think prudent not to divide,

without setting then aside as a reserve. Notice of dividend 97. Notice of any dividend that may have been declared shall be given to the persons entitled to share

therein in the manner mentioned in the Act and these Articles. Dividend not to bear interest 98. No dividend shall bear interest against the Company. Loss of dividend warrants etc. 99. The Company may issue a duplicate cheque or dividend warrant or interest warrant on shareholder or

holder of debenture furnishing such indemnity or otherwise as the Board may think proper. Declaration of dividend 100. The Company in General Meeting may declare a dividend to be paid to the Members according to their

respective rights and interests in the profits and may, subject to the provisions of Section 207 of the Act, fix the time for payment.

Restrictions on amount of dividend

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101 The Company in General Meeting may declare a smaller dividend but the dividend declared shall not be larger than is recommended by the Board.

Declaration of interim dividends 102. The Board may from time to time pay to the Members such interim dividends as appear to the Board to

be justified by the financial position of the Company. Dividend to be paid in cash only 103. Subject to the provisions of the Act and these Articles, no dividend shall be payable except in cash,

Provided that nothing in this Article shall be deemed to prohibit the capitalisation of profits or reserves of the Company for the purposes of issuing up any amount for the time being unpaid on any shares held by the Members of the Company.

Dividend how remitted 104. Dividend may be paid by cheques or warrant or by a payslip or receipt having the force of a cheque or

warrant sent through the post to the registered address of the Member or person entitled or in case of joint holders to that one of them first named in the Register in respect of the joint holding or in case of registered shareholder having its registered address outside India by telegraphic transfer to such bank as may be designated from time to time by such Members. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant or payslip or receipt lost in transmission, or for any dividend lost to 'the Member' or person entitled thereto by the forged endorsement of any cheque or warrant or the forged signature on any payslip or receipt or the fraudulent recovery of the dividend by any other person by any means whatsoever.

Adjustment of dividend due 105. Any dividend due from Company to Member may without the consent of the such member be applied

by the company in or towards payment of any money due from him to the company for calls. No unclaimed dividend shall be forfeited by the Board unless the claim thereto becomes barred by law and the Company shall comply with all the provisions of Section 205-A of Companies Act in respect of unclaimed or unpaid dividend.

XX CAPITALISATLON OF RESERVES

Capitalization 106 (1) Any General Meeting may, upon the recommendation of the Board resolve that any moneys

standing to the credit of the Share Premium Account or Capital Redemption Reserve Account or any moneys, investments or other assets forming part of the undivided profits of the Company including profits or surplus moneys realised on sale of capital assets of the Company standing to the credit fund or reserve of the Company or in the hands of the Company and available for dividend to be capitalised and distributed.

(a) By the issue and distribution, among the holders of the shares of the Company or any of them

on the footing that they become entitled thereto as capital in accordance with their respective rights and interests and in proportion· to the amount paid or credited, as paid thereon of paid up shares, bonds or other obligations of the Company; or

(b) By crediting shares of the Company which any have been issued and are not fully paid up, in

proportion to the amounts paid or credited as paid thereon respectively, with the whole or any part of the same remaining unpaid thereon.

(2) The Board shall give effect to such resolution and apply such portion of the profits or Reserve Fund or

any other Fund as may be required for the purposes of making payments in full or in part for the shares, of the Company to distributed or (as the case may be) for purpose of paying in whole or in part, the

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amount remaining unpaid on the shares which may have been issued and are not fully paid up provided that no such distribution or payment shall be made unless recommended by the Board and it if so recommended, such distribution and payment shall be accepted by such shareholders in full satisfaction of their interest in the paid capitalised sum.

(3) For the purpose of giving effect to any such resolution, the Board may settle any difficulty which may

arise in regard to the distribution or payment as aforesaid as they think expendient and in particular they may issue fractional certificates and generally may make stich arrangements for the acceptance, allotment and sale of such shares, bonds or otherwise as they may think fit, and may make cash payments to any holders of shares on the footing of the value so fixed in order to adjust rights and may vest any shares, bonds or other obligations in trustees upon such trust for adjusting such rights any seem expedient to the Board.

(4) In cases where some of the shares of the company are fully paid and others are partly paid, only such

capitalisation may be effected by the distribution of further shares in respect of the fully paid shares and by crediting the partly paid shares with the whole or part of the unpaid liability thereon, but so that as between the holders of the fully paid shares and the partly paid shares, the sums so applied in the payment of such further shares and in the extinguishment or diminution of the liability on the partly paid shares shall be so applied pro rata in proportion to the amounts then already paid or credited as paid on the existing fully paid and partly paid shares respectively.

(5) Where deemed requisite, a proper contract shall be filed in accordance with Section 75 of the Act, and

the Board may appoint any person to sign such contract on behalf of the persons entitled to the dividend or capitalised fund, such appointment shall be effective.

Distribution of the realisation of capital assets etc. 107. A General Meeting may resolve that any surplus money arising from the realisatiou of any capital

assets of the Company or any investments representing the same or any other undistributed profits of the Company be distributed amongst the Members on the footing that they receive the same as capital.

XXI INSPECTION OF BOOKS OF ACCOUNTS & REGISTE1tS

Inspection by members 108. (1) The Board shall from time to time, determine whether and to 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 Members not being Directors.

(2) No Member, not being a Director, shall have any right of inspecting any accounts or books or

documents of the Company except as conferred by law or authorised by the Board or by the Company in General Meeting.

XXII BALANCE SHEET AND PROFIT & LOSS ACCOUNT

Financial Accounts to be laid in Annual General Meeting 109 The Directors shall lay before each Annual General Meeting Profits & Loss Account for the financial

year of the Company and Balance sheet made upto the end of financial year and audited by a qualified Auditor under the Provision of the Act.

XXIII AUDIT

Appointment of Auditors & fixation of their, remuneration 110 (i) The first auditors of the Company shall be appointed by the Board of Directors within one

month of its incorporation who shall hold office till the conclusion of first Annual General Meeting.

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(ii) The Directors may fin up any casual vacancy in the office of the auditors. (iii) The remuneration of the auditors shall be fixed by the Company in General Meeting except

that remuneration or the first or any other auditors appointed by the Directors may he fixed by the Directors.

XXIV NOTICES & DOCUMENTS

Right of Auditor to attend General Meeting 111. All notices of and any other communications relating to any General Meeting of the Company or

adjourned meeting as the case may be which any Member of the Company or any other person, is entitled to have sent to him shall also be forwarded to the Auditors of the Company, and each of tile Auditors shall be entitled to attend any General Meeting and to be heard at any General Meeting which he attends on any part of the business which concerns him as Auditor.

Services of notices on Company 112. A notice may be served on the Company or any officer thereof by delivering it at its Registered Office

or, by sending it to the Company or officer at the Registered office of the Company by registered post or cable confirmed by registered post, the term notice in these Articles shall include summons, notice, requisition, order or legal process and any document in relation to or in the winding up of the Company.

Service of notice on Members by Company 113. A notice may be served by the Company on any Member either personally or by sending it by post to

him to his registered address or if he has no registered address in India to the address, if any, within India supplied by him to the Company for giving of notice to him.

Persons entitled to notice of General Meeting 114. Notice of every general meeting shall in addition to the-members and Auditors of the Company in

accordance with the provisions of the Act, be given to Directors of the Company. Ommission of notice not invalidate proceedings 115. Any accidental ommission to give notice to or the non-receipt of notice by any Member or other person

to whom it should be given shall not invalidate the proceedings at the meeting. Service of document by advertisement 116. A document advertised in a newspaper circulating in the neighbourhood at the Registered Office of the

Company shall be deemed to be fully served on the day on which advertisement appears, on every Member of the Company who has no registered address in India and has not supplied to the Company an address within India, for giving of notice to him. Where a document is sent by post, service thereof shall be, deemed to be effected by properly addressing pre-paying and posting a letter containing the document and to have been effected in the case of a notice of a meeting at the expiration of 48 hours after the letter containing the same is posted and in any other case, the time at which the letter would be delivered in the ordinary course of post.

Service of document on legal representatives 117. A document may be served by the Company to the persons entitled to a, share in consequence of the

death or insolvency of a Member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased, or assignees of the insolvent, or by any like description, at the address, if any in India supplied for the purpose by the persons claiming to be entitled, or until such an address has been so supplied, by serving the document in any manner in which the same might have been served if the death or insolvency bad not occurred.

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Document or notice by Company and signature thereto 118. Any document or notice to be served or given by the Company may be signed by a Director or

Secretary or some person duly authorised by the Board of Directors for such purposes and the signature thereto may be written, printed or lithographaed or stamped.

Authentication of documents & proceedings 119. Save as otherwise expressly provided in the Act, or these Articles, a document or proceeding requiring

authentication by the Company may be signed by a Managing Director, Director the Manager, the Secretary or a duly authorised officer of the Company and need not be under its common seal.

Transferee bound by prior notices 120. Every person who by operation of laws. transfer or other means whatsoever shall become entitled to

any share shall be bound by every notice in respect of such share which previously to his name and address being, entered on the Register has been duly given to the person from whom he derives his title to such shale. Notice valid though Members deceased.

121. Subject to the provisions of the Articles, herein mentioned any notice or document delivered or sent by

post to or left at the registered address of any Members in pursuance of these Articles shall notwithstanding such Member, be then deceased and whether or not Company as notice of his demise be deemed to have been served in respect of any registered share, whether hold solely or jointly with other persons by such Member, until some other person be registered in his stead as the holder or joint-holder thereof, and such service shall for all purposes of these presents be deemed a sufficient service of such, notice or document on his or her heirs, executors or administrators & all persons if any jointly interested with him or her in any such share.

XXV WINDING UP

Distribution of assets 122. Subject to the provisions of the Act, and these Articles, if the Company shall be wound up and the

assets available for distribution among the Members his such shall not be sufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as merely as may be the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, the assets available for distribution among the Members shall be more than sufficient to repay the whole of the, capital paid up at the commencement, of the winding up the excess shall be distributed amongst the Members in proportion to the capital, at the commencement of the winding up, paid up on the shares hold by them respectively. The clause is however, without prejudice to the rights of the holders of shares issued upon preferential terms and conditions.

Distributions in specie or kind 123. If the Company shall be wound up whether voluntarily or otherwise the liquidator may with the

sanction of a special resolution divide amongst the, contributories in specie or kind, the whole or any part of the assets of the Company and may with the like sanction vest the whole or 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 liquidator, with the like sanction shall think fit.

XXVI SECRECY CLAUSE

Secrecy 124. Every Director, manager, auditor, trustee, member of committee, officer, agent accountant or other

person employed in the business of the Company shall, if so required by the Board, before entering upon his duties, sign a declaration pledging himself to observe a strict secrecy respecting all transactions of the Company with the customers and the state of account with individuals and in

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matters relating thereto, and shall be such declarations pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the Board or by any meeting or by the law of the company and except so far as may be necessary in order to comply with any of the provisions in these presents contained. No shareholder to enter the premises of the Company without permission.

125. Subject to Article 108 hereof, no member or other person (other than a Director) shall be entitled, to

enter the property of the company or to inspect or examine the company's premises or properties of the books of accounts of the company without the permission of the Board of Directors of the company for the time being or to 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 or trade of 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 board it will be inexpedient in the interest of the company to disclose or communicate.

XXVII INDEMNITY

Indemnity 126. Every officer or agent for the time being of the Company shall be indemnified out or the assets of the

company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application on under Section 633 of the Act, in which relief is granted to him by the court.

Subject to the Section 201 of the Act, no Directors or other Officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Directors or officer or for joining in any receipt or other act for conformity or for any receipt or other act through the insufficiency of title to any property acquired 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 invested or for any loss or damage arising from the bankruptcy, insolvency, or tortious acts of any person with whom any moneys, securities or effects shall be deposited or for any loss occasioned by the error or judgement or oversight, or his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto.

127 Notwithstanding anything contained in the Articles of Association of the Company, the Joint Venture

Agreement dated 14th September, 1985 executed between the Company and the promoter shareholders, as modified/ extended or to be modified/ extended from time to time will be deemed to be a part of the Articles, of Association and will be binding on the Company.

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SECTION IX – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered in to in the ordinary course of business carried on by the Company or entered into more than two years before the date of this Draft Letter of Offer) which are or may be deemed material have been entered or are to be entered in to by the Company. These contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered and Corporate Office of the Company, from 10 a.m. to 4 p.m. on any Business Day, from the date of this Draft Letter of Offer until the Issue Closing Date. Material Contracts 1. Issue agreement dated February 7, 2013 between the Company and the Lead Managers. 2. Agreement dated February 4, 2013 between the Company and the Registrar to the Issue.

3. Tripartite Agreement dated August 6, 2005 between the Company, Link Intime India Private Limited and

NSDL for offering depository option to the Applicants. 4. Tripartite Agreement dated July 18, 2005, between the Company, Link Intime India Private Limited and

CDSL for offering depository option to the Applicants. 5. Shareholders agreement dated September 30, 2005 between the company and AGSL and the directors, key

employees and associates of the Company, AGSL and other associated companies. 6. Shareholders’ Agreement dated May 17, 2011 between the Company and Orient Green Power Company

Limited and Beta Wind Farm Private Limited. 7. Share subscription Agreement dated April 8, 2011 between the Company and Caparo Power Private

Limited. 8. Memorandum of understanding dated March 30, 2010 between the Company and Mr. Aditya Bhutani. 9. Joint Venture Agreement dated September 14, 1985 between Maruti Suzuki India Limited (earlier known

as Maruti Udyog limited), Asahi Glass Co. Limited, Japan, the Indo-Asahi Glass Company Limited and B.M. Labroo and Associates.

10. Shareholders’ agreement dated April 1, 2001 between the Company and Map Auto Limited and Asahi India

Map Auto Glass Limited. Material Documents

1. Certified copies of the updated Memorandum of Association and Articles of Association. 2. Certificate of incorporation of the Company dated September 26, 2002. 3. Certified copies of the resolution of the Board dated October 10, 2012 in relation to the Issue and other

related matters. 4. Consents of the Directors, Company Secretary, Auditors, the Lead Managers to the Issue, Bankers to the

Company, legal advisor, Registrar to the Issue to include their names in this Draft Letter of Offer to act in their respective capacities.

5. Letter dated February 4, 2013 from the Auditor of the Company confirming “Statement of Tax Benefits” as

provided in this Draft Letter of Offer. 6. Certified true copy of the resolutions passed by the Company, re-appointing Mr. Sanjay Labroo and Mr.

Hideaki Nohara as Managing Director and Deputy Managing Director and CTO (Auto) respectively.

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7. The reports of the Auditors dated February 7, 2013 as set out herein in relation to the restated

unconsolidated/ consolidated financials of our Company as at and for the years ended March 31, 2012, 2011, 2010, 2009 and 2008 and the six-month period ended September 30, 2012, including notes and related financial statement schedules.

8. Annual Report of the Company for the last five financial years and audited financial for six-month period

ended September 30, 2012. 9. Due Diligence Certificate dated February 7, 2013 from the Lead Managers to the Issue. 10. Applications made for in-principal approvals dated [•] and [•] from NSE and BSE. 11. In-principal listing approvals dated [•] and [•] received from the NSE and BSE, respectively.

Any of the contracts or documents mentioned in this Draft Letter of Offer as may be amended or modified at any time, if so required in the interest of our Company or if required by the other parties, without reference to the shareholders, subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

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DECLARATION No statement made in this Draft Letter of Offer contravenes any of the provisions of the Companies Act and the rules made thereunder. All the legal requirements connected with the Issue as also the regulations, guidelines, instructions, etc. issued by the SEBI, GoI and any other competent authority in this behalf have been duly complied with. We further confirm that all the statements in this Draft Letter of Offer are true and correct. Signed by all the Directors of the Company B. M. Labroo Non-executive Director and Chairman

Sanjay Labroo Managing Director & Chief Executive Officer

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Hideaki Nohara Deputy Managing Director & C.T.O. (Auto)

Kimikazu Ichikawa Non-executive Director

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Shinzo Nakanishi Non-executive Director

Surinder Kapur Independent Director

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Keiichi Nakagaki Independent Director

Rahul Rana Independent Director

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Gautam Thapar Independent Director

Gurvirendra Singh Talwar Independent Director

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_____________________ Shailesh Agarwal Chief Financial Officer Place: Gurgaon, Haryana Date: February 7, 2013