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LETTER OF OFFER Dated November 07, 2007 For Equity Shareholders of the Company only LIMITED (Originally incorporated on August 26, 1907 under the Indian Companies Act, 1882 as The Tata Iron and Steel Company Limited and name was changed to Tata Steel Limited with effect from August 12, 2005) Registered Office: Bombay House, 24 Homi Mody Street, Fort, Mumbai 400 001, Maharashtra, India Tel. no. (91 22) 66658282 Fax no. (91 22) 66657724 Contact Person: Mr. J. C. Bham, Company Secretary and Compliance Officer E-mail: [email protected]; Website: www.tatasteel.com FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY LETTER OF OFFER SIMULTANEOUS BUT UNLINKED ISSUE OF 121,794,571 EQUITY SHARES OF RS. 10 EACH AT A PREMIUM OF RS. 290 PER EQUITY SHARE AGGREGATING RS. 36,538 MILLION TO THE EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF 1 EQUITY SHARE FOR EVERY 5 EQUITY SHARES HELD ON THE RECORD DATE (NOVEMBER 5, 2007) AND 548,075,571 CUMULATIVE COMPULSORILY CONVERTIBLE PREFERENCE SHARES OF THE FACE VALUE RS. 100 EACH AT A PRICE OF RS. 100 EACH AGGREGATING RS. 54,808 MILLION IN THE RATIO OF 9 CUMULATIVE COMPULSORILY CONVERTIBLE PREFERENCE SHARES FOR EVERY 10 EQUITY SHARES HELD ON THE RECORD DATE (“ISSUE”). THE ISSUE PRICE FOR EQUITY SHARES IS 30 TIMES OF THE FACE VALUE OF THE EQUITY SHARE. TOTAL PROCEEDS FROM THE ISSUE OF EQUITY SHARES AND PREFERENCE SHARES WOULD AGGREGATE RS. 91,346 MILLION GENERAL RISKS Investments 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 Risk Factors carefully before taking an investment decision in relation to 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 5 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 material 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 Bombay Stock Exchange Limited (“BSE”), The National Stock Exchange of India Limited (“NSE”) and the Calcutta Stock Exchange Association Limited (“CSE”). The Company has received “in-principle” approvals from BSE and NSE for listing the Equity Shares arising from this Issue vide letters dated August 27, 2007 and September 10, 2007 respectively. For the purposes of the issue, the Designated Stock Exchange shall be BSE. LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE JM Financial Consultants Citigroup Global Markets DSP Merrill Lynch Limited Intime Spectrum Registry Limited Private Limited India Private Limited Mafatlal Center, 10th Floor, C 13, Pannalal Silk Mills Compound, 141, Maker Chamber III 12th Floor, Bakhtawar Nariman Point, LBS Marg, Bhandup (West), Nariman Point, 229, Nariman Point, Mumbai 400 021, Mumbai 400 078 Mumbai 400 021, Mumbai 400 021, India India Tel: (91 22) 2596 0320 India Tel. : (91 22) 6631 9999 Tel: (91 22) 6630 3030 Tel. : (91 22) 6632 8000 Fax: (91 22) 2596 0328/29 Fax: (91 22) 2202 8224 Fax. : (91 22) 6631 9803 Fax. : (91 22) 2204 8518 Toll Free No. 1800-22-0320 Email: [email protected] Email: [email protected] Email: [email protected] Email:[email protected] Website: www.jmfinancial.in Website: www.citibank.co.in Website: www.dspml.com Contact Person: Ms. Awani Thakkar Contact Person: Ms. Poonam Karande Contact Person: Mr. Pankaj Jain Contact Person: Mr. Aseem Goyal SEBI Reg No: INM000003761 SEBI Reg No: INM000010361 SEBI Reg No: INM000010718 SEBI Reg No: INM000002236 ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR ISSUE CLOSES ON SPLIT APPLICATION FORMS NOVEMBER 22, 2007 DECEMBER 7, 2007 DECEMBER 21, 2007 TABLE OF CONTENTS I. ABBREVIATIONS & TECHNICAL TERMS ............................................. 1 II. RISK FACTORS .................................................................... 5 III. THE ISSUE ........................................................................ 24 IV. SELECTED FINANCIAL INFORMATION ............................................. 25 V. GENERAL INFORMATION .......................................................... 28 VI. CAPITAL STRUCTURE ............................................................. 36 VII. OBJECTS OF THE ISSUE .......................................................... 48 VIII. BASIS FOR ISSUE PRICE ......................................................... 52 IX. STATEMENT OF TAX BENEFITS .................................................... 54 X. INDUSTRY OVERVIEW ............................................................. 60 XI. BUSINESS ......................................................................... 66 XII. REGULATIONS AND POLICIES .................................................... 92 XIII. HISTORY AND CORPORATE STRUCTURE ......................................... 96 XIV. DIVIDENDS ...................................................................... 104 XVI. MANAGEMENT .................................................................. 105 XVII. PROMOTER .................................................................... 119 XVIII. GROUP COMPANIES ............................................................ 123 XIX. SUBSIDIARIES ................................................................... 136 XX. JOINT VENTURE COMPANIES ..................................................... 185 XXI. RELATED PARTY TRANSACTIONS ................................................ 191 XXII. AUDITOR’S REPORT ............................................................ 198 XXIII. SUMMARY CONSOLIDATED FINANCIAL STATEMENTS OF CORUS GROUP LIMITED ........................................................................... F-1 XXIV. STOCK MARKET DATA FOR EQUITY SHARES OF THE COMPANY ................ 202 XXV. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .......................................................... 203 XXVI. MATERIAL DEVELOPMENTS ................................................... 227 XXVIII. DESCRIPTION OF CERTAIN INDEBTEDNESS ................................... 231 XXIX. OUTSTANDING LITIGATION AND DEFAULTS .................................... 235 XXX. GOVERNMENT APPROVALS ..................................................... 292 XXXI. STATUTORY AND OTHER INFORMATION ....................................... 317 XXXII. TERMS OF THE PRESENT ISSUE ................................................ 328 XXXIII. MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ....................... 346 XXXIV. MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .................. 359 XXXV. DECLARATION ................................................................ 360 OVERSEAS SHAREHOLDERS The distribution of this Letter of Offer and the issue of Equity Shares and Cumulative Compulsorily Convertible Preference 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 this Letter of Offer may come are required to inform themselves about and observe such restrictions. The Company is making this issue of Equity Shares and Cumulative Compulsorily Convertible Preference Shares on a rights basis to the shareholders of the Company and the Letter of Offer/Abridged Letter of Offer and CAF will be dispatched to those shareholders who have an Indian address. 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 Letter of Offer has been filed with SEBI for observations and SEBI has given its observations. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and this Letter of Offer may not be distributed in any jurisdiction outside of India. Receipt of this Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and, those circumstances, this Letter of Offer must be treated as sent for information only and should not be copied or redistributed. No person receiving a copy of this Letter of Offer in any territory other than in India may treat the same as constituting an invitation or offer to him, nor should he in any event use the CAF. The Company will not accept any CAF where the address as indicated by the applicant is not an Indian address. Accordingly, persons receiving a copy of this Letter of Offer should not, in connection with the issue of Equity Shares or the rights entitlements, distribute or send the same in or into the United States or any other jurisdiction