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HINDALCO INDUSTRIES LIMITED Registered Office: Century Bhavan, 3Rd Floor, Dr

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HINDALCO INDUSTRIES LIMITED Registered Office: Century Bhavan, 3Rd Floor, Dr LETTER OF OFFER November 25, 2005 For Equity Shareholders of the Company Only HINDALCO INDUSTRIES LIMITED Registered Office: Century Bhavan, 3rd Floor, Dr. Annie Besant Road, Worli, Mumbai 400 025, India. We were incorporated on December 15, 1958 as Hindustan Aluminium Corporation Limited under the provisions of the Companies Act, 1956. We changed our name from Hindustan Aluminium Corporation Limited to Hindalco Industries Limited on October 9, 1989. The Registered Office of the Company was shifted from Industry House, 159 Churchgate Reclamation, Mumbai 400 020, India effective September 1, 1970. (For further details see “History of the Company and Other Corporate Matters” on page 80 of this Letter of Offer.) Tel: +91-22-56626666; Fax: +91-22-24227586/24362516 Contact Person: Mr. Anil Malik, Company Secretary and Compliance Officer E-mail: [email protected], Website: www.hindalco.com For private circulation to the Equity Shareholders of the Company only LETTER OF OFFER FOR PRIVATE CIRCULATION TO THE ORDINARY SHAREHOLDERS OF THE COMPANY ONLY ISSUE, ON A RIGHTS BASIS OF 231,936,993 EQUITY SHARES WITH A FACE VALUE OF Re. 1 EACH AT A PREMIUM OF Rs. 95 PER EQUITY SHARE FOR AN AMOUNT AGGREGATING Rs. 22,266 MILLION TO THE EXISTING EQUITY SHAREHOLDERS IN THE RATIO OF ONE EQUITY SHARE FOR EVERY FOUR EXISTING EQUITY SHARES HELD BY THE EXISTING SHAREHOLDERS ON THE RECORD DATE, i.e., NOVEMBER 28, 2005 ON A PARTLY PAID BASIS IN TERMS OF THIS LETTER OF OFFER (“ISSUE”). THE ISSUE PRICE FOR THE EQUITY SHARES WILL BE PAID IN THREE INSTALLMENTS: 25% OF THE ISSUE PRICE WILL BE PAYABLE ON APPLICATION; 25% OF THE ISSUE PRICE WILL BECOME PAYABLE, AT THE OPTION OF THE COMPANY, BETWEEN 9 AND 12 MONTHS AFTER THE ALLOTMENT DATE; AND 50% OF THE ISSUE PRICE WILL BECOME PAYABLE, AT THE OPTION OF THE COMPANY, BETWEEN 18 AND 24 MONTHS AFTER THE ALLOTMENT DATE. THE TOTAL ISSUE PRICE IS 96 TIMES OF THE FACE VALUE OF THE EQUITY SHARES. FOR MORE DETAILS, SEE “TERMS OF THE ISSUE” ON PAGE 293 OF THIS LETTER OF OFFER. 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 vii 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 Stock Exchange, Mumbai (Designated Stock Exchange) (“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 6, 2005 and October 11, 2005 respectively. LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE JM Morgan Stanley Private Limited DSP Merrill Lynch Limited Karvy Computershare Private Limited 141 Maker Chambers III Mafatlal Centre, 10th Floor Unit: Hindalco Rights Issue Nariman Point, Nariman Point, Karvy House, 46 Avenue 4, Mumbai 400 021 Mumbai 400 021 Street No. 1, Banjara Hills, Tel: (91 22) 5630 3030 Tel: (91 22) 5632 8000 Hyderabad 500 034 Fax: (91 22) 2204 7185 Fax: (91 22) 2204 5818 Tel: (91 40) 2343 1546 Email: Hindalcorightsissue@ Email:[email protected] Fax: (91 40) 2343 1551 jmmorganstanley.com Email: [email protected] Website: www. dspml.com Website: www.jmmorganstanley.com Website: www.karvy.com Contact Person: Mr. Kushal Doshi Contact Person: Mr. Sumedh Jog Contact Person: Mr. Murali Krishna ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR SPLIT ISSUE CLOSES ON APPLICATION FORMS MONDAY, DECEMBER 19, 2005 TUESDAY, JANUARY 3, 2006 WEDNESDAY, JANUARY 18, 2006 HINDALCO INDUSTRIES LIMITED TABLE OF CONTENTS ABBREVIATIONS & TECHNICAL TERMS ........................................................................................... iii RISK FACTORS ..................................................................................................................................... vii SUMMARY ........................................................................................................................................... 1 THE ISSUE ........................................................................................................................................... 5 SELECTED FINANCIAL INFORMATION ............................................................................................. 6 GENERAL INFORMATION ................................................................................................................... 8 CAPITAL STRUCTURE ......................................................................................................................... 15 OBJECTS OF THE ISSUE.................................................................................................................... 25 BASIS FOR ISSUE PRICE .................................................................................................................... 34 STATEMENT OF TAX BENEFITS ........................................................................................................ 37 INDUSTRY OVERVIEW ....................................................................................................................... 42 OUR BUSINESS ................................................................................................................................... 50 REGULATIONS AND POLICIES .......................................................................................................... 77 HISTORY OF OUR COMPANY AND OTHER CORPORATE MATTERS ............................................. 80 DIVIDENDS ........................................................................................................................................... 83 MANAGEMENT ................................................................................................................................... 84 PROMOTERS AND PROMOTER GROUP ........................................................................................... 96 GROUP COMPANIES........................................................................................................................... 99 SUBSIDIARIES ...................................................................................................................................... 106 OUR JOINT VENTURE COMPANIES .................................................................................................. 120 RELATED PARTY TRANSACTIONS .................................................................................................... 123 AUDITORS REPORT ............................................................................................................................. 126 STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY .............................................. 175 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ................................................................................. 177 MATERIAL DEVELOPMENTS ............................................................................................................. 202 INFRASTRUCTURE .............................................................................................................................. 203 i HINDALCO INDUSTRIES LIMITED DESCRIPTION OF CERTAIN INDEBTEDNESS ................................................................................... 206 OUTSTANDING LITIGATIONS AND DEFAULTS ................................................................................ 208 GOVERNMENT APPROVALS ............................................................................................................. 258 STATUTORY AND OTHER INFORMATION ......................................................................................... 283 TERMS OF THE ISSUE ....................................................................................................................... 293 SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND US GAAP…. ........ 312 MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION……………………………………. ........ 321 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................... 334 DECLARATION ..................................................................................................................................... 335 NO OFFER IN THE UNITED STATES The
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