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Aditya Birla Nuvo Limited C M Y K Letter of Offer Dated : December 15, 2006 For Equity Shareholders of the Company ADITYA BIRLA NUVO LIMITED (Originally incorporated as The Indian Rayon Corporation Limited on September 26, 1956 under the Companies Act, 1956 as a public limited company. The Company’s name was changed to Indian Rayon and Industries Limited on January 23, 1987 and subsequently to Aditya Birla Nuvo Limited on October 27, 2005. The registered office of the Company was shifted from Mumbai to its present location on December 13, 1961. For further details see “History of the Company and Other Corporate Matters” on page 65 of this Letter of Offer. Registered Office: Indian Rayon Compound, Veraval - 362 266, Tel: + 91 2876-245711 Fax: + 91 2876-243220 Corporate Office: Aditya Birla Center, ‘A’ Wing, 4th Floor, S.K. Ahire Marg, Worli, Mumbai 400 030. Tel: + 91 22 24995000/ 66525000 Fax: + 91 22 24995821/ 66525821 Contact Person: Mr. Devendra Bhandari – Company Secretary and Compliance Officer E-mail: [email protected]; Website: www.adityabirlanuvo.co.in FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY LETTER OF OFFER ISSUE OF 98,26,638 EQUITY SHARES OF RS.10 EACH AT A PREMIUM OF RS.783 PER EQUITY SHARE FOR AN AMOUNT AGGREGATING RS. 779.25 CRORES TO THE EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF TWO EQUITY SHARES FOR EVERY SEVENTEEN EQUITY SHARES HELD ON THE RECORD DATE i.e. DECEMBER 8, 2006 (“ISSUE”). THE ISSUE PRICE IS 79.3 TIMES OF THE FACE VALUE OF THE EQUITY SHARE. GENERAL RISKS Investments in equity and equity related securities involve a degree of risk and Investors should not invest any funds in this 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 this Issue. For taking an investment decision, Investors must rely on their own examination of the Issuer and the Issue including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Investors are advised to refer to “Risk Factors” on page viii of this Letter of Offer before making an investment in this Issue. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this 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 Letter of Offer is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this 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 Bombay Stock Exchange Limited (“BSE”) and The National Stock Exchange of India Limited (“NSE”). The Company has received “in-principle” approvals from BSE and the NSE for listing the Equity Shares arising from this Issue vide letters dated October 4, 2006 and October 5, 2006 respectively. The BSE shall be the Designated Stock Exchange. LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE Enam Financial Consultants DSP Merrill Lynch Limited Intime Spectrum Registry Limited Private Limited Mafatlal Centre, 10th Floor C13, Pannalal Silk Mills Compound, 801/802, Dalamal Towers Nariman Point, Mumbai 400 021 LBS Marg, Bhandup (West), Nariman Point, Mumbai 400 021 Tel: + 91 22 6632 8000 Mumbai-400 078 Tel: +91 22 6638 1800 Fax: + 91 22 2204 8518 Tel: + 91 22 2596 0320 Fax: +91 22 2284 6824 Email: [email protected] Email: [email protected] Fax: + 91 22 2596 0329 Website: www.enam.com Website: www.dspml.com Email: [email protected] Contact Person: Mr. Sachin K. Chandiwal Contact Person: Mr. Kartik Desai Contact Person: Mr. Vishwas Attawar ISSUE PROGRAMME LAST DATE FOR REQUEST FOR ISSUE OPENS ON ISSUE CLOSES ON SPLIT APPLICATION FORMS DECEMBER 26, 2006 JANUARY 9, 2007 JANUARY 25, 2007 C M Y K TABLE OF CONTENTS ABBREVIATIONS & TECHNICAL TERMS ............................................................................................................ iv RISK FACTORS .................................................................................................................................................... viii SUMMARY .............................................................................................................................................................. 1 THE ISSUE ............................................................................................................................................................. 7 SELECTED FINANCIAL INFORMATION ................................................................................................................ 8 GENERAL INFORMATION .................................................................................................................................... 10 CAPITAL STRUCTURE ......................................................................................................................................... 16 OBJECTS OF THE ISSUE .................................................................................................................................... 25 BASIS FOR ISSUE PRICE ................................................................................................................................... 28 STATEMENT OF TAX BENEFITS ........................................................................................................................ 30 INDUSTRY OVERVIEW ........................................................................................................................................ 35 OUR BUSINESS ................................................................................................................................................... 41 REGULATIONS AND POLICIES ........................................................................................................................... 60 HISTORY OF THE COMPANY AND OTHER CORPORATE MATTERS ............................................................... 65 DIVIDENDS ........................................................................................................................................................... 80 MANAGEMENT ..................................................................................................................................................... 81 PROMOTER .......................................................................................................................................................... 97 GROUP COMPANIES ..........................................................................................................................................101 OUR SUBSIDIARIES ...........................................................................................................................................112 OUR JOINT VENTURE COMPANIES ..................................................................................................................132 RELATED PARTY TRANSACTIONS ...................................................................................................................138 AUDITORS REPORT ...........................................................................................................................................145 STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY ...............................................................228 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITIONS AND RESULTS OF OPERATIONS ...............................................................................................................................230 MATERIAL DEVELOPMENTS .............................................................................................................................247 DESCRIPTION OF CERTAIN INDEBTEDNESS ..................................................................................................249 OUTSTANDING LITIGATIONS AND DEFAULTS .................................................................................................255 GOVERNMENT APPROVALS .............................................................................................................................335 STATUTORY AND OTHER INFORMATION.........................................................................................................346 TERMS OF THE ISSUE .......................................................................................................................................358 MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION .............................................................................375 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ......................................................................381 DECLARATION ....................................................................................................................................................383 NO OFFER IN THE UNITED STATES The rights and the shares of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws and may not be offered, sold, resold or otherwise
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