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Titan Industries Limited

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Titan Industries Limited LETTER OF OFFER For Equity Shareholders of the Company Only TITAN INDUSTRIES LIMITED (Previously known as Titan Watches Limited) (Originally incorporated in the State of Tamil Nadu on July 26, 1984 as Titan Watches Limited under the Companies Act, 1956 as a public limited company. Obtained the certificate of commencement of business on November 26, 1984. On September 21, 1993, we changed our name to Titan Industries Limited.) Registered Office: 3, SIPCOT Industrial Complex, Hosur 635 126; Tel: +91 4344 554199; Fax: +91 4344 276037 Corporate Office: Golden Enclave, Tower A, Airport Road, Bangalore 560 017; Tel: +91 80 5660 9000; Fax: +91 80 2526 3001 Web site: www.titanworld.com; Email: [email protected]; Contact Person: Mr. D. Krishnan For private circulation to the Equity Shareholders of the Company only LETTER OF OFFER ISSUE OF 21,13,813 PARTLY CONVERTIBLE DEBENTURES (PCDs) OF Rs. 600 EACH FOR CASH AT PAR AGGREGATING Rs. 1,26,82,87,800 ON RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF THE COMPANY IN THE RATIO OF ONE PCD FOR EVERY TWENTY EQUITY SHARES HELD ON MARCH 6, 2006 (i.e. THE RECORD DATE) 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. Before 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 the section titled “Risk Factors” beginning on page 4 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. CREDIT RATING The Partly Convertible Debentures being offered through this Letter of Offer have been rated by:· z CRISIL Limited as A/Stable (indicates adequate degree of safety with regard to timely payment of interest and principal on the instrument)· z ICRA Limited as LA (indicates adequate credit quality) 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 Madras Stock Exchange Limited (“MSE”). The Company has received “in-principle” approvals from BSE, NSE and the MSE for listing the Equity Shares and Non Convertible Debenture (NCDs) arising from this Issue vide letters dated January 27, 2006, January 30, 2006 and January 3, 2006, respectively. The Designated Stock Exchange for the Issue shall be the BSE. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE JM Morgan Stanley Private Limited Intime Spectrum Registry Limited 141 Maker Chambers III, C-13, Pannalal Silk Mills Compound Nariman Point, Mumbai 400 021 LBS Marg, Bhandup, Mumbai 400 078 Tel: +91 22 5630 3030 Tel: +91 22 2596 0320 Fax: +91 22 5630 1694 Fax: +91 22 2596 0329 Web site: www.jmmorganstanley.com Website: www.intimespectrum.com Email: [email protected] E-mail: [email protected] ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR ISSUE CLOSES ON SPLIT APPLICATION FORMS March 25, 2006 April 8, 2006 April 24, 2006 TABLE OF CONTENTS SECTION I : DEFINITIONS AND ABBREVIATIONS ........................................................................................... 1 Conventional / General Terms ..................................................................................................................... 1 Issue Related Terms .................................................................................................................................... 1 Abbreviations ................................................................................................................................................ 2 Company / Industry related terms ................................................................................................................ 3 SECTION II : RISK FACTORS .............................................................................................................................. 4 SECTION III : INTRODUCTION ............................................................................................................................ 17 Summary ...................................................................................................................................................... 17 The Issue ...................................................................................................................................................... 20 Selected Financial Information .................................................................................................................... 21 General Information ...................................................................................................................................... 27 Capital Structure ........................................................................................................................................... 31 Objects of the Issue...................................................................................................................................... 37 Basis for Issue Price .................................................................................................................................... 46 Statement of Possible Direct Tax Benefits available to Titan Industries Limited and its Shareholders .... 49 Promise versus Performance ....................................................................................................................... 53 SECTION IV : ABOUT THE ISSUER COMPANY ................................................................................................ 54 Industry Overview ......................................................................................................................................... 54 Business ....................................................................................................................................................... 55 History and Corporate Information ............................................................................................................... 72 Management ................................................................................................................................................. 93 Promoters ..................................................................................................................................................... 102 Related Party Transactions .......................................................................................................................... 105 Dividend policy ............................................................................................................................................. 109 Exchange Rates and Currency of Presentation .......................................................................................... 109 SECTION V : FINANCIAL STATEMENTS ........................................................................................................... 112 Financial Statements .................................................................................................................................... 113 Selected Financial Data (As Per Unconsolidated Restated Summary Financial Statements Under Indian GAAP) ................................................................................................. 193 Management’s Discussion And Analysis Of Financial Condition And Results Of Operations Of Titan Industries Limited In Accordance With Unconsolidated Indian GAAP .............................................. 195 Financial and Other Information of Group Companies................................................................................ 209 SECTION VI : LEGAL AND OTHER INFORMATION .......................................................................................... 221 Outstanding Litigation and Defaults ............................................................................................................. 221 Government Approvals................................................................................................................................. 237 Material Developments ................................................................................................................................ 238 Description Of Certain Indebtedness ........................................................................................................... 240 SECTION VII : OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................... 241 Stock Market Data For Equity Shares of Our Company ............................................................................
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