LETTER OF OFFER Dated August 14, 2009 For Equity Shareholders of our Company Only PIRAMAL GLASS LIMITED (Incorporated initially as a Private Limited Company on February 6, 1998 under the name and style of “Gujarat Glass Private Limited” under the provisions of the Companies Act, 1956, in the State of Maharashtra. Subsequently, the word ‘private’ was deleted from our Company’s name w.e.f. February 13, 1998 and our Company became a Deemed Public Company pursuant to the provisions of Section 43A of the Companies Act, 1956. Our Company ceased to be a Deemed Public Company by operation of law consequent to insertion of Section 43A(2A) in the Companies Act, 1956, w.e.f. September 28, 2001 and the word ‘Private’ was added to its name. Our Company was converted into a Public Limited Company on March 6, 2007. On April 2, 2008, the name of our Company was changed to “Piramal Glass Limited”.) Registered Office: Nicholas Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013. Tel.: +91 22 3046 7836 Fax: +91 22 2490 2363; E-mail: [email protected]; Website: www.piramalglass.com (The Registered Office of our Company was earlier situated at 100, Centre Point, Dr. Ambedkar Road, Parel, Mumbai – 400 012, which was shifted to its present registered address with effect from November 3, 2004.) Corporate Office: Piramal Tower Annexe, 6th Floor, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Tel: +91 22 3046 7836, Fax: +91 22 2490 2363, Website: www.piramalglass.com, Contact person: Ms. Maria Monserrate, Company Secretary & Compliance Officer, Email: [email protected] FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF OUR COMPANY ONLY ISSUE OF 6,29,40,500 EQUITY SHARES OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. 30 (INCLUDING A SHARE PREMIUM OF RS. 20) PER EQUITY SHARE AGGREGATING Rs. 188.82 CRORES ON RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 7 (SEVEN) EQUITY SHARES FOR EVERY 2 (TWO) FULLY PAID-UP EQUITY SHARES HELD ON THE BOOK CLOSURE DATE, I.E. AUGUST 13, 2009 GENERAL RISKS Investment in equity and equity related securities involve 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 their investment. Investors are advised to read the section titled “Risk Factors” beginning on Page ix of this Letter of Offer 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 Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Investors are advised to refer to “Risk Factors” beginning on page ix 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 of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares of our Company are listed on Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and, Ahmedabad Stock Exchange Limited (ASE). We have received in-principle approval from BSE, NSE and ASE for listing of the Equity Shares arising from this Issue vide letter no DCS/PREF/JA/IP-RT/170/09-10 dated May 13, 2009, letter no NSE/LIST/108636- K dated May 25, 2009 and letter no ASEL/09/284 dated May 28, 2009, respectively. For the purpose of this Issue, the Designated Stock Exchange shall be BSE. LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE Kotak Mahindra Capital Company Limited Link Intime India Pvt. Ltd. 3rd Floor, Bakhtawar, 229, Nariman Point, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Mumbai 400 021, India Bhandup (W), Tel: +91 22 6634 1100 Mumbai- 400 078. Fax: +91 22 2283 7517 Tel: +91 22 2596 0320 Email: [email protected] Fax: +91 22 2596 0329 Investor Grievance Id: [email protected] Email: [email protected] Website: www.kotak.com Website: www.linkintime.co.in Contact Person: Mr. Chandrakant Bhole Contact Person: Ms. Vaishali Sarang SEBI Registration No.: INM000008704 SEBI Registration No.: INR000004058 ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR ISSUE CLOSES ON SPLIT APPLICATION FORMS August 26, 2009 September 3, 2009 September 9, 2009 TABLE OF CONTENTS Description Page. No. General Definitions and Abbreviations i Presentation of Financial Information and Use of Market Data vii Forward Looking Statements viii Risk Factors Risk Factors ix Introduction The Issue 1 Summary 2 General Information 14 Capital Structure 20 Objects of the Issue 29 Basis for Issue Price 31 Statement of General Tax Benefits 33 About Us Industry Overview 43 Our Business 49 Regulations and Policies 60 Our History and Certain Corporate Matters 64 Dividends 67 Our Subsidiaries 68 Management 73 Promoter and Promoter Group 89 Related Party Transactions 121 Financial Statements Auditors’ Report 122 Management Discussion and Analysis of Financial Conditions and Results of 165 Operations Financial Indebtedness 180 Legal and Regulatory Information Outstanding Litigation and Material Developments 191 Government and Other Approvals 229 Statutory and Other Information 233 Issue Related Information Terms of the Issue 246 Main Provisions of the Articles of Association of our Company Main Provisions of the Articles of Associations of our Company 265 Other Information Material Contracts and Documents for Inspection 279 Declaration 280 GENERAL DEFINITIONS AND ABBREVIATIONS In this Letter of Offer, the terms "we", "us", "our", "our Company" "" or "PGL", unless the context otherwise implies, refer to Piramal Glass Limited. All references to “Rupees”, “Rs.” ” refer to Indian Rupees, the official currency of Republic of India; references to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable, and the words “Lakh” or “Lacs” mean “100 thousand” and the word “million” means “10 lakh” and the word “crore” means “10 million” or “100 lakhs” and the word “billion” means “1,000 million” or “100 crores”. Any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. Conventional Terms & Abbreviations ACIT Assistant Commissioner of Income Tax ACM Audit Committee Meeting(s) AGM Annual General Meeting Addl, CIT Additional Commissioner of Income Tax Articles/ Articles of Association Articles of Association of Piramal Glass Limited AO Assessing Officer ASE Ahmedabad Stock Exchange Limited AY Assessment Year BSE Bombay Stock Exchange Limited Book Closure Date August 13, 2009 CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Limited CEGAT The Customs, Excise and Gold Appellate Tribunal CENVAT or cenvat The Central Value Added Tax CESTAT The Customs, Excise, Service Tax Appellate Tribunal CIT Commissioner of Income Tax CIT (A) Commissioner of Income Tax, Appeals Companies Act The Companies Act, 1956, as amended thereto from time to time Competition Act The Competition Act, 2002 and amendments from time to time Consolidated Certificate In case of shares in physical form, the Company would issue one certificate for the Equity Shares allotted to one folio CrPC Criminal Procedure Code, 1973 as amended to date DCIT Deputy Commissioner of Income Tax Delisting Guidelines SEBI (Delisting of Securities) Guidelines, 2003 issued by SEBI, as amended, including instructions and clarifications issued by SEBI, from time to time. Depositories Act The Depositories Act, 1996 and amendments thereto from time to time DP Depository Participant EBIDTA Earnings before interest, depreciation and tax EPS Earnings per share Equity Shares Equity shares of our Company of Rs.10 each unless otherwise specified in the context thereof Equity Shareholder A Holder of Equity Shares of our Company FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 and amendments thereto from time to time FI Financial Institution FII Foreign Institutional Investors registered with SEBI under applicable laws FIPB Foreign Investment Promotion Board Financial year/ fiscal/ FY The twelve months ended March 31 of a particular year, unless otherwise stated i GST Gujarat Sales Tax HUF Hindu Undivided Family ICAI Institute of Chartered Accountants of India ICM Investor Grievance Committee Meeting IPC Indian Penal Code, 1860 and amendments thereto from time to time Indian GAAP The generally accepted accounting principles in India IRR Internal Rate of Return I.T. Act Income Tax Act, 1961 and amendments thereto from time to time ITAT Income Tax Appellate Tribunal JMFC Judicial Magsitrate First Class Listing Agreement Agreement entered into between our Company with the Stock Exchanges LOI Letters of Intent Memorandum/Memorandum of Association Memorandum of Association of Piramal Glass Ltd. MW Mega Watt MHADA Maharashtra Housing and Area Development Authority N.A. Not Applicable NAV Net Asset Value NPIL Nicholas Piramal India Ltd. NR Non Resident NRE Non Resident External Account NRI(s) Non Resident Indian(s) NRO Non Resident Ordinary Account NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited OCB(s) Overseas Corporate Body(ies) MODVAT/Modvat The Modified Value Added Tax p.a. Per annum PAT Profit after tax RBI Reserve Bank of India ROC Registrar of Companies, Mumbai, Maharashtra RoNW Return on Net Worth RTGS Real Time Gross Settlement s./S.