C M Y K

C M Y K

PROMOTERSThe Promoters of our Company are Tata AutoComp Systems Limited and Gestamp Servicios, S.L.

GENERAL RISKSInvestments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unlessthey can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking aninvestment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and theIssue 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. Special attention of Investors is invited to the statement of“Risk Factors” beginning on page no. x of this Draft Letter of Offer before making an investment in this Issue.

ISSUER’S ABSOLUTE RESPONSIBILITYThe Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains allinformation with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in thisDraft Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions andintentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Letter of Offeras 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 our Company are listed on Bombay Stock Exchange Limited (“BSE”) and The National Stock Exchangeof India Limited (“NSE”). We have received in-principle approval from all these Stock Exchanges for listing of Equity Shares arisingfrom this Issue vide their letters dated [�] and [�] respectively. For the purpose of this Issue, the Designated Sock Exchange is BombayStock Exchange Limited.

FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF OUR COMPANY ONLY

REGISTRAR TO THE ISSUE LEAD MANAGER TO THE ISSUE

PL CAPITAL MARKETS PRIVATE LIMITED3rd Floor, Sadhana House, 570, P. B. Marg,Worli, Mumbai - 400 018Tel: + 91 - 22 - 6632 2222; Fax: + 91 - 22 - 6632 2229Email: asal_rights@plindia.comInvestors’ Grievances Email: redressal@plindia.comContact Person: Mr. Ajesh Dalal /Mr. Rohan SharmaWebsite: www.plindia.comSEBI Registration No.: INM000011237

LINK INTIME INDIA PRIVATE LIMITEDC-13, Pannalal Silk Mills Compound,LBS Road, Bhandup (West),Mumbai - 400 078Tel: +91 - 22 - 2596 0320; Fax: +91 - 22 - 2596 0329Email: asal.rights@linkintime.co.inContact Person: Mr. Nilesh ChalkeWebsite: www.linkintime.co.inSEBI Registration No.: INR000004058

(Originally incorporated as a public limited company under the Companies Act, 1956 on March 13, 1990 as JBM Tools Limited andsubsequently, on August 1, 2003, the name was changed to Automotive Stampings and Assemblies Limited.)

Registered Office: G-71/2, MIDC Industrial Area, Bhosari, Pune - 411 026; Tel.: +91 - 20 - 6631 4300Fax: +91 - 20 - 6631 4343; E-mail: cs@autostampings.com; Website: www.autostampings.com

The Registered Office of Our Company was shifted from Chiranjiv Tower, 43, Nehru Place, New Delhi 110 019 to 703 B-704, 89, HemkuntChambers, Nehru Place, New Delhi - 110 019 effective July 1, 1998. It was further shifted from 703 B-704, 89, Hemkunt Chambers, NehruPlace, New Delhi - 110 019 to its present location at G-71/2, MIDC Industrial Area, Bhosari, Pune - 411 026 effective June 8, 2001. Pleaserefer to page no. 67 of this Draft Letter of Offer for details of change in registered office of our Company.

Contact Person: Mr. Shailendra Dindore, Company Secretary and Compliance Officer

ISSUE OF [�] FULLY PAID-UP EQUITY SHARES OF RS. 10 EACH OF OUR COMPANY FOR CASH AT A PRICE OFRS. [�] (INCLUDING A SHARE PREMIUM OF RS. [�]) PER EQUITY SHARE AGGREGATING UP TO RS. 300 MILLIONSON RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [�] FULLYPAID-UP EQUITY SHARE FOR EVERY [�] FULLY PAID-UP EQUITY SHARES HELD ON THE RECORD DATE, i.e. [�].THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 PER EQUITY SHARE. THE ISSUE PRICE OF RS. [�] IS [�]TIMES THE FACE VALUE OF THE EQUITY SHARES.

ISSUE PROGRAMME

ISSUE OPENS ONLAST DATE FOR REQUESTS FOR SPLIT

APPLICATION FORMS ISSUE CLOSES ON

[�] [�] [�]

Draft Letter of OfferDated April 14, 2010

For Equity Shareholders of the Company Only

TABLE OF CONTENTS PAGE NO. SECTION I: DEFINITIONS & ABBREVIATIONS ........................................................................... i

DEFINITIONS & ABBREVIATIONS .............................................................................................. i OVERSEAS SHAREHOLDERS.....................................................................................................vi PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA............viii

SECTION II: RISK FACTORS............................................................................................................x

FORWARD-LOOKING STATEMENTS......................................................................................... x RISK FACTORS..............................................................................................................................xi

SECTION III: INTRODUCTION........................................................................................................ 1

SUMMARY OF INDUSTRY AND BUSINESS .............................................................................. 1 THE ISSUE ....................................................................................................................................... 3 SUMMARY FINANCIAL INFORMATION ................................................................................... 4 GENERAL INFORMATION ........................................................................................................... 7 CAPITAL STRUCTURE................................................................................................................ 13 OBJECTS OF THE ISSUE ............................................................................................................. 21 BASIC TERMS OF THE ISSUE .................................................................................................... 28 BASIS FOR ISSUE PRICE............................................................................................................. 29 STATEMENT OF TAX BENEFITS............................................................................................... 32

SECTION IV: ABOUT US.................................................................................................................. 40

INDUSTRY OVERVIEW .............................................................................................................. 40 OUR BUSINESS............................................................................................................................. 45 OUR COMPETITIVE STRENGTHS ............................................................................................. 45 KEY INDUSTRY REGULATIONS............................................................................................... 62 HISTORY AND CORPORATE STRUCTURE ............................................................................. 67 OUR MANAGEMENT................................................................................................................... 71 OUR PROMOTERS........................................................................................................................ 89 OUR GROUP COMPANIES .......................................................................................................... 94 RELATED PARTY TRANSACTIONS........................................................................................ 118 DIVIDEND POLICY.................................................................................................................... 119

SECTION V: FINANCIAL STATEMENTS................................................................................... 120

AUDITORS’ REPORT ................................................................................................................. 120 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS................................................................................................... 152 SECTION VI: LEGAL AND OTHER INFORMATION............................................................... 162

GOVERNMENT / STATUTORY, BUSINESS APPROVALS AND LICENCES ...................... 176 OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................ 187

SECTION VII: ISSUE RELATED INFORMATION .................................................................... 199

TERMS OF THE ISSUE ............................................................................................................... 199 MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................................ 227

SECTION VIII: OTHER INFORMATION.................................................................................... 240

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION...................................... 240 DECLARATION .......................................................................................................................... 241

i

SECTION I: DEFINITIONS & ABBREVIATIONS

DEFINITIONS & ABBREVIATIONS

In this Draft Letter of Offer, unless the context otherwise requires, the terms defined and abbreviations expanded herein below shall have the same meaning as stated in this section. A. Conventional or General Terms

Term Description

“We” or “us” or “Our” or “ASAL” or “the Company” or “Our Company” or “Issuer” or “Issuer Company”

Unless the context otherwise requires, refers to Automotive Stampings and Assemblies Limited, a public limited company incorporated under the Companies Act, 1956 having its registered office at G-71/2, MIDC Industrial Area, Bhosari, Pune - 411 026

Promoters Unless the context otherwise requires, the promoters of our Company refers to: Tata AutoComp Systems Limited Gestamp Servicios, S.L.

Promoter Group As defined in Clause 2(1) (zb) of the SEBI (ICDR) Regulations, the following entities constitute the Promoter Group – Tata Toyo Radiator Limited Automotive Composite Systems (International) Limited Tata Autocomp Mobility Telematics Limited TACO Sasken Automotive Electronics Limited TACO Hendrickson Suspensions Private Limited Tata Johnson Controls Automotive Limited Tata AutoComp GY Batteries Limited TACO Visteon Engineering Private Limited Tata Yazaki AutoComp Limited Tata Ficosa Automotive Systems Limited Tata Nifco Fasteners Limited (under liquidation) Automotive Stampings and Assemblies Limited Tata Industries Limited Tata Motors Limited Tata Capital Limited Tata Sons Limited TACO Holdings (Mauritius) Limited Gestamp Automocion, S.L. Gestamp Kartek Corporation Estampaciones Martínez, S.A. Gestamp Cartera de México, S.A. de C.V. BeyÇelik Gestamp Kalip Ve OTO Yan Sanayi Pazarlama Veticaret, A.S. MB Metalbages do Brasil Ltda Gestamp Serviços Administrativos, S.A. Estampaciones Metálicas Vizcaya, S.A.

Group Companies Shall mean companies, firms, ventures, etc. promoted by the Promoters of our Company, irrespective of whether such entities are covered under section 370 (1)(B) of the Companies Act, 1956 or not. The following entities constitute the Group Companies - Tata Toyo Radiator Limited (TTRL)

ii

Term Description Tata Johnson Controls Automotive Limited (TJCL) Automotive Composite Systems (International) Limited (ACSI) Tata AutoComp Mobility Telematics Limited (TMTL) TACO Hendricksons Suspensions Private Limited (THSPL) Tata AutoComp GY Batteries Limited (TGY BATTERIES) TACO Sasken Automotive Electronics Limited (TSAE) Tata Yazaki AutoComp Limited (TYAL) Tata Ficosa Automotive Systems Limited (TFASL) Tata Nifco Fasteners Limited (TNFL) (under liquidation) TACO Holdings (Mauritius) Limited (TACO Holdings) Gestamp Cartera de Mexico, S.A. de C.V. Estampaciones Martinez, S.A. Gestamp Kartek Corporation BeyÇelik Gestamp Kalip Ve OTO Yan Sanayi Pazarlama Veticaret, A.S. Gestamp Serviços Administrativos, S.A.

B. Issue Related Terms

Term Definition Act The Companies Act, 1956 and amendments thereto Allotment/ Allotment of Equity Shares

Unless the context otherwise requires, issue of Equity Shares pursuant to this Issue

Allottee The successful applicant to whom the Equity Shares are being/or have been issued

Applicant Any prospective investor who makes an application pursuant to the terms of this Draft Letter of Offer

Articles Articles of Association of the Company Application Supported by Blocked Amount / ASBA

The application (whether physical or electronic) used by an ASBA Investor to make an application authorizing the SCSB to block the application amount in his/ her specified bank account maintained with the SCSB

ASBA Investor Equity Shareholders proposing to subscribe to the Issue through ASBA process and who: (a) hold the Equity Shares of the Issuer in dematerialized form as on the Record Date and has applied for Right Entitlements and / or additional Equity Shares in dematerialized form; (b) has not renounced his / her Right Entitlements in full or in part; (c) is not a Renouncee; and (d) is applying through a bank account maintained with a SCSB

Auditors/ Statutory Auditors M/s. Price Waterhouse, Chartered Accountants Bankers to the Issue [●] Board or Board of Directors Board of Directors of Automotive Stampings and Assemblies Limited or a

Committee thereof CAN Confirmation of Allocation Note Capital or Share Capital Share Capital of the Company Consolidated Certificate In case of physical certificates, the Company would issue one certificate for the

equity shares allotted to one folio Designated Stock Exchange Bombay Stock Exchange Limited Draft Letter of Offer / DLOF This Draft Letter of Offer Equity Share(s) or Share(s) Means the Equity Share(s) of the Company having a Face Value of Rs. 10 each Equity Shareholders / Shareholders

Persons holding Equity Shares of Automotive Stampings and Assemblies Limited unless otherwise specified in the context thereof

Face Value Face Value of Equity Shares of the Company being Rs. 10 each First Applicant The Applicant whose name appears first in the Application Form

iii

Term Definition Issue/ Rights Issue Issue of [●] Equity Shares of Face Value of Rs. 10 each for cash at a premium of

Rs. [●] per Equity Share aggregating up to Rs. 300 Millions on Rights Basis to the existing Equity Shareholders of Automotive Stampings and Assemblies Limited in the ratio of [●] Equity Shares for every [●] Equity Shares held on the record date i.e. [●]

Issue Closing Date [●] Issue Opening Date [●] Issue Period The period between the Issue Opening Date and the Issue Closing Date inclusive

of both days Issue Price Rs. [●] per Equity Share Issue Size [●] Investor(s) Shall mean the holder(s) of Equity Shares of the Company as on the record date

i.e. [●] Lead Manager PL Capital Markets Private Limited Memorandum of Association/MoA

The Memorandum of Association of Automotive Stampings and Assemblies Limited

Net Proceeds The Issue Proceeds less the Issue expenses. For further details, please see section “Objects of the Issue” starting from page no. 21 of this Draft Letter of Offer

QIBs or Qualified Institutional Buyers

Public financial institutions as specified in Section 4A of the Companies Act, 1956, scheduled commercial banks, mutual fund registered with SEBI, FIIs and sub-account registered with SEBI, other than a sub-account which is a foreign corporate or foreign individual, multilateral and bilateral development financial institution, venture capital fund registered with SEBI, foreign venture capital investor registered with SEBI, state industrial development corporation, insurance company registered with IRDA, provident fund with minimum corpus of Rs. 25 crores, pension fund with minimum corpus of Rs. 25 crores, National Investment Fund set up by Government of India and insurance funds set up and managed by army, navy or air force of the Union of India

Record Date [●] Renouncees Shall mean the persons who have acquired rights entitlement from the equity

shareholders Registrar to the Issue or Registrar

Link Intime India Pvt. Limited

Rights Entitlement The number of Equity Shares that a Equity Shareholder is entitled to in proportion to his / her shareholding in the Company as on the Record Date

SAF(s) Split Application Form(s) SCSB(s) Self Certified Syndicate Bank: A banker to the Issue registered with SEBI,

which offers the facility of ASBA and a list of which is available on http://www.sebi.gov.in

Stock Exchange(s) Shall refer to BSE and NSE where the shares of the Company are presently listed Takeover Regulations/SEBI Takeover Code

SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and amendments thereto

Underwriter [●] C. Issuer and Industry Related Terms Abbreviation Full Form

BIW Body In White Parts CAD Computer Aided Design CNC Computer Numerical Control CVBU Commercial Vehicle Business Unit EOT Electric Overhead Travelling Gestamp Gestamp Servicios, S.L. KVA Kilovolt-ampere

iv

Abbreviation Full Form MS Mild Steel OEM Original Equipment Manufacturer PCBU Passenger Car Business Unit TACO Tata AutoComp Systems Limited TBEM Tata Business Excellence Model TIL Tata Industries Limited TML Tata Motors Limited TPA/tpa Tonnes per Annum D. Abbreviations Abbreviation Full Form

AGM Annual General Meeting AoA Articles of Association of our Company ACSI Automotive Composite Systems (International) Limited AS Accounting Standards issued by the Institute of Chartered Accountants of India ASAL Automotive Stampings and Assemblies Limited ASBA Application Supported by Blocked Amount BIFR Board for Industrial and Financial Reconstruction BSE Bombay Stock Exchange Limited CAF Composite Application Form CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Limited CEO Chief Executive Officer CESTAT Customs, Excise & Service Tax Appellate Tribunal CFO Chief Financial Officer CIT Commissioner of Income Tax CLRA Centre for Legislative Research and Advocacy CWIP Capital Work in Progress DIN Director Identification Number DP Depository Participant DSE Designated Stock Exchange EBITDA Earnings before Interest, Tax, Depreciation and Amortization ECS Electronic Clearance System EGM Extra-Ordinary General Meeting EPS Earnings per Share FCD Fully Convertible Debenture FCNR Foreign Currency Non Resident Account FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 FI(s) Financial Institution(s) FII(s) Foreign Institutional Investor(s) registered with SEBI under applicable laws FY / Fiscal Financial Year ending March 31 GoI Government of India HRA House Rent Allowance HUF Hindu Undivided Family ICAI Institute of Chartered Accountants of India IT Act The Income Tax Act, 1961 and amendments thereto ITAT Income Tax Appellate Tribunal IT Rules The Income Tax Rules, 1962 and amendments thereto LM Lead Manager Mn/mn Million MAT Minimum Alternate Tax

v

Abbreviation Full Form MICR Magnetic Ink Character Recognition MOU Memorandum of Understanding NAV Net Asset Value NEFT National Electronic Fund Transfer NR Non Resident NRI(s) Non Resident Indian(s) NSDL National Securities Depository Limited NSE The National Stock Exchange of India Limited p.a. Per Annum P/E Ratio Price/ Earnings Ratio PAN Permanent Account Number PAT Profit after Tax PBT Profit before Tax RBI Reserve Bank of India RBI Act Reserve Bank of India Act, 1934 and amendments thereto PLCM PL Capital Markets Private Limited RoC Registrar of Companies RoNW Return on Net Worth RTGS Real Time Gross Settlement SCRA The Securities Contract (Regulation) Act, 1956 and amendments thereto SCRR The Securities Contract (Regulation) Rules, 1957 and amendments thereto SEBI Securities and Exchange Board of India SEBI Act Securities and Exchange Board of India Act, 1992 and amendments thereto SEBI (ICDR) Regulations

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and amendments thereto

SICA Sick Industrial Companies (Special Provisions) Act, 1985 UK United Kingdom USA United States of America WTO World Trade Organization

vi

OVERSEAS SHAREHOLDERS

The distribution of this Draft Letter of Offer and the issue of Equity 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 Draft Letter of Offer may come are required to inform themselves about and observe such restrictions. The Company is making this Issue of Equity Shares on a rights basis to the Equity Shareholders of the Company and will dispatch the Letter of Offer and Composite Application Form (“CAF”) to the 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 Draft Letter of Offer has been filed with SEBI for observations. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and this Draft Letter of Offer may not be distributed, in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of this Draft Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and, in those circumstances, this Draft Letter of Offer must be treated as sent for information only and should not be copied or redistributed. Accordingly, persons receiving a copy of this Draft Letter of Offer should not, in connection with the issue of the Equity Shares or the Rights Entitlements, distribute or send this Draft Letter of Offer in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations. If this Draft Letter of Offer is received by any person in any such territory, or by their agent or nominee, they must not seek to subscribe to the Equity Shares or the Rights Entitlements referred to in this Draft Letter of Offer. Neither the delivery of this Draft Letter of Offer nor any sale hereunder, shall under any circumstances create any implication that there has been no change in the Company’s affairs from the date hereof or that the information contained herein is correct as at any time subsequent to this date. European Economic Area Restrictions In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), an offer of the Equity Shares to the public may not be made in that Relevant Member State prior to the publication of a prospectus in relation to the Equity Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that an offer of Equity Shares to the public in that Relevant Member State at any time may be made:

• to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

• to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than Euro 4,30,00,000 and (3) an annual net turnover of more than Euro 5,00,00,000, as shown in its last annual or consolidated accounts; or

• in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

Provided that no such offer of Equity Shares shall result in the requirement for the publication by the Company pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Equity Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe the Equity Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. This European Economic Area selling restriction is in addition to any other selling restriction set out below.

vii

United Kingdom Restrictions This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom, or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The Equity Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Equity Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

NO OFFER IN THE UNITED STATES The rights and the securities 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 transferred within the United States of America or the territories or possessions thereof (the ‘‘United States’’ or “U.S.”) or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act (“Regulation S”)), except in a transaction exempt from the registration requirements of the Securities Act. The rights referred to in this Draft Letter of Offer are being offered in India, but not in the United States. The offering to which this Draft Letter of Offer relates is not, and under no circumstances is to be construed as, an offering of any Equity Shares or rights for sale in the United States or as a solicitation therein of an offer to buy any of the said Equity Shares or rights. Accordingly, the Letter of Offer and the enclosed CAF should not be forwarded to or transmitted in or into the United States at any time. Neither the Company nor any person acting on behalf of the Company will accept subscriptions or renunciation from any person, or the agent of any person, who appears to be, or who the Company or any person acting on behalf of the Company has reason to believe is, either a “U.S. person” (as defined in Regulation S) or otherwise in the United States when the buy order is made. Envelopes containing a CAF should not be postmarked in the United States or otherwise dispatched from the United States or any other jurisdiction where it would be illegal to make an offer under the Draft Letter of Offer, and all persons subscribing for the Equity Shares and wishing to hold such Equity Shares in registered form must provide an address for registration of the Equity Shares in India. The Company is making this issue of Equity Shares on a rights basis to Equity Shareholders of the Company and the Letter of Offer and CAF will be dispatched to Equity Shareholders who have an Indian address. Any person who acquires rights and the Equity Shares will be deemed to have declared, represented, warranted and agreed, (i) that it is not and that at the time of subscribing for the Equity Shares or the Rights Entitlements, it will not be, in the United States when the buy order is made, (ii) it is not a “U.S. person” (as defined in Regulation S), and does not have a registered address (and is not otherwise located) in the United States, and (iii) is authorized to acquire the rights and the Equity Shares in compliance with all applicable laws and regulations. The Company reserves the right to treat as invalid any CAF which: (i) does not include the certification set out in the CAF to the effect that the subscriber is not a “U.S. person” (as defined in Regulation S), and does not have a registered address (and is not otherwise located) in the United States and is authorized to acquire the rights and the Equity Shares in compliance with all applicable laws and regulations; (ii) appears to the Company or its agents to have been executed in or dispatched from the United States; (iii) where a registered Indian address is not provided; or (iv) where the Company believes that CAF is incomplete or acceptance of such CAF may infringe applicable legal or regulatory requirements; and the Company shall not be bound to allot or issue any Equity Shares or Rights Entitlement in respect of any such CAF.

viii

PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA Financial Data Unless stated otherwise, the financial information and data in this Draft Letter of Offer is derived from the Company’s financial statements which are included in this Draft Letter of Offer and set out in the section “Financial Statements” on page no. 120

Unless indicated otherwise, the financial data in the Draft Letter of Offer is derived from the financial statements as of and for the years ended March 31, 2005, 2006, 2007, 2008 and 2009 and as of and for the nine months ended December 31, 2009 prepared in accordance with the relevant provisions of the Companies Act, 1956 and restated in accordance with the SEBI (ICDR) Regulations (hereinafter referred to as the “Financial Statements”), as stated in the report of our Statutory Auditors, included in this Draft Letter of Offer. Our Company’s Fiscal Year or Financial Year commences on April 1 and ends on March 31, so all references to a particular Fiscal year are to the twelve month period ended March 31 of that year. In this Draft Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding-off, and unless otherwise specified, all financial numbers in parenthesis represent negative figures. Our Company is an Indian listed company and prepares its financial statements in accordance with Indian GAAP and in accordance with the Companies Act, 1956, which differs significantly in certain respects from IFRS and US GAAP. Neither the information set forth in our financial statements nor the format in which it is presented should be viewed as comparable to information prepared in accordance with US GAAP, IFRS or any accounting principles other than principles specified in the Indian Accounting Standards. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Letter of Offer should accordingly be limited. We have not attempted to explain those differences or quantify their impact on the financial data included herein, and we urge you to consult your own advisors regarding such differences and their impact on our financial data. Any percentage amounts, as set forth in “Risk Factors”, “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Draft Letter of Offer, unless otherwise indicated, have been calculated on the basis of our financial statements prepared in accordance with Indian GAAP. All references to “India” contained in this Draft Letter of Offer are to the Republic of India, all references to the “US” or the “U.S.” or the “USA”, or the “United States” are to the United States of America, its territories and possessions, and all references to “UK” or the “U.K.” are to the United Kingdom of Great Britain and Northern Ireland, together with its territories and possessions. Currency and units of presentation The Company prepares and publishes its financial statements in Indian Rupees. All references to “Rupees”, “Indian Rupees”, “INR” or “Rs.” are to Indian Rupees, the official currency of the Republic of India, all references to “US$” or “USD” are to United States Dollars, the official currency of the United States of America, all references to “GBP” or “£” are to Great Britain Pounds, the official currency of the United Kingdom and all references to “EURO” or “€” are to the official currency of the European Union.

Unless stated otherwise, throughout the Draft Letter of Offer, all figures have been expressed as Rupees in millions, though certain figures may also be expressed in Rupees in thousands, Rupees in lakhs and/or Rupees in crores. Please note:

One million is equal to 10,00,000/10 lacs One crore is equal to 10 million/ 100 lacs One billion is equal to 1,000 million/100 crores

ix

Exchange Rates Rupee and United States Dollar Exchange Rates The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and the USD (in Rupees per USD). No representation is made that the rupee amounts actually represent such USD amounts or could have been or could be converted into USD at the rates indicated, any other rate or at all.

Year ended March 31 Year End Average High Low 2005 43.75 44.95 46.46 43.36 2006 44.61 44.28 46.33 43.30

2007 43.59 45.29 46.95 43.14

2008 39.97 40.24 43.15 39.27

2009 50.95 45.91 52.06 39.89

(Source: Reserve Bank of India)

Month Month End Average High Low October 2009 46.96 46.72 47.86 45.91 November 2009 46.48 46.57 47.13 46.09 December 2009 46.68 46.63 46.85 46.22 January 2010 46.37 45.96 46.65 45.36 February 2010 46.23 46.33 46.81 46.02 March 2010 45.14 45.50 46.02 44.94

(Source: Reserve Bank of India) Industry and Market Data Unless stated otherwise, industry, demographic and market data used throughout this Draft Letter of Offer has been obtained from industry publications, data on websites maintained by private and public entities, data appearing in reports by market research firms and other publicly available information. These resources generally state that the information contained therein has been obtained from sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be assured. Neither we nor the Lead Manager have independently verified this data and neither we nor the Lead Manager make any representation regarding the accuracy of such data. Accordingly, Investors should not place undue reliance on this information.

x

SECTION II: RISK FACTORS

FORWARD-LOOKING STATEMENTS

We have included statements in the Draft Letter of Offer which contain words or phrases such as “will”, “aim”, “is likely to result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward looking statements”. All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include but are not limited to:

• General economic and business conditions in the markets in which we operate and in the local, regional and national economies;

• Increasing competition in or other factors affecting the industry segments in which our Company operates;

• Changes in laws and regulations relating to the industries in which we operate; • Our ability to meet our capital expenditure requirements and/or increase in capital expenditure; • Fluctuations in operating costs and impact on the financial results; • Our ability to attract and retain qualified personnel; • Changes in technology in future; • Changes in political and social conditions in India or in countries that we may enter, the monetary

policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;

• The performance of the financial markets in India and globally; and • Any adverse outcome in the legal proceedings in which we are involved.

For a further discussion of factors that could cause our actual results to differ, please refer to “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page nos. x, 45 and 152 respectively of this Draft Letter of Offer. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither our Company nor the Lead Manager nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI / Stock Exchanges requirements, our Company and Lead Manager will ensure that investors in India are informed of material developments until the time of the grant of listing and trading permission by the Stock Exchanges for the Equity Shares allotted pursuant to this Issue.

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RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider all the information in the Draft Letter of Offer, including the risks and uncertainties described below, before making an investment in our Equity Shares. If any of the following risks actually occur, our business, results of operations and financial condition could suffer, the price of our Equity Shares could decline, and you may lose all or part of your investment. The financial and other implications of material impact of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are a few risk factors where the impact is not quantifiable and hence the same has not been disclosed in such risk factors. The numbering of risk factors has been done to facilitate ease of reading and reference and signifies the materiality. The Draft Letter of Offer also contains forward looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those anticipated in these forward statements as a result of certain factors, including the considerations described below and elsewhere in the Draft Letter of Offer. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other risks mentioned herein. Internal Risk Factors 1. Our Company is involved in a number of legal proceedings.

Our Company is involved in certain legal proceedings and claims in relation to certain civil and taxation matters incidental to our business and operations. We are also subject to claims against us arising from Income tax and excise disputes as well as labour disputes. These legal proceedings are pending at different levels of adjudication before various appellate authorities, courts and tribunals. Should any new developments arise, such as a change in Indian law or rulings against us by trial or appellate authorities, courts or tribunals, we may need to make provisions in our financial statements, which could increase our expenses and our current liabilities. We can give no assurance that these legal proceedings will be decided in our favour. Any adverse decision may have a significant effect on our business and results of operations. A classification of the legal proceedings instituted by and against our Company and the monetary amount involved in these cases is given in the following table:

Type of

litigation Total number of

pending cases Remarks and amount involved

Income Tax

6 Rs. 0.40 Mn (approximately, as in some cases the amount is not quantified) in respect of pending cases before various adjudication and Appellate Authorities.

Excise Cases

8 Rs. 41.90 Mn (approximately, as in some cases the amount is not quantified) in respect of pending litigations before various adjudication and Appellate Authorities

Sales Tax 2 Rs. 0.41 Mn Service Tax

1 Rs. 0.21 Mn along with interest and penalty thereon

Labour laws

159 Rs. 10.50 Mn, in respect of cases filed by the Contract Labourers of the Company for reinstatement with back wages.

Civil Case 1 Rs. 1.39 Mn.

In addition to the aforementioned litigation, we have also received several Show Cause Notices from various regulatory/governmental authorities. For more information regarding litigation and Show Cause Notices, please refer to “Legal & Other Information” beginning on page no. 162 of this Draft Letter of Offer.

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2. Cases filed against our Promoters and Group Companies.

Tata AutoComp Systems Limited and Gestamp Servicios, S. L., our Promoters and some of our Group Companies are involved in certain legal proceedings pending at different levels of adjudication before various appellate authorities, courts and tribunals. We can give no assurance that these legal proceedings will be decided in the favour of our Promoters and/or our Group Companies.

For more information regarding litigation, please refer to “Legal & Other Information” beginning on page no. 162 of this Draft Letter of Offer.

3. Tata AutoComp Systems Limited (“TACO”), one of our Promoters, is potentially sick industrial

company.

The Net worth of TACO, one of our Promoters, had eroded to the extent of 50% of the peak net worth by the end of financial year ended March 31, 2009 thereby making it as a potentially sick company. For further details please refer to the section titled “Our Promoters” starting at page no 89 of this Draft Letter of Offer.

4. We significantly depend on a single customer.

We have a long standing relationship with Tata Motors Limited (“TML”). TML accounted for approximately 65.20% and 63.54% of our total net sales for the nine months ended December 31, 2009 and in Fiscal 2009 respectively. Moreover, our new plant at Pantnagar is catering exclusively for TML.

We do not have any long term contract with TML and therefore, cannot assure you that we would be able to maintain our sales to TML at the current level, neither can we assure that TML will continue to source its requirement from us. In the event that TML decides to procure its requirements from other suppliers, our revenues and profitability may be adversely affected.

5. We are dependent on vendors for supply of raw materials, components and consumables used in the manufacture of our products.

We depend on external suppliers for the supply of raw materials, components and other parts for our products. We currently have seventy five major vendors in India. We generally source our basic raw material, steel, from a limited number of vendors on account of various economic and logistical considerations. As a result, we have a high vendor concentration. For the nine months ended December 31, 2009 and in Fiscal 2009, the share of our top five suppliers was as high as about 59.70% and 67.94 % respectively, of the total raw materials purchased.

If the vendors increase the prices of raw material and other inputs and we are unable to pass on this increase in cost to our customers, our profitability will be impacted. Historically, in the automotive components industry, the ability to pass on such increased input cost to the customers has been limited.

Further, in the event such vendors discontinue to supply or fail to adhere to our technical specifications, quality requirements and delivery schedules for any reason whatsoever, we may have temporary stoppages of production till alternate arrangements are made. Such temporary stoppages may affect our business and profitability. There can be no assurance that we will be in a position to develop an alternate supplier in a timely or cost efficient manner.

6. Our industry is competitive and increased competitive pressure may adversely affect the results of our operations.

The market for automotive component manufacturers is highly competitive, and we expect competition to intensify and increase from a number of sources. We believe that the principal competitive factors in our markets are price, service quality, sales and marketing skills, the ability to manufacture customized

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products, technological and industry expertise. We face significant competition from several entities located in India and several other countries.

We cater to OEM market and replacement markets for the sheet metal component industry. In this industry, several existing players are present and there are no entry barriers. The market is very price sensitive and we face stiff competition from the unorganized sector that is able to compete at lower prices. We may not be able to match the price provided by the unorganized sector which would limit the growth potential. Some of the existing and future competitors may have greater financial, personnel and other resources, longer operating histories, a broader range of product offerings, greater technological expertise, more recognizable brand names and more established relationships in industries that we currently serve or may serve in the future.

In addition, some of our competitors may enter into strategic or commercial relationships among themselves or with larger, more established companies in order to increase their ability to address client needs, or enter into similar arrangements with potential clients. Increased competition, our inability to compete successfully against competitors, pricing pressures, loss of market share could have a material adverse effect on our business, results of operations, financial condition and cash flows.

7. Our future growth will be contingent upon our ability to finance our working capital requirements.

Our business is working capital intensive. Historically, we met our working capital requirement through bank borrowings since in some of the yesteryears, our operational cash flow was not sufficient enough to run our operations.

Since we propose to expand the capacity of our existing plant at Pantnagar, our working capital requirement is expected to increase on commencement of operation of the additional capacity. Further, if our average credit period gets reduced and/or our collection period increases for any reason whatsoever, our working capital requirement will increase for the given scale of operations. We cannot assure you that we will be able to raise funds from external sources at a competitive rate or at all to finance the increased working capital requirement which in turn may adversely affect our future growth.

8. The objects of the Issue for which funds are being raised have not been appraised by any bank or financial institution. The deployment of funds in the project is entirely at our discretion, based on the parameters as mentioned in the Objects of the Issue.

The fund requirement and deployment, as mentioned in the “Objects of the Issue” beginning on page no. 21 of this Draft Letter of Offer, is based on the estimates of our project department and has not been appraised by any bank or financial institution. The fund requirement as detailed below is based on our current business plan. We cannot assure that the current business plan will be implemented in its entirety. In view of the highly competitive and dynamic nature of the industry in which we operate, we may have to revise our business plan from time to time and consequently our fund requirement. The deployment of the funds towards the Objects of the Issue is entirely at the discretion of our Board of Directors and is not subject to monitoring by an external independent agency.

Further, we cannot assure that the actual costs or schedule of implementation of the proposed expansion of the manufacturing facility at our Pantnagar Plant will not vary from the estimated costs or schedule of implementation, and such variance may be on account of one or more factors, some of which may be beyond our control.

9. We are yet to make arrangements for the procurement of plant and machinery worth Rs. 137.01

million amounting to 71.03% of the cost of the projects.

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As of now, we have not yet entered into any definitive agreements or placed orders for machinery worth Rs. 137.01 million. The project wise break up of the same is as under -

(Amount in Rs. Mn)

Project Cost Purchase Orders Placed

Purchase Orders yet to be

Placed

% of the Project Cost

Passenger Carrier (1 Ton) Project 66.35 52.29 14.06 21.19%

Small Commercial

Carrier (0.5 Ton) Project 126.53 3.58 122.95 97.17% Total 192.88 55.87 137.01 71.03%

As a result, at the time of placing the orders for the aforementioned machinery, the price of the said machinery may vary from the price estimated by us and hence the total fund requirement for the projects may increase which in turn may impact the total project cost, financial condition, results of operation and liquidity position adversely.

10. There were shortfalls in our performance, when compared to the promises made in our last rights

issue.

We made a rights issue in the year 1996 and had made certain projections in that issue. We could not achieve those projections. For further details, please refer to “Promise vs. Performance” on page no. 193 of this Draft Letter of Offer.

11. We do not have long term contracts with most of our customers.

We do not have long term contracts with most of our customers. Typically, we sell our products on the basis of purchase orders. In the absence of any long term contract, we cannot assure you that our present customers will continue to procure their requirement from us. In case they decide not to procure from us, we may not be able to find new customers at a comparable profit margin, or at all. As a result, our business, results of operations and financial condition could suffer.

12. We are subject to risks associated with product warranty, which could adversely affect our

business, results of operations and financial condition.

Defects, if any, in some of our products could require us to undertake service actions. These actions could require us to expend considerable resources in correcting these problems and could adversely affect demand for our products. Our Company may also suffer claims for penalties under the conditions of certain contracts. Further, if a vendor fails to meet quality standards, it could expose us to warranty claims. In defending these claims, we could incur substantial costs and receive adverse publicity. As a result, our business, results of operations and financial condition could suffer.

13. Our Company uses the phrase ‘A Tata Enterprise’ by virtue of a Tata Brand Equity and Business

Promotion Agreement with Tata Sons Limited which requires it to meet certain conditions on a continuous basis.

Our Company has executed a Tata Brand Equity and Business Promotion Agreement dated May 24, 2006 with Tata Sons Limited, pursuant to which we are permitted to use the by-line “A Tata Enterprise” on the terms and conditions stated therein including compliance with the Tata Group’s code of conduct. Our Company cannot provide any assurance that Tata Sons Limited will continue with the Tata Brand Equity and Business Promotion Agreement which may adversely affect our Company’s business.

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14. If we are unable to implement or manage our growth strategies in a timely manner, our business and results of operations could be adversely affected.

We have adopted certain growth strategies and capacity expansion of our existing plants. All these projects involve risks and accordingly, there can be no assurance that we will be able to complete our plans on schedule within budget or at all. If due to changes in market conditions, our operations cannot generate sufficient funds or for any other reason we decide to delay, modify or forego some aspects of our growth strategies, our future results of operations may be adversely affected.

15. Our inability to attract, recruit and retain skilled personnel could adversely affect our business

and results of operations.

Our ability to meet future business challenges depends on our ability to attract, recruit and retain talented and skilled personnel. We are highly dependent on our senior management, our Directors and other key personnel, including skilled project management personnel. A significant number of our employees are skilled engineers and we face strong competition to recruit and retain skilled and professionally qualified staff. Due to the limited pool of available skilled personnel, competition for senior management and skilled engineers in our industry is intense. We may experience difficulties in attracting, recruiting and retaining an appropriate number of managers and engineers for our business needs. We may also need to increase our pay structures to attract and retain such personnel. Our future performance will depend upon the continued services of these persons. The loss of any of the members of our senior management, our Directors or other key managerial personnel or an inability to manage the attrition levels in different employee categories may materially and adversely impact our business and results of operations.

16. The attrition rate in our Company is high

The attrition rate in our Company has historically been high. We cannot assure you that we will be able to bring down the attrition rate. In case we cannot bring down the attrition rate, we will be required to allocate greater resources for training of new personnel which could have an adverse impact on our financial condition.

17. Work stoppages and other labour related problems could adversely affect our business.

The operations of our Company are labour intensive. Wage costs in India have historically been significantly lower than wage costs in western countries, which has been one of our competitive advantages. However, by and large, wages in India are increasing at a faster rate than in the developed countries, which may reduce our competitive advantage in relation to pricing. We may need to increase the levels of employee compensation more rapidly than in the past to attract necessary talent. If we are unable to negotiate with the workmen or the contractors, it could result in work stoppages or increased operating costs as a result of higher than anticipated wages or benefits. Further, we have labour unions at our manufacturing units at Bhosari and Chakan. If there is any dispute between the unions and the management, it might affect the operations and profitability.

The manufacturing of sheet metal auto components, involve hazards that could result in fires, explosions, spills, and other unexpected or dangerous conditions or accidents. Manufacturing facilities are subject to operating risks, such as the breakdown or failure of equipment, power supply or processes, performance below expected levels of output, efficiency, obsolescence, labour disputes, strikes, lock-outs, non-availability of services of our external contractors etc. In the event that we are forced to shut down any of our manufacturing facilities for a significant period of time, it would have a material adverse effect on our earnings, our other results of operations and our financial condition as a whole. Occurrence of accidents at any of our manufacturing facilities may expose our Company to pay compensation and penalty to our workmen and third parties for any losses or damage to human life/health or the environment

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18. We have certain contingent liabilities.

As per our audited Balance Sheet as on December 31, 2009, contingent liabilities are as follows - (Rs. in Mn)

Particulars Amount Bills discounted not matured 767.46 Claims against the Company not acknowledged as Debts 2.29

In the event the above contingent liabilities materialize, it may have an adverse effect on our financial performance.

19. We have had negative cash flows in some of the years.

In some of the earlier years, we had a negative cash flow primarily because of our investment activities; in addition to this, in the nine months ended December 31, 2009 too we have negative cash flow primarily because of our investment activities, as shown in the following table (figures are from the Restated Financial Statement) -

(Rs. in Mn) Particulars Nine

months ended

December 31, 2009

Fiscal 2009

Fiscal 2008

Fiscal 2007

Fiscal 2006

Fiscal 2005

Net cash from operating activities

211.66 231.39 279.08 185.05 225.90 43.42

Net cash from/ (used in) investment activities

(40.17) (149.60) (541.80) (126.91) (76.22) (208.71)

Net cash from/(used in) financing activities

(211.32) (28.26) 275.48 (153.37) (58.45) 171.07

Net increase/(decrease) in cash & cash equivalents

(39.83) 53.53 12.76 (95.23) 91.23 5.78

This trend, if it continues, will require us to raise finance from outside, which we may not be able to raise at an economic rate or at all.

20. Our insurance coverage may not adequately protect us against certain operating hazards and this

may have a material adverse effect on our business.

Our assets are insured against hazards such as fire, burglary and business interruption. The assets covered include all parts of buildings, all plant and machinery, utilities, office equipments, stocks, finished & semi-finished goods and stores & spares.

While we believe that the insurance coverage which we maintain is reasonably adequate to cover all normal risks associated with the operation of our business, there can be no assurance that any claim under the insurance policies maintained by us will be honoured on time fully or in part or at all. To the extent that we may suffer loss or damage that is not covered by insurance or exceeds our insurance coverage, our results of operations and cash flow may be adversely affected.

21. We may not be able to keep pace with technological changes and develop new products and as a result, our competitive position may suffer.

The markets in which our businesses operate can experience significant changes due to the introduction of innovative technologies. To remain competitive and to meet our customers’ needs in these businesses, we must continuously design new products and invest in and develop new technologies or

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manufacturing processes. Our sales and profits would suffer if we invest in technologies or manufacturing processes that do not function as expected, or if our products become obsolete.

22. Our product offering is limited

Our product offering is limited. We produce only sheet metal stampings, welded assemblies and modules for the automotive industry. This segment is highly fragmented and competitive and therefore, offers low profit margin. Further, on account of this limited product portfolio, our ability to exploit various market opportunities, to absorb any shock on account of technological change and/or increase in raw material price is limited.

23. Our business is dependent on our manufacturing facility and the loss of or shutdown of the

facility could adversely affect our business.

A significant portion of our business is dependent on smooth production of sheet metal automotive components at our various plants; and therefore, are subject to various operating risks, such as the breakdown or failure of equipment, power supply or processes, performance below expected levels of output or efficiency, labour disputes, natural disasters, industrial accidents and the need to comply with the directives of relevant government authorities. Any significant operational problem, loss or shutdown of the manufacturing facility for an extended period of time could adversely affect our business, result of operation and financial condition.

24. As a manufacturing business, our success depends on the continuous supply and transportation of

our products from our manufacturing units to our customers, which are subject to various uncertainties and risks.

We depend on trucking to deliver our products from our manufacturing facilities to our OEM customers. We rely on third parties to provide such services. Disruptions of transportation services because of weather related problems, strikes, inadequacies in the road infrastructure or other events could impair our procurement of raw material and our ability to supply our products to our customers. Any such disruption could materially and adversely affect our business, financial condition and results of operations. In addition transportation costs may increase in particular due to rising oil and gas prices. Any material increase in transportation costs may adversely impact our margins as we may not be able to increase our prices to fully recover these cost increase.

25. Majority of our existing manufacturing facilities are concentrated in Western India. Any

disruption affecting our manufacturing facilities could have a material adverse effect on our business, financial condition and results of operations.

Two of our manufacturing facilities are in Maharashtra, one is in Uttarakhand and one is in Gujarat. As a result, any localized social unrest, localized political turmoil, natural disaster or breakdown of services and utilities in Western India, especially in Maharashtra, could have material adverse effect on the business, financial position and results of operations of our Company. Further, continuous addition of industries in Maharashtra, Uttarakhand and Gujarat without commensurate growth of its infrastructural facilities may put pressure on the existing infrastructure therein, which may affect our business. In addition, the spiraling cost of living in Maharashtra, Uttarakhand and Gujarat may push our manpower costs in the upward direction, which may reduce our margin and cost competitiveness.

26. We enter into Related Party Transactions

During the course of our business, we enter into related party transactions. For more information please refer to “Related Party Transactions” on page no. 118 of this Draft Letter of Offer.

27. Your holdings may be diluted by additional issuances of Equity Shares. Further, any sales by our

Promoters may adversely affect the market price of our Equity Shares.

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Any future issuance of our Equity Shares may dilute the holdings of existing investors in our Equity Shares. Additionally, sales of a large number of Equity Shares by our Promoters could adversely affect the market price of our Equity Shares. The perception that any such primary or secondary sale may occur also could adversely affect the market price of our Equity Shares.

28. We are bound by certain restrictive covenants provided in the agreements entered into with

banks for availing term loans and working capital facilities

As of the date of the Draft Letter of Offer, we have a significant amount of indebtedness. We have entered into agreements with certain banks for short term loans and long term borrowings. As per the signed loan agreements with them, there are certain standard restrictions imposed on us; we require the banks’ permission for effecting any change in our capital structure; formulate any scheme of amalgamation or reconstruction; undertake any new project/schemes, implement any schemes of expansion or acquire fixed assets; invest by way of share capital in or lend or advance funds to or place deposits with any other concern; enter into borrowing arrangement either secured or unsecured with any other bank, financial institution, company or otherwise save and except the working capital facilities granted/to be granted by other consortium-member banks, under consortium arrangement with the bank and the term loans proposed to be obtained from financial institutions/banks for the completion of the replacement-cum-modernization programme; undertake guarantee obligations on behalf of the Company; and declare dividends for any year except out of profits relating to that year after making all due and necessary provisions and provided further that no default had occurred in any repayment obligations; create any charge, lien or encumbrance over its undertaking or any part thereof in favour of any financial institution, bank, company, firm or persons; sell, assign, mortgage or otherwise dispose off any of the fixed assets charged to the bank; enter into any contractual obligation of a long term nature or affecting the Company financially to a significant extent; change the practice with regard to remuneration of directors by means of ordinary remuneration or commission, scale of sitting fees etc; undertake any trading activity other than the sale of products arising out of its own manufacturing operations; and permit any transfer of the controlling interest or make any drastic change in the management set up; monies brought in by the promoters/directors/principal shareholders and their friends and relatives by way of deposits/loans/advances will not be allowed to be repaid by the Company without the banks prior permission in writing. Further, the unsecured loans taken by the Company can be recalled by the lenders at any time. The aforesaid requirements may restrict our ability to take swift business decisions as required by a dynamic business environment.

29. Some of our Group Companies have incurred losses during the last three years.

Some of our Group Companies has incurred losses during the last three years, as set forth in the tables below -

(Rs. in Mn)

For the financial year ended March 31

Name of the Group Company

2009 2008 2007 Automotive Composite Systems (International) Limited (96.11) (209.73) 29.11 Tata AutoComp Mobility Telematics Limited (31.85) (59.13) (42.43) Tata Hendricksons Suspensions Private Limited (38.14) (11.37) (44.40) Tata AutoComp GY Batteries Limited (366.69) (338.98) (138.74) TACO Sasken Automotive Electronics Limited (80.52) (50.50) (11.71) Tata Yazaki Autocomp Limited (198.80) (57.61) (26.64) Tata Ficosa Automotive Systems Limited (125.72) (121.15) (28.78) Tata Nifco Fasteners Limited 0.09 (0.05) 0.16 Tata AutoComp Systems Limited (1,925) 409 315 TACO Holdings (Mauritius) Limited* (1056.46) 4.37 3.84

* The amounts shown for TACO Holdings (Mauritius) Limited have been converted into INR based on the applicable foreign exchange rates as on March 31, 2010.

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(Rs. in Mn*)

For the financial year ended December 31

Name of the Group Company

2008 2007 2006 Estampaciones Martinez, S.A. (242.90) (64.63) (193.79) Gestamp Servicios, S. L (713.15) 354.38 353.12

* The amounts shown in the above table have been converted into INR based on the applicable foreign exchange rates as on March 31, 2010.

Tata Yazaki Autocomp Limited informed BIFR on November 27, 2009 that it has became a potentially sick industrial company under the provisions of section 23 of SICA.

Automotive Composite Systems (International) Limited has on October 4, 2008 filed a Reference to the BIFR informing that it has become sick industrial company under SICA. For further details of our Group Companies, please refer to “Our Group Companies” beginning on page no. 94 of this Draft Letter of Offer.

30. Some of the government approvals/ licenses required by us are pending for renewal.

We are required to obtain several government approvals/licenses under various statutes like Air (Prevention and Control of Pollution) Act, 1974 and Rules made thereunder; Water (Prevention and Control of Pollution) Act, 1974 and Rules made thereunder; etc. We have obtained all the requisite approvals/licenses, renewals of some of those approvals/licenses for the conduct of Company’s business. However, some of our approvals/ consents/ licenses have expired and we have applied for renewal of the same. Non-renewal of any of these approvals/licenses may impact our business adversely. For further details, please refer to “Government/Statutory, Business Approvals and Licenses” beginning on page no. 176 of this Draft Letter of Offer.

External Risk Factors

31. A slowdown in economic growth in India could cause our business to suffer.

Our performance and growth are dependent on the health of the Indian economy. The economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, commodity and energy prices and various other factors. Any slowdown in the Indian economy may adversely impact our business and financial performance and the price of our Equity Shares.

32. Force Majeure events, terrorist attacks and other acts of violence or war involving India, the

United States or other countries could adversely affect the financial markets, result in a loss of investor confidence and adversely affect our business, results of operations, financial condition and cash flows.

Certain events are beyond our control, such as force majeure events, terrorist attacks, and other acts of violence or war, civil unrest and military activity. Any such event could happen at or otherwise affect one or more of our businesses, which would adversely affect our business, results of operations and financial condition. Moreover, these and other similar events may adversely affect worldwide financial markets and could lead to global economic recession. Such events may also result in a loss of business confidence or have other consequences that could adversely affect our business, results of operations and financial condition. The occurrence of any of the foregoing could therefore adversely affect our financial performance or the market price of the Equity Shares, even if unrelated to any of our projects.

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33. An outbreak of an infectious disease or any other serious public health concerns in Asia or elsewhere could have an adverse effect on our business and results of operations.

The outbreak of an infectious disease in Asia or elsewhere or any other serious public health concerns such as H1N1 could have a negative impact on the economies, financial markets and business activities in the countries in which our end markets are located, which could have an adverse effect on our business.

34. We are subject to regulatory, economic and political uncertainties in India.

In the early 1990s, India experienced significant inflation, low growth in gross domestic product and shortages of foreign currency reserves. The Indian government provided significant tax incentives and relaxed certain regulatory restrictions in order to encourage foreign investment in specified industries of the economy. There is no assurance that liberalization policies will continue. Furthermore, the rate of economic liberalization could change, and specific laws and policies affecting technology companies, foreign investment, currency exchange rates and other matters affecting investment in our Equity Shares could also change. Various factors could trigger significant changes in India’s economic liberalization and deregulation policies, disrupt business and economic conditions in India generally and our business in particular. Our financial performance and the market price of our shares may be adversely affected by changes in inflation, exchange rates and controls, interest rates, Government of India policies, social stability or other political, economic or diplomatic developments affecting India in the future.

35. Competition may affect our business adversely.

The automotive component supply industry is highly competitive. Some of our large competitors may have greater financial and other resources than us. We cannot assure you that our products will be able to compete effectively with the products manufactured by our competitors. We believe that the principal competitive factors in our market are price, quality and consistency in meeting customer requirements. Sooner or later a consistent expansion in the capacity of sheet metal component industry could create unhealthy competition. Increasing competition may force us to reduce the prices of our products which may reduce the revenues and margins and/or also decrease our market share, either of which could have an impact on the business, financial and operations of our Company.

Risks Relating to the Issue of Securities

36. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder’s ability to sell, or the price at which he can sell, Equity Shares at a particular point in time.

We are subject to a daily ‘circuit breaker’ imposed by all stock exchanges in India, which does not allow transactions beyond specified increases or decreases in the price of the Equity Shares. This circuit breaker operates independent of the index-based market-wide circuit breakers generally imposed by SEBI on Indian stock exchanges. The maximum movement allowed in the price of the Equity Shares before the circuit breaker is triggered is determined by the Stock Exchanges based on the historical volatility in the price and trading volume of the Equity Shares. The Stock Exchanges do not inform us of the triggering point of the circuit breaker in effect from time to time and may change it without our knowledge. This circuit breaker limits the upward and downward movements in the price of the Equity Shares. As a result of this circuit breaker, no assurance can be given regarding your ability to sell your Equity Shares or the price at which you may be able to sell your Equity Shares at any particular time.

37. Our stock price may be volatile, and you may be unable to sell your shares at or above the Issue

price or at all.

The market price of our Equity Shares after this Issue may be subject to significant fluctuations in response to various factors including variations in our operating results and the performance of our

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business; adverse media reports about us or the automotive components industry; regulatory developments in our target markets affecting us, our clients or our competitors; market conditions and perceptions specific to the automotive components industry and volatility in the Indian and global securities markets. In the recent times, there has been volatility in the Indian stock markets and our share price could fluctuate significantly as a result of such volatility in the future.

38. You may not receive the Equity Shares that you subscribe for in this Issue until fifteen days after

the date on which this Issue closes, which will subject you to market risk.

The Equity Shares you purchase in this Issue may not be credited to your demat account with depository participants until approximately 15 days from the Issue Closing Date. You can start trading on such Equity Shares only after receipt of listing and trading approvals in respect of these Equity Shares. Since the Company’s Equity Shares are already listed on Stock Exchanges, you will be subject to market risk from the date you pay for the Equity Shares to the date they are listed. Further, there can be no assurance that the Equity Shares allotted to you will be credited to your demat account, or that trading in the Equity Shares will commence within the time periods specified above.

39. Any future issuance of Equity Shares by us or introduction of an employee stock option plan may

dilute the investor’s shareholding or adversely affect trading price of the Equity Shares

Any future issuance of Equity Shares by us or introduction of an employee stock option plan and subsequent issue of Equity Shares under that plan could dilute the investor’s shareholding. Such events could also impact our ability to raise capital through an offering of our securities. In addition, any perception by investors that such issuances or sales might occur could also affect the trading price of the Equity Shares.

Prominent Notes:

1. The investors may contact PL Capital Markets Pvt Ltd., the Lead Manager to the Issue who has submitted the due diligence certificate to the SEBI, for any complaints pertaining to the issue.

2. As per our Financial Statements, the net worth of our Company as on December 31, 2009 is Rs. 497.43

Millions and as on March 31, 2009 is Rs. 481.63 Million. As per our Financial Statements, the Net Asset Value per Equity Share as on December 31, 2009 is Rs. 39.95 and as on March 31, 2009 is Rs. 38.40.

3. Issue of [●] Equity Shares of the Company for cash at a price of Rs. [●] per Equity Share including a

premium of Rs. [●] per Equity Share aggregating up to Rs. 300 Million to the Equity Shareholders of the Company on rights basis in the ratio of [●] Equity Shares for every [●] Equity Shares held on the Record Date i.e. [●] in terms of this Draft Letter of Offer. The Issue Price is [●] times of the Face Value of the Equity Share.

4. The details of group companies having business or other interests in our Company are disclosed in the

section titled Promoters” and “Our Group Companies” on page no. 89 and page no. 94 respectively of this Draft Letter of Offer.

5. We had entered into certain related party transactions as disclosed in the “Related Party Transactions”

on page no. 118 of this Draft Letter of Offer. 6. Before making an investment decision in respect of this Issue, you are advised to refer to “Basis for

Issue Price” on page no. 29 of this Draft Letter of Offer. 7. Please refer to “Basis of Allotment” on page no. 221 of this Draft Letter of Offer for details on basis of

allotment.

xxii

8. For details of transactions in Equity Shares by our Promoters, Promoter Group and Directors in the last six months, please refer to “Capital Structure” on page no. 13 of this Draft Letter of Offer.

9. For details of interests of our Directors and Key Managerial Personnel, see “Our Management” on page

no. 71 of this Draft Letter of Offer. 10. We and the Lead Manager are obliged to keep the Draft Letter of Offer updated and inform the public

of any material change/development till the listing and commencement of trading of the Equity Shares to be issued pursuant to this Draft Letter of Offer.

11. .For details of all the loans and advances made to any persons or companies in whom our Directors are

interested, please refer to “Financial Statements” on page no. 120 of this Draft Letter of Offer. 12. The name of our Company was changed from JBM Tools Limited to Automotive Stampings and

Assemblies Limited on August 1, 2003. Besides this, there has been no other change in the name of our Company.

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SECTION III: INTRODUCTION

SUMMARY OF INDUSTRY AND BUSINESS AUTO COMPONENTS INDUSTRY Our Company operates in Sheet Metal Components, Assemblies and Sub-assemblies segment under Auto Component industries. Our Company manufactures a range of sheet metal components and assemblies for the automotive industry. We are a Tier I auto components supplier (auto component companies that supply directly to the OEMs). The fortunes of the auto-components industry is closely linked to that of the vehicle industry. In view of the slowdown in the vehicle industry over the last two years, the growth in the component industry has also been moderate as compared to previous years. Component industry has registered a moderate turnover growth of 6% in 2008-09 over last year. Industry has achieved a sales turnover of Rs. 76,230 crores. It has grown at CAGR of 24% for last 5 years. Auto components industry has got over 500 companies in the organized sector and about 10,000 firms in the unorganized sector. In terms of International Trade, the auto-components industry continued to exhibit very high growth rates in both imports as well as exports. The overall export of the industry grew by a CAGR of 25% during the 5 year period 2004-05 to 2008-09 and has now reached the Rs. 15,000 crore mark. However, at the same time, import of auto-components grew by a much higher CAGR of 34% to touch a level of Rs. 27,500 crore in 2008-09. During the year 2008-09, import of auto-components grew at 31% which is more than five times that of the export growth rate in 2008-09. Imports, thus, are growing at a much faster pace as compared to exports and presently, India has become a net importer of auto components. (Source: Annual Report 2008-09, Ministry of Heavy Industries and Public Enterprises, Government of India) With investments around US$ 15 billion slated for the sector over the next few years, the prospects for India's auto market are bright. Even though India's auto component industry has conventionally relied on exports for its profits, the domestic market itself is ripe with rapidly growing opportunities. Industry experts are hopeful that the country will be able to offset China and other Southeast Asian countries' traditional manufacturing advantage in the coming years, facilitating the industry's achievement of its targeted market value of US$ 40 billion by 2014. (Source: Indian Brand Equity Foundation (IBEF), public-private partnership between the Ministry of Commerce and Industry, Government of India, and the Confederation of Indian Industry) For further details, please refer to the section titled ‘Industry Overview’ starting from page no. 40 of this Draft Letter of Offer. BUSINESS OVERVIEW

We are in the business of manufacturing sheet metal components and assemblies for the automotive industry. We are primarily a Tier-I (auto component companies that supply directly to the OEMs) auto components supplier. We are into the production of a wide range of sheet metal components which form about 60% of the weight of a vehicle. The outer part of the chassis of a vehicle is made from sheet metal pressings. Sheet metal sub-assemblies are used in the underbody of the vehicle, exhaust systems, fuel tanks, skin panels, brackets, oil sumps and supporting panels. Our product mix can be broadly classified into three categories: (i) components; (ii) welded assemblies and (iii) modules/aggregates. Some of the products manufactured by us are skin panels, cabin and BIW parts, suspension parts, underbody parts, fuel tanks and oil sumps. Our products mainly cater to passenger and commercial vehicles, however, around 2% of the parts manufactured by us are supplied to tractors. Our customers are some of the prestigious vehicle manufacturers like Tata Motors Limited, General Motors India Private Limited, Fiat India Private Limited, Mahindra & Mahindra Limited, Piaggio Vehicles Private Limited and John Deere Equipment Private Limited. We also export our products to Ford Motor Company Limited (UK) and Green Industrial Supply Inc., USA.

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Our Company has four plants located at Bhosari (Maharashtra), Chakan (Maharashtra), Halol (Gujarat) and Pantnagar (Uttarakhand). The Pantnagar plant with 17,000 MT pressing capacity is the recent one and started operations in 2008-09. For further details, please refer to the section titled “Our Business” starting from page no. 45 of this Draft Letter of Offer.

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THE ISSUE Equity Shares proposed to be issued by our Company on rights basis

[●] Equity Shares

Rights Entitlement for Equity Shares In the ratio of [●] fully paid-up Equity Share for every [●] fully paid-up Equity Shares held on the Record Date

Record Date [●] Issue Opens on [●] Issue Closes on [●] Issue Price per Equity Share [●] Equity Shares outstanding prior to the Issue 10,198,541 Equity Shares Equity Shares outstanding after the Issue [●] Terms of the Issue For more information, please refer to “Issue Related

Information” beginning on page no. 199 of this Draft Letter of Offer

Terms of Payment

Due Date Amount On application on or before the issue closing date 100% of the Issue Price i.e. Rs. [●] per Equity Share,

including share premium

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SUMMARY FINANCIAL INFORMATION

The following table sets forth the selected historical standalone summary financial information of our Company derived from its restated and audited financial statements for the fiscal years ended March 31, 2005, 2006, 2007, 2008, 2009 and period ended December 31, 2009 all prepared in accordance with Indian GAAP, the Companies Act, 1956 and SEBI (ICDR) Regulations, and restated as described in the auditor’s report of M/s. Price Waterhouse, Chartered Accountants, included in the section titled “Financial Statements” starting on page no. 120 of this Draft Letter of Offer and should be read in conjunction with those financial statements and notes thereon.

Standalone Summary Statement of Assets and Liabilities, as Restated

(Rs. in Mn)

AS AT MARCH 31, Sr. No. PARTICULARS

AS AT DECEMBE

R 31, 2009

2009 2008 2007 2006 2005

A FIXED ASSETS Gross Block 1,982.50 1,960.40 1,436.15 1,222.30 1,017.97 980.92

Less: Accumulated Depreciation

960.48 864.81 744.98 638.82 534.59 440.19

Net Block 1,022.02 1,095.59 691.17 583.48 483.38 540.73

Capital Work in Progress (including capital advances)

23.02 8.65 394.34 71.68 149.66 108.38

Total 1,045.04 1,104.24 1,085.51 655.16 633.04 649.11

B CURRENT ASSETS, LOANS AND ADVANCES

Inventories 265.51 269.01 313.15 351.92 316.70 344.85 Sundry Debtors 228.50 261.91 222.87 263.44 188.94 148.22 Cash and Bank Balances 33.94 73.77 20.24 7.48 102.71 11.48 Loans and Advances 107.35 148.90 151.94 119.88 88.20 99.64 Total 635.30 753.59 708.20 742.72 696.55 604.19

C LIABILITIES AND PROVISIONS

Secured Loans 557.27 692.50 605.01 273.48 185.00 200.00 Unsecured Loans 11.38 14.99 18.59 22.06 180.12 174.38 Current Liabilities 547.43 598.77 548.03 476.57 401.01 326.18 Provisions 29.55 41.85 45.90 62.58 48.49 47.90 Deferred Tax Liability (Net) 37.28 28.09 42.69 50.66 51.13 54.00 Total 1,182.91 1,376.20 1,260.22 885.35 865.75 802.46

D NET WORTH (A+B-C) 497.43 481.63 533.49 512.53 463.84 450.84

E NET WORTH REPRESENTED BY

Share Capital 191.99 191.99 191.99 191.99 221.99 221.99 Reserves and Surplus 305.44 289.54 341.50 320.54 241.85 228.85 Net Worth 497.43 481.63 533.49 512.53 463.84 450.84

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Standalone Summary Statement of Profit and Loss Account, as Restated

(Rs. in Mn) FOR THE YEAR ENDED MARCH 31, PARTICULARS

FOR THE

NINE MONTHS ENDED

DECEMBER 31, 2009

2009 2008 2007 2006 2005

INCOME Net Sales of products manufactured 2,841.45 3,456.22 3,009.87 3,131.85 2,767.97 2,498.84Other income 15.91 29.34 15.02 115.97 18.22 6.35Increase / (Decrease) in inventories 4.70 11.33 (21.02) 7.72 (64.94) 53.46TOTAL 2,862.06 3,496.89 3,003.87 3,255.54 2,721.25 2,558.65 EXPENDITURE Raw Material Consumed 2,193.72 2,725.98 2,202.75 2,392.17 1,967.84 1,844.59Staff Cost 193.21 250.85 221.68 182.15 165.38 143.19 Other Manufacturing Expenses 309.81 369.13 343.66 354.90 334.42 341.23Administration Expenses 47.88 70.43 93.70 80.97 120.74 104.75Selling and Distribution Expenses

31.28 31.29 52.45 53.07 42.47 45.78

Interest and Finance Charges 52.92 82.53 23.79 23.36 19.57 13.93 TOTAL 2,828.82 3,530.21 2,938.03 3,086.62 2,650.42 2,493.47 PROFIT/ (LOSS) BEFORE TAX 33.24 (33.32) 65.84 168.92 70.83 65.18 PROVISION FOR TAXATION: Current tax (including wealth tax) 4.20 0.03 31.07 61.60 28.10 5.20 Deferred tax Expense / (Credit) Minimum Alternate Tax Credit Entitlement

12.00

(4.20)

(9.60)

-

(9.50)

-

(2.20)

-

(4.30)

-

19.81

-Fringe Benefit Tax - 1.45 1.30 1.21 1.25 -Short /(Excess) provision for taxation in respect of earlier years written back

- (0.98) - - (0.65) -

TOTAL 12.00 (9.10) 22.87 60.61 24.40 25.01NET PROFIT / (LOSS) AFTER TAX BEFORE ADJUSTMENTS

21.24 (24.22) 42.97 108.31 46.43 40.17

ADJUSTMENTS: a. Adjustments on account of changes in Accounting Policies

0.61 1.57 1.57 0.40 0.37 0.51

b. Other material adjustments (8.86) (14.63) 10.18 3.59 (4.03) 5.09 TOTAL OF ADJUSTMENTS (8.25) (13.06) 11.75 3.99 (3.66) 5.60 TAX IMPACT OF ADJUSTMENTS:

a. Current tax impact of adjustments

- - - -

- -

b. Deferred tax impact of adjustments

2.81 5.00 (1.52) (1.74) (1.42) (1.90)

c. Impact of provision (current tax) of earlier years written off / written back

- (0.98) (1.70) - 2.03 -

TOTAL OF TAX IMPACT OF 2.81 4.02 (3.22) (1.74) 0.61 (1.90)

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FOR THE YEAR ENDED MARCH 31, PARTICULARS

FOR THE NINE

MONTHS ENDED

DECEMBER 31, 2009

2009 2008 2007 2006 2005

ADJUSTMENTS TOTAL OF ADJUSTMENTS AFTER TAX IMPACT

(5.44) (9.04) 8.53 2.25 (3.05) 3.70

NET PROFIT / (LOSS) AS RESTATED

15.80 (33.26) 51.50 110.56 43.38 43.87

Profit and Loss amount at the beginning of the year

36.78 88.64 75.18 34.49 25.99 16.50

Balance available for appropriations, as Restated

52.58 55.38 126.68 145.05 69.37 60.37

APPROPRIATIONS Transfer to Capital Redemption Reserve

- - - 30.00 - -

Transfer to General Reserve - - 7.50 8.00 4.50 4.00Dividend on Preference Shares - 10.80 10.80 11.97 14.40 14.40Dividend on Equity Shares - 5.10 15.30 15.30 12.24 12.24Corporate Dividend Tax - 2.70 4.44 4.60 3.74 3.74TOTAL - 18.60 38.04 69.87 34.88 34.38Balance Carried Forward, as Restated

52.58 36.78 88.64 75.18 34.49 25.99

7

GENERAL INFORMATION

Dear Equity Shareholder(s),

Pursuant to the resolutions passed by the Board of Directors of our Company at its meeting held on October 23, 2009, it has been decided to make the following offer to the Equity Shareholders of the Company, with a right to renounce: ISSUE OF [●] FULLY PAID-UP EQUITY SHARES OF RS.10 EACH FOR CASH AT A PRICE OF RS. [●] (INCLUDING A SHARE PREMIUM OF RS. [●]) PER EQUITY SHARE AGGREGATING UP TO RS. 300 MILLIONS ON RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [●] FULLY PAID-UP EQUITY SHARE FOR EVERY [●] FULLY PAID-UP EQUITY SHARES HELD ON THE RECORD DATE, i.e. [●]. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 PER EQUITY SHARE. THE ISSUE PRICE OF RS. [●] IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. Important

1. This offer is applicable only to those Equity Shareholders whose names appear as beneficial owners in respect of the Equity Shares held in the electronic form and on the register of members of our Company in respect of the Equity Shares held in physical form as on [●] i.e. the record date fixed in consultation with the Designated Stock Exchange i.e., Bombay Stock Exchange Limited

2. Your attention is drawn to “Risk Factors” beginning on page no. x of this Draft Letter of Offer. 3. Please ensure that you have received the CAF along with the Draft Letter of Offer. In case the original

CAF is not received or is lost or misplaced by the Equity Shareholder, the Registrar will issue a duplicate CAF on the request of the Equity Shareholder who should furnish the Registered Folio Number/DP ID/Client ID number and his/her full name and address to the Registrar. Please note that those Applicants who are making the application in the duplicate CAF should not utilize the original CAF for any purpose including renunciation, even if it is received/ found subsequently.

4. Please read the Draft Letter of Offer and the instructions contained therein and in CAF carefully, before

filling the CAF. The instructions contained in the CAF are an integral part of the Draft Letter of Offer and must be carefully followed. An application is liable to be rejected for any non-compliance with the terms of the Draft Letter of Offer or the CAF.

5. All enquiries in connection with the Draft Letter of Offer or CAF should be addressed to the Registrar

to the Issue, Link Intime India Pvt. Ltd., quoting the Registered Folio Number / Depository Participant (DP) number and Client ID number and the CAF numbers, as mentioned in the CAF.

6. The issue will be kept open for a minimum period of fifteen days. If extended, it will be kept open for a

maximum period of thirty days. 7. The Lead Manager and our Company shall update the Draft Letter of Offer and keep the public

informed of any material changes till the listing and trading commences for Equity Shares offered through this Issue.

Issue Programme The subscription will open upon the commencement of the banking hours and will close upon the close of banking hours on the dates mentioned below:

ISSUE OPENS ON LAST DATE FOR REQUEST FOR SPLIT APPLICATION FORMS

ISSUE CLOSES ON

[●] [●] [●]

8

Registered Office of Our Company Automotive Stampings and Assemblies Limited G-71/2, MIDC Industrial Area Bhosari, Pune - 411 026, Maharashtra, India Tel: +91 - 20 - 6631 4300 Fax: +91 - 20 - 6631 4343 E-mail: cs@autostampings.com Website: www.autostampings.com Registration No.: 25-016314 Company Identification No.: L28932PN1990PLC016314 The equity shares of our Company are listed on BSE and NSE. Address of Registrar of Companies Registrar of Companies, Pune PMT Commercial Building, Pune Stock Exchange, 3rd Floor, Deccan Gymkhana, Pune - 411 004 Board of Directors Sr. No.

Name & DIN

Age Experience Address

1 Mr. Francisco José Riberas Mera Non-Executive, Non-Independent Director DIN- 01732230

45 years

20 years 16 Alfonso, Xii Street, Madrid, Spain - 28014

2 Mr. Ramesh A. Savoor Non-Executive, Independent Director DIN- 00149089

65 years

35 years 201, Pineview, 9, Edward Road, Bangalore - 560 052

3 Mr. Pradeep Mallick Non-Executive, Independent Director DIN- 00061256

67 years

45 years A/2, Pallonji Mansion, 43, Cuffe Parade, Mumbai - 400 005

4 Mr. Rameshwar S. Thakur Non Executive, Non-Independent Director DIN-00020126

61 years

37 years Flat No. 205, Burlington, Hiranandani Estate, Patlipada, Thane West, Thane - 400 607

5 Mr. Alberto Moreno Conejo Non Executive, Non-Independent Director DIN- 02566225

38 Years

15 years Valle del Pas, 26, 1B Madrid - 28023

For further details in relation to our Board of Directors please refer to “Our Management” beginning on page no. 71 of this Draft Letter of Offer. Company Secretary and Compliance Officer Mr. Shailendra Dindore

9

Automotive Stampings and Assemblies Limited G-71/2, MIDC Industrial Area, Bhosari, Pune - 411 026 Tel: +91 - 20 - 6631 4304 Fax: +91 - 20 - 6631 4343 E-mail: cs@autostampings.com Investors may contact the Compliance Officer for any pre-Issue / post-Issue related matters. Lead Manager to the Issue PL Capital Markets Private Limited 3rd Floor, Sadhana House, 570 P. B Marg, Behind Mahindra Tower, Worli, Mumbai - 400 018 Tel: + 91 - 22 - 6632 2222 Fax: + 91 - 22 - 6632 2229 Email: asal_rights@plindia.com Investors’ Grievances Email: redressal@plindia.com Contact Person: Mr. Ajesh Dalal /Mr. Rohan Sharma Website: www.plindia.com SEBI Registration No.: INM000011237 Legal Advisor to the Issue M/s. ANS Law Associates Advocates & Solicitors 41-A Film Center, 68, Tardeo Road, Mumbai - 400 034 Tel: +91 - 22 - 6660 4761 Fax: +91 - 22 - 6660 4763 Contact Person: Mr. Sharad D. Abhyankar E-mail: anslaw@vsnl.net Registrar to the Issue Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West) Mumbai - 400 078 Tel: +91 - 22 - 2596 0320 Fax: +91 - 22 - 2596 0329 Email: asal.rights@linkintime.co.in Contact Person: Mr. Nilesh Chalke Website: www.linkintime.co.in SEBI Registration No.: INR000004058 Note: Investors are advised to contact the Registrar to the Issue/Compliance Officer of our Company in case of any pre-issue/post issue related problems such as non-receipt of CAF/ Draft Letter of Offer/Letters of Allotment/ Equity Share certificate(s)/ refund orders etc. Bankers to the Issue [●]

10

Self Certified Syndicate Banks The list of banks that have been notified by SEBI to act as SCSB for the ASBA Process are provided on http://www.sebi.gov.in. For details on designated branches of SCSB collecting the CAF, please refer the above mentioned SEBI link. Auditors of the Company M/s. Price Waterhouse Chartered Accountants Muttha Towers, 5th Floor, Suite No. 8, Airport Road, Yerwada, Pune - 411 006 Tel: +91 - 20 - 4100 4444 Fax: +91 - 20 - 4100 6161 Contact Person: Mr. Jeetendra Mirchandani E-mail: jeetendra.mirchandani@in.pwc.com Bankers to the Company HDFC Bank Limited Corporate Banking Millenium Towers, Bhandarkar Road, Pune - 411 004 Tel: +91 - 20 - 2565 6386 Fax: +91 - 20 - 2567 3008 Contact Person: Mr. Hemant Apte E-mail: hemant.apte@hdfcbank.com State Bank of India Industrial Finance Branch Tara Chambers, Wakdewadi, Pune - Mumbai Road, Pune - 411 003 Tel: +91 - 20 - 2561 8221 Fax: +91 - 20 - 2581 8373 Contact Person: Mr. Rajeev Dahat E-mail: rajeev.dahat@sbi.co.in Bank of India Pimpri Branch P. O. Box No. 1101, Pimpri, Pune - 411 018 Tel: +91 - 20 - 2742 3904 Fax: +91 - 20 - 2742 6583 Contact Person: Mr. V Krishnamoorthy E-mail: pimpri.pune@bankofindia.co.in Statement of Inter-se Allocation of Responsibilities for the Issue Since PL Capital Markets Private Limited is the sole Lead Manager to the Issue, all the responsibilities of this Issue will be managed by them.

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Credit Rating This Issue being an issue of equity shares, credit rating is not required. IPO Grading This Issue being a rights issue, grading is not mandatory. Debenture Trustee This Issue being an issue of equity shares, appointment of debenture trustee is not required. Monitoring Agency In terms of Regulation 16 of the SEBI (ICDR) Regulations, we are not required to appoint a monitoring agency in relation to the Issue. Appraising Entity Not applicable Book Building Process Details Not applicable Impersonation As a matter of abundant caution, attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act, 1956 which is reproduced below: “Any person who

(a) makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or

(b) otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years.”

Underwriting Details* The Company has entered into an underwriting agreement dated [●] (“Underwriting Agreement”) with [●] (“Underwriter”) for underwriting the Equity Shares offered through this Issue for a maximum amount up to Rs. [●] Millions as given in the table below. In terms of the Underwriting Agreement, the Underwriters shall, except to the extent of the subscription by the Promoters, TACO and Gestamp Servicios, S.L. to their entitlements of Equity Shares in full (“Promoter Subscription”) and any subscription received from the Company’s public shareholders other than Promoter Subscription, be responsible for bringing in a shortfall, if any, at a price of Rs. [●] per Equity Share. Name and Address of the Underwriters

Indicative Number of Equity Shares Underwritten

Underwritten Amount (Rs. in Mn.)

[●] [●] [●] *Note: The information related to underwriting details will be updated and completed prior to filing Letter of Offer with the Designated Stock Exchange.

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In the opinion of the Board of Directors, the resources of the Underwriters are sufficient to enable them to discharge its underwriting obligations in full. Minimum Subscription If the Company does not receive the minimum subscription of ninety percent of the issue including the devolvement upon the Underwriters, if any, the entire subscription shall be refunded to the applicants within fifteen days from the date of closure of the Issue. If there is delay in the refund of subscription by more than 8 days after the Company becomes liable to pay the subscription amount (i.e. fifteen days after closure of the issue), the Issuer will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956.

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CAPITAL STRUCTURE

The share capital of our Company as on the date of filing of this Draft Letter of Offer with SEBI is set forth below:

Particulars Nominal Amount

(Rs. in Mn)

Aggregate Value at

Issue Price (Rs. in Mn)

Authorized Share Capital 20,000,000 Equity Shares of Rs. 10 each 200.00 16,000,000 Preference Shares of Rs 10 each 160.00 Issued Share Capital 10,198,541 Equity Shares of Rs. 10 each 101.99 9,000,000 Preference Shares of Rs 10 each 90.00 Subscribed and Paid-up Share Capital 10,198,541 Equity Shares of Rs. 10 each 101.99 9,000,000 Preference shares of Rs 10 each 90.00 Present Issue being offered to the Equity Shareholders through this Draft Letter of Offer

[●] Equity Shares of Rs. 10 each at a premium of Rs. [●] each [●] [●] Paid-up Capital after the Issue [●] Equity Shares of Rs. 10 each [●] 9,000,000 Preference shares of Rs 10 each 90.00 Share Premium Account Existing Share Premium Account 194.86 Share Premium Account after the Issue assuming Allotment of all Equity Shares offered [●]

Notes to the Capital Structure

1. Equity Share Capital History

Date of Allotment No. of

Equity Shares

Nominal

Value (Rs.)

Issue Price (Rs.)

Consideration

Reason for Allotment Cumulative Number of

Shares

March 13, 1990 700 10 10 Cash Subscribers to the Memorandum

700

March 31, 1993 383,200 10 10 Cash Additional Issue 383,900September 4, 1993 121,300 10 10 Cash Additional Issue 505,200September 25, 1993 160,000 10 10 Cash Additional Issue 665,200April 22, 1994 2,534,800 10 10 Cash Initial Public Offering 3,200,000October 5, 1996 2,560,000 10 30 Cash Conversion of Part A of FCD

issued 5,760,000

July 7, 1997 5,760,000 10 42 Cash Preferential Allotment 11,520,000March 26, 1998 5,480,494 10 21.02 Cash Conversion of Part B of FCD

Issue 17,000,494

June 8, 2001 (4,778)* 10 NA NA Cancellation of partly paid up 16,995,716

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Date of Allotment No. of Equity Shares

Nominal

Value (Rs.)

Issue Price (Rs.)

Consideration

Reason for Allotment Cumulative Number of

Shares

Equity Shares in terms of Scheme of Arrangement u/s. 391-394 of the Companies Act, 1956 and consequential Capital Reduction. Please refer to note below the table

1,852* 10 NA NA Partly paid up Equity Shares consolidated into fully paid up Equity Shares pursuant to the terms of Scheme of Arrangement u/s. 391-394 of the Companies Act, 1956 and consequential Capital Reduction. Please refer to note below the table

16,997,568

(6,799,027)*

10 NA NA Pursuant to the reduction of Equity Share capital in terms of Scheme of Capital Reduction u/s. 101-102 of the Companies Act, 1956 and Scheme of Arrangement u/s. 391-394 of the Companies Act, 1956 with consequential Capital Reduction. Please refer to note below the table

10,198,541

Total number of Shares 10,198,541 * Para 12 (b) of the Scheme of Arrangement under sections 391-394 of the Companies Act, 1956, approved by the Hon’ble Delhi High Court states as follows: “the authorized capital of the Transferor Company as on the Appointed Date was Rs. 200,000,000 divided into 18,000,000 equity shares of Rs. 10 each and 2,000,000 Preference Shares of Rs. 10 each. As on the Appointed Date, the Issued and Subscribed Capital was Rs. 170,004,940 divided into 17,000,494 equity shares of Rs 10 each and paid up capital was Rs. 169,975,677 (with Rs 29,263 as calls on arrears). The remaining amount of share capital as already standing paid up by the shareholders upon the cancellation of the unpaid amount of share capital as above shall be consolidated into fully paid up shares of the face value of Rs 10 each and thereafter the such consolidated shares shall be re-issued and allotted to a Director or an Officer of the Transferor Company or any other person in this behalf with the express understanding that such Director or Officer to whom such shares be allotted, shall settle the same in the market at the best available price on one or more lots or by private sale/placement or by public sale/auction as deemed fit (the decision of such Director or Officer as the case may be as to the timing and method of the sale and the price at which such sale has been given effect to, in that behalf shall be placed before the Board of Directors for its final approval)and pay to the Transferor Company, the net sales proceeds thereof, and upon the receipt of the proceeds in respect of each such sale. The transferor company shall then pay each of such members representing the partly paid-up shares as aforesaid, the net sale proceeds of all such shares after defraying there from all costs, charges, and expenses of such sale in cash on pro rata basis. The consolidated and re-issued fully paid shares in terms as provided herein shall be entitled to shares in the Transferee Company upon scheme becoming effective.” 2. The Promoters, the Directors and the Lead Manager have not entered into any buyback/standby

arrangement for purchase of Equity Shares of the Company from any person.

a. Gestamp has confirmed full subscription to their entitlement in the present Rights Issue vide their letter dated March 15, 2010 and further Gestamp has confirmed that it will not subscribe to the

15

unsubscribed portion of public category directly or through renunciation, if any, of the said Issue.

b. TACO has confirmed full subscription to their entitlement in the present Rights Issue vide their letter dated January 12, 2010 and further TACO has confirmed that it will not subscribe to the unsubscribed portion of public category directly or through renunciation, if any, of the said Issue.

3. Details regarding top 10 Equity Shareholders:

(a) On the date of the Draft Letter of Offer

Sr. No. Name of the Shareholder No. of Equity Shares held

% of total Shareholding

1 Tata AutoComp Systems Limited 3,824,453 37.50 2 Gestamp Servicios S L 3,824,453 37.50 3 Lotus Global Investments Limited 6,24,164 6.12 4 Daivi Ventures 3,91,971 3.84 5 Pinkhem Investments Co. Pvt. Limited 57,971 0.57 6 Suresh K Jajoo 50,000 0.49 7 Pentagon Builders Private Limited 36,000 0.35 8 Foresight Holdings Pvt. Limited 30,418 0.29 9 Sunita Kantilal Vardhan

Kantilal Mishrimalji Vardhan 21,233 0.20

10 Subhra Bikash Banerjee Ranu Banerjee

20,000 0.20

(b) 10 days prior to the date of the Draft Letter of Offer

Sr. No. Name of the Shareholder No. of Equity

Shares held % of total

Shareholding 1 Tata AutoComp Systems Limited 3,824,453 37.50 2 Gestamp Servicios S L 3,824,453 37.50 3 Lotus Global Investments Limited 6,24,164 6.12 4 Daivi Ventures 441,797 4.33 5 Pinkhem Investments Co. Pvt. Limited 57,971 0.57 6 Pentagon Builders Private Limited 36,000 0.35 7 Foresight Holdings Pvt. Limited 30,418 0.29 8 Sunita Kantilal Vardhan

Kantilal Mishrimalji Vardhan 21,233 0.20

9 Subhra Bikash Banerjee Ranu Banerjee

20,000 0.20

10 Mulraj P Mody 20,000 0.20

(c) 2 years prior to the date of the Draft Letter of Offer i.e. April 15, 2008

Sr. No.

Name of the Shareholder No. of Equity Shares held

% of total Shareholding

1 Tata AutoComp Systems Limited 4,473,243 43.86 2 Gestamp Servicios, S. L. 3,824,453 37.50 3 Himalayan India Holdings 230,573 2.26 4 Transportation, Infrastructure and Energy Investments 90,182 0.88 5 Matterhorn Ventures 85,110 0.83 6 GTL Limited 46,388 0.45 7 Matterhorn Strategic 39,922 0.39 8 Amber Advisory Services Pvt. Limited 38,000 0.37

16

Sr. No.

Name of the Shareholder No. of Equity Shares held

% of total Shareholding

9 Own Leasing and Finance Pvt. Limited 36,000 0.35 10 Pinkhem Investments Co. Pvt. Limited 28,000 0.27

4. Aggregate Shareholding of Promoters and Directors of the corporate Promoters (assuming full

subscription to the entitlement):

Pre-Issue Post-Issue Name of Promoter Nature of issue/

acquisition Face

Value (Rs.)

Date of acquisi

tion

Consideration

(Rs. per

Equity Share)

No. of Shares

% of shareholding

No. of

Shares

% of shareholding

As on the date of demerger

10 June 1, 2001

38.28 20,40,058 [●] [●]

Acquired by way of off market transaction

10 April 8, 2002

24.87 1,92,060 [●] [●]

Acquired by way of inter-se transfer from M/s. S K Arya & Associates

10 April 12,

2002

24.87 10,86,283 [●] [●]

Acquired by way of inter-se transfer from Tata Industries Limited

10 March 26,

2004

60.00 49,77,779 [●] [●]

Total 82,96,180 [●] [●]Less: Sold to Gestamp Servicios, S.L.

10 August

21, 2007

94.96

38,22,937

Sold in Open Market

10 February 11, 2010

65.03 10,000

Sold in Open Market

10 February 15, 2010

56.02 6,38,790

Tata AutoComp Systems Limited

Total 38,24,453 37.50 [●] [●]Gestamp Servicios S.L.

1. Acquired of 38,22,937 Equity Shares from TACO 2. Received 1,516 Equity Shares in Open Offer under Takeover Regulations

10 August 21,

2007

Rs. 94.96

per Equity Share

3,824,453 37.50 [●] [●]

Directors of corporate Promoters

- 10 - - - - [●] [●]

5. Shareholding pattern as per clause 35 of Listing Agreement before and after the Issue is as under

(assuming full subscription to the entitlement):

17

Sr. No.

Category of Shareholders

Number of

Shareholders

Total number of shares

Total shareholding as a percentage of Pre-Issue total

number of shares

Shares pledged or otherwise encumbered

Total shareholding

as a percentage of

Post-Issue total number of

shares

Number of shares held in

dematerialized form

As a percent

age of(A+B)

As a percentage of (A+B+

C)

Number of

shares

As a percent

age

Number of

shares

As a percentage of (A+B+C+D)

(XI)= (I) (II) (III) (IV) (V) (VI) (VII) (XI) (XI)/(IX)*

100

(IX) (X)

(A) Shareholding of Promoter and Promoter Group

1 Indian

(a) Individuals/ Hindu Undivided Family

- - 0.00% 0.00% - 0.00% [●] [●]

(b) Central Government/ State Government(s)

- - - 0.00% 0.00% - 0.00% [●] [●]

(c) Bodies Corporate 1 3,824,453 3,824,453 37.50% 37.50% - 0.00% [●] [●]

(d) Financial Institutions/ Banks

- - - 0.00% 0.00% - 0.00% [●] [●]

(e) Any Others (Specify)

- - - 0.00% 0.00% - 0.00% [●] [●]

Sub Total(A)(1) 1 3,824,453 3,824,453 37.50% 37.50% - 0.00% [●] [●]

2 Foreign

a Individuals (Non-Residents Individuals/Foreign Individuals)

- - - 0.00% 0.00% - 0.00% [●] [●]

b Bodies Corporate 1 3,824,453 3,824,453 37.50% 37.50% - 0.00% [●] [●]

c Institutions - - - 0.00% 0.00% - 0.00% [●] [●]

d Any Others (Specify)

- - - 0.00% 0.00% - 0.00% [●] [●]

Sub Total(A)(2) 1 3,824,453 3,824,453 37.50% 37.50% - 0.00% [●] [●]

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

2 7,648,906 7,648,906 75.00% 75.00% - 0.00% [●] [●]

(B) Public shareholding

1 Institutions [●] [●]

(a) Mutual Funds/ UTI 2 420 - 0.00% 0.00% -

0.00% [●] [●]

(b) Financial Institutions / Banks

2 300 - 0.00% 0.00% -

0.00% [●] [●]

18

(c) Central Government/ State Government(s)

- - - 0.00% 0.00% -

0.00% [●] [●]

(d) Venture Capital Funds

- - - 0.00% 0.00% -

0.00% [●] [●]

(e) Insurance Companies

- - - 0.00% 0.00% - 0.00% [●] [●]

(f) Foreign Institutional Investors

3 1,024,413 1,024,413 10.04% 10.04% - 0.00% [●] [●]

(g) Foreign Venture Capital Investors

- - - 0.00% 0.00% - 0.00% [●] [●]

(h) Any Other (specify) - - - 0.00% 0.00% - 0.00% [●] [●]

Sub-Total (B)(1) 7 1,025,133 1,024,413 10.05% 10.05% - 0.00% [●] [●]

B 2 Non-institutions

(a) Bodies Corporate 170 296,305 293,965 2.91% 2.91% - 0.00% [●] [●]

(b) Individuals - 0.00% 0.00% - 0.00% [●] [●]

I Individuals -i. Individual shareholders holding nominal share capital up to Rs. 1 lac

3,052 964,502 886,028 9.46% 9.46% - 0.00% [●] [●]

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lac.

12 230,758 230,758 2.26% 2.26% - 0.00% [●] [●]

(c) Any Other (specify) - - - 0.00% 0.00% - 0.00% [●] [●]

(c-i) NRI/OCBs 16 14,339 14,339 0.14% 0.14% - 0.00% [●] [●]

(c-ii) Clearing Members 41 18,098 18,098 0.18% 0.18% - 0.00% [●] [●]

(c-iii) Trusts 1 500 500 0.00% 0.00% - 0.00% [●] [●]

Sub-Total (B)(2) 3,292 1,524,502 1,443,688 14.95% 14.95% - 0.00% [●] [●]

(B) Total Public Shareholding (B)= (B)(1)+(B)(2)

3,299 2,549,635 2,468,101 25.00% 25.00% - 0.00% [●] [●]

TOTAL (A)+(B) 3,301 10,198,541 10,117,007 100.00% 100.00% - 0.00% [●] [●]

(C) Shares held by Custodians and against which Depository Receipts have been issued

- - - 0.00% 0.00% - 0.00% [●] [●]

TOTAL (A)+(B)+(C)

3,301 10,198,541 10,117,007 100.00% 100.00% - 0.00% [●] [●]

(D) Present Issue in terms of this DRHP

- 0.00% [●] [●]

GRAND TOTAL (A)+(B)+(C)+(D)

3,301 10,198,541 10,117,007 100.00% 100.00% - 0.00% [●] [●]

6. The Promoters of our Company, their associates, Promoter Group and the Directors of the Corporate

Promoters have not purchased or sold, directly or indirectly, any Equity Share during a period of six months preceding the date on which the Draft Letter of Offer is filed with SEBI, except as mentioned below -

19

• The aggregate number of Equity Shares of our Company sold by Tata Industries Limited (‘TIL’)

a promoter company at the time of the sale of shares and Tata AutoComp Systems Limited (‘TACO’), one of our promoters, within six months immediately preceding the date on which the Draft Letter of Offer is filed with SEBI are 6,48,890 equity shares. The maximum and minimum price at which the sale has been made is Rs. 68.96 on January 27, 2010 and Rs. 55.74 on February 15, 2010, respectively. The sale was made with an object to enable our Company to comply with the requirements of minimum public shareholding as envisaged in clause 40A of the Listing Agreement.

7. This Issue being a rights issue, as per Regulation 34(c) of the SEBI (ICDR) Regulations, the requirement

of promoters’ contribution and lock-in are not applicable. 8. The Company has entered into an Underwriting Agreement dated [●] (“Underwriting Agreement”) with

[●] (“Underwriter”) for underwriting the Equity Shares offered through this Issue for a maximum amount up to Rs. [●]. In terms of the Underwriting Agreement, the Underwriters shall, except to the extent of the subscription by the Promoter, TACO and Gestamp Servicios to their entitlements of Equity Shares in full (“Promoter Subscription”) and any subscription received from the Company’s public shareholders other than Promoter Subscription, be responsible for bringing in a shortfall, if any, at a price of Rs. [●] per Equity Share.

9. No further issue of Equity Shares whether by way of issue of bonus shares, preferential allotment, rights

issue or in any other manner will be made by our Company during the period commencing from the date of submission of the Draft Letter of Offer with SEBI until the Equity Shares referred to in the Draft Letter of Offer have been listed or application money is refunded in case of failure of the Issue.

10. We presently do not have any intention or proposal to alter our capital structure for a period of six months

from the Issue Opening Date, by way of split/consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible / exchangeable, directly or indirectly for Equity Shares) whether on preferential basis or otherwise except for the redemption of Preference Shares as stated in “Objects of the Issue” starting from page no. 21 of this Draft Letter of Offer. However, if we go in for acquisitions and joint ventures, our Company might consider raising additional capital to fund such activity or use Equity Shares as currency for acquisition and/or participation in such joint venture.

11. Directors or the Lead Manager have not entered into any buy back arrangement for the purchase of the

equity shares or any other security of our Company. 12. As on the date of the Draft Letter of Offer, our Company does not have any outstanding warrants, options,

convertible loan, debenture or any other securities convertible at a later date into Equity Shares, which would entitle the holders to acquire further Equity Shares of our Company.

13. The Equity Shares of our Company are of face value of Rs. 10 each and marketable lot is one Equity

Share. At any given time, there shall be only one denomination for the Equity Shares of our Company. 14. Our Company shall adhere to the disclosure and accounting norms specified by SEBI from time to time. 15. Our Company has not issued any Equity Share or granted any option under any employee stock purchase

scheme or employee stock option scheme. 16. Our Company has not availed of any “bridge loan” which is to be repaid from the proceeds of the Issue. 17. Our Company has not revalued its assets in the last five years preceding the date of the Draft Letter of

Offer and has not issued any Equity Shares out of the revaluation reserves at any point of time.

20

18. Our Company has no partly paid up Equity Shares and no calls in arrears. The entire Issue Price of Rs. [●] per Equity Share is to be paid on application. Hence, there will be no partly paid up Equity Shares arising out of this Issue.

19. Our Company has not capitalized any of its reserves or profits since inception. 20. In terms of loan agreements signed with State Bank of India, HDFC Bank Limited and Bank of India, we

are required to obtain prior consent from them for issuing fresh Equity Shares. We have obtained prior sanctions from the aforesaid lenders as stated below:

21. As per Notification No. FEMA 20/2000-RB dated May 3, 2000 of the RBI, the RBI has given general

permission to Indian companies to issue shares on rights basis to Non-Residents. Hence, our Company does not need in-principle permission from RBI for issue of shares on rights basis to Non-Residents, on a repatriable basis.

By virtue of Circular No. 14 dated September 16, 2003 issued by the RBI, overseas corporate bodies (“OCBs”) have been derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003. Accordingly, OCBs shall not be eligible to subscribe to the Equity Shares. The RBI has however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as incorporated nonresident entities. Thus, OCBs desiring to participate in this Issue must obtain prior approval from the RBI. On providing such approval to our Company at its registered office, the OCB shall receive the Draft Letter of Offer and the CAF.

However, the Equity Shares to be issued through the Rights Issue would be subject to the same conditions, including restrictions in regard to repatriability as are applicable to the original Equity Shares against which right shares are issued. The Board of Directors may agree to such terms and conditions as may be stipulated by RBI while approving the allotment of Equity Shares, payment of interest etc. to the non-resident shareholders.

22. The Issue will remain open for fifteen days. However, the Board will have the right to extend the Issue

period as it may determine from time to time but not exceeding thirty days. 23. The merchant bankers and their associate companies do not hold any equity shares or any other security of

our Company.

Sr. No. Name of the Lender Letter Reference No. Letter Date 1 State Bank of India IFB/CREDIT/551 December 21, 2009 2 HDFC Bank Limited Nil December 26, 2009 3 Bank of India PMP:VK:477 December 26, 2009

21

OBJECTS OF THE ISSUE The objects of the present Rights Issue of our Company are to finance the fund requirement for

(a) Capital expenditure at our Pantnagar Plant at Uttarakhand; (b) Redemption of Preference Shares; (c) General corporate purpose; and (d) Meeting Rights Issue expenses

The main objects clause of our Memorandum of Association and objects incidental to the main objects enable us to undertake our existing activities and the activities for which funds are being raised by our Company through this Issue. We intend to utilize the proceeds of the Issue after deducting expenses relating to the Issue (“Net Proceeds”) which is estimated at Rs. [ ] Mn for the abovementioned objects. Requirement of Funds The fund requirement described below is based on the estimates of our project department and approved by our management. Sr. No.

Particular Fund Requirement (Rs. in Mn)

1. Capital Expenditure at Pantnagar Plant at Uttarakhand 192.88 2. Redemption of Preference Shares 90.00 3. General corporate purpose [•]* 4. Meeting Rights Issue Expenses [•]* TOTAL [•]*

* Will be incorporated at the time of filing of the Letter of Offer with the Stock Exchanges In view of the dynamic nature of the automotive component industry, our Company may have to revise its capital expenditure requirements due to variations in the cost structure, changes in estimates and/or external factors, which may not be within the control of our management. This may entail rescheduling or revising this planned capital expenditure at the discretion of our management. No working capital requirement is shown as a part of the project cost because our Company’s internal accruals are sufficient for taking care of the nominal increase in working capital requirement after the capital expenditure envisaged above has been incurred. Details of the Objects of the Issue Capital Expenditure at Pantnagar Plant at Uttarakhand (Rs. 192.88 Mn) We are currently supplying various auto components to Tata Motors Limited (“TML”), our major customer from our Pantnagar Plant at Uttarakhand. TML is going to launch a Passenger Carrier (1 Ton) and a Small Commercial Carrier (0.5 Ton) from its Pantnagar Plant at Uttarakhand. We have received a Letter of Comfort dated September 19, 2008 from TML for supply of some of the components required for these programs. Accordingly, our Company has planned to carry out an expansion at its Pantnagar Plant so that our Company can manufacture components as required by TML for its Passenger Carrier (1 Ton) and Small Commercial Carrier (0.5 Ton) programs. Our existing Pantnagar Plant already has sufficient land, factory shed and other infrastructure including power, water, furniture and fixture and other utilities etc. to carry out the above mentioned expansion. We do not require any additional expenditure other than Plant & Machinery and its installation cost. Therefore, the fund requirement for the Capital Expenditure at Pantnagar Plant is mainly in the nature of Plant & Machinery. For further details about the existing infrastructure and other facilities at our Pantnagar Plant, please refer page no.

22

51 under the section titled “Our Business” of this Draft Letter of Offer. A detailed breakup of the fund requirement for carrying out the expansion at Pantnagar Plant at Uttarakhand is as follows - A) Passenger Carrier (1 Ton) Project: The estimated project cost based on (a) the purchase orders placed for acquiring various machineries; and (b) the estimate of our project department; is about Rs. 66.35 Mn. Project Cost The break-up of the estimated project cost is set forth below in the following table -

(Amount in Rs. Mn) Sr. No.

Machinery Qty.

Estimated

amount to be

deployed in FY 10

Estimated

amount to be

deployed in FY 11

Total amoun

t

Name of the Supplier

Purchase

Order no.

Purchase

Order Date

Amount of

Purchase Order

already placed

1. 1250 Ton Press

1 9.00 40.68 49.68 Indian Sugar and General Engg. Corporation, Haryana

5700000235

23.11.2009

49.68

2. Robot 1 - 6.62 6.62 Yet to place order

3. Scrap Conveyor

10 - 1.00 1.00 Yet to place order

4. Dispatch pallets

130 - 3.25 3.25 Yet to place order

5. In-house pallets

50 - 1.00 1.00 Yet to place order

Heavy Steel Works, Pune

5700000211

09.09.2009

1.05

Global Sourcing, Pune

5700000216

13.09.2009

0.38

R. K. Engineers & Contractors, Nainital

5700000212

09.09.2009

0.058

Gulf Electricals, Pune

5700000238

30.11.2009

0.22

OM Engineers, Rudrapur

5700000239

02.12.2009

0.13

Other cost such as installation etc.

0.77

6. Welding structure

1 2.60 - 2.60

Total 2.60 7. Press - 2.19 2.19 Yet to place

23

foundation order TOTAL 11.60 54.75 66.35

As on date of filing of this Draft Letter of Offer, our Company has already placed orders for plant and machinery worth Rs. 52.28 Mn out of total estimated amount of Rs. 66.35 Mn. As certified by M/s. Girish Deshmukh and Associates, Chartered Accountants vide their certificate dated March 18, 2010, our Company has already incurred Rs. 10.86 Mn towards carrying out expansion for Passenger Carrier (1 Ton) Project till February 28, 2010 through our internal accruals. B) Small Commercial Carrier (0.5 Ton) Project: The fund requirement for the capital expenditure for Small Commercial Carrier (0.5 Ton) Project is as mentioned below - Project Cost The total estimated project cost based on the estimate of our project department is about Rs. 126.53 Mn. The break-up of the estimated project cost for Small Commercial Carrier (0.5 Ton) Project is set forth below in the following table -

(Amount in Rs. Mn) Sr. No.

Machinery

Qty.

Estimated

amount to be

deployed in FY

11

Basis of Estimatio

n

Name of the Supplier

Purchase Order no.

Purchase Order Date

Amount of Purchase Order already placed

1. Presses 2 82.80 Estimates of our project department

Yet to place order

2. Scrap Conveyor

30 mtrs.

3.00 Estimates of our project department

Yet to place order

3. Dispatch pallets

60 1.56 Estimates of our project department

Yet to place order

4. In-house pallets

20 0.37 Estimates of our project department

Yet to place order

5. Utilities 6.00 Estimates of our project department

Yet to place order

24

Java Industries 5700000277

21.02.10 2.49

Gemscab Industries Ltd.

5700000272

08.02.10 0.03

Synergytech Automation Pvt Ltd.

5700000267

01.02.10 0.16

Gulf Electricals 5700000266

01.02.10 0.12

Heavy Steel Works

5700000274

13.02.10 0.07

Chawla Ispat (P) Limited

5700000265

30.01.10 0.23

Bharat Trading Corporation

5700000269

02.02.10 0.04

Shakti Steel Centre

5700000276

21.02.10 0.14

Chawla Ispat (P) Limited

5700000281

04.03.10 0.30

6. New Shed

28.80 Based on the Purchase Orders and the estimates of our project department

Remaining orders yet to place order

7. Press Foundation

4.00 Estimates of our project department

Yet to place order

Total: 126.53 As certified by M/s. Girish Deshmukh and Associates, Chartered Accountants vide their certificate dated March 18, 2010, our Company has already incurred Rs. 0.68 Mn towards carrying out expansion for Small Commercial Carrier (0.5 Ton) Project till February 28, 2010 through our internal accruals. Redemption of Preference Shares (Rs. 90.00 Millions) At the Annual General Meeting held on July 15, 2002, the shareholders of our Company had approved the proposal of issue of 12% Cumulative Redeemable Preference Shares on preferential allotment basis to Tata AutoComp Systems Ltd. (“TACO”), one of our Promoters. Our Company had allotted 12,000,000 12% Cumulative Redeemable Preference Shares of Rs. 10/- each aggregating to Rs. 120 Mn on September 27, 2002. These shares were due for redemption after 5 years from the date of allotment, however with an option to our Company to redeem the same before maturity. Out of 12,000,000 12% Cumulative Redeemable Preference Shares, 3,000,000 12% Cumulative Redeemable Preference Shares were redeemed on July 29, 2006, by exercising the option of redemption before maturity. Thereafter, the terms of redemption were duly amended from time to time with the consent of TACO (preference shareholder) to extend the due date of redemption. As per the amended terms of redemption, the redemption of 9,000,000 12% Cumulative Redeemable Preference Shares is due on June 30, 2010. Our Company intends to utilize part of the Net Proceeds of the Issue amounting to Rs. 90 Mn to redeem the abovementioned preference shares held by TACO. Therefore, out of total Net Proceeds of the Issue, an amount of Rs. 90 Mn shall be paid to TACO (one of our Promoters). Other than the above mentioned amount of Rs. 90 Mn, no part of the Net Proceeds of the Issue will be paid as consideration to any of our Promoters/Directors/Key Managerial Personnel/Associate or Group Companies.

25

General corporate purposes (Rs. [•] Mn) Our Company intends to deploy the balance Net Proceeds of the Issue, if any aggregating to Rs. [•] Mn, toward general corporate purposes, including but not restricted to meeting capital expenditure, repayment of debts and/ or any other purposes as approved by our Board of Directors. Issue Expenses (Rs. [•] Mn) The Issue related expenses include, among others, lead management fee, printing and distribution expenses, legal fees, advertisement expenses and registrar fees, depository fees and other fees. The estimated Issue expenses for this Issue are as follows -

Sr. No.

Particulars Expenses (Rs. in Mn)

% of Issue Expenses

% of Issue Size

1 Fees of the Lead Manager * [●] [●] [●] 2 Fees to Registrar to the Issue* [●] [●] [●] 3 Fees to the Legal Advisors* [●] [●] [●] 4 Fees to Auditors' for Restated Accounts

and other certifications* [●] [●] [●]

5 Commission to SCSBs for ASBA Applications*

[●] [●] [●]

6 Other Expenses (Printing and stationary, distribution and postage, advertisement and marketing expense etc.) *

[●] [●] [●]

Total Estimated Issue Expenses [●] [●] [●]* Will be incorporated at the time of filing of the Letter of Offer with the Stock Exchanges. Means of Finance Our Company intends to finance the aforesaid ‘Objects of the Issue’ using the following Means of Finances -

Sr. No. Means of Finance Amount (Rs. in Mn)

1 Proceeds of this Rights Issue [●] 2 Internal Accruals [●]

Total [●] In order to ensure timely completion of the projects as mentioned in the “Objects of the Issue”, we have and may use part of our internal accruals to temporarily finance certain capital expenditure or fund requirements planned to be met through the proceeds of this Issue. We may therefore, use the proceeds of this Issue to recoup such expenses met out of our internal accruals. If there is any surplus from the Net Proceeds of the Issue after meeting all the above mentioned objects, such surplus proceeds will be used for general corporate purposes. In case of shortfall, if any, in the Net Proceeds to the Issue to meet the Objects of the Issue, we propose to meet the same through internal accruals. In case of any variation in the actual utilization of funds earmarked for the above mentioned Objects of the Issue, increased fund deployment for a particular activity will be financed through internal accruals. We have sufficient internal accrual to utilize towards shortfall in Net Proceeds of the Issue, if any and as per the Restated Financial Statement for the 9 months ended December 31, 2009, our Reserves and Surplus stands at Rs. 305.44 Mn. We confirm that firm arrangements of finance through verifiable means towards 75% of the stated means of finance, excluding the amount to be raised through this proposed Rights Issue, have been made.

26

Appraisal Our funding requirements and the deployment of the Net Proceeds of the Issue are based on management estimates and have not been appraised by any bank or financial institution or any other independent third party. Schedule of Implementation Our existing Pantnagar Plant already has sufficient land, factory shed and other infrastructure including power, water, furniture and fixture and other utilities to carry out the proposed expansion. Hence, the schedule of implementation is proposed only for the purchase and installation of Plant & Machineries. The following are the details of expected implementation schedule for the expansion at our Pantnagar Plant at Uttarakhand – A) Passenger Carrier (1 Ton) Project Sr. No.

Activities Current Status Expected Month of Completion

1 Placement of Order for Plant & Machinery

Orders already placed for main machineries

Purchase Orders for remaining machineries are expected to be placed by April 2010

2 Delivery & Erection of Machineries

Yet to Commence June 2010

3 Trial Run Yet to Commence July 2010 4 Commercial Production Yet to Commence September 2010

B) Small Commercial Carrier (0.5 Ton) Project Sr. No.

Activities Current Status Expected Month of Completion

1 Start of Weldshop Construction Some of the orders are placed

April 2010

2 Release of Order for Presses Under negotiation April 2010 3 Completion of Weldshop Construction Yet to Commence April 2010 4 Start of Press Shop Construction Yet to Commence May 2010 5 Receipt of Two Presses Yet to Commence October 2010 6 Completion of Press shop Construction Yet to Commence October 2010 7 Commissioning of Two Presses Yet to Commence October 2010 8 Start of Production Yet to Commence November 2010

Deployment of Funds As certified by M/s. Girish Deshmukh and Associates, Chartered Accountant vide their certificate dated March 18, 2010, we have already incurred Rs. 13.86 Mn for the above mentioned Objects of the Issue till February 28, 2010. The details of the same are as under -

(Rs. in Mn) Sr. No.

Objects of the Issue Funds Deployed till February 18, 2010

1 Capital Expenditure incurred for Passenger Carrier (1 Ton) Project 1.86 2 Capital Expenditure incurred for Small Commercial Carrier (0.5 Ton)

Project 0.68

3 Advances paid to machinery suppliers for Passenger Carrier (1 Ton) Project

9.00

4 Issue Related Expenses 2.32 Total 13.86

27

The above funds have been deployed from our internal accruals. Utilization of Issue Proceeds The year-wise break up of the expenditure proposed to be incurred is as follows -

(Rs. in Mn) Sr. No.

Objects of the Issue Expenditure incurred till

February 28,, 2010

Expenditure proposed to be incurred from March

1, 2010 to March 31,

2010

Expenditure proposed to be incurred in FY 2011

Total

1 Capital Expenditure at Pantnagar Plant* 11.54 [●] [●] 192.88 2 Redemption of Preference Shares - - 90.00 90.00 3 General corporate purpose* - - [●] [●] 4 Issue related expenses* 2.32 [●] [●] [●] Total* 13.86 [●] [●] [●]

* Will be incorporated at the time of filing of the Letter of Offer with the Stock Exchanges. Interim Use of Proceeds of the Issue Pending utilization for the purposes described above, our Company intends to invest the Net Proceeds of issue in quality interest bearing liquid instruments including money market mutual funds and deposits with banks, for the necessary duration. Such investments would be in accordance with investment policies approved by our Board of Directors from time to time. We confirm that pending utilization of the Net Proceeds of the Issue; we shall not use the Net Proceeds of the Issue for investments in the equity markets. Bridge Loan We have not raised any bridge loan from any bank or financial institution for any amount as on the date of filing this Draft Letter of Offer, which are proposed to be repaid from the Net Proceeds of the Issue. Monitoring Utilization of Funds Since this Rights Issue is less than Rs. 5,000 Mn, therefore, there is no regulatory requirement of appointing a monitoring agency to monitor the utilization of the Net Proceeds of the Issue. We shall disclose the utilization of the Net Proceeds of the Issue, including interim use, under a separate head in the annual report till such time the Net Proceeds of the Issue have been utilized, clearly specifying the purpose for which such proceeds have been utilized. We shall also, in the annual report for the applicable fiscal periods, provide details, if any, in relation to all such Net Proceeds of the Issue that have not been utilized, thereby also indicating investments, if any, of such unutilized Net Proceeds of the Issue. Our Board of Directors, through the Audit Committee, will monitor the utilization of the Net Proceeds of the Issue. Pursuant to clause 49 of the Listing Agreements, we shall on a quarterly basis disclose to the Audit Committee the uses and applications of the Net Proceeds of the Issue. On an annual basis, we shall prepare a statement of funds utilized for purposes other than those stated in this Draft Letter of Offer and place it before the Audit Committee. Such disclosure shall be made only until such time that all the Net Proceeds of the Issue have been utilized in full. The statement shall be certified by the statutory auditors of our Company. In terms of clause 43A of the Listing Agreement, we shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating material deviations, if any, in the use of Net Proceeds of the Issue from the Objects of the Issue stated in this Draft Letter of Offer. Further, this information shall be furnished to the stock exchanges along with the interim or annual financial results submitted under clause 41 of the Listing Agreements and shall be published in the newspapers simultaneously with the interim or annual financial results, after placing it before the Audit Committee in terms of clause 49 of the Listing Agreements.

28

BASIC TERMS OF THE ISSUE For the details, please refer to “Issue Related Information” beginning on page no. 199 of this Draft Letter of Offer.

29

BASIS FOR ISSUE PRICE The Issue Price has been determined by our Board of Directors in their meeting held on [●]. Investors should also refer to “Risk Factors” and “Auditor’s Report” beginning on pages no. x and 120 respectively, of this Draft Letter of Offer to get a more informed view before making any investment decision. The Face Value of the Equity Shares is Rs. 10 and the Issue Price of Rs. [●] is [●] times the Face Value. Qualitative Factors We believe that following are some of the qualitative factors, which need to be considered for determining the basis of Issue Price - • The TATA Brand Value

Our Company, being a member of the TATA Group, holds a respectable position in the market. The brand name has benefited us in various ways including in building & growing our relationship with Gestamp and in building a strong customer & supplier base. Our association with the TATA Group invokes confidence on us in terms of value systems as compared to the unorganized players in the sheet metal industry. We believe that it gives us a competitive advantage over our competitors.

• Proximity to Customers

Two of our major plants are located in the automotive hub at Pune, which in-turn helps us to bring down our logistics cost, hence making us more competitive in pricing. Moreover, Pune region, specifically Chakan is growing fast with the number of automotive OEMs in the region increasing day-by-day.

• Quality Certifications

All of our manufacturing facilities are certified under TS 16949. Further, manufacturing facilities at Bhosari and Chakan are also ISO 14001 certified. Our Company has also been implementing the Tata Business Excellence Model (modeled on the Malcolm Baldrige National Quality Award) to attain excellence in operations.

• Technical expertise & support from Gestamp

Gestamp has presence in around 18 countries in Europe, America and Asia. It has around 57 industrial plants and 13 R&D centres worldwide. Gestamp, being one of our Promoters, provides us support on the technology front and makes it possible for us to quickly adopt new technologies. Gestamp also supports us in implementation and usage of new technologies by providing required training to our employees. With many of the leading automotive companies planning to set up or expand operations in India, our Company is poised to leverage on Gestamp’s global relationships and technical expertise in order to emerge as a leading supplier to OEMs’ Indian operations.

• Track record for payment of dividend for last 5 years

Our Company has a stable track record of paying dividend to our shareholders continuously for 5 years, even in times when the automotive industry was not performing well.

Quantitative Factors Information presented in this section is derived from the Audited Restated Financial Statements included in this Draft Letter of Offer starting from page no. 120.

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Some of the quantitative factors, which form the basis for computing the price, are as follows - 1. Basic and Diluted Earnings per Share (EPS)

For the Period Ended Basic and Diluted EPS (Rs.) Weight March 31, 2009 (4.50) 3 March 31, 2008 3.81 2 March 31, 2007 9.47 1 Weighted Average 0.60 2. Price Earning Ratio (P/E) in relation to the Issue Price of Rs. [●] per share a) P/E based on Basic and Diluted EPS for the year ended March 31, 2009 is [●] times b) Industry P/E* i. Highest: 105.2 ii. Lowest: 5.9 iii. Industry Composite: 21.3 * Since there is no separate industry classification for the Sheet Metal Components segment, industry data has been based on the broader Auto Ancillaries industry. (Source: Capital Market, Vol. XXIV/03, April 05 – 18, 2010 (Industry: Auto Ancillaries)) 3. Return on Networth (RoNW)

For the Period Ended RoNW (%) Weight March 31, 2009 (11.72) 3 March 31, 2008 8.76 2 March 31, 2007 22.86 1 Weighted Average 0.87 4. Minimum Return on total Net Worth after Issue needed to maintain Pre-Issue Basic and Diluted EPS

for the year ended March 31, 2009 is [●] 5. Net Asset Value NAV as at March 31, 2009 is Rs. 38.40 per Equity Share and as at December 31, 2009 is Rs. 39.95. Issue price: Rs. [●] per Equity Share NAV after the Issue: Rs. [●] per Equity Share 6. Comparison with other listed companies As there are no direct comparable companies for our Company, we have taken into consideration some of the companies comparable in the category titled “Auto Ancillaries”

Company

Year ended

Sales (Rs. Mn)

FV (Rs.)

EPS (Rs.) P/E RoNW

(%)

Book Value per

share (Rs.)

Automotive Stampings and Assemblies Limited

31.03.09 3,456 10 (4.50) [●] (11.72) 38.40

31

Company

Year ended

Sales (Rs. Mn)

FV (Rs.)

EPS (Rs.) P/E RoNW

(%)

Book Value per

share (Rs.)

Peer Group Autoline Industries 31.03.09 2,341 10 3.7 18.3 2.9 144.2 Jay Bharat Maruti 31.03.09 6,917 5 4.6 9.2 14.6 34.6 JBM Auto 31.03.09 2,164 10 4.8 5.9 9.5 56.7 (Source: Capital Market, Vol. XXV/03, April 05 – 18, 2010 (Industry: Auto Ancillaries)) 7. Face Value of the Equity Shares The Face Value of our Equity Shares is Rs. 10. The Issue Price of Rs. [●] is [●] times the Face Value. On the basis of the above mentioned qualitative and quantitative parameters, the Lead Manager and our Company are of the opinion that the Issue Price of Rs. [●] is justified.

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STATEMENT OF TAX BENEFITS

January 22, 2010 For the kind attention of the Board of Directors Automotive Stampings and Assemblies Limited G-71/2 MIDC Industrial Area, Bhosari, Pune - 411026. We have been engaged to perform a reasonable assurance engagement on the accompanying statement of possible tax benefits available to the Company and its shareholders (the “Statement”) of Automotive Stampings and Assemblies Limited (the “Company”) as of January 22, 2010, which we have initialled for identification purposes only. Company’s Responsibility for the Statement Pursuant to the requirements of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and paragraph B of Part II of Schedule II to the Companies Act, 1956 upon the proposed issue of equity shares on Rights basis (the “Issue”), the Company is responsible for the preparation and presentation of the Statement, in accordance with provisions of the Income-tax Act, 1961 (as amended by Finance Act, 2009) and the Wealth Tax Act, 1957, presently in force in India (“Income Tax and Wealth Tax Regulations”). This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances. Auditor’s Responsibility It is our responsibility, pursuant the requirements of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and paragraph B of Part II of Schedule II to the Companies Act, 1956, to express a conclusion on the Statement, based on our work performed and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. We conducted our work in accordance with the International Standard on Assurance Engagements 3000. This standard requires that we comply with ethical requirements and plan and perform the assurance engagement to obtain reasonable assurance whether the Statement states in all material respects, the possible benefits available to the Company and its shareholders in accordance with Income Tax and Wealth Tax Regulations. A reasonable assurance engagement involves performing procedures to obtain sufficient appropriate evidence whether the Statement has been prepared and presented in accordance with the provisions of the Income Tax and Wealth Tax Regulations. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material incompliance of the Statement with the provisions of the Income Tax and Wealth Tax Regulations. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Inherent Limitation We draw attention to the fact that the Statement includes certain inherent limitations that can influence the reliability of the information. Several of the benefits mentioned in the accompanying statement are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the tax laws.

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Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which may or may not be fulfilled. The benefits discussed in the accompanying statement are not exhaustive. We are informed that the accompanying statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the Issue. Conclusion In our opinion, the Statement presents, in all material respects, the possible benefits available as of January 22, 2010 to the Company and its shareholders in accordance with the Income Tax and Wealth Tax Regulations. However, owing to the inherent limitations that can influence the reliability of the information in the Statement, as described in the preceding paragraphs, we are unable to express any opinion or provide any assurance as to whether:

(i) The Company or its shareholders will continue to obtain the benefits per the Statement in future; or (ii) The conditions prescribed for availing the benefits per the Statement have been/ would be met with.

Further, we give no assurance that the Revenue authorities/ courts will concur with our views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. Restriction on Use and Distribution This report has been prepared at the request of the Company solely for the purpose of assisting the Company to which it is addressed, in discharging its responsibilities under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and paragraph B of Part II of Schedule II to the Companies Act, 1956, with respect to the Issue, and should not be used for any other purpose. This report is not intended to be, and should not be distributed to or used for any other purpose without our consent. We do not accept or assume any liability or duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Jeetendra Mirchandani

Partner Membership No.F-48125

For and on behalf of Price Waterhouse Chartered Accountants

Muttha Towers, 5th Floor, Suite No. 8, Airport Road, Yerwada, Pune - 411006

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STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO AUTOMOTIVE STAMPINGS AND ASSEMBLIES LIMITED (‘ASAL’ OR ‘THE COMPANY’) AND IT’S SHAREHOLDERS I. General tax benefits to the company

A. Under the Income-tax Act, 1961 (‘the Act’)

Subject to the fulfillment of conditions prescribed under the sections mentioned hereunder, the Company will be eligible, inter-alia, for the following specified exemptions/ deductions/benefits in respect of its total income-

1. Deductions/exemptions/benefits available while computing business income 1.1. Subject to the compliance with the conditions laid down in section 32 of the Act, the Company will be

entitled to an accelerated/additional depreciation in respect of the following:

• Energy saving devices will be entitled for higher depreciation at the rate of 80% on written down value as per Appendix I of Income-tax Rules, 1962; and

• In respect of any new machinery or plant which has been acquired and installed after 31 March

2005 by the Company, additional depreciation of 20% (where asset held for more than 180 days)/10% (where asset held for less than 180 days) of the actual cost of such machinery or plant.

1.2. In accordance with and subject to the provisions of section 35(1)(i) and (iv), the Company would be

entitled to deduction in respect of revenue or capital expenditure incurred (other than expenditure on the acquisition of land), laid out or expended on scientific research related to the business. Subject to conditions as specified, the Company is also entitled to a weighted deduction to the extent of one and one-fourth times of the sum paid to a scientific research association which has as its objects the undertaking of scientific research or to any approved university, college or other institution to be used for scientific research or for research in social science or statistical research, in accordance with section 35(1)(ii) and (iii). Furthermore, in accordance with section 35(2AB) and subject to compliance of the conditions, the Company will be entitled to a deduction of a sum equal to one and one-half times of the expenditure incurred on in-house scientific research and development facility as approved by the prescribed authority.

2. Deductions/exemptions/benefits available while computing capital gains

2.1. Under section 10(38) of the Act, the Company will be entitled to an exemption from tax in respect of long-term capital gains arising out of sale of equity shares or units of equity oriented fund (shares/units would be considered as a long term capital asset provided they are held for a period exceeding 12 months) provided that the transaction of sale of such equity shares or units is chargeable to Securities Transaction Tax (“STT”). However, such income shall be taken into account while computing the book profits under section 115JB.

2.2. Also, as per section 111A of the Act, short-term capital gains on sale of equity shares or units of an equity oriented fund, where the transaction of such sales is subject to STT shall be chargeable to income-tax at a concessional rate of 15% (plus applicable surcharge and education cess).

2.3. Under section 112 of the Act and other relevant provisions of the Act, long term capital gains arising on transfer of listed securities/units or zero coupon bond (shares/units would be considered as a long term capital asset provided they are held for a period exceeding 12 months), shall be taxed at a rate of 20% (plus applicable surcharge and education cess) after indexation as provided in the second proviso to

35

section 48 or at 10% (plus applicable surcharge and education cess) (without indexation), at the option of the Company.

2.4. According to the provisions of section 54EC of the Act and subject to the conditions specified therein, long-term capital gains not exempt under section 10(38) can be claimed as exempt from tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of the capital gains is so reinvested, the exemption shall be allowed proportionately. However, it is also provided under section 54EC that investments made on or after 1st April 2007 in the said bonds should not exceed Indian rupees five million during any financial year. Further, it may be noted that if the said bonds are transferred or converted into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the bonds are transferred or converted into money.

3. Deductions/exemptions/benefits available while computing income from other sources

3.1. Under section 10(34) of the Act, the Company will be eligible for an exemption in respect of income by

way of dividend (interim or final) referred to in section 115-O of the Act, received from a domestic company.

3.2. In accordance with and subject to the conditions of provisions of section 10(35) of the Act, the

Company will be eligible for an exemption in respect of the following income: • Income received from units of mutual funds specified under section 10(23D) of the Act,; • Income received in respect of units from the Administrator of specified undertaking; and • Income received in respect of units from the specified company.

4. Other deductions/exemptions/benefits

4.1. Subject to the conditions of section 32(2) read with section 72(2), the Company will be entitled to set-

off brought forward unabsorbed depreciation as per the return of income for AY 2009-10 against income in subsequent years.

4.2. In accordance with and subject to the conditions of section 80G of the Act, the Company will be entitled for a deduction of a qualifying amount in respect of specified donations.

4.3. In accordance with and subject to the conditions prescribed, the Company will be eligible for deduction

under section 80-IC of the Act in respect of its undertaking located at Pantnagar, Uttarakhand. As per section 80-IC, the eligible amount of deduction is 100% in respect of profits and gains derived from such undertaking for a period of first five assessment years and 30% in respects of profits and gains derived from such undertaking for next 5 years.

4.4. Under section 115JAA (1A) of the Act, tax credit will be allowed of any tax paid under section 115JB of the Act (‘Minimum Alternate Tax’ or ‘MAT’). Credit eligible for carry forward is the difference between MAT and the tax computed as per the normal provisions of the Act. Such tax credit shall not be available for set-off beyond 10 years succeeding the year in which the tax credit becomes available. The Company shall be eligible to set-off the tax credit only to the extent of the difference between the tax payable under the normal provisions of the Act and MAT in that year.

4.5. In accordance with the provisions of section 90 of the Act, the Company may choose to apply the

provisions of Act or the provisions of tax treaty entered into by India with other foreign countries, whichever are more beneficial. Also, in accordance with the provisions of Act and treaty, the Company can claim foreign tax credit in India in respect of doubly taxed income (i.e. where taxes are paid on same income in India as well as outside India).

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II. General tax benefits to THE SHAREHOLDERS A. Under the Act 1. To all shareholders

1.1. Under section 10(34) of the Act, the shareholders will be eligible for an exemption in respect of income

by way of dividend (interim or final) referred to in section 115-O of the Act, received on shares from a domestic company.

1.2. Under section 10(38) of the Act, long-term capital gains arising out of sale of equity shares or units of equity oriented fund (shares/units would be considered as a long term capital asset provided they are held for a period exceeding 12 months) are exempt provided that the transaction of sale of such equity shares or units is chargeable to STT. However, such income shall be taken into account while computing the book profits under section 115JB.

1.3. Also, as per section 111A of the Act, short-term capital gains on sale of equity shares or units of an equity oriented fund, where the transaction of such sales is subject to STT shall be chargeable to income-tax at a concessional rate of 15% (plus applicable surcharge and education cess).

2. To resident shareholders

In addition to the tax benefits specified in para 1 above, following are the exemptions/deductions available to the resident shareholder:

2.1. Under section 112 of the Act and other relevant provisions of the Act, long term capital gains arising on transfer of listed securities/units or zero coupon bond (shares/units would be considered as a long term capital asset provided they are held for a period exceeding 12 months), shall be taxed at a rate of 20% (plus applicable surcharge and education cess) after indexation as provided in the second proviso to section 48 or at 10% (plus applicable surcharge and education cess) without indexation, at the option of the shareholders.

2.2. According to the provisions of section 54EC of the Act and subject to the conditions specified therein, long-term capital gains not exempt under section 10(38) can be claimed as exempt from tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of the capital gains is so reinvested, the exemption shall be allowed proportionately. However, it is also provided under section 54EC that investments made on or after 1st April 2007 in the said bonds should not exceed Indian rupees five million during any financial year. Further, it may be noted that if the said bonds are transferred or converted into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the bonds are transferred or converted into money.

2.3. Under section 54F of the Act and subject to the conditions specified therein, long term capital gains arising to an individual or Hindu Undivided Family (HUF) on transfer of shares of the Company will be exempt from capital gain tax, if the net consideration from such shares is used for purchase of residential house property within a period of one year before or two years after the date on which the transfer took place or for construction of residential house property within a period of three years after the date of transfer.

3. To non-resident shareholders (other than Foreign Institutional Investors and Foreign Venture Capital Investors)

In addition to the tax benefits specified in para 1 above following are the exemptions/deductions available to the non-resident shareholder:

37

3.1. A non-resident Indian (i.e. an individual being a citizen of India or person of Indian origin) has an option of being governed by the provisions of Chapter XII-A of the Act, which inter-alia entitles them to the following benefits in respect of income from shares of an Indian company acquired, purchased or subscribed in convertible foreign exchange. a) According to the provisions of section115D read with section 115E of the Act and subject to the

conditions specified therein, long-term capital gains arising on transfer of shares in an Indian company not exempt under section 10(38), will be subject to income-tax at the rate of 10% (plus applicable surcharge and education cess) without indexation benefit.

b) According to the provisions of section 115F of the Act and subject to the conditions specified

therein, gains arising on transfer of a long-term capital asset being shares in an Indian company (shares would be considered as a long term capital asset provided they are held for a period exceeding 12 months) shall not be chargeable to tax if the entire net consideration received on such transfer is invested within the prescribed period of six months in any specified asset or specified savings certificates. If part of such net consideration is invested within the prescribed period of six months in any specified asset or specified savings certificate, the exemption will be allowed on a proportionate basis. The amount so exempted shall be chargeable to tax subsequently, if the specified assets or any such savings certificates are transferred or converted into money within three years from the date of their acquisition.

c) As per the provisions of section 115G of the Act, non-resident Indians are not

obliged to file a return of income under section 139(1) of the Act, if their source of income is only investment income and/or long-term capital gains defined in section 115C of the Act, provided income-tax has been deducted at source from such income as per the provisions of chapter XVII-B of the Act.

d) As per the provisions of section 115-I of the Act, a non-resident Indian may elect not to be governed by the provisions of Chapter XII-A for any assessment year by furnishing his return of income for that assessment year under section 139 of the Act, declaring therein that the provisions of Chapter XII-A shall not apply to him for that assessment year and accordingly his total income for that assessment year will be computed in accordance with the other provisions of the Act.

3.2. Under the first proviso to section 48 of the Act, in case of a non-resident, in computing the capital gains

arising from transfer of shares of the Company acquired in convertible foreign exchange (as per exchange control regulations) protection is provided from fluctuations in the value of rupee in terms of foreign currency in which the original investment was made. However, cost indexation benefit will not be available in such a case while computing the capital gain.

3.3. Under section 112 of the Act and other relevant provisions of the Act, long term capital gains arising on transfer of listed securities/units or zero coupon bond (shares/units would be considered as a long term capital asset provided they are held for a period exceeding 12 months), shall be taxed at a rate of 20% (plus applicable surcharge and education cess) after indexation as provided in the second proviso to section 48 or at 10% (plus applicable surcharge and education cess) without indexation, at the option of the shareholders.

3.4. According to the provisions of section 54EC of the Act and subject to the conditions specified therein, long-term capital gains not exempt under section 10(38) can be claimed as exempt from tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of the capital gains is so reinvested, the exemption shall be allowed proportionately. However, it is also provided under section 54EC that investments made on or after 1st April 2007 in the said bonds should not exceed Indian rupees five million during any financial year. Further, it may be noted that if the said bonds are transferred or converted into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long-term capital gains in the year in which the bonds are transferred or converted into money.

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3.5. Under section 54F of the Act and subject to the conditions specified therein, long term capital gains

arising to an individual or HUF on transfer of shares of the Company will be exempt from capital gain tax, if the net consideration from such shares is used for purchase of residential house property within a period of one year before or two years after the date on which the transfer took place or for construction of residential house property within a period of three years after the date of transfer.

3.6. In accordance with the provisions of section 90 of the Act, the non resident shareholders will be entitled to choose the provisions of the Act or the provisions of tax treaty entered into by India with other foreign countries, whichever are more beneficial, while deciding taxability in India.

4. To mutual funds

In addition to the tax benefits specified in para 1 above, following are the exemptions/deductions available to mutual funds:

4.1. In terms of section 10(23D) of the Act, mutual funds registered under the Securities and Exchange Board of India Act 1992 and such other mutual funds set up by public sector banks or public financial institutions authorized by the Reserve Bank of India and subject to the conditions specified therein, are eligible for exemption from income tax on their entire income, including income from investment in the shares of the Company.

5. To foreign institutional investors (‘FII’)

In addition to the tax benefits specified in para 1 above, following are the exemptions/deductions available to FII:

5.1. The income by way of short-term capital gains or long-term capital gains [not exempt under section

10(38) of the Act] realized by FIIs on sale of such securities of the Company would be taxed at the following rates as per section 115AD of the Act-

• Short-term capital gains, other than those referred to under section 111A of the Act shall be taxed

@ 30% (plus applicable surcharge and education cess). • Short-term capital gains, referred to under section 111A of the Act shall be taxed @ 15% (plus

applicable surcharge and education cess).

• Long-term capital gains shall be taxed @10% (plus applicable surcharge and education cess) without any cost indexation.

5.2. According to provisions of section 54EC of the Act and subject to the condition specified therein, long-

term capital gains not exempt under section 10(38) shall not be chargeable to tax to the extent such capital gains are invested in certain notified bond within six months from the date of transfer. If only part of the capital gain if so reinvested, the exemption shall be allowed proportionately. It is also provided under section 54EC that investments made on or after 1st April 2007 in the said bonds should not exceed Indian rupees five million rupees. However, if the assessee transfers or converts the notified bonds into money within a period of three years from the date of their acquisition, the amount of capital gains tax- exempt earlier would become chargeable to tax as long-term capital gains in the year in which the bonds are transferred or converted into money.

5.3. In accordance with the provisions of section 90 of the Act, FIIs being non residents will be entitled to choose the provisions of Act or the provisions of tax treaty entered into by India with other foreign countries, whichever are more beneficial, while deciding taxability in India.

6. To venture capital companies/funds

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6.1. As per section 10(23FB) of the Act, any income of a venture capital company/fund from investment in a venture capital undertaking is eligible for exemption from income tax.

B. Under the Wealth Tax Act, 1957

Shares of the Company held by the shareholder will not be treated as an asset within the meaning of section 2(ea) of Wealth Tax Act, 1957

Notes: 1. All the above benefits are as per the current tax law as amended by the Finance Act, 2009 and will be

available only to the sole/ first named holder in case the shares are held by the joint holders.

2. The current Act is proposed to be replaced by the New Direct Tax Code with effect from April 1, 2011. The tax implications on account of provisions of the draft New Direct Tax Code have not been examined by us.

3. In respect of non-residents, the tax rates and the consequent taxation mentioned above will be further subject

to any benefits available under the relevant Double Taxation Avoidance Agreement (DTAA), if any, between India and the country in which the non-resident has fiscal domicile.

4. In view of the individual nature of tax consequences, each investor is advised to consult his/ her own tax

advisor with respect to specific tax consequences of his/her participation in the issue. 5. The above statement of Tax Benefits sets out the provisions of law in a summary manner only and is not a

complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares.

6. No assurance is given that the Revenue authorities/ courts will concur with the views expressed herein. Our

views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes.

Date: January 22, 2010 Place: Pune

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SECTION IV: ABOUT US

INDUSTRY OVERVIEW The Industry information presented in this section has been extracted from various publicly available sources. This information has not been verified by our Company, the Lead Manager or any other person connected with the Issue. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and accordingly, investment decisions should not be based on such information. The information may not be consistent with other information compiled by third parties within or outside India. The Industry in which our Company Operates Our Company operates in Sheet Metal Components, Assemblies and Sub-assemblies segment of the Auto Component Industry. Our Company manufactures a range of sheet metal components and assemblies for the automotive industry. We are a Tier I auto components supplier (auto component companies that supply directly to the OEMs). Since our Company’s existing products are categorized as “Automobile Components” and are supplied to the Automotive Sector, our operations are fully dependent on the Automobile sector. Hence, we give below information on the “Automobile Industry” and the “Automobile Components Industry”. THE INDIAN ECONOMY Indian economy has been witnessing a phenomenal growth since the last decade. The growth in manufacturing, electricity and construction sectors decelerated to 2.4, 3.4 and 7.2 per cent respectively during 2008-09 from 8.2, 5.3 and 10.1 per cent respectively in 2007-08. The slowdown in manufacturing could be attributed to the combined impact of a fall in exports followed by a decline in domestic demand, especially in the second half of the year. The rise in the cost of inputs during the beginning of the year and the cost of credit (through most of the year) reduced manufacturing margins and profitability. The growth in production sectors, especially manufacturing, was adversely affected by the impact of the global recession and associated factors. (Source: Economic Survey 2008-09 Chapter 1 ‘State of the Economy’, page 2) THE INDIAN AUTOMOBILE SECTOR Automotive Industry globally is one of the largest industries and is a key driver of economy. A sound transportation system plays a pivotal role in the country’s rapid economic and industrial development. The well- developed Indian automotive industry of India ably fulfils this catalytic role by producing a wide variety of vehicles such as passenger cars, light, medium and heavy commercial vehicles, multi- utility vehicles, scooters, motor-cycles, mopeds, three wheelers, etc. The automotive industry comprising of the automobile and the auto component sectors, has made rapid strides since the de-licensing and opening up of the sector to FDI in 1991. The automotive industry has already attained a turnover of Rs. 2,02,000 crore. The industry provides direct and indirect employment to over 1.31 crore people. The industry is also making a contribution of 17% to the kitty of indirect taxes of the Government. (Source: Annual Report 2008-09, Ministry of Heavy Industries and Public Enterprises, Government of India) Today India is the world’s second largest manufacturer of two wheelers and fifth largest manufacturer of commercial vehicles. It manufactures largest number of tractors in the world and is the fourth largest passenger car market in Asia. World’s largest manufacturer of two wheelers is located in India. The industry has been able to restructure itself, absorb newer technology, align itself to the global development to achieve overall industrial growth in the country. However, since 2006-07 the industry is witnessing decline in sales, both in domestic market and exports. Factors like reduced availability of finance, high interest rates, depreciating dollar, rising commodity prices, etc. are all responsible for this showdown but availability of finance is the most important factor.

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(Source: Annual Report 2008-09, Ministry of Heavy Industries and Public Enterprises, Government of India) Industry Composition Passenger cars and utility vehicles are the main segments of the Indian passenger vehicle industry with the former accounting for around 80% the total volumes. Within the passenger car segment, the mini and compact segment together accounts for around 80% of total volumes. Over the last 5-6 years the compact car segment in particular has been the focus for most OEMs, leading to a large number of product introductions and the segment has outperformed the rest of the industry in terms of growth. (Source: Report on “Indian Passenger Vehicle Industry”, January 2010, ICRA Ltd.) Domestic Sales In spite of global economic slowdown, there was a marginal increase in the number of vehicles sold in 2008-09 as compared to 2007-08. Total number of vehicles sold including passenger vehicles, commercial vehicles, two-wheelers and three-wheelers in 2008-09 was 9.72 million as compared to 9.65 million in 2007-08. (Source: Indian Brand Equity Foundation (IBEF), public-private partnership between the Ministry of Commerce and Industry, Government of India, and the Confederation of Indian Industry) (http://ibef.org/industry/automobiles.aspx) The details of domestic sales of automobiles since 2002-03 are shown in the following table: Category 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 Passenger Vehicles 902,096 1,061,572 1,143,076 1,379,979 1,549,882 1,551,880 Commercial Vehicles 260,114 318,430 351,041 467,765 490,494 384,122 Three Wheelers 284,078 307,862 359,920 403,910 364,781 349,719 Two Wheelers 5,364,249 6,209,765 7,052,391 7,872,334 7,249,278 7,437,670 Grand Total 6,810,537 7,897,629 8,906,428 10,123,988 9,654,435 9,723,391

(Source: Society of Indian Automobile Manufacturers (SIAM)) (http://www.siamindia.com/scripts/domestic-sales-trend.aspx) Export According to SIAM, automobile sales (including passenger vehicles, commercial vehicles, two-wheelers and three-wheelers) in the overseas markets increased to 1.53 million units in 2008-09 from 1.23 million units in 2007-08. Export of passenger vehicles increased from 218,401 in 2007-08 to 335,739 units in 2008-09. Moreover, growth continued during the first half of the current year. India exported a total of 230,000 cars, vans, SUVs and trucks between January and July 2009, posting a growth of 18 per cent. (Source: Indian Brand Equity Foundation (IBEF), public-private partnership between the Ministry of Commerce and Industry, Government of India, and the Confederation of Indian Industry) (http://ibef.org/artdispview.aspx?in=4&art_id=24902&cat_id=114&page=2) Category 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 Passenger Vehicles 129,291 166,402 175,572 198,452 218,401 335,739 Commercial Vehicles 17,432 29,940 40,600 49,537 58,994 42,673 Three Wheelers 68,144 66,795 76,881 143,896 141,225 148,074 Two Wheelers 265,052 366,407 513,169 619,644 819,713 1,004,174 Grand Total 479,919 629,544 806,222 1,011,529 1,238,333 1,530,660

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(Source: Society of Indian Automobile Manufacturers (SIAM) (http://www.siamindia.com/scripts/export-trend.aspx) India is gradually emerging as a hub for small car exports Despite the economic downturn across the globe, the exports of passenger vehicles from Indian shores grew by a strong 53.7% in 2008-09, largely driven by the strong growth in the small car (compact) segment. During 2008-09, OEMs based out of India exported nearly 0.34 million passenger vehicles, of which 91% were small cars. India’s large domestic market for the small car segment provides the necessary scale and business environment for investing in the segment. Gradually, the evolving in-house R&D skills, ability to develop vendors to supply high quality auto components, export-specific products and cost competitive manufacturing capabilities are the key reasons that have allowed OEMs to develop sizeable export volumes. With growing investments from global OEMs targeting this segment, long term potential for exports remains strong – though India needs to strengthen its logistic infrastructure in line with the global benchmarks to improve cost competitiveness for its exports. (Source: Report on “Indian Passenger Vehicle Industry”, January 2010, ICRA Ltd.) THE AUTOMOBILE COMPONENTS SECTOR IN INDIA Background The fortunes of the auto-components industry is closely linked to that of the vehicle industry. In view of the slowdown in the vehicle industry over the last two years, the growth in the component industry has also been moderate as compared to previous years. Component industry has registered a moderate turnover growth of 6% in 2008-09 over last year. Industry has achieved a sales turnover of Rs. 76,230 crores. It has grown at CAGR of 24% for last 5 years. Auto components industry has got over 500 companies in the organized sector and about 10,000 firms in the unorganized sector. In terms of International Trade, the auto-components industry continued to exhibit very high growth rates in both imports as well as exports. The overall export of the industry grew by a CAGR of 25% during the 5 years period 2004-05 to 2008-09 and has now reached the Rs. 15,000 crore mark. However, at the same time, import of auto-components grew by a much higher CAGR of 34% to touch a level of Rs. 27,500 crore in 2008-09. During the year 2008-09, import of auto-components grew at 31% which is more than five times that of the export growth rate in 2008-09. Imports, thus, are growing at a much faster pace as compared to exports and presently, India has become a net importer of auto components. The performance of the Auto Component Sector in terms of turnover, export and investment during the past 5 years is as follows: (Source: Annual Report 2008-09, Ministry of Heavy Industries and Public Enterprises, Government of India)

(Value in Rs. Crore) Indicators 2004-05 2005-06 2006-07 2007-08 2008-09 Turnover 38,500 53,400 64,500 72,000 76,320 y-o-y growth (%) 25.6 38.7 21 12 6 Exports 7,937 11,198 13,184 14,132 15,000 y-o-y growth (%) 37 41 18 7 6 Imports 9,504 12,115 15,974 20,998 27,500 y-o-y growth (%) 45 27 32 30 31 (Source: Annual Report 2008-09, Ministry of Heavy Industries and Public Enterprises, Government of India) Existing Scenario The Indian auto component industry is one of India's sunrise industries with tremendous growth prospects. From a low-key supplier providing components to the domestic market alone, the industry has emerged as one of the key auto components centres in Asia and is today seen as a significant player in the global automotive supply

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chain. India is now a supplier of a range of high-value and critical automobile components to global auto makers such as General Motors, Toyota, Ford and Volkswagen, amongst others. As per an Automotive Component Manufacturers Association of India (ACMA) report, the turnover of the auto component industry was estimated at over US$ 18 billion in 2007-08, an increase of 27.2 per cent since 2002. It is likely to touch US$ 40 billion, increasing India’s share in the global auto component market from 1 per cent to 3 per cent by 2015-16. Aided by a 7 per cent growth in the original equipment manufacturers (OEM) segment and an 8.5 per cent rise in exports and after-market segment, it is expected that auto ancillary production would grow by 8.2 per cent in 2009-10, according to a report by the Centre for Monitoring Indian Economy (CMIE). Investments in the auto component industry were estimated at US$ 7.2 billion in 2007-08 and are likely to touch US$ 20.9 billion by 2015-16. Exports of auto components grew at the rate of 35 per cent during 2002-07 and touched US$ 3.6 billion in 2007-08. It is estimated to reach around US$ 20 billion-US$ 22 billion by 2015-16. During April-January 2008-09, exports grew by 27.3 per cent to US$ 2.12 million. A majority of Indian exports are sent to Europe and North America. (Source: Indian Brand Equity Foundation (IBEF), public-private partnership between the Ministry of Commerce and Industry, Government of India, and the Confederation of Indian Industry) (http://ibef.org/artdispview.aspx?in=3&art_id=24738&cat_id=115&page=1) Foreign Investments India enjoys a cost advantage with respect to casting and forging as manufacturing costs in India are 25 to 30 per cent lower than their western counterparts. Seeing the growing popularity of India in the automotive component sector, the Investment Commission has set a target of attracting foreign investment worth US$ 5 billion for the next seven years to increase India's share in the global auto components market from the existing 0.9 per cent to 2.5 per cent by 2015. (Source: Indian Brand Equity Foundation (IBEF), public-private partnership between the Ministry of Commerce and Industry, Government of India, and the Confederation of Indian Industry) (http://ibef.org/artdispview.aspx?in=3&art_id=24738&cat_id=115&page=1) Policy Initiatives The government has taken many initiatives to promote foreign direct investment (FDI) in the industry.

• Automatic approval for foreign equity investment up to 100 per cent of manufacture of automobiles and components is permitted.

• The automobile industry has been delicensed. • There are no restraints on import of components.

The government has envisaged the Automotive Mission Plan 2016 to promote growth in the sector. It targets: • Emerging as the global favourite in the area of design and manufacture of automobiles and auto

components. • Taking the output to US$ 145 billion, accounting for more than 10 per cent of the GDP. • Offering additional employment to 25 million people by 2016.

(Source: Indian Brand Equity Foundation (IBEF), public-private partnership between the Ministry of Commerce and Industry, Government of India, and the Confederation of Indian Industry) (http://ibef.org/artdispview.aspx?in=3&art_id=24738&cat_id=115&page=2)

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FUTURE OUTLOOK With investments around US$ 15 billion slated for the sector over the next few years, the prospects for India's auto market are bright. Even though India's auto component industry has conventionally relied on exports for its profits, the domestic market itself is ripe with rapidly growing opportunities. Industry experts are hopeful that the country will be able to offset China and other Southeast Asian countries' traditional manufacturing advantage in the coming years, facilitating the industry's achievement of its targeted market value of US$ 40 billion by 2014. (Source: Indian Brand Equity Foundation (IBEF), public-private partnership between the Ministry of Commerce and Industry, Government of India, and the Confederation of Indian Industry) (http://ibef.org/artdispview.aspx?in=3&art_id=24738&cat_id=115&page=2) In order to make India a power to reckon with in the automotive sector the government launched the Automotive Mission Plan (AMP) 2006-2016. The vision of the AMP is "to emerge as the destination of choice in the world for design and manufacture of automobiles and auto components with output reaching a level of US$ 145 billion accounting for more than 10 per cent of the GDP and providing additional employment to 25 million people by 2016." As per the AMP, it is estimated that the total turnover of the automotive industry in India would be in the order of US$ 122 billion - US$ 159 billion in 2016. It is expected that in real terms, India would continue to enjoy its eminent position of being the largest tractor and three-wheeler manufacturers in the world and the world's second largest two-wheeler manufacturer. By 2016, India will emerge as the world's seventh largest car producer (as compared to the eleventh largest currently) and retain the fourth largest position in world truck manufacturing sector. Further, by 2016, the automotive sector would double its contribution to the country's GDP from current levels of five per cent to 10 per cent. (Source: Indian Brand Equity Foundation (IBEF), public-private partnership between the Ministry of Commerce and Industry, Government of India, and the Confederation of Indian Industry) (http://ibef.org/artdispview.aspx?in=4&art_id=24902&cat_id=114&page=2)

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OUR BUSINESS

OVERVIEW We are in the business of manufacturing sheet metal stampings, welded assemblies and modules for the automotive industry. We are primarily a Tier-I (auto component companies that supply directly to the OEMs) auto components supplier. Our Company was incorporated in 1990 under the name of JBM Tools Limited – promoted by the SK Arya group (“SKA”) and Haryana State Industrial & Infrastructure Development Corporation (“HSIIDC”). In 1997, the Tata Group (Tata AutoComp Systems Ltd. – TACO & Tata Industries Limited – TIL) entered into a 50:50 Joint Venture with the then promoter, SKA. In April 2002, TACO and TIL bought over SKA’s holding in our Company to increase their combined shareholding to 81.35%. The name of our Company was changed to Automotive Stampings and Assemblies Limited (“ASAL”) w.e.f. August 1, 2003. In year 2004, TIL transferred its shares (except 100 shares) to TACO, making the latter the majority shareholder. In February 2007, in order to benefit from Spanish group Gestamp’s technological expertise, a share purchase agreement dated February 13, 2007 (“Share Purchase Agreement”) was signed between TACO and Gestamp Servicios, S.L. Subsequently, in August, 2007, Gestamp Servicios, S.L. became the joint Promoter of our Company by acquiring 37.49% stake from TACO and 0.01% from public through an open offer made in terms of SEBI Takeover Code. This collaboration with Gestamp opened doors to new technologies in the auto-component industry. Based on application needs of Indian Automotive companies, our Company is ready to introduce new technologies with the help of Gestamp Servicios, S.L. to reduce automobile mass. These technologies include Cold Stampings of Ultra High Strength Steel, Remote Lazor Welding and Hot stampings. The know how to manufacture newer module assemblies like Pedal Box and Cross Car Beams is now possible in collaboration with Gestamp. On January 27, 2010, TIL has sold its balance shareholding of 100 shares in the open market. Pursuant to this sale of 100 shares, TIL has informed our Company that it has ceased to be one of the promoters of our Company. We are into the production of a wide range of sheet metal components which form about 60% of the mass of a vehicle. The outer part of the body of a vehicle is made from sheet metal pressings. Sheet metal sub-assemblies are used in the underbody of the vehicle, exhaust systems, fuel tanks, skin panels, brackets, oil sumps and structural panels. Our product mix can be broadly classified into three categories: (i) components; (ii) welded assemblies and (iii) modules/aggregates. Some of the products manufactured by us are skin panels, cabin and BIW parts, suspension parts, underbody parts, fuel tanks and oil sumps. Our products mainly cater to passenger and commercial vehicles. We also manufacture sheet metal components for tractors. Our customers are some of the prestigious vehicle manufacturers like Tata Motors Limited, General Motors India Private Limited, Fiat India Automobiles Limited, Mahindra & Mahindra Limited, Piaggio Vehicles Private Limited and John Deere Equipment Private Limited. We also export our products to Ford Motor Company Limited (UK) and Green Industrial Supply Inc., USA. Our Company has four plants located at Bhosari (Maharashtra), Chakan (Maharashtra), Halol (Gujarat) and Pantnagar (Uttarakhand). The Pantnagar plant with 17,000 MT pressing capacity is the Greenfield project which started operations in 2008-09. OUR COMPETITIVE STRENGTHS We believe that we have the following competitive strengths - • The TATA Brand Value

Our Company, being a member of the TATA Group, holds a respectable position in the market. The brand name has benefited us in various ways including in building & growing our relationship with Gestamp, and in building a strong customer & supplier base. As compared to the unorganized players in the sheet metal

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industry, our association with the TATA Group invokes confidence on us in terms of delivery reliability and value systems. We believe that it gives us a competitive advantage over our competitors.

• Proximity to Customers

Two of our major plants are located in the automotive hub at Pune, which in-turn helps us to bring down our logistics cost and increase our service level, thus making us more competitive in pricing. Moreover, Pune region, specifically Chakan is growing fast with the number of automotive OEMs like Volkswagen, Mahindra Navistar, Mercedes Benz and General Motors setting up large operations in the vicinity of Chakan.

• Quality Certifications

All of our manufacturing facilities are certified under TS 16949. Further, manufacturing facilities at Bhosari and Chakan are also ISO 14001certified. Our Company has also been implementing the Tata Business Excellence Model (modeled on the Malcolm Baldrige National Quality Award) to attain excellence in business operations.

• Technical expertise & support from Gestamp

Gestamp has presence in around 18 countries in Europe, America and Asia. It has around 57 industrial plants and 13 R&D centres worldwide. Gestamp, being one of our Promoters, provides us support on the technology front, and makes it possible for us to quickly adopt new technologies. Not only this, it also supports us in implementation and usage of that technology by providing required training to our employees. With many of the leading automotive companies planning to set up or expand operations in India, our Company is poised to leverage on Gestamp’s global relationships and technical expertise in order to emerge as a leading supplier to OEMs’ Indian operations.

• Track record for payment of dividend for last 5 years

Our Company has a stable track record of paying dividend to our shareholders continuously for 5 years, even in times when the automotive industry was not performing well.

PRODUCTION FACILITIES Our Company has four plants located at Bhosari (Maharashtra), Chakan (Maharashtra), Halol (Gujarat) and Pantnagar (Uttarakhand), the details of these production facilities are as mentioned below -

Sr. No.

Location State Established in Approx. Area (Sq. mt.)

Installed Capacity (MT per annum)

1. Bhosari Maharashtra December 1995 9,000 8,000 2. Chakan Maharashtra January 1998 1,21,500 52,820 3. Halol Gujarat February 1997 38,500 11,900 4. Pantnagar Uttarakhand May 2008 20,000 17,000

For the details of Plant & Machineries to be acquired for our proposed expansion at Pantnagar Plant at Uttrakhand, please refer to section titled “Objects of the Issue” starting from page no. 21 of this Draft Letter of Offer. The brief details about our existing plant & machineries, infrastructure facilities, main products manufactured and key customers for each of our four above mentioned plants are given as under - Bhosari Plant Facility The Bhosari plant started operations on December 25, 1995 and is spread on an area of about 9,000 sq. mts. Further details about the plant are given below -

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Machinery The key machinery in our Bhosari facility include the following -

• One 1,000 Tonnes double action press • Two 600 Tonnes single action Press • One 400 Tonnes single action press • One 250 Tonnes single action press • One Electric Overhead Traveling (“EOT”) crane ( 20/5 T) • Fuel tank welding • Seam welding machine for fuel tanks • Spot welding machine • Leak testing facility • Powder coating & Autophoretic facility • Tool Room facility for Die Maintenance • Module Assembly Line with robots • Effluent Treatment Plant (“ETP”) facility • Utilities like compressors 3 nos (500 cubic feet per minute (“cfm”) ,375 cfm and 275 cfm) and cooling

tower • One Weigh bridge • One goliath crane

Second-hand machines Out of the machines mentioned above, the second-hand machines at Bhosari facility are as given below -

• One 1000 Tonnes double action press • Two 600 Tonnes single action press • One 250 Tonnes single action press

Utilities The plant at Bhosari has been sanctioned electricity of 1.8 MW by the Maharashtra State Electricity Distribution Company Limited, Pune. We also have 2 diesel generator sets of 320 KVA & 62.5 KVA, which are utilized in case of shortage of electricity. We do not require much water for our manufacturing process. The water is mainly required for our staff and other general uses. Our process water requirements are fulfilled by water supplied by Maharashtra Industrial Development Corporation, Bhosari, Pune and from our Company’s bore-well. Products The products manufactured at Bhosari plant are mainly -

• Oil sumps • Fuel tanks • Body-in-White (BIW) parts • Assemblies • Sub-assemblies • Cabin parts for three-wheelers • Lower links of rear body and Rear Twist Beam • Sub-frame Higher End Assemblies

Capacity & Capacity utilization We have planned to increase the module assembly activity in the Bhosari Plant for the purpose of getting new

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business for Vehicle Under Body Components like the Rear Twist Beam and Sub-frame Higher End Assemblies. For this purpose, the current stamping activity at Bhosari is planned to be shifted to Chakan where the adequate space is available in the existing plant. The installed capacity and capacity utilizations of the Bhosari plant for past and projected three Fiscal Years is given below -

Fiscal Year Installed Capacity (MT) Avg. Capacity Utilization (%) FY07 8000 65% FY08 8000 70% FY09 8000 70% FY10E 8000 75% FY11E 8000 80% FY12E 8000 85%

Customers Major Customers supported by Bhosari plant are as given below -

• Piaggio Vehicles Pvt. Limited • Tata Motors Limited • Tata Toyo Radiator Limited • Ford Motor Company

Chakan Plant Facility The Chakan plant started operations on January 24, 1998 and is spread on an area of around 30 acres. Further details about the plant are given below - Machinery The key machineries of the Chakan facility include the following –

• One 1,500 Tonnes double action press • One 1,250 tonnes single action press • One 1,000 tonnes hydraulic press • Four 800 tonnes single action presses • Three 600 tonnes single action presses • Four 630 tonnes single action presses • One 500 tonnes single action press • Three 400 tonnes single action presses • One 315 tonnes single action press • CO2 welding machine • Spot welding (manual) • Projection welding facility • Tool Room facility for Die Maintenance with 100 T spotting press and CMM Room • One shearing machine • 4 EOT cranes (30/7.5T) and 1 EOT crane (5 t) and 8 nos robots • Sewrage Treatment Plant (“STP”) facility • Utilities like compressor, cooling tower and one weigh bridge. • Robotic Welding assembly line for RTB and Sub-Frame

Second-hand machines

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Out of the machines mentioned above, the second-hand machines at Chakan facility are as given below -

• One 1500 Tonnes double action press • Two 800 Tonnes single action press • Two 630 Tonnes single action press • One 315 Tonnes single action press • One 500 Tonnes single action press

Utilities The plant at Chakan has been sanctioned electricity of 6.8 MW by the Maharashtra State Electricity Distribution Company Limited, Pune. We also have 3 diesel generator sets of 1250 KVA, 1000 KVA & 62.5 KVA, which are utilized in case of shortage of electricity. Our process water requirement is mainly sourced from our Company’s two bore-wells. The same water after reverse osmosis treatment is used for our staff and other general uses. Products The products manufactured at Chakan plant are mainly -

• BIW parts • Assemblies • Sub-assemblies • Components • Skin panels • Engine brackets • Suspension brackets • Steering yoke assemblies • Twist beam • Sub frames

Capacity & Capacity utilization The installed capacity and capacity utilizations of the Chakan plant for past and projected three Fiscal Years is given below - Fiscal Year Installed Capacity (MT) Avg. Capacity Utilization (%)FY07 41,620 70% FY08 52,820 72% FY09 52,820 73% FY10E 52,820 75% FY11E 56,820 75% FY12E 60,820 75% Customers Major Customers supported by Chakan plant are as given below -

• Fiat India Automobiles Limited • John Deere Equipment Pvt. Limited • General Motors India Pvt. Limited • Tata Motors Limited • Mahindra & Mahindra Limited

Halol Plant Facility

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The Halol plant started operations on February 12, 1997 and is spread on an area of around 9.50 acres. Further details about the plant are given below - Machinery The key machinery of the Halol facility include the following -

• One 1,000 Tonnes single action press • Two 600 Tonnes single action presses • One 400 Tonnes single action press • One 250 Tonnes single action press • Two 120 Tonnes single action presses • One shearing machine and one EOT crane (20/5 Tonne) • Machining facility for Clutch Covers • Tool Room facility for Die Maintenance

Second-hand machines Out of the machines mentioned above, the second-hand machines at Halol facility are as given below –

• One 1000 Tonne single action press • Two 600 Tonne single action press • One 400 Tonne single action press • One 250 Tonne single action press • Two 120 Tonne single action press

Utilities The plant at Halol has been sanctioned electricity of 0.30 MW by Madhya Gujarat Veej Company Limited (“MGVCL”). We do not require much water for our manufacturing process. Our process water requirements are fulfilled from our Company’s bore-well. Products The products manufactured at Halol plant are mainly -

• BIW parts • Assemblies • Sub-assemblies • Components • Skin panels

Capacity & Capacity utilization The installed capacity and capacity utilizations of the Halol plant for past and projected three Fiscal Years is given below - Fiscal Year Installed Capacity (MT) Avg. Capacity Utilization (%)FY07 11,900 58% FY08 11,900 27% FY09 11,900 27% FY10E 11,900 37% FY11E 11,900 48%

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FY12E 11,900 60% Customers Major Customers supported by Halol plant are as given below -

• General Motors India Pvt. Limited • Hitachi Home & Life Solutions (India) Limited • Setco Automotive Limited

Pantnagar Plant Facility Our Pantnagar plant was set up to cater to Tata Motors Limited, our major customer for their popular ACE platform. The Pantnagar plant started operations in May 2, 2008 and is spread on an area of around 20,000 sq. mts. Further details about the plant are given below - Machinery The key machineries of the Pantnagar facility include the following -

• Two 800 Tonnes single action presses • Two 500 Tonnes single action presses • 30 Tonnes Double Girder EOT Crane • 5 Tonnes Single Girder EOT Crane • Spot welding machines • Two Scrap conveyors • Six nos. ABB robots • One Hydraulic Special Purpose Machine (“SPM”) • Dispatch Dock Leveler • Tool Room facility for Die Maintenance • Storage of Raw Material with 5 Tonne Goliath Crane facility • Under-ground Conveyor System for Scrap transfer and collection

Utilities The plant at Pantnagar has been sanctioned electricity of 0.30 MW by Uttaranchal Power Corporation Limited, Rudrapur, Udham Singh Nagar. We also have a diesel generator set of 500 KVA, which is utilized in case of shortage of electricity. We do not require much water for our manufacturing process. Our process water requirements are fulfilled from our Company’s bore-well. Products The products manufactured at Pantnagar plant are mainly -

• BIW parts • Assemblies • Sub-assemblies • Components • Skin panels

Capacity The installed capacity and capacity utilization for FY 09 and projections for further 3 fiscal years is as given below –

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Fiscal Year Installed Capacity (MT) Avg. Capacity Utilization (%)FY09 17,000 50% FY10E 17,000 80% FY11E 20,000 80% FY12E 25,000 85% Customers Major Customer supported by Pantnagar plant is Tata Motors Limited. PRODUCTION PROCESS The manufacturing process of sheet metal components involves a series of operations on sheet metal with the help of press tools on mechanical and hydraulic presses to attain the required shape and form. Subsequently, two or more components are welded together to form sub-assemblies and assemblies. First, the steel sheets are sheared into optimum sized strips for the preparation of blanks, depending on the specifications of various components. The prepared strips are loaded onto the mechanical/hydraulic presses of the required tonnage in the press shop and subjected to various operations like blanking, drawing, trimming, piercing, forming, bending, notching etc., with the help of dies (press tool) designed for the purpose. The sheet metal components, after pressing, are inspected with the help of panel checkers. Once checked, the sheet metal components are coated with anti rust oil and stored for welding, if required. The components, which do not require welding, are directly sent to the finished stores for despatch. The components that require assembly are sent to the weld shop. The welding process is generally done manually or by robots using MIG/projection welding/seam welding. After welding, the sub assemblies are inspected on inspection gauges, coated with anti rust oil and sent to the finished stores ready for despatch. Some of the assemblies are also powder coated. Different processes followed in our Company are summarized as under -

Machines Process Output Shearing machines Shearing Optimum sized strips One or more mechanical presses of the required tonnage & dies

Blanking, drawing, trimming, piercing, forming, bending, notching etc.

Sheet metal components

Panel checkers, etc.

Inspection, coated with anti rust oil

Quality

Welding jigs, stationary spot welders, portable spot welders, nut feeders, mig welders, welding robots and gas welders.

Welding components, if assembly is required.

Assemblies, sub- assemblies

Conveyorized powder coating facility

Powder coating, if required

Coated assemblies sub- assemblies, oil sumps, fuel tanks, etc.

COLLABORATIONS 1. Our Company has executed an Administrative Support Agreement dated March 30, 2009 with TACO, a

promoter of our Company, on the terms and conditions stated therein. 2. Our Company has executed a Technology Transfer & Technical Assistance Agreement dated March 30,

2009 with Estampaciones Metalicas Vizcaya SA, Spain, an associate company of one of the promoters viz.

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Gestamp, on the terms and conditions stated therein. 3. Our Company has executed a Brand Equity and Business Promotion Agreement dated May 24, 2006 with

Tata Sons Limited, pursuant to which we are premitted to use the by-line “A TATA Enterprise” on the terms and conditions stated therein.

RAW MATERIALS The principal raw materials consumed by our Company are MS Sheets (hot and cold rolled steel sheets), bought-out parts such as tubes, brackets, hinges, reinforcements, sleeves, nuts etc and other products like pipes, angles etc. The contribution of various raw materials to our total raw material consumption, as per our Financial Statements during last three Fiscal Years is as follows - (Rs. in Mn)

FY 09 FY 08 FY 07 Product Category Consumpti

on % of total

raw material

consumption

Consumption

% of total raw

material consumptio

n

Consumption

% of total raw

material consumptio

n BOP Component 696.67 25.56% 423.65 19.23% 416.56 17.41% MS Sheets 1,839.51 67.48% 1,765.03 80.13% 1,975.32 82.57% Others like Pipes, Angles, dies etc.

189.80 6.96% 14.07 0.64% 0.29 0.02%

Total 2,725.98 100.00% 2,202.75 100.00% 2,392.17 100.00% RAW MATERIAL SUPPLIERS We are supported by our major customer Tata Motors Limited for procuring majority of our raw materials. Tata Motors Limited, on our behalf, negotiates with our major raw material suppliers, namely Tata Steel, Ispat Industries and Essar Steel on the terms and conditions favourable to us. We also import a special variety of chromium free steel from Samsung C and T Corporation, Korea. The break up of domestic & imported raw material is given below -

FY 09 FY 08 FY 07 Particulars Raw material and bought out part consumption

% of total consumption

Raw material and bought out part consumption

% of total consumption

Raw material and bought out part consumption

% of total consumption

Domestic Procurement

2,640.67 96.87% 2,111.76 95.87% 2,303.66 96.30%

Imports 85.31 3.13% 90.99 4.13% 88.51 3.70% Total 2,725.98 100.00% 2,202.75 100.00% 2,392.17 100.00% The contributions of our top 10 suppliers in our total raw material & bought-out part purchases during last 3 Fiscal years are given below –

(Rs. in Mn.) Particulars FY09 FY08 FY07

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Purchases (Rs. in Mn)

% of total purchases

Purchases (Rs. in Mn)

% of total purchases

Purchases (Rs. in Mn)

% of total purchases

Top supplier 1,026.38 32.35% 1,000.14 41.19% 1,006.65 38.04% Top two suppliers 1,670.52 52.65% 1,520.31 62.61% 1,277.18 48.26% Top three suppliers 1,909.45 60.18% 1,657.69 68.27% 1,441.47 54.47% Top four suppliers 2,039.14 64.27% 1,786.49 73.57% 1,587.59 59.99% Top five suppliers 2,155.54 67.94% 1,854.71 76.38% 1,712.63 64.72% Top six suppliers 2,238.29 70.55% 1,921.87 79.15% 1,834.08 69.31% Top seven suppliers 2,312.00 72.87% 1,973.97 81.29% 1,948.82 73.64% Top eight suppliers 2,378.79 74.98% 2,023.85 83.34% 2,022.46 76.43% Top nine suppliers 2,435.15 76.76% 2,065.69 85.07% 2,086.22 78.83% Top ten suppliers 2,485.32 78.34% 2,103.03 86.61% 2,148.49 81.19% HUMAN RESOURCE POLICY The Head of Human Resource compiles the documented position profile for all positions in our Company in consultation with the respective head of department’s requirement of the personnel and ensures that competent personnel are appointed. Competence is defined on the basis of appropriate education, training, skill and experience. Our HR policy defines processes to

• Determine the necessary competence for personnel performing work affecting product quality • Plan and provide training or take other actions to satisfy these needs • Evaluate the effectiveness of the actions taken • Ensure that its personnel are aware of the relevance and importance of their activities and how they

contribute to the achievement of the quality objectives • Maintain appropriate records of education, training, skill and experience

Training needs are identified & training programmes are planned and conducted including on-the-job training to achieve competence of all personnel performing activities affecting product quality. It is ensured that the personnel performing specific assigned tasks like conducting audits, conducting special process operations, inspection & testing are qualified, as required, with particular attention to the satisfaction of customer requirements. On-the-job training is provided for personnel in case of any new or modified job affecting product quality, including contract or agency personnel. Personnel whose work can affect product quality are informed about the consequences to the customer of nonconformity to quality requirements. It is also ensured that the personnel are aware of the relevance & importance of their activities and their role in achieving the quality objectives / quality policy commitments. Certain schemes / processes like award / prize distribution, recognition of achievements, promotion etc. are practiced to motivate employees to achieve objectives and to improve performance continually and / or to initiate innovative ideas towards improvement. Innovative ideas are incorporated in company practices by imparting experience / discussion after any visit to other companies / seminars/ exhibition. The overall focus is promotion of quality & technological awareness throughout the whole organization. MANPOWER As on March 31, 2010 we have 1762 employees. Function-wise break-up of our employees is as follows -

Function / Department Employee Strength Production & Maintenance, Tool Room 84 Materials Procurement & Marketing 17 Operations, Stores & Dispatch 46 Quality Assurance & Business Excellence /Engg. 39 Finance & Systems 17

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Function / Department Employee Strength HR & Administration 16 Workers:

Permanent Trainees / Apprentice/ on Contract

383

1,160 Total 1,762 The plant wise break-up of our manpower is as under -

Employee Strength Location Permanent On Contract Temporary

Trainees Trainees

/ Apprentice Total

Bhosari 144 59 256 13 472 Chakan 335 26 622 30 1,013 Halol 51 10 61 8 130 Pantnagar 21 21 54 0 96 Corporate Office 51 0 0 0 51 Total 602 116 993 51 1,762 We hire temporary workers for semi-skilled jobs to meet peak load requirements. Some of our employees are represented by Labour Unions namely Engineering Kamgar Sangh at Chakan Plant and ASAL Kamgar Sanghatana at Bhosari Plant. Our Company has entered into Settlement Agreements with the respective Labour Unions. The details of the said Settlement Agreements are - (a) Memorandum of Settlement dated May 11, 2009 has been signed between our Company and the workmen

of Chakan Plant, represented by Engineering Kamgar Sangh affiliated to Bhartiya Majdoor Sangh, under section 2(p) read with section 18(1) of the Industrial Disputes Act, 1947 read with rule 62 of Industrial Disputes (Bombay) Rules, 1957. Under this, Tenure of Settlement shall be in force for a period of 3 years effective from March 1, 2009 to February 29, 2012 and shall continue to be binding on the parties thereafter until it is terminated by the parties in accordance with the provisions of section 19(2) of Industrial Dispute Act, 1947.

(b) Memorandum of Settlement dated February 17, 2009 has been signed between our Company and the

workmen of Bhosari Plant, represented by ASAL Kamgar Sanghatana, under section 2(p) read with section 18(1) of the Industrial Dispute Act, 1947 read with rule 62 of Industrial Disputes (Bombay) Rules, 1957. Under this, Tenure of Settlement shall be in force for a period of 3 years effective from February 1, 2009 to January 31, 2012 and shall continue to be binding on the parties thereafter until it is terminated by the parties in accordance with the provisions of section 19(2) of Industrial Dispute Act, 1947.

OUR PRINCIPAL PRODUCTS We supply a large range of sheet metal components, assemblies and modules to different sectors of the automobile industry in widely varying specifications. The products supplied by us can be classified into the following categories - Skin Parts of cars We manufacture skin parts such as outer bonnet, side and rear door panel and face/side of trucks/buses. The major customers of this category of products are Fiat India Automobiles Limited (for Palio), Tata Motors Limited (for CVBU) and Piaggio Vehicles Private Limited (for three wheelers). Body in White Components

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Body in White (BIW) parts are those panels of the car body that give mechanical strength to the vehicle body. These are called structural panels and are hidden from the user’s view. We make various BIW parts such as wheel arch, panel fire wall, tail gate inner, door and bonnet inner, panel dash etc. The major customers of this category of products are Tata Motors Limited (for Safari, Mobile, Indica, Vista, Indigo and Manza) and Fiat India Automobiles Private Limited (for Palio, Linea and Punto). Under Body Members Assembly frame front floors, longitudinal rear, cross member rear floor and penal rear floor (Indigo) are examples of under body members manufactured by us for our customers. The major customer of this category of products is Tata Motors Limited (for its Indica and Indigo models). Fuel Tanks We manufacture the top and bottom shell for the fuel tank used by Tata Motor Limited’s Indigo. We also manufacture the shell for the Tata Indica’s fuel tank. The major customer of this category of products is Tata Motors Limited (for Indica and Indigo). Chassis and Suspension Parts Trailing arms, suspension tower rear, sub-frame and rear twist beam (for Indica Vista) are some of the chassis and suspension parts manufactured by us. The major customer of this category of products is Tata Motors Limited (for its Indica and Indigo models). Wheel Housing Assembly fender, panel wheel housing and wheel arch are some products made by us. The major customers of this category of products are Mahindra & Mahindra Limited (for tractors) and Tata Motors Limited (for its Safari and Sumo models). Oil Sumps and Other Products We make oil sumps for Tata Motors Limited (for PCBU and CVBU) and other products like cover tail lamp, support console etc. The main customer of this category of products is Tata Motors Limited (for Indica and Indigo models), etc. Out of the above product categories, sale of BIW parts constitute around 60% of the total revenues. CUSTOMERS We have a skewed customer base, with Tata Motors forming our major customer with 63.54% as of FY09. Other customers include Piaggio vehicles, Tata Toyo Radiator Limited, Ford Motor Company (Turkey and South Hampton, UK), Fiat India Automobiles Ltd. (Fiat India), John Deere Equipment Pvt. Ltd., General Motors India Ltd., Mahindra & Mahindra Ltd. (M&M), Hitachi Home & Life Solutions, Setco Automotive etc. Break up of domestic & export sales are as given below - (Rs. in Mn)

FY09 FY08 FY07 Particulars Net Sales % of net

sales Net Sales % of net

sales Net Sales % of net

sales Domestic Sales 3,424.88 99.09% 2,956.95 98.24% 3,076.20 98.22% Exports 31.34 0.91% 52.92 1.76% 55.65 1.78% Total 3,456.22 100.00% 3,009.87 100.00% 3,131.85 100.00% The contributions of our top 10 customers in our net sales during last 3 Fiscal years are given below –

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(Rs. in Mn.)

FY09 FY08 FY07 Particulars Net Sales % of net

sales Net Sales % of net sales Net Sales % of net

sales Top customer 2,196.29 63.54% 1,869.40 62.11% 2,099.77 67.05% Top two customers 2,359.13 68.25% 2,036.92 67.67% 2,259.28 72.14% Top three customers 2,520.15 72.91% 2,155.71 71.62% 2,388.07 76.25% Top four customers 2,578.82 74.61% 2,268.87 75.38% 2,474.82 79.02% Top five customers 2,627.31 76.01% 2,323.54 77.20% 2,517.01 80.37% Top six customers 2,666.59 77.15% 2,375.63 78.93% 2,547.62 81.35% Top seven customers 2,705.70 78.28% 2,406.91 79.97% 2,574.71 82.21% Top eight customers 2,726.14 78.87% 2,427.27 80.64% 2,595.65 82.88% Top nine customers 2,745.02 79.42% 2,441.70 81.12% 2,608.38 83.29% Top ten customers 2,749.61 79.55% 2,442.98 81.17% 2,612.48 83.42% COMPETITORS Our competitors can be segregated into following four categories -

• Domestic Tier 1 companies such as Jay Bharat Maruti Ltd. & Rasandik Engineering Ltd. • Multinational Tier 1 companies such as Caparo Engineering India Pvt. Ltd. • Other companies like Ganage Pressings Pvt. Ltd., Autoline Industries Ltd. and Anusuya Auto Press

Parts Pvt. Ltd. located in Pune region. • Tier 1 companies dedicated to a specific Company, such as Mahindra Ugine Steel Company Ltd. for

Mahindra & Mahindra Ltd. EXPORT OBLIGATIONS Our Company has availed Concessional duty benefits under the EPCG Scheme. Our Company has been allotted EPCG License (Authorization No. 3130001752) dated May 23, 2006 with an export obligation to export Auto Components falling under ITCHS code 87081090 worth USD 166,506.37 i.e. 8 times the duty saved of Capital Goods on the FOB basis within a period of 8 years from the date of issue of authorization. OUR BUSINESS STRATEGY The strategy of our Company involves achieving ‘Customer Intimacy’ through enhancing our engineering capability & operational efficiency. The same is pictographically represented in the following triad -

The key objectives of our Company are derived from this strategic philosophy. These include -

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• Improving Customer Satisfaction Scores and Vendor Rating • Developing product designing, tool designing and manufacturing capabilities to become complete

service provider • Improving net product sales through business development comprising:

o Increasing business with existing customers o Targeting new customers with base similar to that of existing customers

• Improving engineering capability through technical and business support from TACO and Gestamp • Improving operational efficiency and effecting cost reduction through structured improvement

processes and systems • Improving employee satisfaction scores through developing competencies and retention plans

MARKETING SET UP We have a full-fledged Sales and Business Development team, which looks after day to day sales related activities including business development. This involves increasing business with existing customers and targeting new customers. QUALITY CONTROL SYSTEM

All the plants of the Company are certified under TS 16949. The Bhosari and Chakan plants of our Company have obtained ISO 14001 Certification. Our Company has been implementing the Tata Business Excellence Model (modeled on the Malcolm Baldrige National Quality Award) to attain excellence in operations. The operating processes are designed as per TS 16949 criteria, to ensure that quality is inbuilt into them. QUALITY POLICY We have a strong Quality policy which helps us in continuously improving all our business processes to world class levels surpassing the expectations of our customers with focus on:

• Improving customer service • Improving capability of our manufacturing processes • Reducing total costs, elimination of waste and non-value adding activities • Encouraging involvement & participation of employees in problem solving • Developing skills of employees and suppliers through continuous training

SAFETY, HEALTH & ENVIRONMENT POLICY With our Safety, Health & Environment policy in place, we reaffirm our commitment to continually improve our Health, Safety & Environment performance and prevention of pollution. In order to achieve this, we agree to do the following

• Comply with all applicable national and state environmental, health & safety regulations and other requirements, related to environmental aspects and OH&S risks.

• Conserve raw materials and energy. • Strive to achieve Zero accidents, Zero occupational diseases & Zero environmental incidents. • Improve or upgrade our processes to institutionalize sound environmental, health & safety practices. • Train and develop our employees and contractors to create awareness about good environment, health

& safety practices. FUTURE GROWTH PLANS In order to attain a sustainable growth, we have the following future growth plans –

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• Expansion at our Pantnagar Plant at Uttarakhand Tata Motors Limited, our major customer is going to launch a Passenger Carrier (1 Ton) and a Small Commercial Carrier (0.5 Ton) from its Pantnagar Plant at Uttarakhand. We have received the order for providing sheet metal assemblies for Tata Motors Limited’s vehicles. In order to cater to this order, we are looking at expansions at out Pantnagar Plant. For further details about our above mentioned expansion plan, please refer to “Objects of the Issue” beginning on page no. 21 of this Draft Letter of Offer.

• OEM centric business

We feel many new OEMs may come up in Pantnagar, converting Pantnagar into a new auto-hub. We feel that we should further strengthen our relationships with OEMs, which will help us in exploring new business opportunities with them.

INTELLECTUAL PROPERTY RIGHTS We do not hold any patent / copyright / trademark in our name. However, we are permitted to use the by-line ‘a TATA Enterprise’ as per our agreement with Tata Sons Limited titled “Tata Brand Equity and Business Promotion Agreement” signed on May 24, 2006.

PROPERTY Details of our properties are as follows - Sr. No.

Description of property

Counter Party Date and Type of instrument executed

Maturity of Agreement

Consideration

1. Plot No.71, Sector 11, Integrated Industrial Estate, Pantnagar, Rudrapur, Udham Singh Nagar admeasuring 19572.27 sq. mtrs

State Infrastructure & Industrial Development Corporation of Uttaranchal Ltd.

November 27, 2007 Possession Certificate / Site Plan and Land Allotment Letter dated August 25, 2006

Execution of Lease Deed is pending

Rs. 2.48 Mn

2. Plot No. G-71/72, Pimpri Industrial Area, MIDC Bhosari, within the limits of Pimpri Chinchwad Municipal Corporation admeasuring 8,830 sq. mtrs

Space Age Industrial Projects Ltd.

July 15, 1995 Deed of Assignment pursuant to a Scheme of Arrangement sanctioned by Bombay High Court and registered with Sub-Registrar of Assurances, Haveli under no. 926/1996.

95 years Lease from May 1, 1979

Rs. 10.50 Mn and Ground Rent of Re. 1 to MIDC

3. Revenue S.No.173 Village Khakharia, Taluka Savli, Dist. Baroda admeasuring 9 Acres 34 Gunthas

1. Jayeshbhai Ashokbhai Patel 2. Rasikaben w/o Kunalchandra Patel for herself and as Guardian of

October 7, 1994 Deed of Conveyance registered with Sub-Registrar of Assurances, Savli

Owned Rs. 0.60 Mn

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Sr. No.

Description of property

Counter Party Date and Type of instrument executed

Maturity of Agreement

Consideration

her children Akshay Kumar K. Patel, Ankur Kumar K. Patel and Anuradhaben K Patel

under no. 770/1994 dated October 7, 1994.

4. Chakan Land a. Land at Gate No.

427 Village Medankarwadi, Taluka Khed, Chakan, Pune, admeasuring Hectares 1-86 Ares

1.Vishnu Bapu Medankar and others 2.Pandit Maruti Medankar as confirming party

Conveyance Deed dated October 14, 1994 and registered with Sub-Registrar of Assurances, Khed under no. 1814/1994 dated October 15, 1994.

Owned Rs. 0.33 Mn

b. Land at Gate No. 429 Village Medankarwadi, Taluka Khed, Chakan, Pune, admeasuring Hectares 0 – 03 Ares

Namdev Bhiku Gavate

Agreement for Sale dated August 19, 1994 and registered with Sub-Registrar of Assurances, Khed under no. 1508/1994 dated August 24, 1994.

Owned Rs. 0.02 Mn

c. Land at Gate No. 427 Village Medankarwadi, Taluka Khed, Chakan, Pune, admeasuring Hectares 3-53 Ares

Laxman Maruti Medankar

Conveyance Deed dated October 14, 1994 and registered with Sub-Registrar of Assurances, Khed under no. 1815/1994 dated October 15, 1994.

Owned Rs. 0.62 Mn

d. Land at Gate No. 427 Village Medankarwadi, Taluka Khed, Chakan, Pune, admeasuring Hectares 6-53 Ares

Pandit Maruti Medankar& others

Conveyance Deed dated October 14, 1994 and registered with Sub-Registrar of Assurances, Khed under no. 1816/ 1994 dated October 15, 1994.

Owned Rs. 1.15 Mn

e. Land at Gate No. 428, Village Medankarwadi, Taluka Khed, Chakan, Pune, admeasuring Hectares 0-11 Ares

1. Madhukar Bhaguji Gavate 2. Vasant Bhaguji Gavate 3. Balasaheb Bhaguji Gavate

Agreement for Sale dated August 19, 1994 and registered with Sub-Registrar of Assurances, Khed under no. 1507/ 1994 dated August 24, 1994.

Owned Rs. 0.07 Mn

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INSURANCE

Our Company has insurance coverage, which it considers adequate to cover all normal risks associated with the operation of the business. Our Company believes that its current level of insurance coverage is in line with industry norms in India. Our Company has taken a Business Guard Commercial Insurance Policy from TATA AIG Insurance for a period from February 1, 2010 to January 31, 2011, details of which are given hereunder:

Sr. No.

Coverage Section Sum Insured/ Limit of Indemnity (Rs. In Million)

1 Fire and Allied Perils Earthquake 2524.82 2 Burglary 129.28 3 Money Insurance 0.50 4 Business Interruption 620.51 5 Fidility Guarantee 0.20 6 Electronic Equipment/ All Risks

(Portable Equipment) 1.88

Total 3277.19 Our Company has also availed a transit insurance policy.

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KEY INDUSTRY REGULATIONS

The following description is a summary of the relevant regulations and policies as prescribed by the central / state governments that are, inter alia, applicable to our Company in India. The information detailed in this chapter has been obtained from publications available in the public domain. The regulations set out below are not exhaustive, and are only intended to provide general information to the investors and are neither designed nor intended to be a substitute for professional legal advice. Introduction The following is an overview of the important laws and regulations which are relevant to our business. Commercial Laws: The Companies Act, 1956

The Companies Act, 1956 deals with issue, allotment and transfer of securities and various aspects relating to management of the company’s business and affairs. It provides for standard of disclosure in right issues of capital, particularly in the fields of company management and projects, information about promoters and group companies, management perception of risk factors and other information as required under SEBI ICDR Regulations issues and applicable at the time of offer. It also regulates underwriting, the use of premium and discounts on issues, rights and bonus issues, payment of interest and dividends, supply of annual report and other information. Labour Related Legislation Contract Labour (Regulation and Abolition) Act, 1970 The Company engages the services of contractors who in turn employ contract labour whose number exceeds twenty in respect of some of the Sites. Accordingly, the Company is regulated by the provisions of the Contract Labour (Regulation and Abolition) Act, 1970 (the “CLRA”) which requires the Company to be registered as a principal employer and prescribes certain obligations with respect to welfare and health of contract labour. The CLRA vests responsibility in the principal employer of an establishment, to which the CLRA applies, to make an application to the concerned officer for registration of the concerned establishment. In the absence of such registration, contract labour cannot be employed in the concerned establishment. Likewise, every contractor, to whom the CLRA applies, is required to obtain a license and may not undertake or execute any work through contract labour except under and in accordance with the license issued. To ensure the welfare and health of the contract labour, the CLRA imposes certain obligations on the contractor in relation to establishment of canteens, rest rooms, drinking water, washing facilities, first aid, other facilities and payment of wages. However, in the event the contractor fails to provide these amenities, the principal employer is under an obligation to provide these facilities within a prescribed time period. Penalties, including both fines and imprisonment, may be levied for contravention of the provisions of the CLRA. Employees Provident Funds and Miscellaneous Provisions Act, 1952 The Employees Provident Funds and Miscellaneous Provisions Act, 1952 (the “PF Act”) is a labour legislation which ensures compulsory provident fund, family pension fund and deposit linked insurance in factories and other establishments for the benefits of the employees. The rate of contribution has been fixed at 12%. Presently, an employee at the time of joining the employment and getting wages up to Rs.6,500 is required to become a member of the Employees Provident Fund Organization (the “EPFO”), established in accordance with the provisions of the PF Act. An employee is eligible for membership of the fund from the very first date of joining such an establishment. The PF Act inter alia provides for:

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• grant of exemption from the operation of the schemes framed under the PF Act to an establishment, to a class of employees and to an individual employee, on certain conditions;

• appointment of an inspector to secure compliance under the PF Act and the schemes framed there under; and

• mode of recovery of monies due from employers. The funds established under the PF Act vest in and are administered by the Central Board of Trustees constituted under the PF Act and functions within the overall regulatory control of the Central Government. Factories Act, 1948 The Factories Act, 1948 (the “Factories Act”) is the principal legislation governing the health, safety, welfare of workers and environmental sanitation in factories. However, it was not until 1987 that the elements of occupational health and safety, and prevention and protection of workers employed in hazardous processes, were truly incorporated in the Factories Act. The Factories Act is enforced by the State Governments through their factory inspectorates. The Factories Act also empowers the State Governments to frame rules, so that the local conditions prevailing in the State are appropriately reflected in the enforcement. Payment of Bonus Act, 1965 The Payment of Bonus Act, 1965 (the “Bonus Act”) provides for payment of bonus irrespective of profit and makes payment of minimum bonus compulsory to those employees who draw a salary or wage up to Rs. 10,000 per month and have worked for a minimum period of 30 days in a year. The Bonus Act has created a right in every employee to receive a bonus and it has become an implied term in a contract of employment. Bonus is calculated on the basis of the salary or wage earned by the employee during the accounting year. The minimum bonus to be paid to each employee is either 8.33% of the salary or wage or Rs.100, whichever is higher, and must be paid irrespective of the existence of any allocable surplus or profits. If the allocable surplus or profit exceeds minimum bonus payable, then the employer must pay bonus proportionate to the salary or wage earned during that period, subject to a maximum of 20% of such salary or wage. Contravention of the Bonus Act by a company is punishable with imprisonment up to six months or a fine up to Rs. 1,000 or both against those individuals who are in charge at the time of contravention of the Bonus Act. Industrial Disputes Act, 1947 The Industrial Disputes Act, 1947 (the “ID Act”) provides the machinery and procedure for the investigation and settlement of industrial disputes and certain safeguards to the workers. The ID Act aims to improve the service conditions of industrial labour. When a dispute exists or is apprehended, the appropriate government is empowered to refer the dispute to an authority mentioned under the ID Act in order to prevent the occurrence or continuance of the dispute. Reference may be made to a labour court, tribunal or arbitrator, as the case may be, to prevent a strike or lock –out while a proceeding is pending. Wide powers have been given to the labour courts and tribunals under the ID Act while adjudicating a dispute to grant appropriate relief such as modification of contract of employment or to reinstate workmen with ancillary relief. Payment of Gratuity Act, 1972 Under the Payment of Gratuity Act, 1972 (the “Gratuity Act”), an employee who has been in continuous service for a period of five years will be eligible for gratuity upon his resignation, retirement, superannuation, death or disablement. An employee in a factory is deemed to be in ‘continuous service’ if he is employed for a period of at least 240 days in a period of 12 months or 120 days in a period of six months immediately preceding the date of reckoning, whether or not such service has been interrupted during such period by sickness, accident, leave, absence without leave, lay-off, strike, lock-out or cessation of work not due to the default by the employee. The maximum amount of gratuity payable to any eligible under the Gratuity Act doe not exceeds Rs.0.35 million. Workmen’s Compensation Act, 1923 Under the Workmen’s Compensation Act, 1923, (the “WC Act”) if personal injury is caused to a workman by

64

accident during the course of employment, his employer is liable to pay him compensation. However, no compensation is required to be paid (i) if the injury does not disable the workman for more than three days, (ii) where the workman, at the time of injury, was under the influence of drugs or alcohol or (iii) where the workman willfully disobeyed safety rules. Industry Related Legislation Environment Protection Laws The major statutes in India which seek to regulate and protect the environment against pollution related activities in India include the Water (Prevention and Control of Pollution) Act 1974, the Air (Prevention and Control of Pollution) Act, 1981 and the Environment Protection Act, 1986 (the “Environment Protection Act”). The basic purpose of these statutes is to control, abate and prevent pollution. In order to achieve these objectives, Pollution Control Boards (the “PCBs”), which are vested with diverse powers to deal with water and air pollution, have been set up in each state. The PCBs are responsible for setting the standards for maintenance of clean air and water, directing the installation of pollution control devices in industries and undertaking inspection to ensure that industries are functioning in compliance with the standards prescribed. These authorities also have the power of search, seizure and investigation if the authorities are aware of or suspect pollution that is not in accordance with such regulations. All industries and factories are required to obtain consent orders from the PCBs, which are indicative of the fact that the factory or industry in question is functioning in compliance with the pollution control norms. These consent orders are required to be renewed annually. The issue of management, storage and disposal of hazardous waste is regulated by the Hazardous Waste Management Rules, 1989 made under the Environment Protection Act. Under these rules, the PCBs are empowered to grant authorization for collection, treatment, storage and disposal of hazardous waste, either to the occupier or the operator of the facility. Water (Prevention and Control of Pollution) Act, 1981 The Water (Prevention and Control of Pollution) Act, 1981 (the “Water Act”) prohibits the use of any stream or well for the disposal of polluting matter, in violation of standards set down by the state PCB. The Water Act also provides that the consent of the State PCB must be obtained prior to opening of any new outlets or discharges, for discharge sewage or effluent. In addition, the Water Cess Act, 1977 requires a person carrying on any industry which involves the use of water to pay a cess in this regard. The person in charge is required to affix meters of certain prescribed standards in order to measure and record the quantity of water consumed by such industry. Furthermore, a monthly return showing the amount of water consumed in the previous month must also be submitted. Air (Prevention and Control of Pollution) Act, 1981 Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”) under which any individual, industry or institution responsible for emitting smoke or gases by way of use as fuel or chemical reactions must apply in a prescribed form and obtain consent from the state pollution control board prior to commencing any activity. The state PCB is required to grant, or refuse, consent within four months of receipt of the application. The consent may contain conditions relating to specifications of pollution control equipment to be installed. Within a period of four months after the receipt of the application for consent, the state PCB shall, by an order in writing, and for reasons to be recorded in the order, grant the consent applied for subject to such conditions and for such period as may be specified in the order, or refuse consent. Foreign Trade Policy Under the Foreign Trade (Development and Regulation) Act, 1992, the Indian Government is empowered to periodically formulate the Export Import Policy (the “EXIM Policy”) and amend it thereafter whenever it deems fit. All exports and imports must be in compliance with the EXIM Policy. The iron and steel industry has been

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extended various schemes for the promotion of exports of finished goods and imports of inputs. The major schemes available are the Duty Exemption and Remission Scheme, the Export Promotion of Capital Goods (“EPCG”) Scheme and the Target Plus scheme. The Duty Exemption Scheme enables duty free imports of inputs required for the production of exports by obtaining an advance license. The Duty Remission Scheme enables post export replenishment/remission of duty on inputs used in the export product. This scheme consists of a Duty Free Replenishment Certificate (“DFRC”), the Duty Drawback Scheme (“DBK”) and the Duty Entitlement Pass Book (the “DEPB”). While a DFRC enables duty free replenishment of inputs used for the manufacture of exports, under the DEPB Scheme, exporters on the basis of notified entitled rates are granted duty credit, which would entitle them to import goods, except capital goods, without duty. The current DEPB rates for saleable products manufactured by the Company range from 2% to 5%. The EPCG Scheme permits the import of capital goods at a concession rate of duty of 3% and in some cases at zero % subject to additional export obligation, which is linked to the amount of duty saved at the time of import of such capital goods as per the provisions of the EXIM Policy. Excise Regulations The Central Excise Act, 1944 seeks to impose an excise duty on excisable goods which are produced or manufactured in India. The rate at which such a duty is imposed is contained in the Central Excise Tariff Act, 1985. However, the Indian Government has the power to exempt certain specified goods from excise duty by notification. Steel products are classified under Chapter 72 of the Central Excise Tariff Act and presently attract an ad-valorem excise duty at the rate of 10% and also an education cess of 3% over the duty element. Customs Regulations All imports into India are subject to duties under the Customs Act, 1962 at the rates specified under the Customs Tariff Act, 1975. However, the Indian Government has the power to exempt certain specified goods from customs duty by notification. The customs duty on iron and steel items falling under Chapter 72 of the Custom Tariff Act, 1975 has been reduced sharply during the last five years. The current custom duty on non-alloy steel is 10%. The current basic custom duties on imports of raw materials range up to 10%. Other Regulations In addition to the laws, rules and regulations outlined in the aforesaid sections, various rules and regulations of jurisdictions’ other than India, where the Company has its operations are also applicable to the Company. Apart from the above, other laws and regulations that may be applicable to the Company include the following: • Explosives Act, 1884 • Employees’ State Insurance Act, 1948 • Payment of Wages Act, 1936 • Apprentices Act, 1961 • Bombay Labour Welfare Fund Act, 1953 • Employers Liability Act,1938 • Equal Remuneration Act,1976 • Industrial Employment (Standing Orders) Act, 1946 • Labour Laws (Exemption from Furnishing Returns and Maintaining Registers by certain

Establishments) Act 1988 • Maharashtra Employment Guarantee Act, 1977 • Maharashtra Private Security Guard Regulation of Employment & Welfare Act, 1981

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• Maharashtra Recognition of Trade Union & Prevention Of Unfair Labour Practices Act, 1971 • Maharashtra State Tax on Professions, Trades, Callings And Employments Act, 1975 • Maharashtra Workmen’s’ Home Rent Allowance Act 1983 • Maternity Benefits Act 1961 • Minimum Wages (Maharashtra Amendment) Act, 1976 • Minimum Wages Act, 1948 • Personal Injuries (Compensation Insurance) Act, 1963 • The Employees State Insurance Act, 1948 • The Employment Exchanges (Notification Of Vacancies) Act, 1959 • Weekly Holidays Act, 1942 • Workmen’s Compensation Act, 1923 • Foreign Exchange Management Act, 1999 • Public Liability Insurance Act 1991

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HISTORY AND CORPORATE STRUCTURE Our History Our Company was incorporated in 1990 under the name of JBM Tools Limited, by the SK Arya group (“SKA”) and Haryana State Industrial & Infrastructure Development Corporation (“HSIIDC”) being the then promoters. In 1997, our Company, pursuant to an agreement between SKA and TACO, was converted into a Joint Venture between TACO, its affiliate TIL and SKA. Pursuant to the Scheme of Arrangement sanctioned by the High Court of Judicature at Delhi, the Faridabad undertaking of the Company was transferred to erstwhile Precious Estates Private Limited (now known as JBM Auto Limited) in June 2001; the authorized share capital and the paid up capital of the Company was reduced; and the registered office of the Company was shifted from Delhi to Pune. In April 2002, TACO and TIL bought over SKA’s shareholding in our Company and increased their combined shareholding to 81.35%. Subsequently, TIL transferred its shareholding in our Company (except for 100 shares) to TACO in March 2004 and our Company became a subsidiary of TACO. Pursuant to the special resolution passed by the members and shareholders of the Company on June 30, 2003 and a fresh certificate of incorporation issued by the Registrar of Companies, Pune dated August 1, 2003, the name of the Company was changed from JBM Tools Limited to Automotive Stampings and Assemblies Limited. In February 2007, in order to benefit from Spanish group Gestamp’s technological expertise, a share purchase agreement dated February 13, 2007 (“Share Purchase Agreement”) was signed between TACO and Gestamp Servicios, S.L. Subsequently, in August, 2007, Gestamp Servicios, S.L. became the joint Promoter of our Company by acquiring 37.49% stake from TACO and 0.01% from public through an open offer made in terms of SEBI Takeover Code. On January 27, 2010, Tata Industries Limited (‘TIL’) has sold its shareholding of 100 equity shares of our Company in the open market at a price of Rs 68.96 per equity share. Pursuant to this sale of 100 shares, TIL has intimated to our Company that it has ceased to be one of the promoters of our Company. Appropriate filings in compliance with applicable laws and regulations have been made with relevant authorities. Accordingly, TIL has ceased to be a promoter of our Company. Changes in Registered Office The table below shows the changes in the Registered Office of our Company since Incorporation - Previous Address New Address Reason for

Change Date of Change

Chiranjiv Tower, 43, Nehru Place, New Delhi 110 019

703B-704, 89, Hemkunt Chambers, Nehru Place, New Delhi 110 019

For operational convenience

July 1, 1998

703B-704, 89, Hemkunt Chambers, Nehru Place, New Delhi 110 019

G-71/2, MIDC Industrial Area, Bhosari, Pune 411 026

Pursuant to the Scheme of Arrangement sanctioned by the High Court, Delhi

June 8, 2001

Major events in the History of our Company

Year Event March 1990 Our Company received the Certificate of Incorporation in the name of JBM Tools Limited from

the Asst Registrar of Companies, Delhi & Haryana September 1990 Our Company received the Certificate for Commencement of Business from the Registrar of

Companies, Delhi & Haryana October 1990 Our Company commenced operations at Faridabad by developing dies, moulds & tools for

various Original Equipment Manufacturers (OEM) of Automobiles.

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January 1994 Our Company commenced operations for manufacture of sheet metal components Project for manufacture of 3500 tpa of sheet metal components became fully operational

March 1994 Our Company’s maiden IPO of 1.1 million shares of Rs 10 each for cash at par aggregating to an issue size of Rs 11 million opened for subscription. IPO was to part finance a project for manufacture of sheet metal components with an installed capacity of 3500 tons per annum (tpa)

May 1994 Our Company’s equity shares were listed on the BSE July, 1996 Rights Issue of 2.56 million Fully Convertible Debentures (FCD) of RS 75 each aggregating Rs

192 million opens for subscription to part finance a project costing Rs 682.7 Million for setting up new units at Pune and Baroda and for expansion of Haryana unit so as to increase overall capacity of sheet metal components to 25,000 tpa.

June 1997 Our Company and one of our promoters, Mr. S K Arya, entered into a Joint Venture Agreement with TACO whereby it was agreed that TACO will be allotted 5.76 million shares of our Company of Rs 10 each for cash at Rs 42 per share aggregating Rs 241.92 million for 50% shareholding in our Company

July 1997 Our Company made a preferential allotment of 5.76 million equity shares to TACO and TIL August 1997 Our Company entered into a Joint Venture Agreement with Sung Woo Metal Co Ltd, South

Korea & Mitsubishi Corporation, Japan to promote JBM Sung Woo Pvt Ltd at Chennai November 1997 Our Company’s equity shares were listed on NSE December 1997 Our Company entered into a Joint Venture Agreement with Krupp Camford Limited, UK, to

promote Krupp JBM Pvt Ltd at Chennai March 1998 Our Company issued 5.48 million equity shares upon conversion of Part B of the FCD issued in

1996 June 2001 Scheme of Arrangement sanctioned by the High Court, Delhi whereby Faridabad undertaking

of the Company was transferred to Precious Estates Pvt Ltd (now known as JBM Auto Ltd); Authorised Capital was reduced from Rs. 200 Million to Rs. 120 Million

June 2001 Our Company’s registered office was shifted from New Delhi to Pune April 2002 TACO and TIL buy out S. K. Arya group’s shareholding in our Company whereby the

combined holding of the TACO & TIL is enhanced to 81.35% of our equity capital September 2002 Our Company allotted 12 Million 12% Cumulative Redeemable Preference Shares of Rs 10

each aggregating Rs 120 Million to TACO August 2003 Our Company’s name was changed to Automotive Stampings and Assemblies Limited

February 2004 Our Company was awarded the ISO 9001 to Bhosari plant March 2004 Our Company was awarded the ISO 9001 to Chakan plant

September 2004 Our Company was permitted by DSE for voluntary delisting of its equity shares. May 2006 Our Company executed a TATA Brand Equity and Business Promotion Agreement with Tata

Sons Limited to use the by-line “A TATA Enterprise” February 2007 Share Purchase Agreement was entered into between TACO & Gestamp Servicios, S.L.

whereby Gestamp Servicios, S.L. could become the joint promoter of our Company after complying with regulatory requirements

August 2007 Gestamp Servisios, S.L. becomes joint promoter by acquiring 37.50% stake in our Company May 2008 Our Company’s new plant for manufacture of sheet metal components with a capacity of

17,000 tpa at Pantnagar at Uttarakhand Main Objects of our Company The main objects as set out in the Memorandum of Association of Automotive Stampings and Assemblies Limited are as under:

1. To carry on in India or else where the business of manufacturing, designing, developing, fabricating, assembling, improving, processing, melting, refining, cleaning, normalizing, buying, selling, importing, exporting and dealing in all kinds of tools, including pneumatic tools, hand tools, machine tools, cutting tools, dies, moulds, master models, gauges, templates, Jigs, fixtures, tools holders, boring bars, test instruments, accessories and components thereof.

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2. To carry on the business of designing, manufacturing, developing, fabricating, assembling, improving, buying, selling, importing, exporting and dealing in all kinds of pressings, forgings, stampings, rolling, castings, laminations, fabrications, extrusions, automatic machines, electrical, electronic mechanical, components and auto parts.

3. To carry on the businesses of iron masts, iron founders, mechanical and electrical engineers, steel makers,

steel converters, tin plate makers, brass founders, metal workers, boiler makers, metallurgist and wood workers.

4. To develop and commercialize technologies in the field of automation including tools, dies, moulds, jigs,

fixtures and allied business. 5. To buy, sell, import, export and deal in raw materials, plants and machinery used or required for the

business referred to in sub-clause (1) to (4) above. 6. To carry on the business of importers, exporters, general merchants, traders, commission agents,

distributors, concessionaries and consultants, in respect of the business referred to in sub-clauses (1) to (5) above.

The objects clause of the Memorandum of Association of our Company enables us to undertake our existing activities. Changes in the Memorandum of Association of our Company Since incorporation, the following changes have been made to our Memorandum of Association:

Date of Shareholders’

approval

Changes

March 9, 1993 Increase in Authorised Share Capital of the Company from Rs.10 Million to Rs. 50 Million March 30, 1995 Increase in Authorised Share Capital of the Company from Rs.50 Million to Rs.120 Million March 30, 1995 Alteration of Other Objects clause III (c) by adding sub-clause 74 & 75 September 26,

1996 Increase in Authorised Share Capital of the Company from Rs. 120 Million to Rs.140 Million

May 14, 1997 Increase in Authorised Share Capital of the Company from Rs. 140 Million to Rs.200 Million June 8, 2001 Reduction of Share Capital of the Company from Rs. 200 Million to Rs. 120 Million pursuant to

the Sanction of the Scheme of Arrangement by the Delhi High Court June 8, 2001 Change of registered office from the State of Delhi to Maharashtra (Pune) pursuant to the

Sanction of the Scheme of Arrangement by the Delhi High Court July 15, 2002 Increase in Authorised Share Capital of the Company from Rs.120 Million to Rs. 268 Million June 30, 2003 Change of name of the Company from JBM Tools Limited to Automotive Stampings and

Assemblies Limited March 5, 2008 Increase in Authorised Share Capital of the Company from Rs. 268 Million to Rs. 360 Million

Articles of Association of our Company Our Company has adopted a new set of Articles of Association through a special resolution passed by the shareholders at the Annual General Meeting held on July 15, 2009. The details of the capital raised by our Company are given in “Capital Structure” on page no. 13 of the Draft Letter of Offer.

Shareholders’ Agreements

There is no subsisting shareholders’ agreement between the shareholders and our Company other than the

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Articles of Association of our Company. Other Agreements 1. Our Company has executed a Technology Transfer and Technical Assistance Agreement dated March 30,

2009 with Estampaciones Metalicas Vizcaya SA, Spain, an associate company of one of the promoters viz. Gestamp, on the terms and conditions stated therein.

2. Our Company has executed a TATA Brand Equity and Business Promotion Agreement dated May 24, 2006

with Tata Sons Limited, pursuant to which we are premitted to use the by-line “A TATA Enterprise” on the terms and conditions stated therein.

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OUR MANAGEMENT The management of our Company vests with the Board of Directors comprising of industrialists, professionals and persons having industrial experience. All the Directors on the Board are Non-Executive Directors. The CEO, designated as Manager under the Companies Act, 1956 is the overall in charge of our Company. He is assisted by a team of senior personnel to manage the day to day affairs of our Company. Board of Directors The following table sets forth details regarding our Board of Directors as on the date on this Draft Letter of Offer:

Name, Father’s Name, Designation, Address, Occupation, Term and

DIN

Nationality

Age

Other Directorships

Name: Mr. Francisco José Riberas Mera Father’s Name: Mr. Francisco Riberas Pampliega Qualification: Degree in Law & Business Administration from University of Pontificia De Comillas in Madrid, ICADE College Designation: Non-Executive, Non-Independent Director Address: 16 Alfonso, XII Street, Madrid Spain 28014 Occupation: Industrialist Term: Liable to retire by rotation DIN: 01732230

Spanish 45 years

• Acek 2008, S.L. (Spain) • Acek 2009, S.L. (Spain) • Acek Bohemia Sro (Czech Republic) • Acek Czech SRO (Czech Republic) • Acek Investments, SpZoo (Poland) • Acek Polska, SpZoo (Poland) • Acek Properties SpZoo (Poland) • Acek Properties Sro (Czech Republic) • Acek Real Estate KFT (Hungary) • Acek Real Estate, SRL (Romania) • Adral Matriceria y Puesta a Punto, S.L. (Spain) • Agrícola LA Veguilla, S.A. (Spain) • AHLC, LLC (USA) • Aplicarmetal, S.L. (Spain) • Araluce, S.A (Spain) • Asetym Renova, S.A. (Spain) • Autotech Engineering, A. I. E. (Spain) • Ayamosna Solar 1, S. L. (Spain) • Beroa Grupo Tecnológico, S.L. (Spain) • Beyçelik Gestamp, A.S (Turkey) • Calasparra Termosolar, S.L (Spain) • Calaspasol 1, S.L. (Spain) • Calasposal Energia 2, S.L. (Spain) • Cartera Gestamp, S.L. (Spain) • Cartera Gonvarri, S.L. (Spain) • CIE Automotive, S.A. (Spain) • Construcciones Industriales Genomagoga, S.L (Spain) • Continental Group Limited (UK) • Corporación Gestamp S.L. (Spain) • CP Projects Limited (UK) • Gestamp Tooling Overseas, Limited(UK) • Gestamp Tooling Overseas Design (India) Limited

(India) • DD Development CS a.s.(Czech Republic) • Edscha Automotive Hauzenberg GmbH (Germany) • Edscha Automotive Hengersberg GmbH (Germany) • Edscha Automotive Itaoly SRL (Italy)

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Name, Father’s Name, Designation, Address, Occupation, Term and

DIN

Nationality

Age

Other Directorships

• Edscha Automotive Kamenice s.r.o (Czech Republic) • Edscha Briey S.A.S (France) • Edscha Hauzenberg Real Estate GmbH & Co. KG

(Germany) • Edscha Hengersberg Real Estate GmbH & Co. KG

(Germany) • Edscha Hradec s.r.o. (Czech Republic) • Edscha Engineering GmbH (Germany) • Edscha Holding GmbH (Germany) • Edscha Services GmbH (Germany) • Edscha Velky Meder S.R.O. (Slovakia) • Elaborados Metállcoz Zamora, S.L (Spain) • Erge Occidente, S.L (Spain) • Estampaciones Martínez, S.A (Spain) • Estampaciones Metálicays Vizcaya, S.A. (Spain) • Esymo Metal, S.L. (Spain) • Fuente Alamo Energia Soalr 1, S.L. (Spain) • Fuente Alamo Energia Soalr 2, S.L. (Spain) • Fuente Alamo Termosolar S.L. (Spain) • Fuentes Renovables de La Mancha, S.L (Spain) • Galvanizaciones Castellana, S.A. (Spain) • Gestamp 2001, S.L. (Spain) • Gestamp 2008, S.L. (Spain) • Gestamp 2009, S.L. (Spain) • Gestamp 2010, S.L. (Spain) • Gestamp 2011, S.L. (Spain) • Gestamp 2013, S.L. (France) • Gestamp North America, Inc (USA) • Gestamp Alabama LLC (USA) • Gestamp Argentina, S.A (Argentina) • Gestamp Asetym Solar Italy, SRL (Italy) • Gestamp Asetym Solar North America, S.L. (USA) • Gestamp Asetym Solar Real Estate Energy, S.L

(Spain) • Gestamp Asetym Solar S.L (Spain) • Gestamp Autocomponents (Kunshan) Co. Limited

(China) • Gestamp Automoción, S.L. (Spain) • Gestamp Automotive India Private Limited (India) • Gestamp Aveiro S.A. (Portugal) • Gestamp Baires, S.A. (Argentina) • Gestamp Biotermica, S.L (Spain) • Gestamp Bizkaia S.A (Spain) • Gestamp Cartera de Mexico, S.L. (Mexico) • Gestamp Cataforesis Vigo, S.L. (Spain) • Gestamp Chattanooga, LLC (USA) • Gestamp Cordoba, S.A (Argentina) • Gestamp Ensol, S.L (Spain) • Gestamp Eólica Polska, Sp. Zo.o. (Poland)

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Name, Father’s Name, Designation, Address, Occupation, Term and

DIN

Nationality

Age

Other Directorships

• Gestamp Eólica Castilla la Mancha, S.L. (Spain) • Gestamp Eólica Promociones, S.L (Spain) • Gestamp Eolica, S.L (Spian) • Gestamp Finance Luxemburg, SA (Luxemburg) • Gestamp Hardtech, AB. (Sweden) • Gestamp Holding China A.B (Sweden) • Gestamp Holding Rusia, S.L (Spain) • Gestamp Hungaria, KFT (Hungary) • Gestamp Ingenieria Europa II, S.L (Spain) • Gestamp Inmobillere, EURL (France) • Gestamp Kartek Coporation (Korea) • Gestamp Mason, LLC (USA) • Gestamp Linares, S.A. (Espana) • Gestamp Marelli Autochasis, S.L. (Espana) • Gestamp Mex.Serv.Lab., S.A. (Mexico) • Gestamp Mexico, S.A. de CV (Mexico) • Gestamp Mpr, KFT (Hungary) • Gestamp Alabama, LLC (USA) • Gestamp Noury, S.A. (France) • Gestamp Palencia, S.A. (Espana) • Gestamp Pannonia, KFT (Hungary) • Gestamp Polska, S.A. (Poland) • Gestamp Portugal, S.L. (Portugal) • Gestamp Puebla, S.A. de C.V (Mexico) • Gestamp Ronchamp, S.A. (France) • Gestamp Servicios Laborales de Toluca, SA de CV

(Mexico) • Gestamp Servicios, S.L. (Spain) • Gestamp Servistal Kaluga, 000 (Russia) • Gestamp Solar 2007, S.L. (Spain) • Gestamp Solar 2008, S.L. (Spain) • Gestamp Solar 2012, S.L. (Spain) • Gestamp Solar Mantenimientos, S.L. (Spain) • Gestamp Solar Real Estate Energy , S.L. (Spain) • Gestamp Solar Trading, S.L. (Spain) • Gestamp Solar, S.L. (Spain) • Gestamp South Carolina, LLC (USA) • Gestamp Stadco Holdings, S.L. (Spain) • Gestamp Sweden AB (Sweden) • Gestamp Toval ESPANA, S.L (Spain) • Gestamp Taubaté, S.A. (Brasil) • Gestamp Tech, S.L. (Spain) • Gestamp Toledo, S.L.(Spain) • Gestamp Toluca, SA de CV (Mexico) • Gestamp Tooling Services, A.I.E. (Spain) • Gestamp Tooling Overseas Limited (UK) • Gestamp U.K., Ltd. (UK) • Gestamp Vigo, S.A. (Spain) • Gestamp XXI, S.L. (Spain)

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Name, Father’s Name, Designation, Address, Occupation, Term and

DIN

Nationality

Age

Other Directorships

• Gestamp Wind North America, Inc (USA) • Gestamp Zener Solar, S.L. (Spain) • Global Dominion Access, S.A. (Spain) • Global Stamping & Welding Automotive Private

Limited (GSW) (India) • Gonsider, S.L. (Spain) • Gonaeolic, S.L (Spain) • Gonvasolar, S.L (Spain) • Gonvarri Corporación Financiera, S.L.(Spain) • Gonvarri Eólica, S.L (Spain) • Gonvarri Galicia, S.A. (Spain) • Gonvarri I. Centro de Servicios, S.L. (Spain) • Gonvarri industrial Maroc, SA (Morocco) • Gonvarri Wind Towers, S.L. (Spain) • Gonvarri Infraestructuras Eólicas, S.L. (Spain) • Gonvarri Italia, S.p.A (Spain) • Gonvarri Nordest, S.p.A (Italy) • Gonvarri Polska Sp. ZOO (Poland) • Gonvarri Ptos. Siderúrgicos, SA (Portugal) • Gonvarri Portfolio Internacional, S.L (Spain) • Gonvarri Solar Steel. S.L (Spain) • Gonvarri Tarragona, SL (Spain) • Gonvarri Vizcaya, SL (Spain) • Gonvauto Navarra, SA (Spain) • Gonvauto Puebla S.A. de C.V. (Mexico) • Gonvauto Thuringen GmbH (Germany) • Gonvauto, S.A. (Spain) • Gran Vía 2006, S.L. (Spain) • Gestamp Wallonie S.A (Belgium) • Griwe Innovative Umformtechnik GmbH (Germany) • Griwe System Prodktions Gmbh (Germany) • Griwe System Productions GmbH (Germany) • GS Hotstamping (Korea) • Halekulani, S.L. (Spain) • Hierros Villaverde, S.A. (Spain) • Hierros y Aplanaciones, S.A. (Spain) • Holding Gonvarri Navarra, S.L. (Spain) • Holding Gonvarri, S.L (Spain) • Holding Gonvarri Rusia, S.L (Spain) • Inbenadux 1, S.L. (Spain) • Inbenadux 2, S.L (Spain) • Inverland Orosi, S.L (Spain) • Ind. Ferrodistribuidora, SA (Spain) • Ingenieria Global Metalbages, S.A (Spain) • Inmonave Mos, S.L (Spain) • Inmobiliaria Acek, S.L. (Spain) • Inmobiliaria La Sagra Alta, S.L. (Spain) • INSSEC, S.L. (Spain) • Inssecbioenergia, SL (Spain)

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Name, Father’s Name, Designation, Address, Occupation, Term and

DIN

Nationality

Age

Other Directorships

• Inverland Fortuna, S.L. (Spain) • INVERSCAN A.B. (Sweden) • Investment Circle, S.A. (Spain) • Gestamp Kartek Corporation (Korea) • Logesta, S.A (Spain) • Losiana, S.L (Spain) • Matricería Deusto S,L,(Spain) • MB Abrera, S.A.(Spain) • MB Aragón P21, S.A. (Spain) • MB Aragón, S.A. (Spain) • MB Hidroacero, S.A. (Spain) • MB Levante, S.A. (Spain) • Metalcomponentes MB Navarra, S.A.(Spain) • MB Pamplona, S.A. (Spain) • Metalbages Aragón P21, S.L. (Spain) • Metalbages P51, S.L. (Spain) • Metalbages XXI, S.L (Spain) • Metalbages, S.A (Spain) • Mexicana de Serv. Laboraies, S.A. de C.V • Modusgest SGPS, S.A. (Portugal) • Mursolar 1, S.L (Spain) • Mursolar 2, S.L (Spain) • Mursolar 3, S.L (Spain) • Mursolar 4, S.L (Spain) • Mursolar 5, S.L (Spain) • Mursolar 6, S.L (Spain) • Mursolar 7, S.L (Spain) • Mursolar 8, S.L (Spain) • Mursolar 9, S.L (Spain) • Mursolar 10, S.L (Spain) • Mursolar 11, S.L (Spain) • Mursolar 12, S.L (Spain) • Mursolar 13, S.L (Spain) • Mursolar 14, S.L (Spain) • Mursolar 15, S.L (Spain) • Mursolar 16, S.L (Spain) • Mursolar 17, S.L (Spain) • Mursolar 18, S.L (Spain) • Mursolar 19, S.L (Spain) • Mursolar 20, S.L (Spain) • Obratel Construcciones y Servicios, S.L. (Spain) • Ocon Automoted Systems, S.L (Spain) • Ocon Indusrielle Konzepte, S.L (Spain) • Parque Eólico Becerril, S.L (Spain) • Parque Eolico Gestinver, S.L (Spain) • Parque Eólico La Almarcha, S.L. (Spain) • Parque Eólico Las Pedroñeras, S.L (Spain) • Parques EóLICOS Gestinver II S.L (Spain) • Pavind S.L. (Portugal)

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Name, Father’s Name, Designation, Address, Occupation, Term and

DIN

Nationality

Age

Other Directorships

• Saelices el Chico Solar, S.L (Spain) • Photosolar Medina 10, S.L.(Spain) • Photosolar Medina 11, S.L.(Spain) • Muelas del Pan Solar, S.L (Spain) • Photosolar Medina 3, S.L.(Spain) • Photosolar Medina 4, S.L.(Spain) • Photosolar Medina 5, S.L.(Spain) • Photosolar Medina 6, S.L.(Spain) • Photosolar Medina 7, S.L.(Spain) • Photosolar Medina 8, S.L.(Spain) • Photosolar Medina 9, S.L. (Spain) • Promociones coruñesas del Siglo XXI, S.L. (Spain) • Prosisa, A.G. (Swizterland) • Recuperaciones Ferricas Integrales, S.A. (Spain) • Regional Investimentos e serviçios Lda. (Portugal) • Reimasa, S.L (Spain) • Rimpamer Inversiones, S.L.(Spain) • Rotabook Servicios de Impresión, S.L. (Spain) • SCI Rue Paul Strauss (France) • Sistemas Energeticos Monfero Guitiriz S.A (Spain) • Sistemes Energetics Les Forques (Spain) • Sistemes Energetics Serra de Montargull (Spain) • S.G.F., S.A. (Belgium) • Societe Nouvelle Somero, S.R.L (France) • Solblank, S.A. (España) • Stadco LLC (Russia) • Sungwoo Gestamp Hitech (Chennai) Limited (India) • Sungwoo Gestamp Hitech (Pune) Limited (India) • Tailorade Blank Lorraine, S.A. (France) • Taileres Ganomagoga, S.L (Spain) • Tavol Internacional SGPS, Lda (Portugal) • Todlem, S.L. (Spain) • Traselnor, S.L. (Spain) • Vega Altea, S.L. (Spain) • Vientos, S.R.L (Romania)

Name: Mr. Ramesh A. Savoor Father’s name: Late Mr. Amrutrao Savoor Qualification: B.Sc. (Chemistry) & B.Sc. (Tech.) Designation: Independent Director Address: 201, Pineview,

Indian 65 years

• Foseco India Ltd. • E.I.D Parry Ltd. • Divgi Warner Private Ltd. • Fidelity Fund Management Private Ltd. • Parry Infrastructure Company Private Ltd. • Coromandel International Ltd. • Thomas Cook India Ltd.

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Name, Father’s Name, Designation, Address, Occupation, Term and

DIN

Nationality

Age

Other Directorships

9, Edward Road, Bangalore – 560 052 Occupation: Professional Independent Director Term: Liable to retire by rotation DIN: 00149089 Name: Mr. Pradeep Mallick Father’s name: Late Mr. S.K. Mallick Qualification: Engineering (Electrical) from IIT, Madras; Diploma in Business Management from UK Designation: Independent Director Address: A/2, Pallonji Mansion, 43, Cuffe Parade, Mumbai 400 005 Occupation: Professional Independent Director. Term: Liable to retire by rotation DIN: 00061256

Indian 67 years

• Auro Mira Energy Co. Pvt. Ltd. • Blue Star Limited • ELANTAS Beck India Ltd. • ESAB India Ltd • Mount Everest Mineral Water Ltd. • Pragati Leadership Institute Pvt. Ltd. • Tube Investments of India Ltd. • AEGON Trustee Co Private Ltd. • JRG Securities Ltd. • Gravitational Network Advisors (P) Ltd.

Name: Mr. Rameshwar S. Thakur Father’s name: Mr. Tahal Singh Thakur Qualification: Bachelor of Mechanical Engineering, MBA, Chartered Management Accountant Designation: Non-Executive, Non-Independent Director Address: Flat No. 205,

Indian 61 years

• Tata AutoComp Systems Ltd. • Tata Marcopolo Motors Ltd. • TAL Manufacturing Solutions Ltd. • Automobile Corporation of Goa Ltd. • Automotive Composite Systems (International) Ltd. • Tata Johnson Controls Automotive Ltd. • TACO Sasken Automotive Electronics Ltd. • Nanjing Tata AutoComp Systems Ltd. • Tata Yazaki AutoComp Ltd. • Tata AutoComp GY Batteries Ltd.

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Name, Father’s Name, Designation, Address, Occupation, Term and

DIN

Nationality

Age

Other Directorships

Burlington, Hiranandani Estate, Patlipada, Thane West Thane 400 607 Occupation: Service Term: Liable to retire by rotation DIN: 00020126 Name: Mr. Alberto Moreno Conejo Father’s name: Mr. Antonio Garcia Moreno Qualification: Bachelor’s degree in Business Administration from Madrid Complutense University Designation: Non- Executive, Non-Independent Director Address: Valle del Pas, 26, 1B Madrid 28023 Occupation: Service Term: Liable to retire by rotation DIN: 02566225

Spanish 38 Years

• Gestamp Automotive India Private Limited (India) • Sungwoo Gestamp Hitech Chennai Limited (India) • Global Stamping and Welding Automotive Private

Limited (India) • Sungwoo Gestamp Hitech Pune Private Limited

(India) • Gestamp Kartek Corporation (Korea)

Brief biography of our Directors Mr. Francisco José Riberas Mera, aged 45 years, is the Non-Executive Director of our Company and an Industrialist. He holds the degree in law and business administration from the University of Pontificia De Comillas in Madrid, ICADE College. Mr. Ramesh A. Savoor, aged 65 years, is the Non – Executive, Independent Director of our Company. He holds degree in B. Sc. (Chemistry) and B. Sc (Tech.) and is the former Managing Director of Castrol India Limited. Mr. Pradeep Mallick, aged 67 years, is the Non – Executive, Independent Director of our Company. He holds a degree in Electrical Engineering from IIT, Madras and a Diploma in Business Management from UK. He is also a ‘Chartered Engineer’, Fellow of the Institution of Engineering & Technology (FIET), London. He was honoured by IIT Madras with the distinguished Alumnus Award. He is the former Managing Director of Wartsila India Limited. He currently serves on the board of several companies as an Independent Director.

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Mr. Rameshwar S. Thakur, aged 61 years, is the Non-Executive Director of our Company. He holds a degree in Mechanical Engineering. He is also a Master of Business Administration from XLRI and a Chartered Management Accountant from CIMA, London He is also the Executive Director and Chief Operating Officer of Tata AutoComp Systems Limited (TACO). Prior to joining TACO, he worked with Tata Motors Limited for over 35 years. During his tenure with Tata Motors Limited, he was responsible for finance, business planning, treasury, mergers and acquisitions, negotiations with state governments for new projects and manufacturing engineering. He was actively involved in the management of overseas ventures of Tata Motors Limited as well as joint ventures in India. Mr. Alberto Moreno Conejo, aged 38 years, is the Non-Executive Director of our Company. He holds a Bachelor’s degree in Business Administration from Madrid Complutense University. He is currently heading the Asia Division of Gestamp Group. Prior to this, he worked as a Financial Manager of Gestamp Automocion, Spain and General Manager of Gestamp Automocion, Mexico. Compensation of our Manager and Directors Manager/Chief Executive Officer (“CEO”) Our Company has appointed Mr. Vijay Bijlani, as the Chief Executive Officer (designated as ‘Manager’ under section 269 of Companies Act, 1956) for a period beginning from December 11, 2008 to December 10, 2011. Our Company has obtained Shareholders’ approval for his appointment by passing of a resolution by Postal Ballot. The brief terms of appointment are: Salary In the scale of Rs.90,000/- to Rs.1,25,000/- per month with authority to the Board and/or

Remuneration Committee to fix his salary within the above scale from time to time. The increments may be decided by the Board and /or Remuneration Committee from time to time subject however to an amount not exceeding Rs. 1,25,000/- per month.

Incentive Remuneration

Up to 200% of salary to be paid at the discretion of the Board and/or Remuneration Committee and based on certain performance criteria.

Perquisites and allowances

Such perquisites and allowances will be subject to a maximum of 140% of annual salary. In arriving at the value of the perquisites insofar as there exists a provision for valuation of perquisites under the Income Tax Rules, the value shall be determined on the basis of Income Tax Rules in force from time to time.

Provident and Superannuation Fund

Company’s contribution to Provident Fund and Superannuation Fund or Annuity Fund, to the extent these either singly or together are not taxable under the Income-tax Act, Gratuity payable as per the rules of the Company and encashment of leave at the end of the tenure shall not be included in the computation of limits for the remuneration or perquisites aforesaid.

Other perquisites

Use of Company’s car for official duties and telephone at residence shall not be included in the computation of perquisites and allowances for the purpose of calculating the said ceiling.

Minimum Remuneration in case of inadequacy of profits in any Financial Year

Salary, incentive remuneration and perquisites and allowance etc. as mentioned above.

Details of his remuneration* for the year ended March 31, 2009 are as follows:

(Rs. in Mn) Manager/CEO Salary Payment of /

Provisions for Incentive

Remuneration

Perquisites and Allowances

Contribution to Funds

Mr. Vijay Bijlani 0.344 0.481 0.432 0.093

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*The Remuneration does not include gratuity and compensated absences provided on the basis of actuarial valuation in the accounts. Non-Executive Directors No remuneration is paid to any of our Non-Executive Directors. Our Company pays sitting fees to the Non-Executive Directors for attending the meetings of the Board/Committee of Directors. The sitting fees paid are Rs. 10,000 for every Board meeting attended by a Director and Rs. 5,000 for every committee meeting attended by the member-Director. The details of sitting fees paid during Fiscal 2009 are as follows: Sr. No. Name of the Director Amount (Rs.)

1 Mr. Devender S. Gupta* 30,000 2 Mr. Ramesh A. Savoor 1,00,000 3 Mr. Pradeep Mallick 90,000 4 Mr. S. Ramakrishnan* 20,000 5 Mr. Francisco López Peña* 10,000 6 Mr. Rameshwar S. Thakur 45,000

*At present, these Directors are no longer on our Board. Please refer to “Changes in our Board during last three years” on page no. 80 of this Draft Letter of Offer for further details in this regard Shareholding of our Directors in our Company None of the Directors of our Company are holding any Equity Shares of the Company. Interest of our Directors Except as stated in “Related Party Transactions” on page no. 118 of this Draft Letter of Offer, and to the extent of sitting fees for attending Board or Committee meetings, in our Company, the Directors do not have any other interest in our business. All of our Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a Committee. All our Directors may also be deemed to be interested to the extent of Equity Shares, if any, held by their relatives in the Company, or that may be subscribed for and allotted to them, out of the present Issue in terms of the Draft Letter of Offer and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. The Directors may also be regarded as interested in the Equity Shares, if any, held by or that may be subscribed by and allotted to the companies, firms and trust, in which they are interested as directors, members, partners and/or trustees. Except as stated otherwise in the Draft Letter of Offer, we have not entered into any contract, agreement or arrangement in which our Directors are interested directly or indirectly and no payments have been made to them in respect of these contracts, agreements or arrangements or are proposed to be made to them. Changes in our Board of Directors during the last three years Addition

Sr. No.

Name of Director Date of appointment Reasons

1 Mr. Alberto Moreno Conejo April 29, 2009 Appointed as Additional Director 2 Mr. Rameshwar Thakur April 29, 2008 Appointed as Additional Director 3 Mr. Pradeep Mallick December 28, 2007 Appointed as Additional Director 4 Mr. Francisco López Peña October 01, 2007 Appointed as Additional Director 5 Mr. Fransisco José Riberas Mera October 1, 2007 Appointed as Additional Director

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Cessation Sr. No.

Name of Director Date of retirement/ Resignation

Reasons

1 Mr. S. Ramakrishnan January 27, 2010 Resignation 2 Mr. Francisco López Peña April 29, 2009 Resignation 3 Mr. Devendra Gupta November 17, 2008 Resignation 4 Mr. Raman Nanda April 4, 2008 Resignation 5 Mr. Satish Pradhan March 20, 2008 Resignation 6 Mr. Rajiv Dube February 27, 2008 Resignation 7 Mr. Atul Bansal August 28, 2007 Expressed desire not to be re-appointed at

the AGM held in August 2007 8 Mr. Rajiv Bakshi August 28, 2007 Term expired

Details of the Borrowing Powers Pursuant to the provisions of section 293(1) (d) of the Act, the Shareholders, at the AGM held on August 28, 2007, have authorized the Board of Directors of our Company to borrow a sum exceeding the aggregate of the paid-up capital and free reserves of our Company subject to a maximum limit of Rs. 3,000 million. Corporate Governance As on the date of filing the Draft Letter of Offer, there are five Directors on our Board with two of them being Independent Directors. We have formed an ‘Audit Committee’ and a ‘Shareholders Grievance and Compliance Committee’ in line with the Corporate Governance norms. The details of the ‘Audit Committee’ and the ‘Shareholders Grievance and Compliance Committee’ are as follows: Audit Committee The Company has framed an Audit Committee Charter which covers all the Audit Committee related requirements of the revised corporate governance code as well as the requirements of section 292A of the Companies Act, 1956. The Audit Committee comprises three members; two of them including the Chairman are Independent Directors. All the members have relevant finance and audit exposure. The Chairman of the committee is Mr. Ramesh A. Savoor. Mr. R. S. Thakur and Mr. Pradeep Mallick are the other members. The Audit Committee meetings are also attended by the CEO and the CFO as invitees. The representatives of Statutory Auditors and Internal Auditors are the permanent invitees to the Audit Committee meetings. The Secretary of the Company acts as the Secretary of the Audit Committee. The Chairman of the Audit Committee was present at the Annual General Meeting held on July 15, 2009.

Terms of Reference: The role of the Committee includes:

overseeing the Company’s financial reporting process and disclosure of financial information to ensure that the financial statement is correct, sufficient and credible;

reviewing annual and quarterly financial statements with management before submission to the

Board;

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reviewing the adequacy of internal control systems with management, external and internal auditors; and

reviewing the significant related party transactions and reviewing the Company’s financial risk and

management policies.

The Audit Committee met five times during the Fiscal 2009.

Shareholders Grievance and Compliance Committee

The Shareholders Grievance and Compliance Committee comprises of two Non-Executive Directors. Mr. Ramesh A. Savoor is the Chairman of the Committee and Mr. Rameshwar S. Thakur is the other member of the Committee.

Terms of Reference: The functioning and terms of reference of the Committee are as prescribed and in due compliance with the Listing Agreement with the Stock Exchanges and include:

to look into redressing of shareholder complaints like delay in transfer of shares, non-receipt of balance sheet, non-receipt of declared dividend etc.

to review the existing ‘Investor Redressal System’ and suggest measures for improvement

to suggest improvements in investor relations

to set forth the policies relating to and overseeing the implementation of the ‘Tata Code of Conduct

for Prevention of Insider Trading and Code of Corporate Disclosure Practices’.

Mr. Shailendra Dindore, Company Secretary is the Compliance Officer with respect to shareholders / investors related matters. The Company has not received any complaint from the shareholders during Fiscal 2009. The Company’s Equity Shares are compulsorily traded in dematerialized form. To expedite transfers in physical form, a committee of executives of the Company has been authorized to look into various matters like approving share transfers/transmissions, issue of new certificates in split/consolidation, etc. The Committee currently comprises of the following executives:

• Chief Executive Officer, Mr. Vijay Bijlani • Chief Financial Officer, Mr.; Rajendra Singhvi; and • Company Secretary, Mr. Shailendra Dindore

Equity Share transfers approved by the Committee are placed at the Board meeting from time to time. The Company attends to investor correspondence promptly. There are no pending Equity Share transfers as on March 31, 2009. The Committee met once during Fiscal 2009.

Other Committees

Remuneration Committee The Company constituted a ‘Remuneration Committee’ in order to comply with the amended provisions of Schedule XIII to the Companies Act, 1956. The remuneration of the CEO, designated as ‘Manager’ under section 269 of the Companies Act, 1956 is approved by the Remuneration Committee.

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The Remuneration Committee comprises of four members, of whom two are independent. Mr. Ramesh A. Savoor and Mr. Pradeep Mallick are independent Directors on the Committee. Mr. Alberto Moreno Conejo and Mr. Rameshwar S. Thakur are the other members of the Committee. The Terms of Reference of this committee include determination of compensation payable to the Managerial Person including revision thereof, appraisal of his performance and the determination of his incentive remuneration. Mr. S. Ramakrishnan, an Independent Director was also a member of this Committee. Mr. Ramakrishnan ceased to be a member of the Committee on his vacation of office of Director on January 27, 2010. We are currently in the process of inducting one more Independent Director in our Board of Directors and reconstituting the Remuneration Committee to comply with the requirement of three Independent Directors on the Remuneration Committee as per the provisions of Schedule XIII to the Companies Act, 1956. Finance Committee

The Finance Committee comprises of three Non-Executive Directors. Mr. R. A. Savoor is an independent Director on the Committee. Mr. Alberto Moreno Conejo and Mr. R. S. Thakur are the other members of the Committee.

Terms of Reference:

to authorize opening of bank accounts, specifying signatories to operate bank accounts and closing

of bank accounts;

to authorize borrowings up to a prescribed sum;

to authorize short term investments up to a prescribed sum;

to lay down the risk management policy for the Company and to set limits of liquidity and interest rate risks;

to monitor the implementation of Business and Operational Procedures; and

any other matter that the Board may consider from time to time.

The Committee met once during Fiscal 2009.

Rights Issue Committee The Rights Issue Committee comprises of three Non-Executive Directors. Mr. R. A. Savoor is an independent Director on the Committee. Mr. Alberto Moreno Conejo and Mr. R. S. Thakur are the other members of the Committee.

Terms of Reference:

finalise, settle, execute and deliver or arrange the delivery of the draft offering document (the draft

letter of offer), final letter of offer, abridged letter of offer and all other documents, deeds, agreements and instruments as may be required or desirable in connection with the Rights Issue of Securities by the Company.

fix the record date, opening and closing date for the Issue and any other dates proposed in the time

table, including extending the Issue period.

decide the mode and manner of allotment of Securities, if any, not subscribed and left/remaining after allotment of rights and additional Securities applied by the shareholders and renouncees.

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open a separate Bank Account in a suitable name and style with a scheduled Bank to receive applications along with application monies in respect of the Issue of the Securities of the Company.

open a Bank Account of the Company in a suitable name and style for the purpose of refund of the

excess application money.

open such number of Bank Accounts as may be required in connection with the Rights Issue of Securities.

do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or

desirable for such purpose, including without limitation, allocation and allotment of the shares as permissible in law, issue of share certificates in accordance with the relevant rules.

deal with all matters preceding and succeeding the Issue.

settle all questions, difficulties or doubts that may arise in regard to such issue or allotment as it

may, in its absolute discretion deem fit.

appoint an Underwriter to subscribe any unsubscribed shares in the Rights Issue and to fix the terms of the underwriting agreement.

The Committee was constituted on January 22, 2010.

The above facts clearly establish that our Company has complied with the requirements of Corporate Governance contained in the Equity Listing Agreements with BSE and NSE. Key Managerial Personnel The brief details of the key managerial personnel of our Company are as follows:

Name Age (years)

Designation Gross Remuneration paid for Fiscal

2009 (Rs. In Mn)

Qualification Month & Year of Joining

Previous Employment

Mr. Vijay Bijlani

52 years Chief Executive Officer

0.87 B. E. (Mech.), Post Graduation in Management Science and Post Graduate Diploma in Computer Science

December, 2008

Tata AutoComp Systems Limited

Mr. Sundarraman Iyer

54 years Head – Materials & Projects

1.59 B.E. (Mech.), M.B.A. February, 2007

Mungi Brothers Pvt. Ltd.

Mr. Sachanand Dakhneja

41 years Head – Engineering & Chakan Plant

1.86 B.E. (Mech.) September, 2006

Panse Group

Mr. Ramesh Vaidya

50 years Head – Tool Engineering

N. A.* B.E. (Mech.), Diploma in Tool Design, M.B.A (Finance)

June, 2009 Tata AutoComp Systems Limited

Mr. Mukund Joglekar

53 years Head – Human Resource &

Business Excellence

N. A.* B.A., M.P.M and Diploma in Business Management

May, 2009 Hindustan Motors Limited

Mr. 51 years Chief Financial N. A.* B.Com. (Hons.) and August, Tata AutoComp

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Name Age (years)

Designation Gross Remuneration paid for Fiscal

2009 (Rs. In Mn)

Qualification Month & Year of Joining

Previous Employment

Rajendra Singhvi

Officer A.C.A.

2009 Systems Limited.

Mr. C. M. Kulkarni

38 years Head-Sales & Business

Development

1.10 D.M.E., A.M.I.E. and D.B.M

August, 2002

Indo – Schottle Auto Parts Pvt. Limited

Mr. B. L. Gangakhedkar

53 years Head-Bhosari Plant

1.84 B.E. (Mech.) May, 2000 M/s Texmaco Parkasa Engineering, Indonesia

* joined our Company after Fiscal 2009 All the key managerial personnel are permanent employees of our Company and none of them are related to each other. The abovementioned remuneration of each of our key managerial personnel is as per the computation as required under section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975. Brief Profile of the Key Managerial Personnel Mr. Vijay Bijlani Mr. Vijay Bijlani is a B.E. (Mech.) and also holds a Post Graduate degree in Management Science and a Post Graduate Diploma in Computer Science from Pune University. He has been working with our Company since December 1, 2008. His work experience includes a rich diversity of assignments at Philips India. He has also worked with Onlyplastics.com Pvt. Ltd., Bangalore, and Moser Baer India Limited, Greater Noida. Prior to joining our Company, he was working with Tata AutoComp Systems Limited as Chief – Operational Effectiveness and Improvement. He has a total work experience of 31 years in manufacturing related business. Mr. Sundarraman Iyer Mr. Sundarraman Iyer is a B.E. (Mech.), an MBA and has around 25 years of experience in initiation, erection and commissioning of new projects. He has worked with Bajaj Auto Limited and Texmaco Limited, Indonesia. He has experience of commissioning forging, sheet metal plants in India as well as overseas. Prior to joining our Company, he was the Chief Executive of M/s. Mungi Brothers Private Limited. Mr. Iyer is heading the Projects and the Materials functions. Mr. Sachanand Dakhneja Mr. Sachanand Dakhneja is a B.E. (Mech.) from Pune University. He has around 19 years of experience in development of sheet metal and tubular assemblies for automobiles and has worked extensively in the area of engineering operations involving design and development, development of jigs, fixtures and production aids for machined & fabricated components and assemblies. Prior to joining our Company, he has worked in Bajaj Auto Limited for 13 years and with Panse Group of companies for 3 years. Mr. Ramesh Vaidya Mr. Ramesh Vaidya is a B.E. (Mech.) from Mysore University. He also holds a diploma in Tool Design from Government Tool Room and Training Centre and he is also an M.B.A in Finance from Bangalore University. He has around 26 years of experience. Prior to joining our Company, he was working with Tata AutoComp Systems Limited as a Vice President –TACO Tooling Business Unit (TTBU).

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Mr. Mukund Joglekar Mr. Mukund Joglekar holds is a B.A. from Pune University. He is also a Master of Personnel Management from Pune University and holds a Diploma in Business Management from Karve Institute, Pune. He has around 22 years of experience in the field of Human Resource Management. Prior to joining our Company, he was working with Hindustan Motors Limited. Mr. Rajendra Singhvi Mr. Rajendra Singhvi is a B.Com. (Hons.) from Calcutta University. He is also an Associate Member of the Institute of Chartered Accountants of India. He has around 26 years of experience in the field of Finance. Prior to joining our Company, he was working as Executive Vice President – Finance of Tata AutoComp Systems Ltd. Mr. C. M. Kulkarni Mr. C. M. Kulkarni holds a Diploma in Mechanical Engineering from Bombay Technical Education. He has also done a Diploma in Business Management from Shivaji University. He is also an Associate Member of Institute of Engineers, Calcutta. He has around 18 years of experience in the field of Sales and Business Development. Prior to joining our Company, he was working with Indo – Schottle Auto Parts Pvt. Ltd. Mr. B. L. Gangakhedkar Mr. B. L. Gangakhedkar is a B.E. (Mech.) from Aurangabad University. He has around 31 years of experience. Prior to joining our Company, he was working with M/s Texmaco Parkasa Engineering, Indonesia. Organization Structure The following schematic diagram shows our existing organization structure:

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Shareholding of Key Managerial Personnel in our Company None of our Key Managerial Personnel hold Equity Shares in our Company.

Interest of Key Managerial Personnel The Key Managerial Personnel of our Company do not have any interest in our Company other than to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of business. Bonus or Profit Sharing Plan for our Key Managerial Employees Our Company does not have any bonus or profit sharing plan for the employees (including key managerial personnel). Employee Stock Option Plan Our Company does not have any stock option plan or stock purchase scheme for the employees. Payment or Benefit to Officers of our Company (Non-Salary Related) No non-salary related amount or benefit has been paid or given within the two preceding years or intended to be given to any of the Directors or key managerial personnel. Remuneration The remuneration of each Key Managerial Personnel includes salary, special allowance, HRA, company’s contribution to provident fund and superannuation fund, leave travel concessions, reimbursement of medical expenses, performance based incentive remuneration and other perquisites as may be applicable in each case in terms of the rules of our Company. Changes in our Key Managerial Personnel during last three years (other than superannuation) Addition Sr. No. Name Designation Date of Appointment

1 Mr. Anshuman Dev Chief Operating Officer March 26, 2007 2 Mr. Prashant S Pande Head – Business Development April 21, 2008 3 Mr. Sundarraman Iyer Head – Projects February 23, 2007 4 Mr. Vijay Bijlani Chief Executive Officer December 1, 2008 5 Mr. Mukund Joglekar Head – Human Resources May 25, 2009 6 Mr. Ramesh Vaidya Head – Tool Engineering June 01, 2009 7 Mr. Rajendra Singhvi Chief Financial Officer August 01, 2009

Cessation Sr. No.

Name Designation Date of Resignation / Cessation of Office

1 Mr. Anshuman Dev Chief Operating Officer May 10, 2008 2 Mr. Sanjay Arora Head – Marketing & Materials July 28, 2008 3 Mr. Nagaraju Srirama Chief Executive Officer November 30, 2008 4 Mr. Prashant S Pande Head – Business Development March 31, 2009 5 Mr Parshuram G Date Chief Financial Officer May 31, 2009 6 Mr. Girish Shende Head – Human Resources June 30, 2009 7 Mr. Aditya Kumar Mishra Head – Business Excellence September 30, 2009

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OUR PROMOTERS

The Promoters of our Company are only bodies corporate viz. TACO and Gestamp. 1. Tata AutoComp Systems Limited (TACO) TACO was incorporated on October 17, 1995 under the Companies Act, 1956. The Corporate Identification No. U34100MH141995PLC093733 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of TACO is at Bombay House 24, Homi Mody Street, Fort, Mumbai 400 001. Currently, TACO is engaged in the business of manufacturing parts and components for automobiles. Shareholding Pattern Sr. No. Name of Shareholders No, of Shares held % shareholding

Equity Shares 1 Tata Industries Limited 6,92,45,153 34.40 2 Tata Motors Limited 5,23,33,170 26.00 3 Tata Capital Limited 4,83,07,333 24.00 4 Tata Sons Limited 2,86,75,598 14.25 5 Tata Investment Corporation Limited 27,20,054 1.35 6 Other Individuals 50 0.00

Total 20,12,81,358 100.00 Preference Shares

1 Tata Motors Limited 210,00,000 39.25 2 Tata Investment Corporation Limited 150,00,000 28.04 3 Rujuvalika Investments Limited 70,00,000 13.08 4 Tata Consultancy Services Limited 50,00,000 9.35 5 Other individuals 55,00,000 10.28

Total 5,35,00,000 100.00 Board of Directors The board of directors of TACO as on date comprises:

• Mr. R. Gopalakrishnan (Chairman) • Mr. Rameshwar Singh Thakur (Executive Director and Chief Operating Officer) • Mr. K. A. Chaukar • Mr. Praveen Kadle • Mr. Satish Pradhan • Mr. R. R. Bhinge

Audited Financial Information The brief audited financials of TACO for Fiscal 2009, Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn)

For the financial year ended Particulars March 31, 2009 March 31, 2008 March 31, 2007

Equity Share Capital* 2,013 1,677 1,677Preference Share Capital 535 700 700Reserves (excluding revaluation reserves) (939) 1,281 929Income from Sales and Services 6,594 5,016 4,143

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Total Income 7,503 5,426 4,416Profit/(Loss) After Tax (1,925) 409 315Earning Per Share (EPS) (Rs.) – Basic & Diluted (11) 2 2Net Asset Value** (NAV) (Rs. per share) 5.34 17.64 15.54 *Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses TACO has not made any public issue in the last three years and there has been no change in the capital structure of the company in the last six months. TACO has issued and allotted 33,546,842 Equity Shares on Rights basis to its existing shareholder on February 3, 2009. There has been no change in the control or management of TACO. TACO has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. However during the financial year ended March 31, 2009 the Net worth of TACO had eroded to the extent of 50% of the peak net worth, thereby mandating intimation under Section 23 of SICA to Board for Industrial & Financial Reconstruction (BIFR), as a potentially sick company. Further, TACO has confirmed that it has not been declared as a willful defaulter by the RBI or any other governmental authority and there are no violations of securities laws committed by it in the past or are pending against it. We confirm that the PAN, bank account number and the registration number of TACO and the address of the Registrar of Companies where TACO is registered have been submitted to the Stock Exchanges where our Equity Shares are proposed to be listed at the time of filing the Draft Letter of Offer. Companies with which TACO has disassociated in the last three years Except as stated herein below, TACO has not disassociated itself with any company in the last three years: Name of the Company: Tata Yutaka AutoComp Limited Date of Disassociation: August 9, 2006 Reason of Disassociation: Termination of joint venture Name of the Company: Technical Stampings Automotive Limited Date of Disassociation: December 8, 2008 Reason of Disassociation: Termination of joint venture Name of the Company: TACO Faurecia Design Center Private Limited Date of Disassociation: November 23, 2009 Reason of Disassociation: Termination of joint venture Name of the Company: Pirangut Springs Limited Date of Disassociation: December 23, 2009 Reason of Disassociation: Termination of joint venture Name of the Company: Knorr Bremse Systems for Commercial Vehicles India Private Limited Date of Disassociation: January 21, 2010 Reason of Disassociation: Termination of joint venture and divestment Name of the Company: Tata Visteon Automotive Private Limited Date of Disassociation: November 17, 2009

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Reason of Disassociation: Termination of joint venture (Note: However, TACO continues to hold 1% stake which would be liquidated by April, 2011 under a Call and

Put Option available) Name of the Company: TACO Visteon Engineering Private Limited Date of Disassociation: November 17, 2009 Reason of Disassociation: Termination of joint venture and divestment Interests of TACO in our Company In addition to the shareholding interest as a Promoter, TACO has other interests in our Company including:

a) Fees paid to it for services received by us in terms of Administrative Support Agreement dated March 30, 2009

b) Dividend payable on preference shares held by TACO in our Company c) Purchase & sale of goods & assets

For further details on the above, please refer to “Related Party Transactions” on page no. 118 & “Other Agreements” on page no. 70 of this Draft Letter of Offer. Payment or Benefit to TACO Except as stated in “Related Party Transactions” on page no. 118 of this Draft Letter of Offer, our Company has not paid any amount or benefit to TACO within two years preceding the date of filing of this Draft Letter of Offer. Promise versus Performance No public issue of any securities of TACO has been made in the last three years. No Defaults

There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TACO.

2. Gestamp Servicios, S. L. (“Gestamp”) Gestamp was incorporated on March 5, 1999 under the laws of Spain. The registered office of Gestamp is 16, Alfonso, XII Street, Madrid Spain - 28014. Gestamp is into the business of sheet metal stamping and assembling and it also provides technical support and other services in terms of sales and administration to companies in the Gestamp group. In addition to this, it also acts as a holding company for certain metallurgical companies which manufacture metallic parts for the automotive sector. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Gestamp Automoción, S.L. 166,612 99.99% Gestamp Toledo, S.L. 1 00.01% Total 166,613 100.00% Board of directors The board of directors of Gestamp as on date comprises:

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• Mr. Francisco José Riberas Mera (sole Director) Audited Financial Information The brief audited financials of Gestamp for the years ending December 31, 2008, December 31, 2007 and December 31, 2006 are given below:

(Rs. in Mn)

For the financial year ended Particulars December 2008 December 2007 December 2006

Equity Share Capital 60.74 60.74 60.74 Reserves (excluding revaluation reserve) (355.56) 77.79 540.97 Sales 26,625.48 30,455.01 22,077.27 Total Income 27,950.44 31,458.47 22,130.76 Profit/(Loss) After Tax (713.15) 354.38 353.12 Earning Per Share (EPS) (Rs.) – Basic and Diluted not meaningful 2126.98 2119.42 Net Asset Value (per share) (Rs.) (1769.47) 831.46 3611.42 Note: Conversion rate as on March 31, 2010: 1 Euro = 60.56 INR (Source: RBI’ website) Gestamp has not made any public or rights issue in the last three years and there has been no change in the capital structure of the company in the last six months. There has been no change in the control or management of Gestamp. We confirm that the Tax Identification No. / VAT Number, bank account number, the registration details along with the address of the Commercial Registrar of Madrid have been submitted to the Stock Exchanges where our Equity Shares are proposed to be listed at the time of filing the Draft Letter of Offer. Companies with which Gestamp has disassociated in the last three years Except as stated herein below, Gestamp has not disassociated itself with any company in the last three years: Name of the Company: Gestamp 2001, S.L. Date of Disassociation: November 14, 2007 Reason of Disassociation: Business Restructuring Name of the Company: Gestamp North America, Inc. Date of Disassociation: December 31, 2008 Reason of Disassociation: Business Restructuring Name of the Company: EDSCHA Holding GmbH (f/k/a Central & Eastern Europe Gestamp GmbH) Date of Disassociation: October 20, 2009 Reason of Disassociation: Business Restructuring Interests of Gestamp in our Company In addition to the shareholding interest as a Promoter, Gestamp has other financial interests in our Company including the dividend payable on equity shares of our Company and technical assistance fees paid to Estampaciones Metalicas Vizcaya SA, Spain, an associate company of Gestamp. For further details on the above, please refer to “Related Party Transactions” on page no. 118 & “Other Agreements” on page no. 70 of this Draft Letter of Offer.

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Payment or Benefit to Gestamp Except as stated in “Related Party Transactions” on page no. 118 of this Draft Letter of Offer, our Company has not paid any amount or benefit to Gestamp within two years preceding the date of filing of this Draft Letter of Offer. Promise versus Performance No public issue or rights issue has been made in the last three years. No Defaults There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against Gestamp. Common Pursuit NIL Contingent liabilities not provided NIL

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OUR GROUP COMPANIES 1. Tata Toyo Radiator Limited (TTRL) TTRL was incorporated on August 18, 1997 under the Companies Act, 1956. The Corporate Identification No. U99999PN19997PLC110139 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of TTRL is at Survey No. 235/245 Village, Hinjewadi, Taluka, Mulshi, Pune 411 027. Currently, TTRL is engaged in the business of manufacturing and dealing in parts and components for automobiles viz Radiator, Intercooler, Heater core. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Tata AutoComp Systems Limited (TACO) 16,319,400 51.00% TRad Company Ltd, Japan 12,880,000 40.25% Mitsubishi Corporation Unimetals Limited, Japan 2,80,000 8.75%

TACO jointly with Mr. Rajendra Singhvi 300 -- TACO jointly with Mr. Noshir Driver 100 -- TACO jointly with Mr. R.R. Shastri 100 -- TACO jointly with Mr. R.S. Thakur 100 -- Total 32,000,000 100.00% Board of Directors The board of directors of TTRL as on date comprises:

• Mr. Praveen Purshottam Kadle • Mr. Atam Prakash Arya • Mr. Arvind Hari Goel • Mr. Ashutosh Tyagi • Mr. Yasutomo Nakaie • Mr. Kota Shimada • Mr. Seisuke Sumimito

Audited Financial Information The brief audited financials of TTRL for Fiscal 2009, Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn)

For the year ended Particulars March 31,

2009 March 31,

2008 March 31,

2007 Equity Share Capital* 320.00 320.00 320.00 Reserves (excluding revaluation reserves) 350.93 307.37 256.53 Sales/Income (excluding other income) 3,122.94 3,321.08 3,085.57 Profit/(Loss) After Tax 193.32 200.99 122.18 Earning Per Share (EPS) (Rs.) – Basic & Diluted 6.04 6.28 3.82 Net Asset Value**(NAV) (Rs. per share) 20.97 19.61 18.02

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*Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TTRL are not listed on any stock exchange. TTRL has not made any public or rights issue in the last three years. TTRL has not become a sick industrial company within the meaning of SICA and is not under winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TTRL. Common Pursuit There are no common pursuits between TTRL and our Company and therefore, there are no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TTRL & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TTRL in our Company There are no business interests of TTRL in our Company, except stated in “Related Party Transactions” on page no. 118 of this Draft Letter of Offer.

2. Tata Johnson Controls Automotive Limited (TJCL) Tata Johnson Controls Automotive Limited (TJCL) was incorporated on January 5, 1996 under the Companies Act, 1956. The Corporate Identification No. U34300PN1996PLC015038 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of TJCL is at Plot No. 1, S No. 235/245, Hinjewadi, Tal. Mulshi, Pune - 411 057. Currently, TJCL is engaged in the business of manufacturing and dealing in components for automobiles. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Tata AutoComp Systems Limited (TACO) 6,349,700 50.00% TACO jointly with Mr. Dilip S. Pendse 150 -- TACO jointly with Mr. Devender S. Gupta 50 -- TACO jointly with Mr. Noshir Driver 50 -- TACO jointly with Mr. Amitabha Mukhopadhyay 25 -- TACO jointly with Mr. Rajendra Singhvi 25 -- Johnson Controls International BV, Netherlands 6,350,000 50.00% Total 12,700,000 100.00%

Board of Directors

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The board of directors of TJCL as on date comprises:

• Mr. Rameshwar Singh Thakur • Mr. Ajay Tandon • Mr. Kulbhushan Girotra • Mr. Chetan Prafull Tolia • Mr. Rajendra Ramdas Bhinge • Mr. Juergen Kemper • Mr. James Donnachie • Mr. Terence Stuart Bloomer • Mr. Mark Stevens • Mr. Matthais Treier

Audited Financial Information The brief audited financials of TJCL for Fiscal 2009, Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn) For the year ended Particulars

March 31, 2009 March 31, 2008 March 31, 2007

Equity Share Capital* 127.00 127.00 127.00 Reserves (excluding revaluation reserves) 266.06 139.66 73.40 Sales and Income from Services 4,757.75 4,347.62 4,073.21 Profit / (Loss) After Tax 254.34 207.05 140.39 Earning Per Share (EPS) (Rs.) – Basic & Diluted 19.78 15.75 11.05 Net Asset Value** (NAV) (Rs. per share) 30.94 21.00 15.78

*Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TJCL are not listed on any stock exchange. TJCL has not made any public or rights issue in the last three years. TJCL has not become a sick industrial company within the meaning of SICA and is not under winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TJCL. Common Pursuit There are no common pursuits between TJCL and our Company and therefore, there are no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TJCL & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company.

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Interests of TJCL in our Company There are no business interests of TJCL in our Company. 3. Automotive Composite Systems (International) Limited (ACSI) Automotive Composite Systems (International) Limited (ACSI) was incorporated on February 4, 2000 under the Companies Act, 1956. The Corporate Identification No. U34300PN2000PLC015253 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of ACSI is at TACO House, Damle Path, Off Law College Road, Pune - 411 004. Currently, ACSI is engaged in the business of dealing in moulded composite products. Equity Shareholding Pattern

Name of the Shareholder No. of equity shares held % shareholding Tata AutoComp Systems Limited (TACO) 14,881,202 99.99 TACO Jt. Mr. Rajiv Dhar 228 0.00 TACO Jt. Mr. Noshir Driver 228 0.00 TACO Jt. Mr. R. S. Thakur 341 0.00 TACO Jt. Mr. Rajyadhaksha 228 0.00 TACO Jt. Mr. Amitabha Mukhopadhyay 191 0.00 TACO Jt. with Mr. Ajay Nagle 150 0.00 Total 14,882,568 100.00%

Board of Directors The board of directors of ACSI as on date comprises:

• Mr. Rameshwar S. Thakur • Mr. Sunil Sinha • Mr. Arvind Hari Goel

Audited Financial Information The brief audited financials of ACSI for Fiscal 2009, Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn)

For the financial year ended Particulars March 31, 2009 March 31, 2008 March 31, 2007

Equity Share Capital* 124.83 124.83 54.83Preference Share Capital 104.00 24.00 24.00Accumulated Losses (282.28) (186.17) -Reserves (excluding revaluation reserves) - 1.46 23.56Sales/Income (excluding other income) 683.00 666.85 483.63Profit/(Loss) After Tax (96.11) (209.73) 29.11Earning Per Share (EPS) (Rs.) – Basic & Diluted (7.87) (29.26) 4.95Net Asset Value** (NAV) (Rs. per share) (12.61) (4.79) 14.30 *Equity Share with face value of Rs. 10 each

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** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of ACSI are not listed on any stock exchange. ACSI has not made any public issue in the last three years. ACSI has issued and allotted 70,00,000 equity shares and 24, 00,000 equity shares on rights basis to its existing shareholders on December 27, 2007 and January 22, 2010 respectively. ACSI has issued and allotted 80,00,000 0.1% Cumulative Redeemable Preference Shares of Rs.10 each on February 1, 2009. ACSI has on October 4, 2008 filed a Reference to the Board for Industrial and Financial Reconstruction (BIFR) informing that ACSI has become a sick industrial company under SICA. For the year ended 31st March 2009, the following comment has been made by the Statutory Auditors regarding defaults in meeting statutory dues to Banks / Financial Institution dues Based on our Audit procedures and on the information and explanations given by the management of ACSI, ACSI has not defaulted in repayment of dues to Banks and Financial Institutions except as below:

Name of Bank / Financial Institution

Amount of Installment

Due Date For Payment

Actual Date of Payment

Indian Bank – Term Loan III Rs 1,300,000 March 31, 2009 Not yet paid* Exim Bank Rs 3,125,000 May 27, 2008 July 7, 2008 EXIM Bank Rs 3,125,000 November 27, 2008 November 28, 2008

*Repayment is rescheduled to March 31, 2010 There are no dues to Debenture holders. No proceedings have been initiated for economic offences against ACSI. Common Pursuit There are no common pursuits between ACSI and our Company and therefore, there are no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between ACSI & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of ACSI in our Company There are no business interests of ACSI in our Company. 4. Tata AutoComp Mobility Telematics Limited (TMTL) Tata AutoComp Mobility Telematics Limited (TMTL) was incorporated on February 25, 2005 under the Companies Act, 1956. The Corporate Identification No. U32109PN2005PLC020334 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of TMTL is at TACO House, Damle Path, Off Law College Road, Erandwane, Pune 411 004. Currently, TMTL is engaged in the business of designing, sourcing, marketing, supply and service of end to end

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telematics products and solutions including Vehicle Tracking Systems, its hardware, software and components allied thereof. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Tata AutoComp Systems Limited (TACO) 18,279,994 99.99% TACO jointly with Mr. Amitabha Mukhopadhyay 1 0.00% TACO jointly with Mr. Noshir Jal Driver 1 0.00% TACO jointly with Mr. Jayesh A Parekh 1 0.00% TACO jointly with Mr. Rajendra Singhvi 1 0.00% TACO jointly with Mr. Ajay Tandon 1 0.00% TACO jointly with Mr. Ajay Nagle 1 0.00% Total 18,280,000 100.00% Board of Directors The board of directors of TMTL as on date comprises:

• Mr. Ashutosh Tyagi • Mr. Ajay Tandon • Mr. Gajendra Chandel

Audited Financial Information: The brief audited financials of TMTL for Fiscal 2009, Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn) For the period Particulars

March 31, 2009 March 31, 2008 March 31, 2007

Equity Share Capital* 182.8 50.00 50.00 Share Application Money*** - 86.95 - Accumulated Losses (176.34) (144.49) (85.36) Sales/Income (excluding other income) 44.39 83.79 52.01 Profit/(Loss) After Tax (31.85) (59.13) (42.43) Earning Per Share (EPS) (Rs.) (2.24) (11.83) (8.49) Earning Per Share (EPS) (Rs.) – Diluted (2.24) (7.99) (8.49) Net Asset Value** (NAV) (Rs. per share) 0.35 (18.90) (7.07) *Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses *** Share application Money has not been considered in Net Worth for NAV calculation in the Draft Letter of Offer The equity shares of TMTL are not listed on any stock exchange. TMTL has not made any public issue since incorporation.

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TMTL has made a preferential allotment of 80,00,000 equity shares, 41,30,000 equity shares and 11,50,000 equity shares on April 29, 2008, December 29, 2008 and March 26, 2009 respectively. TMTL has not become a sick industrial company within the meaning of SICA and is not under winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TMTL. Common Pursuit There are no common pursuits between TMTL and our Company and therefore, there are no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TMTL & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TMTL in our Company There are no business interests of TMTL in our Company. 5. TACO Hendricksons Suspensions Private Limited (THSPL) TACO Hendricksons Suspensions Private Limited (THSPL) was incorporated on June 23, 2006 under the Companies Act, 1956. The Corporate Identification No. U29130PN2006PTC128649 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of THSPL is at TACO House, Damle Path, Off Law College Road, Erandwane, Pune 411 004. Currently, THSPL is engaged in the business of manufacturing and dealing in commercial vehicle axles and suspension systems for heavy vehicles. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Tata AutoComp Systems Limited (TACO) 6,210,000 50.00% Hendrickson Investments Asia 6,210,000 50.00% Total 12,420,000 100.00% Board of Directors The board of directors of THSPL as on date comprises:

• Mr. Rajiv Bakshi • Mr. Gajendra Chandel • Mr. Sunil Kumar Sinha • Mr. Michael Jesse Keeler • Mr. John Kelleher • Mr. Mathew Joy

Audited Financial Information The brief audited financials of THSPL for Fiscal 2009, Fiscal 2008 and the period from June 23, 2006 to March 31, 2007 are given below:

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(Rs. in Mn)

Particulars For the year ended March

31, 2009

For the year ended March 31, 2008

Period from June 23, 2006 to March 31, 2007

Equity Share Capital* 124.20 124.20 90.10 Accumulated Losses (94.04) (55.77) (44.40) Sales/Income (excluding other income) 428.77 325.95 4.98 Profit/(Loss) After Tax (38.14) (11.37) (44.40) Earning Per Share (EPS) (Rs.)- Basic & Diluted (3.08) (0.94) (19.57) Net Asset Value** (NAV) (Rs. per share) 2.43 5.51 5.07 *equity share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of THSPL are not listed on any stock exchange. THSPL has not made any public issue since incorporation. THSPL has allotted 34,10,000 equity shares to its existing shareholders on June 14, 2007. THSPL has not become a sick industrial company within the meaning of SICA and is not under winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against THSPL. Common Pursuit There are no common pursuits between THSPL and our Company and therefore, there are no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between THSPL & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of THSPL in our Company There are no business interests of THSPL in our Company. 6. Tata AutoComp GY Batteries Limited (TGY BATTERIES) Tata AutoComp GY Batteries Limited (TGY BATTERIES) was as a private company incorporated on October 10, 2005 under the Companies Act, 1956. The Corporate Identification No U31300PN2005PLC021394 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. TGY BATTERIES was converted from private company to public company w.e.f. January 22, 2009. The Registered Office of TGY BATTERIES is at TACO House, Damle Path, Off Law College Road, Erandwane, Pune 411 004. Currently, TGY BATTERIES is engaged in the business of manufacturing and dealing in lead acid batteries for vehicles. Shareholding Pattern

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Name of the Shareholder No. of equity shares held

% shareholding

Tata AutoComp Systems Limited (TACO) and TACO jointly with five others

64,750,000 50.00%

GS Yuasa International Ltd. 64,750,000 50.00% Total 129,500,000 100.00% Board of Directors The board of directors of TGY BATTERIES as on date comprises:

• Mr. Rameshwar Singh Thakur • Mr. Ashutosh Tyagi • Mr. Satish Pradhan • Mr. Hemant Prabhakar Mohgaonkar • Mr. Hiroharu Nakano • Mr. Taiichiro Kato • Mr. Toru Bomoto • Mr. Noboru Kitamura

Audited Financial Information The brief audited financials of TGY BATTERIES for Fiscal 2009, Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn) For the year ended Particulars

March 31, 2009 March 31, 2008 March 31, 2007 Equity Share Capital* 875.00 505.00 425.00Preference Share Capital 140.00 140.00 -Accumulated Losses (859.31) (492.61) (153.62)Sales/ Income (excluding other income) 1,019.07 525.86 32.90Profit/(Loss) After Tax (366.69) (338.98) (138.74)Earning Per Share (EPS) (Rs.) - Basic & Diluted (6.01) (7.56) (4.61)Net Asset Value** (NAV) (Rs. per share) 0.18 0.25 6.39 *equity share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TGY BATTERIES are not listed on any stock exchange. TGY BATTERIES has made right issue of 80,00,000 equity shares, 1,20,00,000 equity shares, 2,50,00,000 equity shares and 2,80,00,000 equity shares on November 16, 2007, August 6, 2008, January 19, 2009 and July 28, 2009 respectively to its existing shareholders. TGY BATTERIES has also converted its 1,40,00,000 preference shares into equity shares on July 6, 2009. TGY BATTERIES has not become a sick industrial company within the meaning of SICA and is not under winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TGY BATTERIES.

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Common Pursuit There are no common pursuits between TGY BATTERIES and our Company and therefore, there are no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TGY BATTERIES & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TGY BATTERIES in our Company There are no business interests of TGY BATTERIES in our Company. 7. TACO Sasken Automotive Electronics Limited (TSAE) TACO Sasken Automotive Electronics Limited (TSAE) was incorporated on January 24, 2007 under the Companies Act, 1956. The Corporate Identification No. U32109PN2007PLC129527 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. TSAE was converted from private company to public company w.e.f. August 27, 2008. The registered office of TSAE is at TACO House, V.G. Damle Path, Off Law College Road, Erandwane, Pune 411 004. Currently, TSAE is engaged in the business of dealing in electronic products for automotive applications. Shareholding Pattern Name of the shareholder No. of equity shares held % shareholding Tata AutoComp Systems Ltd. (TACO) 5,071,826 50.00 Sasken Communication Technologies Ltd. (SCTL) 5,071,925 50.00 TACO jointly with Mr. R S Thakur 100 0.00 TACO jointly with Mr. Amitabha Mukhopadhyay 100 0.00 TACO jointly with Mr. Rajendra Singhvi 100 0.00 SCLT jointly with Mr. Rajiv Mody 100 0.00 SCLT jointly with Mr. Venkatesh G 100 0.00 Total 10,144,251 100.00 Board of Directors The board of directors of TSAE as on date comprises:

• Mr. R. S. Thakur • Mr. Madhukar Dev • Mr. Hemant Mohgaonkar • Mr. Rajiv C. Modi • Mr. G. Venkatesh • Ms. Neeta Revankar

Audited Financial Information The brief audited financials of TSAE for Fiscal 2009, Fiscal 2008 and for the period from January 24, 2006 to March 31, 2007 is given below:

(Rs. in Mn) Particulars For the year For the year Period from

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ended ended 31-Mar-09 31-Mar-08 January 24,

2006 to March 31, 2007

Equity Share Capital* 101.44 74.44 3.44 Preference Share Capital 26.00 - - Share Application Money 21.00 - - Accumulated Losses (142.73) (62.21) (11.71) Sales/Income (excluding other income) 7.25 1.12 - Profit / (Loss) After Tax (80.52) (50.50) (11.71) Earning Per Share (EPS) (Rs.) – Basic & Diluted (8.35) (15.97) (34.00) Net Asset Value** (NAV) (Rs. per share) (0.41) 1.64 (24.32) *Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TSAE are not listed on any stock exchange. TSAE has not made any public issue since incorporation. TSAE has allotted following equity shares on rights basis to its existing shareholders – Sr. No. Date of Allotment No of Equity Shares

1. February 17, 2007 50,000 2. February 23, 2007 244,250 3. February 23, 2007 50,000 4. September 20, 2007 1,200,000 5. December 4, 2007 3,300,001 6. February13,2008 1,000,000 7. March 31, 2008 1,600,000 8. May 07,2008 1,400,000 9. July 11,2008 1,300,000

TSAE has not become a sick industrial company within the meaning of SICA and is not under winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TSAE. Common Pursuit There are no common pursuits between TSAE and our Company and therefore, there are no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TSAE & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TSAE in our Company There are no business interests of TSAE in our Company.

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8. Tata Yazaki AutoComp Limited (TYAL) Tata Yazaki Autocomp Limited (TYAL) was incorporated on October 6, 1997 under the Companies Act, 1956. The Corporate Identification No. U34300PN1997PLC015436 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of TYAL is at Gate No. 93, Survey No. 166, High Cliff, Industrial Estate, Wagholi - Rahu Road, Kesnand, Pune - 412 207. Currently, TYAL is engaged in the business of manufacturing and dealing in all types of automotive wire harnesses and components. Shareholding Pattern

Name of the Shareholder No. of equity shares held % shareholding Tata AutoComp Systems Limited (TACO) 39,999,500 50.00% Yazaki Corporation 40,000,000 50.00% TACO jointly with Mr. Rajendra Singhvi 150 0.00% TACO jointly with Mr. Amitabha Mukhopadhyay 50 0.00% TACO jointly with Mr. R. R. Shastri 100 0.00% TACO jointly with Mr. Noshir Driver 50 0.00% TACO jointly with Mr. R. S. Thakur 150 0.00% Total 80,000,000 100.00%

Board of Directors The board of directors of TYAL as on date comprises:

• Mr. R.S. Thakur • Mr. Amitabha Mukhopadhyay • Mr. Kishor Anant Chaukar • Mr. Ashok Keshav Joshi • Mr. Rajiv Bakshi • Mr. Dietrich Ehrmanntraut • Mr. Masashi Yamashita • Mr. Kazuhiko Fukukawa • Mr. Mitsugu Watanabe • Mr. Takashi Goukon

Audited Financial Information The brief audited financials of TYAL for Fiscal 2009, Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn) For the year ended Particulars

March 31, 2009 March 31, 2008 March 31, 2007Equity Share Capital* 702.00 630.00 630.00Share Application Money 49.00 - -Preference Share Capital 23.00 23.00 23.00Accumulated Losses (685.83) (487.03) (429.42)Sales/Income (excluding other income) 2,252.99 2,539.90 2,418.05Profit/(Loss) After Tax (198.80) (57.61) (26.64)Earning Per Share (EPS) (Rs.) – Basic & Diluted (2.88) (0.91) (0.46)

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For the year ended Particulars March 31, 2009 March 31, 2008 March 31, 2007

Net Asset Value** (NAV) (Rs. per share) 0.23 2.27 3.18 *Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TYAL are not listed on any stock exchange. TYAL has not made any public issue in the last three years. TYAL has issued and allotted 72,00,000 equity shares and 98,00,000 equity shares on rights basis to its existing shareholders on May 23, 2008 and June 22, 2009 respectively. TYAL informed BIFR on November 27, 2009 that TYAL became potentially sick under the provisions of section 23 of SICA. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TYAL. Common Pursuit There are no common pursuits between TYAL and our Company and therefore, there are no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TYAL & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TYAL in our Company There are no business interests of TYAL in our Company. 9. Tata Ficosa Automotive Systems Limited (TFASL) Tata Ficosa Automotive Systems Limited (TFASL) was incorporated on January 14, 1998 under the Companies Act, 1956. The Corporate Identification No. U74999MH1998PLC112992 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of TFASL is at Survey no. 235/245, Hinjewadi, Tal. Mulshi, Pune -411 027. Currently, TFASL is engaged in the business of manufacturing parts of cables and transmission systems including shifters and locking devices, interior and exterior rear view mirrors, sun visors, Interior consoles handles and hooks, for all types of automotive vehicles whether propelled or assisted by means of petrol, diesel oil, motor spirit, gas, steam, electrical, animal or other power and usable on land, sea or air. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Tata AutoComp Systems Limited (TACO) 16,709,400 50.00% Ficosa International S.A. 16,710,000 50.00% TACO jointly with Mr. Ajay Sharma 300 0.00%

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Name of the shareholder No. of equity shares held % shareholding TACO jointly with Mr. Noshir Driver 100 0.00% TACO jointly with Mr. R. R. Shastri 100 0.00% TACO jointly with Mr. T. A. Ramkumar 50 0.00% TACO jointly with Mr. Raman Nanda 50 0.00% Total 33,420,000 100.00% Board of Directors The board of directors of TFASL as on date comprises:

• Mr. Ajay Tandon • Mr. Piyush Nagar • Mr. Ajay Nagle • Mr. Francisco Javier Pujol • Mr. Jose Maria Tarrago • Mr. Jose Maria Serra

Audited Financial Information The brief audited financials of TFSAL for Fiscal 2009, Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn) For the year ended

Particulars

March 31, 2009

March 31, 2008

March 31, 2007

Equity Share Capital* 298.20 214.00 94.00Accumulated Losses (247.61) (129.09) (7.94)Sales/Income (excluding other income) 723.80 773.28 702.12Profit / (Loss) After Tax (125.72) (121.15) (28.78)Earning Per Share (EPS) (Rs.) – Basic & Diluted (5.42) (12.41) (3.06)Net Asset Value** (NAV) (Rs. per share) 1.70 3.97 9.16 *Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TFASL are not listed on any stock exchange. TFASL has not made any public issue in the last three years. TFASL has issued and allotted 120,00,000 equity shares, 26,00,000 equity shares and 58,20,000 equity shares on rights basis to its existing shareholders on March 20, 2008, February 27, 2009 and March 17, 2009 respectively. TFASL has become a sick industrial company within the meaning of SICA and is not under winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TFASL. Common Pursuit There are no common pursuits between TFASL and our Company and therefore, there are no business transactions related to common pursuits.

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Sale or purchase between group companies There are no sales or purchases between TFASL & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TFASL in our Company There are no business interests of TFASL in our Company. 10. Tata Nifco Fasteners Limited (TNFL) (Under liquidation) Tata Nifco Fasteners Limited (TNFL) was incorporated on November 28, 1997 under the Companies Act, 1956. The Corporate Identification No. U28991PN1997PLC014477 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of TNFL is at Beck House, 1st Floor, Damle Path, Off Law College Road, Erandawane, Pune 411 004. TNFL was engaged in the business of manufacturing all types of fasteners for automobiles. Shareholding Pattern

Name of the shareholder No. of equity shares held

% shareholding

Tata AutoComp Systems Limited 999,500 49.98%Tata AutoComp Systems Limited jointly with Mr. S.H. Rajayadhyaksha 200 0.01%Tata AutoComp Systems Limited jointly with Mr. T. A. Ramkumar 100 0.01%Tata AutoComp Systems Limited jointly with Mr. Noshir Driver 50 0.00%Tata AutoComp Systems Limited jointly with Mr. Rajiv Dhar 50 0.00%Tata AutoComp Systems Limited jointly with Mr. Jeevan Mahaldar 100 0.01%NIFCO Inc. 1,000,000 50.00%Total 2,000,000 100.00% As on date, out of the above, an amount of Rs. 50 lacs has been paid to each of the shareholders as surplus towards the repayment of share capital in the process of voluntary winding up of TNFL. Board of Directors Pursuant to the Resolution dated October 26, 2006 passed by the members of TNFL, TNFL has decided to voluntarily wind up under the provisions of the Act on account of suspension of the business since last several years. Accordingly, TNFL has discharged all its directors on its board. TNFL has appointed Mr. Mahesh Athavale as a liquidator of TNFL. Accordingly, the powers of the board of directors of TNFL stand vested with the liquidator. Audited Financial Information The brief audited financials of TNFL for Fiscal 2009, Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn) For the year ended Particulars

March 31, 2009 March 31, 2008 March 31, 2007 Equity Share Capital* 11.00 11.00 20.00Accumulated Losses (9.65) (9.58) (9.53)

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For the year ended Particulars

March 31, 2009 March 31, 2008 March 31, 2007 Interest Income 0.025 0.07 0.42Profit / (Loss) After Tax 0.09 (0.05) 0.16Earning Per Share (EPS) (Rs.) - Basic & Diluted 0.01 (0.05) 0.08Net Asset Value** (NAV) (Rs. per share) 0.67 1.29 5.24 *Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TNFL are not listed on stock exchange. TNFL has not made any public or rights issue in the last three years. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TNFL. Common Pursuit There are no common pursuits between TNFL and our Company and therefore, there are no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TNFL & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TNFL in our Company There are no business interests of TNFL in our Company. 11. TACO Holdings (Mauritius) Limited (TACO Holdings) TACO Holdings (Mauritius) Limited was incorporated on 4 August 2005 with Business Registration No. C06057803. The registered office of TACO Holdings (Mauritius) Limited at C/o International Financial Services Limited , IFS Court, TwentyEight, Cybercity, Ebene, Mauritius. TACO Holdings is an Investment holding company. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Tata AutoComp Systems Limited (TACO) 23,195,560 100.00% Total 23,195,560 100.00%

Board of Directors The board of directors of TACO Holdings as on date comprises:

• Mr. Rajiv Bakshi • Mr. Couldip Basanta Lala

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Audited Financial Information The brief audited financials of TACO Holdings for Fiscal 2009, Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn) For the year ended Particulars

March 31, 2009 March 31, 2008

March 31, 2007

Equity Capital 1404.72 713.58 212.26Share application Money - 154.14 166.54Reserves (excluding revaluation reserves) and Surplus (1048.77) 7.69 3.33Sales/Income (excluding other income) 0.05 5.77 5.31Profit / (Loss) After Tax (1056.46) 4.37 3.84Earnings Per Share (EPS) (Rs.) – Basic & Diluted (45.54) 0.36 1.09* Net Asset Value (NAV) (Rs. per share) 15.32 74.31 109.01 Note: Conversion rate as on March 31, 2010: 1 Euro = 60.56 INR (Source: RBI’ website) The equity shares of TACO Holdings are not listed on any stock exchange. TACO Holdings has not made any public or rights issue in the last three years. TACO Holdings has issued and allotted 1,96,90,659 equity shares on July 31, 2007, March 26, 2008, November 13, 2008, January 5, 2009 and March 26, 2009 to its existing shareholder. TACO Holdings is not under winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TACO Holdings. Common Pursuit There are no common pursuits between TACO Holdings and our Company and therefore, there are no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TACO Holdings & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TACO Holdings in our Company There are no business interests of TACO Holdings in our Company. 12. GESTAMP CARTERA DE MÉXICO, S.A. de C.V. (GCD MEXICO) GCD MEXICO was incorporated on March 8, 2004. The registered office of GCD MEXICO is at Mexico D.F., Mexico. Currently, GCD MEXICO is engaged in the business of inter alia, promotion, constitution, organization, exploitation, acquisition of stock in the capital and in the estate of companies of any kind, such as but not limited to commercial, civil, services, and/or industrial companies and/or industrial associations, both national and foreign; the purchase and sale of securities, both national and foreign, directly and without intermediary, with the objective of direct, administer, and deal such securities; and the direct provision of technological and assessment

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services to its affiliate companies. The corporate identity number of GCD MEXICO is GCM040308CT7. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Gestamp Servicios, S.L. 1,020,808,225 64.96% Gestamp Automoción, S.L. 1 0.01% COFIDES 550,351,799 35.03% Total 1,571,160,025 100.00% Board of Directors The board of directors of GCD MEXICO as on date comprises:

• Mr. Francisco José Riberas Mera (President); • Mr. Juan María Riberas Mera (Co. Secretary); • Ms. Ángela Pérez Pérez (Vice President)

Audited Financial Information The brief audited financials of GCD MEXICO for Fiscal 2008, Fiscal 2007 and Fiscal 2006 are given below:

(Rs. in Mn) For the year ended Particulars

December 2008

December 2007

December 2006

Equity Share Capital 5,984.15 5,984.15 2283.66 Reserves (excluding revaluation reserves) 530.15 399.72 380.55 Total Income 161.76 19.90 71.32 Profit/(Loss) After Tax 130.43 19.18 70.55 Earning Per Share (EPS) (Rs.) – Basic & Diluted 0.08 0.01 0.11 Net Asset Value (per share) (Rs.) 3.96 3.88 4.25 Note: Conversion rate as on March 31, 2010: 1 MXN = 3.6415 INR (Source: The Economic Times’ website) The equity shares of GCD MEXICO are not listed on any stock exchange. GCD MEXICO has not made any public issue in the last three years. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against GCD MEXICO. Common Pursuit There are no common pursuits between GCD MEXICO and our Company and therefore, there are no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between GCD MEXICO and our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of GCD MEXICO in our Company

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There are no business interests of GCD MEXICO in our Company, except stated in “Related Party Transactions” on page no. 118 of this Draft Letter of Offer. 13. ESTAMPACIONES MARTINEZ, S.A. Estampaciones Martínez was incorporated on January 10, 1961 in Barcelona Spain. Its registered office is at Carrer de les Arenes, nº1 Polígono Industrial Santa Anna II, Santpedor - 08251, Barcelona, Spain. The corporate identity number of GCD MEXICO is A-08133175. Currently, Estampaciones Martínez is engaged in the business of inter-alia, Manufacture and sale of (i) body parts for automobiles and other transportation vehicles, (2) welding machines, metallic molds and metallurgical tools and (3) machinery and other metal products. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Gestamp Servicios, S.L. 24,022 99,99% Gestamp Automoción, S.L. 1 0,01% Total 24,023 100.00% Board of Directors The board of directors of Estampaciones Martínez as on date comprises:

• Mr. Francisco José Riberas Mera Audited Financial Information The brief audited financials of Estampaciones Martínez for Fiscal 2009, Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn)

For the year ended Particulars December 2008 December 2007 December 2006

Equity Share Capital 8.74 8.74 441.89 Reserves (excluding revaluation reserves) (314.61) (66.05) (434.57) Sales 4283.12 5097.65 4362.52 Profit/(Loss) After Tax (242.90) (64.63) (193.79) Earning Per Share (EPS) (Rs.) – Basic & Diluted not meaningful not meaningful not meaningful Net Asset Value (NAV) (Rs. per share) (12,732.22) (2385.40) 6.03 Note: Conversion rate as on March 31, 2010: 1 Euro = 60.56 INR (Source: RBI’ website) The equity shares of Estampaciones Martínez are not listed on any stock exchange. Estampaciones Martínez has not made any public or rights issue in the last three years. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against Estampaciones Martínez. Common Pursuit

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There are no common pursuits between Estampaciones Martínez and our Company and therefore, there are no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between Estampaciones Martínez and our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of Estampaciones Martínez in our Company There are no business interests of Estampaciones Martínez in our Company, except stated in “Related Party Transactions” on page no. 118 of this Draft Letter of Offer. 14. GESTAMP KARTEK CORPORATION (KARTEK) KARTEK was incorporated on November 5, 1995 in Korea. The registered office of KARTEK is at 70, Komo-Ri, Jinrye-Myon, Kimhae-City, Gyeongsangnam-Do, Korea. The corporate identity number of GCD MEXICO is 622-81-11228. Currently, KARTEK is engaged in the business of inter alia, manufacture and sale of (i) body parts for automobiles and other transportation vehicles, (ii) welding machines, metallic molds and metallurgical tools and (iii) machinery and other metal products. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Gestamp Servicios, S.L. 6,050,000 100% Total 6,050,000 100.00% Board of Directors The board of directors of KARTEK as on date comprises:

• Mr. Francisco J. Riberas Mera (Chairman & Representative Director) • Mr. Francisco López Peña • Mr. Alberto Moreno Conejo • Mr. Byung-Kil Chung (Chief Executive Officer)

Audited Financial Information The brief audited financials of KARTEK for Fiscal 2009, Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn)

For the year ended Particulars December

2008 December

2007 December

2006 Equity Share Capital 1,203.65 1,203.65 875.38 Reserves (excluding revaluation reserves) 349.85 (239.94) (404.04) Sales 2,937.46 2,357.40 2,117.07 Profit/(Loss) After Tax 159.13 115.81 147.93 Earning Per Share (EPS) (Rs.) – Basic & Diluted 26.30 23.64 33.62

Net Asset Value (per share) (Rs.) 256.78 159.29 107.12

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Note: Conversion rate as on March 31, 2010: 1 Korean Won = 0.03979 INR (Source: The Economic Times’ website) The equity shares of KARTEK are not listed on any stock exchange. KARTEK has not made any public or rights issue in the last three years. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against KARTEK. Common Pursuit There are no common pursuits between KARTEK and our Company and therefore, there are no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between KARTEK and our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of KARTEK in our Company There are no business interests of KARTEK in our Company, except stated in “Related Party Transactions” on page no. 118 of this Draft Letter of Offer. 15. BEYÇELIK GESTAMP KALIP VE OTO YAN SANAYÍ PAZARLAMA VETICARET, A.S.

(BEYÇELIK GESTAMP) BEYÇELIK GESTAMP was incorporated on February 24, 1993 in Bursa, Turkey. BEYÇELIK GESTAMP has its registered office at Bursa, Turkey. The corporate identity number of BEYÇELIK GESTAMP is 1670047890. Currently, BEYÇELIK GESTAMP is engaged in the business of inter alia, to manufacture parts made of steel sheet and foundry related to the automotive industry; to paint, to plaster, to nickel and to polish the produced automotive spare parts; to realize any kind of plastic and foundry activities at any kind of field especially at automotive industry and to establish machines and facilities in that respect. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Faik Çelik 4,250 1.52% Gestamp Servicios, S.L. 140,000 50% Faik Çelik Holding, A.S. 131,600 47% Nedim Çelik 2,500 0.89% Baran Çelik 1,650 0.59% Total 280,000 100.00% Board of Directors The board of directors of BEYÇELIK GESTAMP as on date comprises:

• Mr. Faik Çelik (Chairman); • Mr. Francisco José Riberas Mera (Vice-Chairman); • Mr. Baran Çelik (CEO); • Mr. Juan María Riberas Mera;

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• Mr. Nedim Çelik; and • Mr. Francisco Riberas Pampliega.

Audited Financial Information The brief audited financials of BEYÇELIK GESTAMP for Fiscal 2009, Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn)

For the year ended Particulars December 2008

December 2007

December 2006

Equity Share Capital 828.39 828.39 828.39 Reserves (excluding revaluation reserves) 947.37 756.09 720.19 Sales 6,613.14 4,546.31 3463.69 Profit/(Loss) After Tax 557.87 605.18 531.40 Earning Per Share (EPS) (Rs.) – Basic & Diluted 1,992.41 2,161.34 1897.85 Net Asset Value(NAV) (Rs. per share) 6,342.01 5,658.86 5530.67 Note: Conversion rate as on March 31, 2010: 1 YTL = 29.5855 INR (Source: The Economic Times’ website) The equity shares of BEYÇELIK GESTAMP are not listed on any stock exchange. BEYÇELIK GESTAMP has not made any public or rights issue in the last three years. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against BEYÇELIK GESTAMP. Common Pursuit There are no common pursuits between BEYÇELIK GESTAMP and our Company and therefore, there are no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between BEYÇELIK GESTAMP and our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of BEYÇELIK GESTAMP in our Company There are no business interests of BEYÇELIK GESTAMP in our Company, except stated in “Related Party Transactions” on page no 118 of this Draft Letter of Offer. 16. GESTAMP SERVIÇOS ADMINISTRATIVOS, S.A. (GSA) GSA was incorporated on December 1, 2004 under the laws of Brasil. The registered office of GSA is at Curitiba, Paraná State, Brasil. The corporate identity number of GCD MEXICO is 07.160.397/0001-28. Currently, GSA is authorized to be engaged in the business of inter alia, promotion, constitution, organization, exploitation, acquisition of stock in the capital and in the estate of companies of any kind, such as but not limited to commercial, civil, services, and/or industrial companies and/or industrial associations, both national and foreign; the purchase and sale of securities, both national and foreign, directly and without intermediary, with the objective of direct, administer, and deal such securities; and the direct provision of technological and assessment

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services to its affiliate companies. However, GSA has not commenced any business activity till date. Shareholding Pattern*

Name of the shareholder No. of equity shares held % shareholding Gestamp Servicios, S.L. 349,999 100.00% Gestamp Automoción, S.L. 1 0.00% Total 350,000 100.00% Board of Directors The board of directors of GSA as on date comprises:

• Director Administrativo-Financeiro: Sergio Luiz Cordeiro • Director Industrial: Washington Oliveira

Audited Financial Information The brief financials of GSA for Fiscal 2009, Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn)

For the year ended Particulars December

2008 December

2007 December

2006 Equity Share Capital (paid - up)* - - - Reserves (excluding revaluation reserves) - - - Sales - - - Total Income - - - Profit/(Loss) After Tax - - - Earning Per Share (EPS) (Rs.) – Basic & Diluted - - - Net Asset Value (NAV) - - - *GSA is a company registered and existing under Brazilian Law. Under Brazilian Accounting Laws, any unpaid capital of a Brazilian company is required to be disclosed as “Fondos a realizer” (i.e. capital to be paid). Further, so long as a company registered under Brazilian Law does not carry out any activity, it is permissible under Brazilian Accounting Laws to mention its entire capital as “unpaid”. Since GSA did not carry on any business activity, the equity capital of 350,000 Brazilian Reals (i.e. Rs. 0.0088 Mn.) remained unpaid during the Accounting Years ended December 31, 2006, December 31, 2007, and December 31, 2008. Accordingly, GSA has zero paid - up equity capital as of the said dates. Note: Conversion rate as on March 31, 2010: 1 BRL = 25.24080 INR (Source: The Economic Times’ website) The equity shares of GSA are not listed on any stock exchange. GSA has not made any public or rights issue in the last three years. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against GSA. Common Pursuit There are no common pursuits between GSA and our Company and therefore, there are no business transactions related to common pursuits.

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Sale or purchase between group companies There are no sales or purchases between GSA and our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of GSA in our Company There are no business interests of GSA in our Company, except stated in “Related Party Transactions” on page no 118 of this Draft Letter of Offer.

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RELATED PARTY TRANSACTIONS Please refer to Annexure F of the “Auditors’ Report” beginning on page no. 135 of this Draft Letter of Offer.

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DIVIDEND POLICY Our Company has been a dividend paying company and has paid dividends in each of the last three years. The following are the dividend payouts in the last three years by our Company - Fiscal Rate of Dividend per Equity Share of Rs. 10

each 2007 15 % 2008 15 % 2009 5 %

The Preference Shareholders of our Company have been paid a dividend of 12% p.a. for each of the above three years. The dividends paid in the past are not necessarily indicative of our dividend policy or dividends, if any, in the future. The declaration and payment of dividend will be recommended by our Board of Directors and approved by our shareholders at their discretion and will depend on a number of factors, including but not limited to, our profits, capital requirements and overall financial conditions. Our Board of Directors may also from time to time pay interim dividend.

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SECTION V: FINANCIAL STATEMENTS

AUDITORS’ REPORT The Board of Directors Automotive Stampings and Assemblies Limited G-71/2, MIDC Industrial Area, Pune 411 026, Maharashtra, India Dear Sirs, 1. We have examined the attached Financial Information of Automotive Stampings and Assemblies Limited

(hereinafter referred to as ‘the Company’), annexed to this report for each of the financial years ended on March 31, 2009, 2008, 2007, 2006, 2005 and for the nine-month period ended December 31, 2009, prepared by the Company and as approved by the Board of Directors of the Company, prepared in terms of the requirements of Paragraph B, Part II of Schedule II of the Companies Act, 1956 (“the Act”) and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended to date (“SEBI Regulations”) and in terms of our engagement agreed upon with you in accordance with our engagement letter dated December 31, 2009, in connection with the proposed Right issue of Equity shares of the Company.

2. These financial information have been extracted by the Management from the Financial Statements for the

years ended March 31, 2009, 2008, 2007, 2006, and 2005 and for the nine-month period ended December 31, 2009.

The restated financial information has been made after incorporating:

a) Adjustment for the changes in accounting policies retrospectively in respective financial years/period to

reflect the same accounting treatment as per changed accounting policy for all the reporting periods.

b) Adjustments for the material amounts in the respective financial years/period to which they relate.

c) And there are no extra-ordinary items that need to be disclosed separately in the accounts and qualification requiring adjustments.

3. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act, the SEBI

Regulations and terms of our engagement agreed with you, we further report that:

a) The Restated Summary Statement of Assets and Liabilities of the Company as at March 31, 2009, 2008, 2007, 2006, 2005 and December 31, 2009, examined by us, as set out in Annexure A to this report are after making adjustments and regrouping as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes and Changes in Significant Accounting Policies given in Annexure D (Refer Annexures).

b) The Restated Summary Statement of Profit or Loss of the Company for each of the financial years

ended on March 31, 2009, 2008, 2007, 2006, 2005 and for the nine-month period ended December 31, 2009, examined by us, as set out in Annexure B to this report are after making adjustments and regrouping as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes and Changes in Significant Accounting Policies given in Annexure D (Refer Annexures).

c) The Restated Summary Statement of Cash Flows of the Company for each of the financial years ended

on March 31, 2009, 2008, 2007, 2006, 2005 and for the nine-month period ended December 31, 2009, examined by us, as set out in Annexure C to this report, in our opinion, were appropriate and more fully

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described in Significant Accounting Policies, Notes and Changes in Significant Accounting Policies given in Annexure D (Refer Annexures).

d) Based on above, we are of the opinion that the restated Financial Information have been made after incorporating:

(i) Adjustments for the changes in accounting policies retrospectively in respective financial

years/period to reflect the same accounting treatment as per changed accounting policy for all the reporting periods.

(ii) Adjustments for the material amounts in the respective financial years/period to which they relate.

(iii) And there are no extra-ordinary items that need to be disclosed separately in the accounts and qualification requiring adjustments.

e) We have also examined the following other financial information, setout in Annexures prepared by the

Management and approved by the Board of Directors relating to the Company for each of the financial years ended on March 31, 2009, 2008, 2007, 2006, 2005 and for the nine-month period ended December 31, 2009.

(i) Statement of Significant accounting policies followed by the Company and Changes in

accounting policies included in Annexure D (ii) Statement of Dividends paid/ proposed, as Restated included in Annexure E (iii) Statement of Related Party Transactions, as Restated included in Annexure F (iv) Statement of Other Income, as Restated included in Annexure G (v) Statement of Accounting Ratios, as Restated included in Annexure H (vi) Statement of Secured Loans, as Restated included in Annexure I (vii) Statement of Unsecured Loans, as Restated included in Annexure J (viii) Statement of Sundry Debtors, as Restated included in Annexure K (ix) Statement of Loans and Advances, as Restated included in Annexure L (x) Statement of Capitalisation, as Restated as at December 31, 2009 included in Annexure M (xi) Statement of Tax shelter, as Restated included in Annexure N (xii) Statement of Segment Reporting, as Restated included in Annexure O

In our opinion, the Financial Information contained in Annexure A to O of this report read along with the Significant Accounting Policies, Changes in Significant Accounting Policies and Notes (Refer Annexures) prepared after making adjustments and regrouping as considered appropriate have been prepared in accordance with Paragraph B of Part II of Schedule II of the Act and the SEBI Regulations. 4. Our report is intended solely for use of the Management and for inclusion in the offer document in

connection with the proposed Right Issue of Equity shares of the Company and should not to be used, referred to or distributed for any other purpose without our prior written consent.

Jeetendra Mirchandani

Partner Membership No. – F 48125 For and on behalf of

Place: Pune Price Waterhouse Date: January 22, 2010 Chartered Accountants

122

Annexure A Statement of Assets and Liabilities of

Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million) AS AT MARCH 31, Sl.

No. PARTICULARS

Refere-nce to

Annex-ures

AS AT DECEMBE

R 31, 2009

2009 2008 2007 2006 2005

A FIXED ASSETS Gross Block 1,982.50 1,960.40 1,436.15 1,222.30 1,017.97 980.92

Less: Accumulated Depreciation 960.48 864.81 744.98 638.82 534.59 440.19

Net Block 1,022.02 1,095.59 691.17 583.48 483.38 540.73

Capital Work in Progress (including capital advances)

23.02 8.65 394.34 71.68 149.66 108.38

Total 1,045.04 1,104.24 1,085.51 655.16 633.04 649.11

B CURRENT ASSETS, LOANS AND ADVANCES

Inventories 265.51 269.01 313.15 351.92 316.70 344.85 Sundry Debtors K 228.50 261.91 222.87 263.44 188.94 148.22 Cash and Bank Balances 33.94 73.77 20.24 7.48 102.71 11.48 Loans and Advances L 107.35 148.90 151.94 119.88 88.20 99.64 Total 635.30 753.59 708.20 742.72 696.55 604.19

C LIABILITIES AND PROVISIONS

Secured Loans I 557.27 692.50 605.01 273.48 185.00 200.00 Unsecured Loans J 11.38 14.99 18.59 22.06 180.12 174.38 Current Liabilities 547.43 598.77 548.03 476.57 401.01 326.18 Provisions 29.55 41.85 45.90 62.58 48.49 47.90

Deferred Tax Liability (Net) 37.28 28.09 42.69 50.66 51.13 54.00

Total 1,182.91 1,376.20 1,260.22 885.35 865.75 802.46

D NET WORTH (A+B-C) 497.43 481.63 533.49 512.53 463.84 450.84

E NET WORTH REPRESENTED BY

Share Capital 191.99 191.99 191.99 191.99 221.99 221.99 Reserves and Surplus 305.44 289.64 341.50 320.54 241.85 228.85 Net Worth 497.43 481.63 533.49 512.53 463.84 450.84

F

Statement of Significant Accounting Policies and Notes and Changes in Significant Accounting Policies

D

The Annexures C to O form an integral part of the restated accounts.

123

Annexure B Statement of Profit and Loss Account of

Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million) FOR THE YEAR ENDED MARCH 31, PARTICULARS

Refere-nce to

Annex-ures

FOR THE NINE

MONTHS ENDED

DECEMBER 31, 2009

2009 2008 2007 2006 2005

INCOME

Net Sales of products manufactured Other income Increase / (Decrease) in inventories

2,841.45

15.91

4.70

3,456.22

29.34

11.33

3,009.87

15.02

(21.02)

3,131.85

115.97

7.72

2,767.97

18.22

(64.94)

2,498.84

6.35

53.46

TOTAL 2,862.06 3,496.89 3,003.87 3,255.54 2,721.25 2,558.65

EXPENDITURE

Raw Material Consumed 2,193.72 2,725.98 2,202.75 2,392.17 1,967.84 1,844.59Staff Cost 193.21 250.85 221.68 182.15 165.38 143.19 Other Manufacturing Expenses Administration Expenses

309.81

47.88

369.13

70.43

343.66

93.70

354.90

80.97

334.42

120.74

341.23

104.75Selling and Distribution Expenses

31.28 31.29 52.45 53.07 42.47 45.78

Interest and Finance 52.92 82.53 23.79 23.36 19.57 13.93Charges TOTAL 2,828.82 3,530.21 2,938.03 3,086.62 2,650.42 2,493.47 PROFIT/ (LOSS) BEFORE TAX

33.24 (33.32) 65.84 168.92 70.83 65.18

PROVISION FOR TAXATION:

Current tax (including wealth tax)

4.20 0.03 31.07 61.60 28.10 5.20

Deferred tax Expense / (Credit) Minimum Alternate Tax Credit Entitlement

12.00

(4.20)

(9.60)

-

(9.50)

-

(2.20)

-

(4.30)

-

19.81

-

Fringe Benefit Tax Short /(Excess) provision for taxation in respect of earlier years written back

--

1.45(0.98)

1.30-

1.21 -

1.25(0.65)

--

TOTAL 12.00 (9.10) 22.87 60.61 24.40 25.01NET PROFIT / (LOSS) AFTER TAX BEFORE ADJUSTMENTS

21.24 (24.22) 42.97 108.31 46.43 40.17

ADJUSTMENTS: a. Adjustments on account of D (B) 0.61 1.57 1.57 0.40 0.37 0.51

124

FOR THE YEAR ENDED MARCH 31, PARTICULARS

Refere-nce to

Annex-ures

FOR THE NINE

MONTHS ENDED

DECEMBER 31, 2009

2009 2008 2007 2006 2005

changes in Accounting Policies

b. Other material adjustments (8.86) (14.63) 10.18 3.59 (4.03) 5.09 TOTAL OF ADJUSTMENTS

(8.25) (13.06) 11.75 3.99 (3.66) 5.60

TAX IMPACT OF ADJUSTMENTS:

a. Current tax impact of adjustments

b. Deferred tax impact of adjustments

c. Impact of provision (current tax) of earlier years written off / written back

Note 2

-

2.81

-

-

5.00

(0.98)

-

(1.52)

(1.70)

-

(1.74)

-

-

(1.42)

2.03

-

(1.90)

-

TOTAL OF TAX IMPACT OF ADJUSTMENTS

2.81 4.02 (3.22) (1.74) 0.61 (1.90)

TOTAL OF ADJUSTMENTS AFTER TAX IMPACT

(5.44) (9.04) 8.53 2.25 (3.05) 3.70

NET PROFIT / (LOSS) AS RESTATED

15.80 (33.26) 51.50 110.56 43.38 43.87

Profit and Loss amount at the beginning of the year

36.78 88.64 75.18 34.49 25.99 16.50

Balance available for appropriations, as Restated

52.58 55.38 126.68 145.05 69.37 60.37

APPROPRIATIONS Transfer to Capital Redemption Reserve

- - - 30.00 - -

Transfer to General Reserve - - 7.50 8.00 4.50 4.00Dividend on Preference Shares

- 10.80 10.80 11.97 14.40 14.40

Dividend on Equity Shares - 5.10 15.30 15.30 12.24 12.24Corporate Dividend Tax - 2.70 4.44 4.60 3.74 3.74TOTAL - 18.60 38.04 69.87 34.88 34.38Balance Carried Forward, as Restated

52.58 36.78 88.64 75.18 34.49 25.99

Statement of Significant Accounting Policies and Notes and Changes in Significant Accounting Policies

D

The Annexures C to O form an integral part of the restated accounts.

125

Annexure C Statement of Cash Flows of

Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million) Sl. No.

Particulars For the nine months ended

December 31, 2009

For the year ended March 31,2009

For the year ended March 31,2008

For the year ended March

31,2007

For the year ended March 31,2006

For the year ended March 31,2005

A CASH FLOW FROM OPERATING ACTIVITIES:

Restated Net profit before taxation

24.99 (46.38) 77.59 172.91 67.17 70.78

Adjustments for : Depreciation 99.35 133.75 113.78 106.61 96.70 89.54 Interest and financial charges 52.92 82.53 23.79 23.36 19.57 13.93 Interest income (0.96) (0.37) (1.00) (0.19) (1.21) (0.16)

Profit on sale of investments (short term, non-trade)

- (0.01) - - (2.50) (1.89)

Dividend on Short Term Non-trade Investments

(1.16) (1.21) (1.63) (0.94) (0.88) -

Profit on sale of assets - (1.29) - (0.69) - -

Loss on sale / write off of assets

2.13 152.28 - 213.40 0.30 135.24 - 128.15 0.19 111.87 0.31 101.73

Operating Profit before Working Capital Changes

177.27 167.02 212.83 301.06 179.04 172.51

Adjusted for: Trade and other Receivables 79.30 (33.72) 13.47 (114.09) (25.80) (98.39) Inventories 3.50 44.14 38.77 (35.22) 28.15 (135.24)

Trade payables and other liabilities

(43.95) 38.85 57.60 68.02 66.97 119.21 74.25 (75.06) 74.67 77.02 114.45 (119.18)

Cash Generated From Operations

216.12 235.04 332.04 226.00 256.06 53.33

Direct taxes (4.46) (3.65) (52.96) (40.95) (30.16) (9.91)

NET CASH FROM OPERATING ACTIVITIES (A)

211.66 231.39 279.08 185.05 225.90 43.42

126

Sl. No.

Particulars For the nine months ended

December 31, 2009

For the year ended March 31,2009

For the year ended March 31,2008

For the year ended March

31,2007

For the year ended March 31,2006

For the year ended March 31,2005

B CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of fixed assets (45.02) (154.75) (544.97) (130.04) (81.68) (211.33)

Proceeds from disposal of fixed assets

2.73 3.56 0.54 2.00 0.87 0.57

Dividend on Short Term Non-trade Investments

1.16 1.21 1.63 0.94 0.88 -

Profit on sale of investments (short term, non-trade)

- 0.01 - - 2.50 1.89

Interest received 0.96 0.37 1.00 0.19 1.21 0.16

NET CASH USED IN INVESTING ACTIVITIES (B)

(40.17) (149.60) (541.80) (126.91) (76.22) (208.71)

C CASH FLOW FROM

FINANCING ACTIVITIES:

Interest paid (53.88) (81.62) (22.05) (22.08) (18.82) (13.92)

Redemption of Preference Shares

- - - (30.00) - -

Long Term Loan availed/(paid) (Net)

(105.23) 87.49 315.01 75.00 10.00 175.00

Sales tax deferral availed/(paid) (Net)

(3.61) (3.60) (3.47) (158.06) 5.74 89.03

Other borrowings (30.00) - 16.52 13.48 (25.00) (54.52)

Equity and Preference Dividend paid

(18.60) (30.53) (30.53) (31.71) (30.37) (24.52)

(including tax thereon)

NET CASH FROM / USED IN FINANCING ACTIVITIES (C)

(211.32) (28.26) 275.48 (153.37) (58.45) 171.07

Net increase/(decrease) in (39.83) 53.53 12.76 (95.23) 91.23 5.78

127

Sl. No.

Particulars For the nine months ended

December 31, 2009

For the year ended March 31,2009

For the year ended March 31,2008

For the year ended March

31,2007

For the year ended March 31,2006

For the year ended March 31,2005

Cash and Cash equivalents (A) + (B) + ( C)

Cash and cash equivalents (Opening Balance)

73.77 20.24 7.48 102.71 11.48 5.70

Cash and cash equivalents (Closing Balance)

33.94 73.77 20.24 7.48 102.71 11.48

Note: The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard - 3 on 'Cash Flow Statements' issued by the Institute of Chartered Accountants of India.

128

Annexure D Statement of Significant Accounting Policies and Notes and Changes in Significant Accounting Policies

A. SIGNIFICANT ACCOUNTING POLICIES: 1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

These accounts have been prepared under the historical cost convention on the basis of a going concern and in accordance with the accounting principles generally accepted in India.

2 FIXED ASSETS AND DEPRECIATION

Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. All costs relating to the acquisition and installation of fixed assets are capitalized and include borrowing costs directly attributable to construction or acquisition of fixed assets, upto the date the asset is put to use. Depreciation on fixed assets has been provided as under:

a. Depreciation on fixed assets is provided on straight line method at the rates and in the manner prescribed in Schedule XIV to the Companies Act, 1956, of India except in case of the following assets for which depreciation has been provided at higher rates based on the useful life as determined by the Management:

Furniture & Fixtures and Office Equipment (including white goods) 20% Computers 25% Tools, jigs & Fixtures 20% Vehicles 20% Pallets 12.5%

b. Leasehold land is amortized over the period of lease. c. Except for items for which 100% depreciation rates are applicable, depreciation on assets added / disposed of

during the year has been provided on pro rata basis with reference to the date of addition / disposal.

d. Intangible assets are stated at cost less accumulated amortization. Intangible assets are amortized on a straight line basis over their estimated useful life ranging between 3 to 5 years.

e. The Management periodically assesses using external and internal sources whether there is an indication that

an asset may be impaired. If an asset is impaired, the Company recognizes an impairment loss as the excess of the carrying amount of the asset over the recoverable amount.

3 INVESTMENTS Current Investments are stated at Cost or Market value whichever is lower. 4 INVENTORIES

a. Raw materials, components, stores and spares are valued at cost or net realizable value, whichever is lower.

Cost is determined using the weighted average basis.

b. Finished goods and work-in-process are valued at cost or net realizable value, whichever is lower. Finished goods and work-in-process includes cost of conversion incurred in bringing the inventories to its present location and condition.

c. Scrap is valued at net realizable value.

5 REVENUE RECOGNITION

129

1 Sales are recognized on supply of goods to customers and are net of sales tax and discounts. 2 Price increase or decrease due to change in major raw material cost, pending acknowledgement from major

customers, is accrued on estimated basis.

6 FOREIGN CURRENCY TRANSACTIONS Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction.

Foreign currency Monetary Assets and Liabilities are stated at the exchange rates prevailing at the date of the Balance Sheet. The exchange differences are dealt with, in the Profit and Loss Account. In the case of forward contracts, the difference between the forward rate and the exchange rate on the transaction date is recognised as income or expense over the period of the related contracts.

7 BORROWING COSTS

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as

part of the cost of such assets upto the date the asset is put to use. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to Profit and Loss Account in the year in which they are incurred.

8 EMPLOYEE BENEFITS

(i) Employee Benefits (a) Defined Contribution Plans

The Company has Defined Contribution Plans for post employment benefits in the form of Superannuation Fund which is recognised by the Income-tax authorities and administered through trustees and Life Insurance Corporation of India (LIC) and Provident Fund. Besides, the Company also makes contribution to the Employees’ State Insurance Scheme. These plans constitute insured benefits as the Company has no further obligation beyond making the contributions. The Company's contributions to Defined Contribution Plans are charged to the Profit and Loss Account as incurred.

(b) Defined Benefit Plans

The Company has Defined Benefit Plan for post employment benefit in the form of Gratuity. Gratuity Fund is recognised by the Income-tax authorities and administered through trustees and Life Insurance Corporation of India (LIC). Liability for Defined Benefit Plan is provided on the basis of valuation, as at the Balance Sheet date, carried out by independent actuary. The actuarial valuation method used by independent actuary for measuring the liability is the Projected Unit Credit method.

(c) Compensated Absences Provision for Compensated Absences is based on an actuarial valuation carried out at Balance Sheet date. (ii) Termination benefits are recognised as an expense as and when incurred.

(iii) Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Profit and Loss Account as income or expense.

9 TAXATION

(i) Provision for current tax is made in accordance with and at the rates specified under the Income-tax Act, 1961,

as amended. In the year in which Provision for Current Tax has been made under Minimum Alternative Tax (MAT) as per the provisions of Section 115JB of the Income Tax Act, 1961, the Company has recognized this MAT credit as an asset under the head ‘Loans and Advances’ and has credited the same to the Profit and Loss

130

Account under ‘Provision for Taxation’. In the year of set-off of credit, the amount of credit availed is taken as a deduction from the ‘Provision for Tax’ liability account. The unavailed amount of MAT credit entitlement is reflected under the head ‘Loans and Advances’ to the extent there is convincing evidence that the Company will pay normal income tax during the period specified under the Income Tax Act, 1961.

(ii) In accordance with Accounting Standard 22 – ‘Accounting for taxes on Income’, issued by the Institute of

Chartered Accountants of India, the deferred tax for timing differences between the book and tax profits for the year is accounted for using the tax rates and laws that have been enacted or substantively enacted as of the balance sheet date.

Deferred tax assets arising from the timing differences are recognized to the extent there is reasonable certainty that the assets can be realized in future. Deferred tax assets are recognized for tax loss and depreciation carried forward to the extent that the realization of the related tax benefit through the future taxable profits is virtually certain. In respect of Section 80IC unit of the Company situated at Pantnagar which is enjoying income-tax benefits, deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the differences between the taxable income and accounting income that originates in the tax holiday period and are capable of reversal after the tax holiday period.

10 WARRANTY EXPENSES

Product warranty expenses are determined based on past experience and estimates and are accrued in the year of sale.

B. NOTES AND CHANGES IN SIGNIFICANT ACCOUNTING POLICIES

1 Restatements to the Audited Financial Statements

Summarized below are the restatements made to the audited financial statements for the years ended March 31, 2005, 2006, 2007, 2008 and 2009 and the nine months ended December 31, 2009 and their impact on the profit / (loss) of the Company:

(Currency: Indian Rupee in Million)

FOR THE YEAR ENDED MARCH 31,

RESTATEMENTS

For the Nine

Months ended

December 31, 2009

2009 2008 2007 2006 2005

A. Adjustments a. Adjustments on account of changes in accounting policies: Adjustment on account of reduction in Depreciation due to charging of the Exchange Rate Difference relating to liability for fixed assets to Profit & loss A/c (Refer Note 2 (a) below)

0.61 1.57 1.57 1.58 1.58 1.58

Adjustment on account of revision in Accounting Standard 15, Employee Benefits (Refer Note 2 (b) below)

- - - (1.18) (1.21) (1.07)

Total: 0.61 1.57 1.57 0.40 0.37 0.51

131

FOR THE YEAR ENDED MARCH 31,

RESTATEMENTS

For the Nine

Months ended

December 31, 2009

2009 2008 2007 2006 2005

b. Other Material Adjustments:

Provision for expenses no longer required written back (Refer Note 2 (c) below)

(1.39) (3.33) (0.51) (0.10) (5.86) 4.39

Recovery of bad debts written off in earlier years (Refer Note 2 (d) below)

- - - - (0.84) (1.02)

Adjustment on account of Interest on Tax Provision pertaining to previous year (Refer Note 2 (e) below)

- - 1.22 (1.22) - -

Provision for doubtful Debts written back (Refer Note 2 (f) below)

(6.52) (10.72) 8.27 4.58 2.67 1.72

Provision for Doubtful Advances written back (Refer Note 2(f) below)

(0.95) (0.58) 1.20 0.33 - -

Total: (8.86) (14.63) 10.18 3.59 (4.03) 5.09 Pre-tax impact of Adjustments - (A)

(8.25) (13.06) 11.75 3.99 (3.66) 5.60

B. Tax impact of Material Adjustments: Impact of provision (current tax) of earlier years written off / written back (Refer Note 2 (g) below)

- (0.98) (1.70) - 2.03 -

Deferred tax impact of adjustments (Refer Note 2 (h) below)

2.81 5.00 (1.52) (1.74) (1.42) (1.90)

Total Tax impact of Material Adjustments - (B)

2.81 4.02 (3.22) (1.74) 0.61 (1.90)

Total (A+B) (5.44) (9.04) 8.53 2.25 (3.05) 3.70

2 Adjustments:

a. Exchange Rate Differences relating to liability for fixed assets capitalized in years prior to 2004-05, have been charged to Profit & loss A/c instead of capitalisation to the respective assets in accordance with the new Accounting Standard of the Companies (Accounting Standard) Rules, 2006. The respective adjustment to the fixed assets and accumulated depreciation has been suitably given effect to.

b. The Company has, with effect from 1st April, 2007, adopted the Accounting Standard 15, Employee Benefits

(revised 2005), issued by the Institute of Chartered Accountants of India. The effect of change in the Policy for earlier years has been adjusted in the relevant financial years to which it relates. The same has been suitably classified under Current Liabilities & Provisions in the respective years.

132

c. Provision for expenses no longer required, written back in the years ended March 31, 2006, March 31, 2007 , March 31, 2008, March 31, 2009 and nine months ended December 31, 2009, has been adjusted in the relevant financial years to which the same relates. The same has been suitably classified under Current Liabilities & Provisions in the respective years.

d. Debts written off as Bad in earlier years and recovered during the years ended March 31, 2005 and March 31,

2006 have been adjusted in the relevant financial years in which they were written off. The same has been suitably considered under Sundry Debtors in the respective years.

e. The interest on current tax for earlier year, accounted in the year ended March 31, 2008 has been adjusted in

the relevant financial year to which the same relates. The same has been suitably classified under Current Liabilities & Provisions in the respective year.

f. Provision for Doubtful Debts / Advances written-back in the year ended March 31, 2009 and nine months

ended December 31, 2009, has been adjusted in the relevant financial years to which the same relates. The same has been suitably considered under Sundry Debtors/ Loans and advances in the respective years.

g. Tax provision for earlier years no longer required, written back in the year ended March 31, 2006 and March

31, 2009, has been adjusted in the relevant financial years to which the same relates. The same has been suitably classified under Loans and Advances / Current Liabilities & Provisions in the respective years.

Short provision for taxation in respect of earlier year, written off in the year ended March 31, 2009, has been adjusted in the relevant financial year to which the same relates. The same has been suitably classified under Loans and Advances / Current Liabilities & Provisions in the respective year. Further, the Deferred tax credit in respect of earlier year, accounted for in the year ended March 31, 2009, has been adjusted under Deferred Tax Liability in the relevant financial year to which it relates.

h. The Tax Rate applicable for the respective years has been used to calculate the notional deferred tax impact of adjustments.

3 Profit and Loss Account as at 01.04.2004, as Restated (Currency: Indian Rupee in Million)

Particulars Amount Profit and Loss Account Balance as on 01.04.2004, as per audited Financial Statements 17.01 Exchange Rate fluctuations relating to liability of Fixed Assets (Refer Note 2 (a) above) (8.48) Provisions for expenses pertaining to years prior to 01.04.2004 written back (Refer Note 2 (c) above) 6.80

Excess Provision for current tax pertaining to years prior to 01.04.2004 written back (Refer Note 2 (f) above) 0.65

Recovery against bad debts pertaining to years prior to 01.04.2004 (Refer Note 2 (d) above) 1.86 Adjustment on account of revision in Accounting Standard 15, Employee Benefits (Refer Note 2 (b) above) (1.99)

Deferred tax impact of adjustments as above 0.65 Profit and Loss Account Balance as on 01.04.2004, as Restated 16.50

4 Contingent Liabilities (Currency: Indian Rupee in Million)

AS AT MARCH 31, Sl. No. Particulars

As at December 31, 2009 2009 2008 2007 2006 2005

1 Bills discounted not matured

767.46 770.53 578.40 635.08 671.91 546.29

2 Claims against the Company not acknowledged as Debts

2.29 2.29 - 2.20 2.39 1.53

133

Annexure E Statements of Dividends Paid/Proposed of

Automotive Stampings and Assemblies Limited, as Restated

Notes: 1. 3,000,000 Preference Shares were redeemed on 29th July, 2006 by exercising the option of redemption before

maturity by the Company.

FOR THE YEAR ENDED MARCH 31 Particulars For the Nine Months ended

December 31, 2009 2009 2008 2007 2006 2005

DIVIDEND ON PREFERENCE SHARES:

Number of Preference Shares

i) Outstanding 9,000,000 9,000,000 9,000,000 9,000,000 12,000,000 12,000,000ii) Redeemed - - - 3,000,000 - -

Face value per share (Rs.)

10 10 10 10 10 10

Paid up value per share (Rs.)

10 10 10 10 10 10

Rate of Dividend %

Refer Note 4 below 12% 12% 12% 12% 12%

Total Dividend Paid on preference shares (Rs. in Million)

- 10.80 10.80 11.97(Refer Note 1

below)

14.40 14.40

DIVIDEND ON EQUITY SHARES:

Number of Equity Shares

10,198,541 10,198,541 10,198,541 10,198,541 10,198,541 10,198,541

Face Value Per Share (Rs.)

10 10 10 10 10 10

Paid Up Value Per Share (Rs.)

10 10 10 10 10 10

Rate of Dividend %

- 5% 15% 15% 12% 12%

Total Dividend Paid on equity shares (Rs. in Million)

- 5.10 15.30 15.30 12.24 12.24

TAX ON DIVIDENDS

i) Preference Shares

- 1.84 1.84 2.00 2.02 2.02

ii) Equity Shares - 0.86 2.60 2.60 1.72 1.72 Total Tax on Dividends

- 2.70 4.44 4.60 3.74 3.74

134

2. Amount paid as dividend on equity shares in the past is not indicative of the Dividend Policy of the Company in future.

3. The figures disclosed above are based on the financial statements of the Company. 4. The rate of dividend applicable on preference shares is 12%. No dividend has been declared on the preference

shares for the nine months ended December 31, 2009.

135

Annexure F Statement of Related Party Transactions

A] List of Related Parties with whom the Company has had transactions and the nature of Relationship, as Restated

For the year ended March 31, Sl. No Nature of

Relations-hip

For the Nine Months ended December 31,

2009 2009 2008 2007 2006 2005

i) Holding Company and Controlling Enterprise

Tata AutoComp Systems Limited(Holding Company)

Tata AutoComp Systems Limited

(Holding Company)

Tata AutoComp Systems Limited

(Holding Company)

1.Tata AutoComp Systems Limited (Controlling Enterprise) 2.Gestamp Servicios, S.L. (Controlling Enterprise)

1.Tata AutoComp Systems Limited (Controlling Enterprise) 2.Gestamp Servicios, S.L.(Controlling Enterprise)

1.Tata AutoComp Systems Limited (Holding Company upto August 20, 2007 and Controlling Enterprise w.e.f. August 21, 2007) 2.Gestamp Servicios, S.L.(Controlling Enterprise w.e.f. August 21, 2007)

ii) Fellow Subsidiary & Enterprise under Common Control

1. Tata Toyo Radiator Limited (Enterprise under Common Control)

2. Estampaciones Metalicas Vizcaya S.A. (Enterprise under Common Control)

3. Pirangut Springs Limited (formerly known as TC Springs Limited) (Enterprise under Common Control)

1. Tata Toyo Radiator Limited (Enterprise under Common Control)

2. Estampaciones Metalicas Vizcaya S.A. (Enterprise under Common Control)

3. Pirangut Springs Limited (formerly known as TC Springs Limited) (Enterprise under Common Control)

1. Tata Toyo Radiator Limited (Fellow Subsidiary upto August 20, 2007 and Enterprise under Common Control w.e.f. August 21, 2007)

2. Estampaciones Metalicas Vizcaya S.A. (Enterprise under Common Control w.e.f. August 21, 2007)

Tata Toyo Radiator Limited (Fellow Subsidiary)

Tata Toyo Radiator Limited (Fellow Subsidiary)

Tata Toyo Radiator Limited (Fellow Subsidiary)

136

For the year ended March 31, Sl. No Nature of

Relations-hip

For the Nine Months ended December 31,

2009 2009 2008 2007 2006 2005

iii) Key Manage-ment Personnel

Mr. Vijay Bijlani Mr. Nagaraju Srirama (Upto November 30, 2008) Mr. Vijay Bijlani (From December 11, 2008)

Mr. Nagaraju Srirama Mr. Vilas Divadkar(Upto April 15, 2006) Mr. Rajesh Sahay(From April 19, 2006 to February 15, 2007)

Mr. Vilas Divadkar Mr. Sanjiv Kumar (Upto March 7, 2005)

Mr. Nagaraju Srirama (From February 16, 2007)

137

B] Statement of Transactions with Related Parties and Details of Outstanding Balances

(Currency: Indian Rupee in Million) Tata AutoComp Systems Limited

Gestamp Servicios, S.L.

Estampaciones Metalicas

Vizcaya, S.A.

Tata Toyo Radiator Limited

Pirangut Springs Limited

(Formerly known as TC Springs Ltd

Key Management

Personnel Grand Total

Nature of

transactions

Year

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction

Value

Outstanding Balanc

e

Services received 2009-10* 8.04 6.14 - - - - - - - - - - 8.04 6.14

2008-09 5.47 - - - - - - - - - - - 5.47 - 2007-08 36.02 19.49 - - - - - - - - - - 36.02 19.49 2006-07 30.00 - - - - - - - - - - - 30.00 - 2005-06 69.88 19.73 - - - - - - - - - - 69.88 19.73 2004-05 67.74 19.41 - - - - - - - - - - 67.74 19.41

2009-10* - - - - - - - -- - - - - - - Advance

given for purchase

s and services

2008-09 - - - - - - - - - - - - - -

2007-08 29.82 21.11 - - - - - - - - - - 29.82 21.11 2006-07 37.45 34.00 - - - - - - - - - - 37.45 34.00 2005-06 - - - - - - - - - - - - - - 2004-05 - - - - - - - - - - - - - -

Purchase of goods

2009-10* - 1.21 - - - - - - 22.83 6.64 - - 22.83 7.85

2008-09 32.18 1.54 - - - - - - 12.46 2.30 - - 44.64 3.84 2007-08 9.03 - - - - - - - 0.06 0.05 - - 9.09 0.05 2006-07 0.02 0.02 - - - - - - - - - - 0.02 0.02 2005-06 - - - - - - - - - - - - - - 2004-05 - - - - - - - - - - - - - -

138

Tata AutoComp Systems Limited

Gestamp Servicios, S.L.

Estampaciones Metalicas

Vizcaya, S.A.

Tata Toyo Radiator Limited

Pirangut Springs Limited

(Formerly known as TC Springs Ltd

Key Management

Personnel Grand Total

Nature of

transactions

Year

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction

Value

Outstanding Balanc

e * denotes nine months ended December 31, 2009. Purchase of fixed assets

2009-10* - 0.82 - - - - - - - - - - - 0.82

2008-09 0.82 0.82 - - - - - - - - - - 0.82 0.82 2007-08 - - - - - - - - - - - - - - 2006-07 3.91 - - - - - -- - - - - - 3.91 - 2005-06 - - - - - - - - - - - - - - 2004-05 - - - - - - - - - - - - - -

Purchase of DEPB License

2009-10* - - - - - - - - - - - - - -

2008-09 - - - - - - - - - - - - - - 2007-08 76.99 - - - - - - - - - - - 76.99 - 2006-07 - - - - - - - - - - - - - - 2005-06 - - - - - - - - - - - - - - 2004-05 - - - - - - - - - - - - - -

Reimbur-sement

of expenses- paid/

(received)

2009-10* 2.00 0.85 - - - - - - (0.65) (0.13) - - 1.35 0.72

2008-09 4.47 0.11 - - - - - - - - - - 4.47 0.11 2007-08 3.97 0.80 - - - - - - - - - - 3.97 0.80 2006-07 3.38 0.13 - - - - - - - - - - 3.38 0.13

139

Tata AutoComp Systems Limited

Gestamp Servicios, S.L.

Estampaciones Metalicas

Vizcaya, S.A.

Tata Toyo Radiator Limited

Pirangut Springs Limited

(Formerly known as TC Springs Ltd

Key Management

Personnel Grand Total

Nature of

transactions

Year

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction

Value

Outstanding Balanc

e 2005-06 13.58 1.28 - - - - - - - - - - 13.58 1.28 2004-05 7.66 0.41 - - - - - - - - - - 7.66 0.41

* denotes nine months ended December 31, 2009. Sale of Fixed Assets

2009-10* 0.16 - - - - - - - - - - - 0.16 -

2008-09 0.62 - - - - - - - - - - - 0.62 - 2007-08 - - - - - - - - - - - - - - 2006-07 - - - - - - - - - - - - - - 2005-06 - - - - - - - - - - - - - - 2004-05 - - - - - - - - - - - - - -

2009-10* - - - - 12.80 37.03 - - - - - - 12.80 37.03 Technica

l Assistan-ce Fees

2008-09 - - - - 17.12 24.35 - - - - - - 17.12 24.35

2007-08 - - - - 9.33 8.34 - - - - - - 9.33 8.34 2006-07 - - - - - - - - - - - - - - 2005-06 - - - - - - - - - - - - - - 2004-05 - - - - - - - - - - - - - -

Redempt-ion of

Preferen-ce

Shares

2009-10* - - - - - - - - - - - - - -

2008-09 - - - - - - - - - - - - - - 2007-08 - - - - - - - - - - - - - - 2006-07 30.00 - - - - - - - - - - - 30.00 -

140

Tata AutoComp Systems Limited

Gestamp Servicios, S.L.

Estampaciones Metalicas

Vizcaya, S.A.

Tata Toyo Radiator Limited

Pirangut Springs Limited

(Formerly known as TC Springs Ltd

Key Management

Personnel Grand Total

Nature of

transactions

Year

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction

Value

Outstanding Balanc

e 2005-06 - - - - - - - - - - - - - - 2004-05 - - - - - - - - - - - - - -

* denotes nine months ended December 31, 2009. Dividend paid on

Preferen-ce

Shares

2009-10* 10.80 - - - - - - - - - - 10.80 -

2008-09 10.80 - - - - - - - - - - - 10.80 - 2007-08 10.80 - - - - - - - - - 10.80 - 2006-07 15.57 - - - - - - - - - 15.57 - 2005-06 14.40 - - - - - - - - - 14.40 - 2004-05 21.74 - - - - - - - - - 21.74 -

Dividend paid on Equity Shares

2009-10* 2.24 - 1.91 - - - - - - - - - 4.15 -

2008-09 6.71 - 5.74 - - - - - - - - - 12.45 - 2007-08 6.71 - 5.74 - - - - - - - - - 12.45 - 2006-07 9.96 - - - - - - - - - - - 9.96 - 2005-06 9.96 - - - - - - - - - - - 9.96 - 2004-05 - - - - - - - - - - - - - -

Sale of goods 2009-10* 1.79 0.07 54.02 1.93 55.81 2.00

141

Tata AutoComp Systems Limited

Gestamp Servicios, S.L.

Estampaciones Metalicas

Vizcaya, S.A.

Tata Toyo Radiator Limited

Pirangut Springs Limited

(Formerly known as TC Springs Ltd

Key Management

Personnel Grand Total

Nature of

transactions

Year

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction

Value

Outstanding Balanc

e 2008-09 3.07 0.35 35.67 7.41 38.74 7.76 2007-08 0.36 0.47 - - - 2.30 1.02 - - 2.66 1.49 2006-07 - - - - - 2.15 4.04 - - 2.15 4.04 2005-06 - - - - - 3.47 2.15 - - 3.47 2.15 2004-05 - - - - - 8.00 2.06 - - 8.00 2.06

* denotes nine months ended December 31, 2009.

Manage-

rial Remuner

ation

Mr. Nagaraju Srirama

2009-10*

- - - - - - - - - - 3.11 0.14 3.11 0.14

Mr. Nagaraju Srirama

- - - - - - - - - - 3.40 0.23 3.40 0.23

Mr. Vijay Bijlani

2008-09 - - - - - - - - - - 1.35 - 1.35 -

Mr. Nagaraju Srirama

2007-08

- - - - - - - - - - 4.23 0.11 4.23 0.11

* denotes nine months ended December 31, 2009.

142

Tata AutoComp Systems Limited

Gestamp Servicios, S.L.

Estampaciones Metalicas

Vizcaya, S.A.

Tata Toyo Radiator Limited

Pirangut Springs Limited

(Formerly known as TC Springs Ltd

Key Management

Personnel Grand Total

Nature of

transactions

Year

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding Balanc

e

Transaction Value

Outstanding Balanc

e

Transaction

Value

Outstanding Balanc

e Mr.

Nagaraju Srirama

- - - - - - - - - - 0.48 - 0.48 -

Mr. Rajesh Sahay

- - - - - - - - - - 1.70 - 1.70 -

Mr. Vilas

Divadkar

2006-07

- - - - - - - - - - 0.23 - 0.23 -

Mr. Vilas

Divadkar 2005-06

- - - - - - - - - - 4.83 - 4.83 -

Mr. Sanjiv Kumar

2004-05 - - - - - - - - - - 2.98 - 2.98 -

* denotes nine months ended December 31, 2009

143

Annexure G Statement of Other Income of Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million)

FOR THE YEAR ENDED MARCH 31

PARTICULARS

FOR THE NINE

MONTHS

ENDED DECEM-BER 31,

2009

2009 2008 2007 2006 2005 Nature of Income

Interest Income 0.96 0.37 1.00 0.19 1.21 0.16 Recurring Profit on sale of investments (short term, non-trade)

- 0.01 - - 2.50 1.89 Non-recurring

Dividend on Short Term Non-trade Investments

1.16 1.21 1.63 0.94 0.88 - Non-recurring

Cash Discount 4.34 6.97 1.39 1.94 0.55 0.37 Recurring Gain on Foreign Exchange Fluctuations

0.69 0.89 - 0.15 0.07 - Non-recurring

Miscellaneous Income

1.29 4.28 9.27 8.75 4.16 2.91 Recurring

Gain on Remission of Liability (Refer Note 1 below)

- - - 101.82 - - Non-recurring

Profit on Sale of Fixed Assets (Net)

- 1.29 - 0.69 - - Non-recurring

Total 8.44 15.02 13.29 114.48 9.37 5.33 Notes: 1. The Company availed the scheme for Premature Repayment of Sales Tax Deferral Loan framed by the

Government of Maharashtra and prepaid part of the deferral loan at the prescribed net present value. This resulted in a gain of Rs. 101.82 million in the financial year 2006-07.

2. The classification of income into recurring and non-recurring is based on the current operations and business

activity of the Company. 3. All items of Other Income are from normal business activities. 4. The above items are after adjustments mentioned in Note B 2 (c), (d) and (f) of Annexure D.

144

Annexure H Statement of Accounting Ratios of Automotive Stampings and Assemblies Limited, as Restated

AS AT / FOR THE YEAR ENDED MARCH 31 Sl.

No. Particulars AS AT

/FOR THE NINE

MONTHS ENDED DECEMB

ER 31, 2009

2009 2008 2007 2006 2005

1 Restated Profit/ (Loss) after Tax (Rs. in Million)

15.80

(33.26)

51.50

110.56

43.38

43.87

2 Less: Preference Dividend for the period /year including tax thereon (Rs. in 'Million)

9.52

12.64

12.64

13.97

16.42

16.42

3 Net Profit / (Loss) available to Equity Shareholders

6.28

(45.90)

38.86

96.59

26.96

27.45

4 Weighted average number of Equity Shares outstanding during the period /year

10,198,541

10,198,541

10,198,541

10,198,541

10,198,541

10,198,541

5 Number of Equity Shares outstanding at the end of the period /year

10,198,541

10,198,541

10,198,541

10,198,541

10,198,541

10,198,541

6 Net Worth for Equity Shareholders (Rs. in Million)

407.43

391.63

443.49

422.53

343.84

330.84

7 Accounting Ratios:

Earnings / (Loss) per Share (Rs.) (3)/(4)

0.62

(4.50)

3.81

9.47

2.64

2.69

Return on Net Worth for Equity Shareholders(3)/(6)-%

1.54% -11.72% 8.76% 22.86% 7.84% 8.30%

Net Asset Value Per Share (Rs.) (6)/(5)

39.95

38.40

43.49

41.43

33.71

32.44

Note: The above ratios have been computed on the basis of the Restated Summary Statements- Annexure A & Annexure B.

145

ANNEXURE I Statement of Secured Loans of Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million)

AS AT MARCH 31 Particulars

AS AT DECEMBER 31, 2009 2009 2008 2007 2006 2005

Term Loans from Banks 557.27 662.50 575.01 260.00 185.00 175.00

Working Capital Loans from Banks

- 30.00 30.00 13.48 - 25.00

Total 557.27 692.50 605.01 273.48 185.00 200.00

Statement of Secured Loans outstanding as on December 31, 2009, as Restated

Sl. No.

Lender Amount Sanctioned

(Rs. Million)

Amount Outstanding

as at December 31, 2009 (Rs.

in Million)

Rate of Interest %

Repayment Terms

Security

1 Term Loans from Banks:- a. State Bank

of India 200.00 66.40 1.25% below

SBAR Repayable in monthly instalments. Repayment ending in March, 2011.

First Pari Passu Charge on the existing and future Fixed Assets of Chakan Plant of the Company.

b. State Bank of India

150.00 93.60 1.25% below SBAR. Minimum 11.50% p.a

Repayable in monthly instalments. Repayment ending in March, 2012.

First Pari Passu Charge on the existing and future Fixed Assets of Pantnagar Plant of the Company.

c. Bank of India

300.00 (Refer Note

below)

247.27 2.25 % below Benchmark Prime Lending Rate of the Bank (BPLR), Minimum 11% p.a.

Phased Repayment ending on March 31, 2013. Moratorium of 12 months from drawal.

First Pari Passu Charge on the existing and future Fixed Assets of Chakan Plant of the Company.

d Bank of India

200.00

150.00 1.75% below Benchmark Prime Lending Rate of the Bank (BPLR), Minimum 11% p.a.

Phased Repayment ending on December 31, 2012.

First Pari Passu Charge on the existing and future Fixed Assets of Pantnagar Plant of the Company.

Total 557.27 Note: Drawal of term Loan till December 31, 2009 is Rs. 287.27 Million and repayment made aggregate Rs. 40 Million.

146

Annexure J

Statement of Unsecured Loans of Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million) AS AT MARCH 31

Particulars As at

December 31, 2009 2009 2008 2007 2006 2005

Interest Free Sales Tax Loan (Refer Notes below)

11.38 14.99 18.59 22.06 180.12 174.38

Total 11.38 14.99 18.59 22.06 180.12 174.38 Notes:

1. These amounts represent Sales Tax Deferral Loans availed by Chakan and Halol Unit of the Company in accordance with the Schemes framed by the respective State Governments. The outstanding loan balance as on December 31, 2009 is Rs.4.49 million and Rs. 6.89 million for Chakan and Halol unit respectively.

2. The Company has prepaid a part of the Deferral Loan of Chakan Unit in 2006-07 as per the Scheme of

Prepayment framed by the Government of Maharashtra.

3. Repayment: Phased repayment, the last Installment for the Loan availed by the Halol Unit is due in the Financial year 2011-12 and for the loan availed by the Chakan unit is due in the Financial year 2014-15.

147

Annexure K Statement showing Details of Sundry Debtors of

Automotive Stampings and Assemblies Limited, as Restated (Currency: Indian Rupee in Million)

AS AT MARCH 31 Particulars

AS AT DECEMBER

31, 2009 2009 2008 2007 2006 2005

Due for a period exceeding six months 18.52 14.49 25.63 18.43 13.43 12.29 Others 217.04 254.48 204.30 252.07 182.57 142.99 Sub-total (Refer Note 1 below) 235.56 268.97 229.93 270.50 196.00 155.28 Less: Provision for doubtful debts 7.06 7.06 7.06 7.06 7.06 7.06 Total 228.50 261.91 222.87 263.44 188.94 148.22 Notes: - - - - 1. The amounts recoverable from related parties included above

2.00 7.76 1.49 4.04 2.15 2.06

2. The above items are after adjustments mentioned in Note B 2 (d) and (f) of Annexure D.

148

Annexure L

Statement showing Details of Loans and Advances of Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million)

FOR THE YEAR ENDED MARCH 31

Particulars

FOR THE NINE

MONTHS ENDED

DECEMBER 31, 2009

2009 2008 2007 2006 2005

CONSIDERED GOOD: Advances recoverable in cash or in kind or for value to be received (Refer Note 1 below)

43.23 105.50 122.49 100.43 59.73 65.42

Bills of Exchange - - - - 1.32 13.74 Balance with Excise Authorities 52.54 36.16 24.49 19.45 19.24 16.05 Minimum Alternate Tax Credit Entitlement

4.20 - - - - -

Advance Tax (net of provision for taxes)

7.38 7.24 4.96 - 7.91 4.43

Sub-total (A) 107.35 148.90 151.94 119.88 88.20 99.64 - - - - CONSIDERED DOUBTFUL: - - - - Advances recoverable in cash or in kind or for value to be received

0.67 0.67 0.67 0.67 - -

Less : Provision for doubtful advances 0.67 0.67 0.67 0.67 - - Sub-total (B) - - - - - - Total (A) + (B) 107.35 148.90 151.94 119.88 88.20 99.64 Notes: - - 1. The amounts recoverable from related parties included above

- - 21.11 34.00 - -

2. The above items are after adjustments mentioned in Note B 2 (f) of Annexure D.

149

Annexure M

Statement of Capitalisation of Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million)

Particulars Pre-Issue as at December 31, 2009

Borrowings: Short Term Debt 144.98 Long Term Debt 423.67 Total Debts 568.65 Shareholders Funds Equity Share Capital 101.99 Preference Share Capital 90.00 Reserves and Surplus 305.44 Total Shareholders Funds 497.43Long Term Debt/Equity Ratio 0.85 Notes: i) The above has been computed on the basis of the Restated Summary Statements – Annexure A & Annexure

B. ii) The issue price and the number of shares are being finalized and as such the Post-Issue Capitalisation

Statement cannot be presented.

150

Annexure N Statement of Tax Shelter of Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million)

FOR THE NINE

MONTHS ENDED

DECEMBER 31

FOR THE YEAR ENDED MARCH 31 Sl. No.

PARTICULARS

2009 2009 2008 2007 2006 2005 A Profit before Tax &

Adjustments 33.26 (33.34) 65.83 168.91 70.86 65.18

B Tax Rate 33.99% 33.99% 33.99% 33.66% 33.66% 36.59% C Tax thereon at the above rate 11.31 - 22.38 56.86 23.85 23.85

D Permanent Differences 3.17 2.72 1.07 (0.82) (0.78) 0.14 E Timing Differences: Difference in Book

Depreciation & Depreciation under Income Tax Act,1961 (“I.T. Act”)

7.79 (89.00) 17.45 10.81 37.22 11.47

Net Disallowable / (Allowable) sum under section 43B of the I.T.Act

(1.06) 1.63 (4.99) 0.81 (3.96) 8.72

Provision for Doubtful debts and Advances

(7.47) (11.30) 9.47 5.58 2.67 1.66

Set off of Unabsorbed Depreciation

(38.98) - - - (18.42) (98.95)

Other Disallowable / (Allowable) sums

3.29 (3.89) 7.55 (2.35) (12.10) 11.78

F Total Timing Differences (36.43) (102.56) 29.48 14.85 5.41 (65.32)G Net Adjustments (D+F) (33.26) (99.84) 30.55 14.03 4.63 (65.18)H Tax expense / (saving) thereon (11.31) (33.94) 10.38 4.72 1.56 (23.85)I Tax Liability (C+H) - - 32.76 61.58 25.41 - J Tax Liability under MAT 4.20 - - - - 5.20 K Net Tax Liability 4.20 - 32.76 61.58 25.41 5.20 L Wealth Tax - 0.03 0.01 0.02 0.02 - M Total Current Tax (K+L) 4.20 0.03 32.77 61.60 25.43 5.20N Impact of Material Adjustments

for Restatement in corresponding years

(8.25) (13.06) 11.75 3.99 (3.66) 5.60

O Tax Liability on Material adjustments for Restatement in corresponding years

- - - - - -

P Taxable Profit before Tax and after adjustments as Restated (A+G+N)

- - 108.13 186.93 71.83 5.60

Q Total Tax Liability after tax impact of adjustments (M+O)

4.20 0.03 32.77 61.60 25.43 5.20

151

Annexure O Statement of Segmental Information of Automotive Stampings and Assemblies Limited, as Restated Primary Segment: Business Segment The Company operates only in the Automobile Component segment. Secondary Segment: Geographical Segment

(Currency: Indian Rupee in Million) YEAR ENDED MARCH 31,

Segment Revenues

FOR THE NINE

MONTHS ENDED

DECEMBER 31, 2009

2009 2008 2007 2006 2005

Revenues within India

2,835.29 3,439.90 2,970.24 3,190.68 2,751.48 2,464.90

Revenues outside India

14.60 31.34 52.92 55.65 25.86 39.27

Total Revenues 2,849.89 3,471.24 3,023.16 3,246.33 2,777.34 2,504.17 Note: All the assets of the Company are located within India except for segment assets aggregating to

2.02

1.56

2.21

6.83

8.32

4.73

152

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Please read the following discussion of our financial condition and results of operations together with our restated financial statements as of and for the Financial Years ended March 31, 2009, 2008 and 2007 along with 9 months period ended December 31, 2009 including the notes thereto and reports thereon, each included in this Draft Letter of Offer. We request you to also read the sections titled “Risk Factors” and “Forward Looking Statements” included in this Draft Letter of Offer which discuss a number of factors and contingencies that could affect our financial conditions and results of operations. The financial statements included in this Draft Letter of Offer are prepared in accordance with Indian GAAP. Our fiscal year ends on March 31 of each year. Accordingly, all references to a particular fiscal year are to the twelve month period ended on March 31 of that year. OVERVIEW OF OUR BUSINESS We are a manufacturer of a range of sheet metal components and assemblies for the automotive industry. We are primarily a Tier I auto components supplier. Our Company was incorporated in 1990 under the name of JBM Tools Limited, the SK Arya group (“SKA”) being the promoters. In 1997, our Company, pursuant to an agreement between SKA and TACO, was converted into a Joint Venture between TACO, its affiliate TIL and SKA. In April 2002, TACO and TIL bought over SKA’s stake to take its combined holding to 81.35%. Subsequently, TIL transferred its stake (except for 100 shares) to TACO in March 2004 and TACO became the holding Company. In February 2007, in order to benefit from Spanish group Gestamp’s technological expertise, a share purchase agreement dated February 13, 2007 (“Share Purchase Agreement”) was signed between TACO and Gestamp Servicios, S.L. Subsequently, in August, 2007, Gestamp Servicios, S.L. became the joint Promoter of our Company by acquiring 37.49% stake from TACO and 0.01% from public through an open offer made in terms of SEBI Takeover Code. We are into the production of a wide range of sheet metal components which form about 60% of the weight of a vehicle. The outer part of the chassis of a vehicle is made from sheet metal pressings. Sheet metal sub-assemblies are used in the underbody of the vehicle, exhaust systems, fuel tanks, skin panels, brackets, oil sumps and supporting panels. Our product mix can be broadly classified into three categories: i) Components ii) Welded Assemblies and iii) Modules/Aggregates. Some of the products manufactured by us are skin panels for cars, tractors, cabin and BIW parts, suspension parts, underbody parts, fuel tanks and oil sumps. Our products are mainly for passenger and commercial vehicles. Our Company counts some of the most prestigious vehicle manufacturers in the country like Tata Motors Limited, General Motors India Private Limited, Fiat India Automobiles Limited, Mahindra & Mahindra Limited and John Deere Equipment Private Limited as our customers. SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS In the opinion of the Board of Directors of our Company, there have not arisen, since the date of the last audited financial statements included in this Draft Letter of Offer, any circumstance that materially and adversely affect or is likely to affect our business or profitability or the value of our assets or our ability to pay our liabilities within the next 12 months. There is no subsequent development after the date of the Auditor’s Report which we believe is expected to have a material impact on reserves, profits, earning per share and book value of our business. FACTORS THAT MAY AFFECT THE RESULTS OF OUR OPERATIONS The following factors may affect the results of our operations -

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• Macroeconomic factors • Degree of success in obtaining orders from new OEMs • Managing pricing pressures • Ability to raise funds at competitive rates • Price fluctuations - Steel price fluctuations • Continuous increase in input costs –operational efficiency • Increasing competition • Loss or shutdown of operations of our Company at any time due to strike or labour unrest or any other

reason

DISCUSSION ON THE RESULTS OF OUR OPERATIONS The following table sets forth selected financial data from our restated profit and loss accounts -

(Rs. in Mn) FOR 9

MONTHS ENDED DEC. 31,

FOR THE YEAR ENDED MARCH 31, PARTICULARS

2009 2009 2008 2007 2006 2005 INCOME Net Sales of products manufactured 2,841.45 3,456.22 3,009.87 3,131.85 2,767.97 2,498.84 Other Income 15.91 29.34 15.02 115.97 18.22 6.35 Increase / (Decrease) in Inventories 4.70 11.33 (21.02) 7.72 (64.94) 53.46 TOTAL INCOME 2,862.06 3,496.89 3,003.87 3,255.54 2,721.25 2,558.65 EXPENDITURE Raw Material Consumed 2,193.72 2,725.98 2,202.75 2,392.17 1,967.84 1,844.59 (As a % of Net Sales + Increase / (Decrease) in Inventories)

77.08% 78.61% 73.70% 76.19% 72.80% 72.27%

Staff Costs 193.21 250.85 221.68 182.15 165.38 143.19 (As a % of Net Sales) 6.80% 7.26% 7.37% 5.82% 5.97% 5.73%Other Manufacturing Expenses 309.81 369.13 343.66 354.90 334.42 341.23 (As a % of Net Sales) 10.90% 10.68% 11.42% 11.33% 12.08% 13.66%Administration Expenses 47.88 70.43 93.70 80.97 120.74 104.75 (As a % of Net Sales) 1.69% 2.04% 3.11% 2.59% 4.36% 4.19%Selling and Distribution Expenses 31.28 31.29 52.45 53.07 42.47 45.78 (As a % of Net Sales) 1.10% 0.91% 1.74% 1.69% 1.53% 1.83%Interest and Finance Charges 52.92 82.53 23.79 23.36 19.57 13.93 (As a % of Net Sales) 1.86% 2.39% 0.79% 0.75% 0.71% 0.56%TOTAL EXPENDITURE 2,828.82 3,530.21 2,938.03 3,086.62 2,650.42 2,493.47 PROFIT / (LOSS) BEFORE TAX 33.24 (33.32) 65.84 168.92 70.83 65.18 (As a % of Total Income) 1.16% -0.95% 2.19% 5.19% 2.60% 2.55%PROVISION FOR TAXATION BEFORE ADJUSTMENTS

12.00 (9.10) 22.87 60.61 24.40 25.01

NET PROFIT / (LOSS) AFTER TAX BEFORE ADJUSTMENTS

21.24 (24.22) 42.97 108.31 46.43 40.17

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(As a % of Total Income) 0.74% -0.69% 1.43% 3.33% 1.71% 1.57%ADJUSTMENTS AFTER TAX IMPACT

(5.44) (9.04) 8.53 2.25 (3.05) 3.70

NET PROFIT / (LOSS) AS RESTATED

15.80 (33.26) 51.50 110.56 43.38 43.87

(As a % of Total Income) 0.55% -0.95% 1.71% 3.40% 1.59% 1.71% Our main customer is Tata Motors Limited (“TML”). TML has accounted more than 60% in our total Revenue in last three Financial Years 2009, 2008 and 2007. Further, our new plant at Pantnagar at Uttrakhand is catering exclusively for TML and our proposed expansion i.e. Passenger Carrier (1 Ton) Project and Small Commercial Carrier (0.5 Ton) Project is also for TML (one of the Objects of the Issue for which our Company wants to raise the funds). A major part of Net Sales of our Company is dependant upon a few major customers. The details of our main customers in terms of our Net Sales and their share in our Net Sales are as under – (Rs. in Mn)

9 months ended on December 31, 2009

FY 09 FY 08 FY 07 Name of Top Five Customers

Net Sales

% of Net

Sales

Net Sales

% of Net

Sales

Net Sales

% of Net

Sales

Net Sales

% of Net

Sales Top First Customer 1,852.64

65.20% 2,196.29 63.55% 1,869.40 62.11% 2,099.77 67.05%

Top Second Customer 147.09 5.18% 162.84 4.71% 167.52 5.57% 159.51 5.09%Top Third Customer 109.50 3.85% 161.02 4.66% 118.79 3.95% 128.79 4.11%Top Fourth Customer 6.77 0.24% 58.67 1.70% 113.16 3.76% 86.75 2.77%Top Fifth Customer 53.43 1.88% 48.49 1.40% 54.67 1.82% 42.19 1.35%Total Net Sales from Top Five Customers

2,169.43 76.35% 2,627.31 76.02% 2,323.54 77.20% 2,517.01 80.37%

Total Net Sales 2,841.45

100% 3,456.22 100% 3,009.87 100% 3131.85 100%

Results for the nine months ended December 31, 2009 Total Income Our Total Income for the nine months ended December 31, 2009 is Rs. 2,862.06 Mn which comprises of Net Sales of our products manufactured amounting to Rs. 2,841.45, Other Income amounting to Rs. 15.91 Mn and Increase in Inventories amounting to Rs. 4.70 Mn. Total Expenditure Raw Material Consumed Raw Material Consumption for the nine months ended December 31, 2009 is Rs. 2,193.72 Mn which is 77.08% of Net Sales and Increase/Decrease in Inventories. Raw Material Consumption has decreased from 78.61% in FY 2009 to 77.08% for the nine months ended December 31, 2009 mainly due to change in product mix. Staff Costs Staff Costs for the nine months ended December 31, 2009 is Rs. 193.21 Mn which is 6.80% of Net Sales. Staff Costs as a % to Net Sales has decreased from 7.26% in FY 2009 to 6.80% for the nine months ended December 31, 2009 due to proportionate increase in sales during the corresponding period and the semi-variable nature of the staff cost.

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Other Manufacturing Expenses Other Manufacturing Expenses for the nine months ended December 31, 2009 is Rs. 309.81 Mn which is 10.90% of Net Sales. Other Manufacturing Expenses as a % to Net Sales has increased marginally from 10.68% in FY 2009 to 10.90% for the nine months ended December 31, 2009 mainly due to the collective effect of marginal increase in % of consumables & stores and processing charges with a marginal reduction in % of depreciation on plant & machinery. Administration Expenses Administration Expenses for the nine months ended December 31, 2009 is Rs. 47.88 Mn which is 1.69% of Net Sales. Administration Expenses as a % to Net Sales has decreased from 2.04% in FY 2009 to 1.69% for the nine months ended December 31, 2009 mainly due to proportionate increase in sales during the corresponding period and the semi-variable nature of administration expenses. Selling and Distribution Expenses Selling and Distribution Expenses for the nine months ended December 31, 2009 is Rs. 31.28 Mn which is 1.10% of Net Sales. Selling and Distribution Expenses as a % to Net Sales has increased from 0.91% in FY 2009 to 1.10% for the nine months ended December 31, 2009 mainly on account of increase in outward freight expenses. Interest and Finance Charges Interest and Finance Charges for the nine months ended December 31, 2009 is Rs. 52.92 Mn which is 1.86% of Net Sales. Interest and Finance Charges as a % to Net Sales has decreased from 2.39% in FY 2009 to 1.86% for the nine months ended December 31, 2009 due to reduction in interest cost on account of repayment of loans. Provision for Taxation We provide for taxes, comprising of current income tax and deferred taxes. Provision for Taxes for the nine months ended December 31, 2009 is Rs. 12.00 Mn which is 1.16% of Total Income. It has increased as a % to Total Income from -0.95% in FY 2009 to 1.16% for the nine months ended December 31, 2009. There was a tax credit in Fiscal 2009 in view of the losses whereas there was profits in the period ended for nine months ended December 31, 2009 which required provisioning for taxes. Net Profit after Tax Net Profit after Tax for the nine months ended December 31, 2009 is Rs. 21.24 Mn which is 0.74% of Net Sales. Net Profit margin has increased from 0.74% in FY 2009 to -0.69% for the nine months ended December 31, 2009. This increase in Net Profit margin is due to the combined effect of the factors as mentioned above, mainly due to reduction in cost of Raw Material and decrease in Interest and Financial Charges. Comparison of Fiscal 2009 and 2008 Income Net Sales of products manufactured Net Sales of products manufactured increased by 14.83 % from Rs. 3,009.87 Mn in Fiscal 2009 to Rs. 3,456.22 Mn in Fiscal 2009. This increase was due to change in product mix and increase in selling price due to increase in input cost. Other Income Our sources of Other Income mainly consist of income from investments, cash discount received and other

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miscellaneous receipts. Other Income increased by 95.34% from Rs. 15.02 Mn in Fiscal 2008 to Rs. 29.34 Mn in Fiscal 2009. This increase was due to increase in Cash Discount and increase in write back of provisions, no longer required. Total Income On account of the foregoing reasons and due to increase in Inventories compared to a decrease in Inventories in Fiscal 2008, Total Income increased by 16.41% from Rs. 3,003.87 Mn in Fiscal 2008 to Rs. 3,496.89 Mn in Fiscal 2009. Total Expenditure Raw Material Consumed Raw Material Consumption in Fiscal 2009 was 78.61% of Net Sales and Increase/Decrease in Inventories. It has increased from 73.70% in Fiscal 2008 as a % of Net Sales and Increase/Decrease in Inventories to 78.61% in Fiscal 2009 as a % of Net Sales and Increase/Decrease in Inventories. It increased by 23.75 % from Rs. 2,202.75 Mn in Fiscal 2008 to Rs. 2,725.98 Mn in Fiscal 2009. The main reason for this increase was change in product mix. Staff Costs Staff Costs in Fiscal 2009 was 7.26% of Net Sales. It has decreased marginally from 7.37% in Fiscal 2008 as a % of Net Sales to 7.26% in Fiscal 2009 as a % of Net Sales. It increased by 13.16% from Rs. 221.68 Mn in Fiscal 2008 to Rs. 250.85 Mn in Fiscal 2009, mainly due to wage revisions and year-on-year salary hikes. Other Manufacturing Expenses Other Manufacturing Expenses in Fiscal 2009 was 10.68% of Net Sales. It increased by 7.41 % from Rs. 343.66 Mn in Fiscal 2008 to Rs. 369.13 Mn in Fiscal 2009. It has decreased from 11.42% in Fiscal 2008 as a % of Net Sales to 10.68% in Fiscal 2009 as a % of Net Sales, primarily as a result of reduction in expenses of power & fuel. Administration Expenses Administration Expenses in Fiscal 2009 was 2.04% of Net Sales. It has decreased by 24.83% from Rs. 93.70 Mn in Fiscal 2008 to Rs. 70.43 Mn in Fiscal 2009. It has decreased from 3.11% in Fiscal 2008 as a % of Net Sales to 2.04% in Fiscal 2009 as a % of Net Sales, primarily due to reduction in overheads. Selling and Distribution Expenses Selling and Distribution Expenses in Fiscal 2009 was 0.91% of Net Sales. It has decreased by 40.34% from Rs. 52.45 Mn in Fiscal 2008 to Rs. 31.29 Mn in Fiscal 2009. It has decreased from 1.74% in Fiscal 2008 as a % of Net Sales to 0.91% in Fiscal 2009 as a % of Net Sales, primarily due to reduction in outward freight expenses. Interest and Finance Charges Interest and Finance Charges in Fiscal 2009 was 2.39% of Net Sales. It has increased by 246.91% from Rs. 23.79 Mn in Fiscal 2008 to Rs. 82.53 Mn in Fiscal 2009. It has increased from 0.79% in Fiscal 2008 as a % of Net Sales to 2.39% in Fiscal 2009 as a % of Net Sales. The main reason for such high increase was higher interest payment on account of drawal of term loans for expansion projects. Provision for Taxation We provide for taxes, comprising of current income tax, fringe benefit tax and deferred taxes. Provision for Taxes in Fiscal 2009 was -0.69% of Total Income. It has decreased by 139.79% from Rs. 22.87 Mn in Fiscal

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2008 to Rs. -9.10 Mn in Fiscal 2009. The main reason for this decrease was as there was a provision for tax in Fiscal 2008 in view of profits whereas there was a tax credit in the Fiscal 2009 in view of losses. Net Profit after Tax, as Restated Net Loss after Tax, as restated was 0.95% of Total Income. It has decreased by 164.58% from a profit of Rs. 51.50 Mn in Fiscal 2008 to a loss of Rs. 33.26 Mn in Fiscal 2009. The main reason for losses in Fiscal 2009 was higher interest payment on account of drawal of term loans for expansion projects and high cost of raw material consumed. Comparison of Fiscal 2008 and 2007 Income Net Sales of products manufactured Net Sales of products manufactured decreased by 3.89 % from Rs. 3,131.85 Mn in Fiscal 2007 to Rs. 3,009.87 Mn in Fiscal 2008. The primary reason for this decrease is the reduction in volumes of customer programmes being handled by the Company. Other Income Other Income mainly consists of income from investments, cash discount received and miscellaneous receipts. Other income decreased by 87.05% from Rs. 115.97 Mn in Fiscal 2007 to Rs. 15.02 Mn in Fiscal 2008. The primary reason for this decrease is that in Fiscal 2007, there was a one time income of Rs. 101.82 Mn arising in the form of gain on prepayment of Sales Tax Deferral Loan. Total Income On account of the reasons stated in the foregoing, our Total Income decreased by 7.73% from Rs. 3,255.54 Mn in Fiscal 2007 to Rs. 3,003.87 Mn in Fiscal 2008. Expenditure Raw Material Consumed Raw Material Consumed decreased by 7.92% from Rs. 2,392.17 Mn in Fiscal 2007 to Rs. 2,202.75 Mn in Fiscal 2008 because of decrease in Net Sales and decrease in consumption of raw material as a percentage of Net Sales and Increase / (Decrease) in Inventories from 76.19% in Fiscal 2007 to 73.70% in Fiscal 2008. Raw Material as a percentage of Net Sales and Increase / (Decrease) in Inventories came down due to Value Analysis and Value Engineering (VAVE) efforts, tighter control over material accounting and material lying with job workers. Staff Costs Staff costs increased by 21.70% from Rs. 182.15 Mn in Fiscal 2007 to Rs. 221.68 Mn in Fiscal 2008 due to increase in normal wages payable to contract employees as well as year-on-year salary hikes. Employee cost as a percentage of Net Sales also increased from 5.82% in Fiscal 2007 to 7.37 % in Fiscal 2008 for the same reason. Other Manufacturing Expenses Other Manufacturing Expenses decreased by 3.17% from Rs. 354.90 Mn in Fiscal 2007 to Rs.343.66 Mn in Fiscal 2008 because there was a decrease of 3.89% in Net Sales in this period. However, Other Manufacturing Expenses as a percentage of Net Sales marginally increased from 11.33% in Fiscal 2007 to 11.42% in Fiscal 2008 due to expenses towards technical assistance fee. Administration Expenses

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Administration Expenses increased by 15.72% from Rs. 80.97 Mn in Fiscal 2007 to Rs. 93.70 Mn in Fiscal 2008 due to business development expenses (on account of travelling) incurred in order to secure new business and training expenses incurred for improving capabilities of employees. Administration Expenses as a percentage of Net Sales also increased from 2.59% in Fiscal 2007 to 3.11% in Fiscal 2008 for the same reason. Selling & Distribution Expenses Selling & Distribution Expenses decreased by 1.17% from Rs. 53.07 Mn in Fiscal 2007 to Rs. 52.45 Mn in Fiscal 2008. However, Selling & Distribution Expenses marginally increased from 1.69% in Fiscal 2007 to 1.74% in Fiscal 2008 as a percentage to Net Sales due to increase in provisions for doubtful debts. Interest and Finance Charges Interest and Finance Charges have marginally increased by 1.84% from Rs. 23.36 Mn in Fiscal 2007 to Rs. 23.79 Mn in Fiscal 2008. Interest and Finance Charges as a percentage of Net Sales increased from 0.75% in Fiscal 2007 to 0.79% in Fiscal 2008. The increase was mainly due to increase in interest expenses on account of increase in working capital loans. Provision for Taxation We provide for taxes, comprising of current income tax, fringe benefit tax and deferred taxes. The total Income Tax provision has reduced from Rs. 60.61 Mn in Fiscal 2007 to Rs. 22.87 Mn in Fiscal 2008 on account of lower profit in Fiscal 2008. Net Profit after Tax, as Restated Net Profit after Tax, as restated has decreased by 53.42% from Rs.110.56 Mn in Fiscal 2007 to Rs. 51.50 Mn in Fiscal 2008. Net Profit after Tax as a percentage of Net Sales has decreased from 3.40% in Fiscal 2007 to 1.71% due to all the aforementioned factors, mainly due to higher Employee Cost, increase in Administration expenses and decrease in Other Income as compared to Fiscal 2007. Comparison of Fiscal 2007 and 2006 Income Net Sales of products manufactured Net Sales of products manufactured increased by 13.15 % from Rs. 2,767.97 Mn in Fiscal 2006 to Rs. 3,131.85 Mn in Fiscal 2007. The primary reason for this increase was the increase in volumes of customer programmes being handled by our Company. Other Income Other Income increased by 536.50% from Rs. 18.22 Mn in Fiscal 2006 to Rs. 115.97 Mn in Fiscal 2007. The primary reason for this increase was due to a one time income of Rs. 101.82 Mn arising from prepayment of Sales Tax Deferral Loan in Fiscal 2007. Total Income On account of the reasons stated in the foregoing, our Total Income increased by 19.63% from Rs. 2,721.25 Mn in Fiscal 2006 to Rs. 3,255.54 Mn in Fiscal 2007. Expenditure Raw Material Consumed

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Raw Material Consumed increased by 21.56% from Rs. 1,967.84 Mn in Fiscal 2006 to Rs. 2,392.17 Mn in Fiscal 2007. This increase was mainly due to corresponding increase of 13.15% in Net Sales. Raw Material consumption as a percentage of Net Sales and Increase / Decrease in Inventories increased from 72.80% in Fiscal 2006 to 76.19% in Fiscal 2007. This increase is primarily due to the change in the product mix. Staff costs Staff costs increased by 10.14% from Rs. 165.38 Mn in Fiscal 2006 to Rs. 182.15 Mn in Fiscal 2007 due to year-on-year salary hikes. However, employee cost as a percentage of net sales decreased from 5.97% in Fiscal 2006 to 5.82% in Fiscal 2007 due to the increase in net sales being proportionately greater than the increase in employee cost. Other Manufacturing Expenses Other Manufacturing Expenses increased by 6.12% from Rs. 334.42 Mn in Fiscal 2006 to Rs. 354.90 Mn in Fiscal 2007. However, Other Manufacturing Expenses as a percentage of net sales decreased from 12.08% in Fiscal 2006 to 11.33% in Fiscal 2007. The decrease was primarily on account of reduction in processing charges. Administration Expenses Administration Expenses decreased by 32.94% from Rs. 120.74 Mn in Fiscal 2006 to Rs. 80.97 Mn in Fiscal 2007 due to decrease in administrative services charges. Administration Expenses as a percentage of Net Sales also decreased from 4.36% in Fiscal 2006 to 2.59% in Fiscal 2007 for the same reason. Selling & Distribution Expenses Selling & Distribution Expenses increased by 24.96% from Rs. 42.47 Mn in Fiscal 2006 to Rs. 53.07 Mn in Fiscal 2007 due to marginal increase in packing material and provisions for doubtful debts. However, Selling & Distribution Expenses marginally increased from 1.53% in Fiscal 2006 to 1.69% in Fiscal 2007 as a percentage to Net Sales due to above mentioned reasons. Interest and Finance Charges Interest and Finance Charges have increased by 19.37% from Rs. 19.57 Mn in Fiscal 2006 to Rs. 23.36 Mn in Fiscal 2007. Interest and Finance Charges as a proportion of net sales increased from 0.71% in Fiscal 2006 to 0.75% in Fiscal 2007. This increase was mainly on account of increase in term loans. Provision for Taxation We provide for taxes, comprising of current income tax, fringe benefit tax and deferred taxes. The total Income Tax provision has increased from Rs. 24.40 Mn in Fiscal 2006 to Rs. 60.61 Mn in Fiscal 2007 on account of increase in Profit Before Tax by 138.49% in Fiscal 2007 when compared with Fiscal 2006. Net Profit after Tax, as Restated Net Profit after Tax, as restated has increased by 154.86% from Rs. 43.38 Mn in Fiscal 2006 to Rs. 110.56 Mn in Fiscal 2007. Net Profit after Tax as a percentage of Total Income has increased from 1.59% in Fiscal 2006 to 3.40% in Fiscal 2007 due to all the aforementioned factors, mainly due to major increase in Other Income arising from prepayment of Sales Tax Deferral Loan in Fiscal 2007. Liquidity and Capital Resources Our primary liquidity needs have historically been to finance our capital expenditure programs and working capital needs. To fund these items, we have relied on our internal accruals and loan funds.

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Cash Flows The table below sets forth cash flow statement data of our Company as per its restated financial statements for the nine months ended December 31, 2009 and the Financial Years ended March 31, 2009, 2008, 2007 and 2006:

(Rs. in Mn)

For the Financial Year ended Particulars For the nine months ended December 31,

2009

2009 2008 2007 2006

Net cash generated from operating activities

211.16 231.39 279.08 185.05 225.90

Net cash used in investing activities (40.17) (149.60) (541.80) (126.91) (76.22) Net cash from/(used in) Financing activities

(211.32) (28.26) 275.48 (153.37) (58.45)

Net increase/(decrease) in cash and cash equivalents

(39.83) 53.53 12.76 (95.23) 91.23

Unusual or infrequent events or transactions There have been no events or transactions that, to our knowledge, may be described as “unusual” or “infrequent”. Significant economic changes We do not see any significant economic changes have materially affected or may likely to affect materially our income from continuing operations. If any major changes in items such as increase in fuel cost, hike in inflation rate and slowing down of economic growth etc. occur, may have an adverse impact on the entire automotive component industry including our operations. Know trends or uncertainties Except as described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Draft Letter of Offer, to our knowledge, there are no known trends or uncertainties that are expected to have a material adverse impact on our revenues or income from continuing operations. Future relationship between cost and income Our Company doesn’t see any substantial increase in labour cost or other cost related to the product except that raw material prices may go up in near future due to rise in commodity prices. However, any increase in raw material prices would be duly covered in the sales price of the product. Except as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, to our knowledge there are no known factors that will have a material adverse impact on our operations and finances. Total turnover of each major industry in which our Company operates Our Company operates in only one Industry Segment i.e. Auto Component Industry. New products or business segments Except as described in “Objects of the Issue” and/or “Our Business”, we have no plans to introduce any new product and have no plan to enter into new business segment. There is no material increase or decrease in Net Sales or Revenue due to introduction of new products or services or major increased sales prices in the above discussed operations for the last three Financial Years.

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Seasonality of business None of our products are seasonal in nature. Dependence on single or few suppliers / customers As mentioned in “Risk Factors” and “Our Business”, we are predominantly dependent on Tata Motors Limited for sale of our products. We are a volume producer of sheet metal components, and therefore depend on bulk orders which are possible only through OEMs. Further, on supply side also, we are significantly dependent on the top suppliers. Please refer to “Our Business” on pages no. 45 for the further details on our customers and suppliers. Competitive conditions We have been strengthening our position in the business segments in which we operate. Most of the players in the sheet metal segment of automotive component industry are in the unorganized sector with whom we compete. Please refer to “Our Business”, “Industry Overview” and “Risk Factors” on pages no. 45, 40 and x respectively for further details on competition.

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SECTION VI: LEGAL AND OTHER INFORMATION Except as described below, there are no outstanding litigation, suits or civil or criminal prosecution, proceedings including pending proceedings for violation of statutory regulations or alleging criminal or economic offences or tax liabilities against our Company, our Promoters, our Group Companies and our Directors that would have a material adverse effect on our business and that there are no defaults, non-payments or overdue of statutory dues, institutional/bank dues and dues payable to holders of debentures or fixed deposits and arrears of cumulative preference shares that would have a material adverse effect on our business. Further, except as disclosed below the Company is not involved in any criminal litigation or litigation involving moral turpitude. Set forth below are details of the outstanding or pending litigations against the Company and details of proceedings filed by the Company. Litigations involving our Company A. Income Tax cases 1. The Company has filed an Appeal before the ITAT challenging the Order dated August 19, 2008 passed

by the CIT (Appeals), whereby CIT (Appeals) has dismissed the appeal filed by the Company. The Company had challenged before the CIT (Appeals), the Order dated December 29, 2006 passed by the Assessing Officer u/s 143(3) of the Income Tax Act. The Assessing Officer in the said Order, in relation to Assessment Year 2004-05 had inter alia made addition of Rs. 35.04 Mn by treating gain on prepayment of sales tax deferral loan as revenue receipt.

Further, the Assessing Officer has also made an addition of Rs. 3.17 Mn to the book profit under

Section 115JB of the Income Tax Act, 1961. The Company has already provided for the said liability in the books of accounts except for the tax

impact on addition to book profit of Rs. 3.17 Mn. The likely tax impact of the same is Rs. 0.40 Mn. The Appeal is pending for hearing and final disposal. 2. The Company has filed an Appeal before the ITAT, Pune Bench, against the order of the CIT (Appeals)

for upholding the disallowances/ the addition of Rs.85.42 Mn in the nature of gain on Prepayment of Sales Tax Deferral Loan treated as revenue receipt and part of communication expenses made by the Assessing Officer for the Assessment Year 2003-04.

The Appeal filed before the ITAT is pending for hearing and final disposal. The Company has already provided for the said liability in the books of accounts. 3. The Company has filed an appeal before the CIT (Appeals) -III, Pune challenging the Assessment

Order passed by the Assessing Officer during the assessment for the Assessment Year 2006-07 whereby the Assessing Officer has made certain additions and/ or made disallowances of Rs. 6.02 Mn.

The Appeal is pending for hearing. 4. The Company has filed an appeal before the CIT (Appeals) against the Order dated November 26, 2008

passed by the Income Tax Officer, TDS –1, Pune. The Income Tax Department had issued a show cause notice u/s 201 (1) dated July 2, 2008 to the Company seeking to hold Company as an assessee in default in respect of alleged short deduction of TDS u/s 194J and 194I of the Income Tax Act, 1961.

The Appeal is pending for hearing and final disposal. 5. The Company has filled an appeal before the CIT (Appeals) – V, Pune, contesting the addition /

disallowance of Rs. 15.04 Mn made in the Order dated December 11, 2009, passed by the Deputy

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Commissioner of Income Tax, Circle 8, Pune under section 143 (3) read with section 147 of the Income Tax Act, 1961 for the Assessment Year 2003-04.

The Appeal is pending hearing and final disposal 6. The Company is in the process of filing an Appeal along with along with application for waiver of pre-

deposit of tax before the CIT (Appeals), Pune against the Order dated March 30, 2010 passed by the Deputy Commissioner of Income Tax, Circle - 8, Pune under section u/s 271 (1) (c) of the Income Tax Act, 1961. The Dy. Commissioner of Income Tax has levied a Penalty of Rs. 14.79 Mn for furnishing inaccurate particulars of income for the assessment year 2004-05.

B. Central Excise Cases 1. The Company (Bhosari Unit) has filed an appeal before the CESTAT, Mumbai bearing no E /2305/04

of 2005 against the Order of the Commissioner (Appeals) Central Excise, Pune. The Commissioner (Appeals) has by his Order confirmed the levy of Penalty of Rs 0.015 Mn and Interest of approximately Rs 0.14 Mn thereon. The Department had issued a show cause notice pertaining to undervaluation of free of cost material (sensor for fuel tank), not included in the Assessable Value. Duty has been paid by the Company.

2. The Commissioner of Central Excise, Pune has filed an Appeal bearing No. E /2441/06 of 2006 against

the Company before the CESTAT, Mumbai challenging the Order passed by the Adjudicating Authority who had set aside the penalty demanded under the show cause notice. Under the show cause notice, the Department had demanded Penalty and Interest on the duty allegedly evaded by the Company by undervaluing free of cost material (Steel Sheet or Blank), not included in the Assessable Value of the finished goods during the period from April 2001 to September 2004. The Duty along with interest has already been paid by the Company. Penalty demanded is Rs 2.10 Mn.

3. The Company (Halol Unit) has filed an appeal before the CESTAT, Ahmedabad, against an Order- in-

Appeal No. Commr (A)/198/VDR-II/2009 dated July 30, 2009, passed by the Commissioner (Appeals) Vadodara. The Commissioner (Appeals) had partly allowed the appeal filed by the Company and confirmed penalty of Rs 0.36 Mn and interest as may be applicable. The Appeal is pending for hearing. Similarly, the Commissioner of Central Excise, Vadodara has also filed an appeal before the CESTAT, Ahmedabad, against the Order- in-Appeal No. Commr (A)/198/VDR-II/2009 dated July 30, 2009 seeking to quash & set aside the said Order –in-Appeal and to restore the Order No. 12-13/BRC/MP/D-CltyIVDR-II,dated 28.03.2008 passed by the Joint Commissioner Central Excise and Customs - Vadodara -II.

4. The Company (Bhosari Unit) has filed an appeal before the CESTAT against the Order-in-Appeal dated

November 24, 2009 passed by the Commissioner (Appeal) Pune. The Commissioner Appeals has rejected the appeal filed by the Company challenging the Order-in-Original passed by the Assistant Commissioner, Central Excise, Pune V wherein the Asst Commissioner has confirmed the duty demanded under the show cause notice no. V (Dem) 15-263/ADJ/08/2471 dated 26th August, 2008 issued to the Company (Bhosari Unit) on account of: (a) goods sent outside for job work not received back within 180 days during the period from April, 04 to Sept. 05; and (b) availing incorrect credit on certain invoices. The Company has already paid the duty confirmed under the Order-in-Original of Rs 0.38 Mn, Interest of Rs 0.03 Mn and penalty as imposed under protest.

5. The Company (Chakan Unit) has filed an appeal before the CESTAT, Mumbai against the Order–in-

Appeal dated November 24, 2009 passed by the Commissioner (Appeals) Pune wherein the Commissioner (Appeals) had rejected the appeal filed by the Company challenging the Order-in-Original passed by the Additional Commissioner, Central Excise, Pune I. The Additional Commissioner has confirmed the duty demanded of Rs 4.64 Mn, penalty of equal amount and interest under the show cause notice no. 52/P-V/CKN/AE/ADC/2008 dated 9th July, 2008 issued to the Company (Chakan Unit) on account of (a) alleged non-inclusion of additional consideration received in the form of sale of scrap / off cuts in the assessable value of products manufactured on job work basis; and (b) alleged non-

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inclusion of die amortization cost in assessable value of certain components.

Out of the total duty demanded of Rs. 4.64 Mn, duty of Rs. 1.58 Mn has already been paid by the Company. Pursuant to the said order the Company is also liable to pay penalty of Rs 4.64 Mn and interest thereon.

The Appeal is pending final hearing and disposal. 6. The Company (Chakan Unit) has filed an Appeal along with application for waiver of pre-deposit of

duty and penalty confirmed under Order-in-Original before the CESTAT, Mumbai against the common Order in Original 01/2009 dated January 27, 2009. The Commissioner Central Excise, Pune I, vide its Order-in-Original had confirmed the duty demanded under (a) the show cause notices bearing No. 48/PV/CKN/COMMR/06 demanding duty of Rs 19.27 Mn along with interest and equal amount of penalty; and (b) show cause notice No. 20/PV/CKN/COMMR/08 demanding excise duty of Rs. 16.47 Mn and Interest and equal amount of Penalty thereon aggregating to Rs 35.74 Mn. The said show cause notices seeks to add the amount of gain on remission of Sales Tax Deferral Loan made during the Fiscal 2003 and Fiscal 2004 in assessable value.

The hearing of a waiver pre-deposit application and the appeal is pending.

7. The Company (Halol Unit) has filed an appeal before Commissioner (Appeals) against the Order-in-

Original No.9/Adj/AC/CD/2008, dated February 20, 2009 passed by the Assistant Commissioner, City Division Vadodara-II. The Assistant Commissioner has confirmed the duty demanded in the show cause notice V Ch 87(4)115/AST/CD 08 dated December 2, 2008 issued to Company (Halol Unit) demanding Rs. 0.14 Mn along with interest and penalty thereon. The show cause notice seeks to recover the differential duty from the Company on the ground that the Company has paid duty on the inter unit transfer of finished goods on the transaction value instead of 110% of the Cost of production as required by the Excise Valuation Rules. The Company has already deposited Rs 0.06 Mn.

The hearing of waiver of pre-deposit application and the appeal is pending.

8. The Company (Chakan Unit) is in the process of filing an appeal against the Order-in-Original No. PI /ADC/06/CEX/2010, dated February 25, 2010 passed by the Additional Commissioner of Central Excise, Pune I. The Additional Commissioner of Central Excise, Pune I has confirmed the duty demanded in the show cause notice No. 10/P-V/R-CKN/ADC/2009 dated January 22, 2009 to Company (Chakan Unit) demanding of Rs. 0.67 Mn along with interest and penalty thereon under section 11AB & 11AC of the Central Excise Act, 1944. The show cause notice seeks to recover the duty on account of alleged non-inclusion of additional consideration received by the Company in the form of penalty for non performance of the agreement for sale of scrap from the scrap vendors.

C. Sales Tax 1. The Company (Halol Unit) has filed an appeal before the Deputy Commissioner (Appeals), Vibhag IV,

Vadodara against the Assessment Order dated November 29, 2008 passed by the Sales Tax Officer, Gujarat. The Assessing Officer has while passing the Assessment Order, for financial year 2004-05 & 2005-06, demanded VAT of Rs 0.09 Mn and CST of Rs 0.03 Mn. The Company has challenged the said Assessment Order since the Assessing Officer has failed to consider (a) Forms/Declarations submitted by the Company; and (b) a payment of Sales Tax of Rs. 0.31 on tooling sales.

2. The Company (Chakan Unit) has filed an appeal before the Jt. Commissioner of Sales Tax (Appeals),

Pune, against the Assessment Order dated February 2, 2009 for the financial year 2002-03 passed by the Deputy Commissioner of Sales Tax (Assessment) Pune. The Assessing Officer has levied interest of Rs. 0.29 Mn under section 36(3)(b) of Bombay Sales Tax Act.

D. Service Tax

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The Company (Halol Unit) has filed an appeal before Commissioner (Appeals) against the Order-in-Original No.22/Adj/AC/CD/2008, dated February 20, 2009 passed by the Assistant Commissioner, City Division Vadodara-II. The Assistant Commissioner has confirmed the duty demanded in the show cause notice V Ch 87(4)16/SCN/CD 08 dated December 2, 2008 issued to Company (Halol Unit) demanding Service Tax of Rs 0.21 Mn along with interest and penalty thereon. The show cause notice seeks to recover the wrongly availed credit of Service Tax on outward freight during the period from 2005-06 to 2007-08.

The hearing of waiver of pre-deposit application and hearing of the appeal is pending.

E. Labour laws 1. There are 153 cases filed before the Labour Court, Vadodara and 4 cases before the Labour Court,

Pune, by the employees employed by the Contractor [registered under the Contract Labour (Regulation and Abolition) Act, 1970] of the Company for re-instatement with back wages, recovery of wages aggregating to Rs 10.50 Mn. No specific financial claim has been quantified in respect of 20 cases filed before the Labour Court, Vadodara and 4 cases filed before the Labour Court, Pune.

2. Akhil Gujarat General Labour Union (Majdoor Sangh) has filed a case against the Company before the

Assistant Labour Commissioner, Vadodara for claim of 20% Bonus, double overtime and leave with wages. The Assistant Labour Commissioner has sought approval of Labour Commissioner for making reference to the Labour Court.

3. Akhil Gujarat General Labour Union (Majdoor Sangh) has filed a case against the Company before the

Labour Court, Vadodara, u/s 15(2) of the Payment of Wages Act 1936 for the alleged non payment of wages to the employees employed through the Contractor [registered under the Contract Labour (Regulation and Abolition) Act, 1970] by the Company on due date. Hearing is in progress.

F. Civil Suits

Parry Engineering & Electronics Private Limited has filed a Summary Suit bearing No 2359 of 2008 before the City Civil Court, Ahmedabad, against the Company claiming Rs 1.39 Mn towards a consignment returned by the Company. Pursuant to the Order dated February 27, 2009, the Company has been granted leave to defend the said Summary Suit on payment of Rs 0.20 Mn. The Company has deposited the said amount and has filed its written statement. The Suit has been transferred to the list of long cause suits.

The Suit is pending hearing and passing of decree.

II. Show cause notices received by the Company

The Company has received show cause notices from various statutory and regulatory authorities. The brief note on the same is as follows:

A. Central Excise 1. The Joint Commissioner of Central Excise, Pune-I, has issued a show cause notice No. 99/P-V/BR-

V/AE/JC/2006 to Our Company (Bhosari Unit) for imposing Interest & Penalty on account of undervaluing the value of free of cost material (sensor for fuel tank) not included in the Assessable Value during the period from April, 2005 to October, 2005. The duty has been paid by the Company and the show cause notice has been issued after the payment of duty.

The show cause notice has been replied on January 5, 2007 and is pending for final hearing and

disposal. 2. The Commissioner Central Excise, Pune I, has issued a show cause notice No. 06/P-V/CKN/AE/

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COMMR/07 to Our Company (Chakan Unit) demanding Interest & Penalty on account of: (a) receipt of blanks and dies and fixtures free of cost from a customer and non consideration of proportionate cost thereof in assessable value during the period from May 2005 to August 2006. Duty of Rs. 8.03 Mn has been subsequently paid by the Company; (b) Cenvat credit of Rs. 2.37 Mn availed by the Company for duty paid on scrap is inadmissible during the period from June 2005 to December 2005. The Credit has been subsequently reversed by the Company; (c) Inadmissibility of Cenvat credit availed by the Company on duty paid on capital goods of Rs. 1.62 Mn. The Credit has been subsequently reversed by the Company.

The show cause notice was replied by the Company on March 22, 2007. Personal hearing is awaited. Penalty and Interest amounts have not been quantified in the show cause notice.

3. The Assistant Commissioner of Central Excise, Division V, Pune, has issued a show cause notice F. No.

V (Dem)/15-8/ADJ/06-07/960 to the Company (Bhosari Unit) demanding Interest and Penalty on the grounds that the raw material / parts of capital goods sent outside for job-work were not received within 180 days during the period from July 2002 to January 2005. The Company has already paid the Duty of Rs. 0.16 Mn. Interest and penalty is sought to be levied in the show cause notice. The Company has submitted the Reply to the show cause notice on June 9, 2006. Amount of Interest and Penalty has not been quantified in the show cause notice. The show cause notice is pending for hearing and adjudication.

4. The Jt. Commissioner, Central Excise, Pune I, has issued a show cause notice no.

69/PV/CKN/AE/JC/06 to the Company (Chakan Unit) demanding Interest and Penalty on the grounds that the raw material / parts of capital goods sent outside for job-work were not received back within 180 days. The Company has already paid the duty leviable of Rs. 0.67 Mn.

The Company has filed its reply and the show cause notice is pending for final hearing and disposal.

5. The Assistant Commissioner of Central Excise, City Division, Vadodara – II Commissionerate, Vadodara has issued a show cause notice no. V. Ch 87 (4) - 19/ASAL/CD/ 09 to the Company (Halol Unit) alleging that the Company has not paid duty on the goods sold under commercial invoice to a customer. The duty of Rs 0.48 Mn along with the interest and penalty is sought to be levied in the show cause notice.

The Company has filed its reply and the show cause notice is pending for final hearing and disposal.

B. Customs Act

The Asst. Commissioner of Customs, Monitoring Cell, Group VII, Mumbai has issued a show cause notice vide F. No. S/16 BE (MC)-109/ 04 VII with regards to the Enforcement of bond for non-fulfillment of Export obligation undertaken by the Company along with applicable interest. The matter pertains to non – fulfillment of export obligation attached to advance license issued to the Company. The Company has already paid the duty liability with Customs department and has applied for redemption of Advance License and Export Obligation Discharge Certificate. The show cause notice has been replied on March 5, 2007 and is pending for final hearing and disposal.

C. Income Tax 1. The Income Tax Department has issued a Notice u/s 274 read with Section 271(1) (c) of the Income

Tax Act, 1961, dated December 22, 2008, to the Company for imposing penalty for furnishing inaccurate particulars of income for the assessment year 2006-07. The Company has filed a detailed submission in the matter on January 15, 2009.

2. The Income Tax Department has issued a Notice u/s 274 read with section 271(1) (c) of the Income Tax

Act 1961, dated December 11, 2009, to the Company for imposing penalty for furnishing inaccurate

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particulars of income for the assessment year 2003-04. The Company has filed a detailed submission in the matter on January 11, 2010.

3. The Income Tax Department has issued a Notice u/s 201(1)/206C(7) of the Income Tax Act 1961 dated

December 9, 2009 to the Company seeking payment of tax / simple interest of Rs 0.7Mn towards deduction of tax at short rate /short payment at the time of making payment. The Company is in the process of filing submissions in the matter.

4. The Income Tax Department has issued a Notice u/s 201(1) of the Income Tax Act 1961 dated

November 30, 2009 to the Company seeking payment of tax / simple interest of Rs 0.075 Mn towards deduction of tax at short rate /short payment at the time of making payment. The Company is in the process of filing submissions in the matter.

D. Demand Notices

The Company has received a letter bearing no. ROP/5483 dated August 17, 2009 from Maharashtra State Industrial Development Corporation demanding a differential premium and annual lease rent amounting to Rs 6.16 Mn together with interest @ 14.5% from July 28, 2009 for recording the change in name of the Company from JBM Tools Limited to Automotive Stampings and Assemblies Limited in its records.

The Company has filed its reply to the said letter and awaiting personal hearing in the matter.

E. Provident Fund

A show cause notice for proceedings under Section 7-A of the Employees Provident Fund and Miscellaneous Provisions Act, 1952 has been issued by the Assistant Provident Fund Commissioner vide Letter No. 31701/CIR/III/Regl. 142/118, dated April 27, 2006 alleging non payment of Provident fund contribution by the Company relating to employees employed by the contractor on building construction & scrap lifting work for the period from January 2006 onwards. The amount has not been quantified in the show cause notice. An inspection by the Officials of his office has taken place. His report of inspection is awaited.

F. Factories Act

The Company has received a show cause notice bearing no. 4898/08 dated December 24, 2008 issued by the Deputy Director, Industrial Safety & Health, Pune, alleging the violation under Section 21(1) (iv) (c) of the Factories Act, 1948 with respect to an accident causing injury which took place on November 16, 2008 at the Company’s Chakan Unit.

The Company has by its letters dated January 6, 2009, January 28, 2009 and February 9, 2009 filed its reply to the said show cause notice. The notice is pending for hearing and final disposal.

G. Octroi rules

The Company has received a show cause notice bearing no.4479/NDL/CC ID dated October 21, 2009 issued by the Deputy Assessor & Collector (Octroi), Octroi Department, Brihanmumbai Mahanagarpalika, demanding Rs 1.24 Mn towards goods imported by our company for immediate exportation. The Company has filed its reply to the said demand notice.

LITIGATION BY OR AGAINST OUR PROMOTERS A. Tata AutoComp Systems Limited (TACO) 1. TACO has filed an appeal before the Bombay High Court against the Order of Sales Tax Appellate

Tribunal against the Assessment Order (BST) for the period April 1, 2000 to March 31, 2001. TACO

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has paid Rs. 9.11 Mn. under protest out of the total disputed amount of Rs. 9.11 Mn. Reference Application filed and accepted on May 4, 2009. Post Assessment Interest on delayed payment of principle amount of tax liability is Rs.3.86 Mn. which is not paid.

2. TACO has filed an appeal before the Sales Tax Appellate Tribunal against the order passed by the

Deputy Commissioner of Sales Tax in respect of the demand issued in the Assessment for the AY 2001-02. TACO has paid Rs. 4.88 Mn. under protest out of the total disputed amount of Rs.4.88 Mn. Reference Application filed and accepted on August 13, 2009. Interest on delayed payment of principle amount of tax liability is Rs.0.1 Mn. which is not paid.

3. TACO has received a demand notice from the Deputy Commissioner of Sales Tax Pune for payment of

interest on delayed payment against the assessment order for the Assessment Year 2002-03 for Rs 0.08 Mn.

4. TACO has filed an appeal before the Joint Commissioner (Appeals) of Sales Tax, Pune against the

Assessment Order for the Assessment Year 2003-04.TACO has paid an amount of Rs.2.00 Mn. under protest against the total demand of Rs.10.7 Mn. TACO has obtained a stay order on recovery of balance amount.

5. TACO has filed an appeal before the Commissioner of Central Excise (Appeals) against the levy of

service tax. TACO had received a show cause notice demanding Rs 7.80 Mn along with the interest and penalty. TACO has made a provision of about Rs. 9.48 Mn in the books of accounts and TACO has contested this claim.

6. TACO has filed an appeal before the CIT (Appeals) - XXXIII, Mumbai against the order of Assessing

Officer passed during the assessment for the assessment year 2004-05. The Assessing Officer has made certain disallowances / additions of Rs. 3.89 Mn. Notice of demand under section 156 of the Income Tax Act, 1961 with NIL demand has been received by TACO.

7. TACO has filed an appeal with the Commissioner of Income Tax (Appeals) - XXXIII, Mumbai against

the order of Assessing Officer passed during the Assessment for the Assessment year 2005-06. The Assessing Officer has made certain disallowances / additions of Rs. 171.86 Mn. TACO had received a demand notice of Rs 8.41 Mn from the assessing officer under section 115JB of the Income Tax Act, 1961. The appeal is pending for final hearing and disposal.

8. TACO has filed an appeal with the Commissioner of Income Tax (Appeals)- XXXIII, Mumbai against

the Draft order passed by the Assessing Officer passed during the Assessment for the Assessment Year 2006-07. The Assessing Officer has made certain disallowances/ additions of Rs.288.70 Mn. The appeal has not been disposed off so far.

9. Mr. Ranjan Mohapatra has filed a Special Civil Suit bearing No. 1752/2008, before the Civil Judge

Senior Division, Pune against Automotive Composite Systems (International) Ltd. (ACSI), Tata AutoComp Systems Limited (TACO) and Ernst & Young on September 16, 2008. By the said Suit Mr. Mahapatra has sought declaration of his termination of employment from ACSI to be illegal and a favourable discharge from the employment along with compensation of Rs. 5 lacs. The suit is pending for hearing.

10. TACO had received a Summons dated February 6, 2010 in case of Cri. Rev. No. 502/2009 from the

Court of Asst. Sessions Judge, Pune in the matter of Sigmalon Equipments Pvt. Ltd (SEPL). The matter pertains to a conflict between two shareholders of SEPL; wherein the company is one of the respondents and has taken on lease the premises in MIDC, Chinchawad which has been sub-leased by SEPL.

Mr. Vinod Kumar, the Complainant (One of the two shareholders SEPL) is claiming that TACO is a party to the criminal conspiracy to seek permission from MIDC for getting the property of SEPL situated at MIDC, Chinchawad on sub-lease and then to acquire the possession of the said property. In

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this regard, TACO has already filed a Caveat before the Hon’ble Bench Officer of Company Law Board (Principal Bench), New Delhi. The matter is currently pending for hearing before the Court of Asst. Sessions Judge, Pune.

11. TACO has received a show cause notice from Excise Department for payment of Interest on differential

Excise duty involved in the supplementary invoices raised in favor of the Customers. The total amount involved is approximately Rs. 1.66 million.

12. TACO has received a show cause notice from the Excise Department for an amount of Rs.0.36 Mn.

against the CENVAT credit claimed on spare parts other than Chapter Heading 82, 84, 85 & 90 of Central Excise Tariff for the period from April 2002 to September 2005. Reply has been submitted to the Central Excise. The show cause notice raised for the further is dropped by the Department.

13. There are 6 cases filed before the Labour Court, Pune, by the employees employed on a temporary

basis, for reinstatement in the services of TACO. The claim involved is approximately Rs.3.8 Mn. The cases are pending for hearing.

B. Gestamp Servicios, S. L (Gestamp) 1. Gestamp Servicios, S.L. vs. Sol Palencia, S.L.

Cause for the Claim: Resolution of the Lease Contract of offices located in a building in Madrid, Spain and return of the two bank guarantees (bonds) originally handed over to the Landlord company (Sol Palencia, S.L.).

Facts of the Case & Status of the Legal Procedure:

a. Due to the impossibility of obtaining the permit for the use of part of the leased premises for office use,

the Tenant (Gestamp Servicios, S.L.) communicated the Landlord, that in accordance with the terms and conditions of the abovementioned Lease Contract, such agreement was resolved and requested the devolution of the two bank bonds handed over at the beginning of the contractual relationship as guarantee for the fulfillment of the obligation to pay the rent, for a total amount of 35,000 Euros i.e. Rs. 2.12 Mn. (Note: Conversion rate as on March 31, 2010: 1 Euro = 60.56 INR, Source: RBI’ website)

b. In reply to the above, Gestamp Servicios, S.L has refused to act accordingly and requested the full

payment of the rent. c. Consequentially, the Tenant filed with the Spanish First Instance Court, on the 4th of February, 2009,

the writ formalizing its claim. The Plaintiff in turn filed a writ of Reconvention before the Court. The suit is currently pending the celebration of the Preliminary Hearing to be held before the Court.

2. Gestamp Servicios, S.L. vs. Mudanzas Madrid Profesionales, S.L.

Cause for the Claim: Damages caused by unjustified unilateral breach of Contract of Removal Services.

Facts of the Case & Status of the Legal Procedure:

a. During the transportation by the Defendant of goods property of the Claimant from its old offices

located in a building in Madrid, Spain, to its new offices, the workers contracted by the Defendant abandoned without warning and justification their work.

b. Consequentially to this interruption, the Plaintiff was forced to contract the services of another company to complete the change of offices, assuming a loss for the amount paid to the Defendant and for the extra cost arisen from the higher expense of contracting the second company.

c. Gestamp Servicios, S.L. filed on the 4th of February, 2009 with the Spanish First Instance Court a claim for the abovementioned damages, quantified in an amount of 25,216.95 Euros i.e. Rs. 1.53 Mn. (Note:

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Conversion rate as on March 31, 2010: 1 Euro = 60.56 INR, Source: RBI’ website). The Court is currently executing the act of formal notice of the suit to the Plaintiff, but has not been successful and therefore the suit is pending communication via edict publication.

LITIGATION BY AND AGAINST OUR GROUP COMPANIES A. Tata Toyo Radiator Limited (TTRL) 1. There are four labour related cases filed by various parties against TTRL before various Labour and

Industrial Courts. The total amount of claim is about Rs. 0.015 Mn. Three cases are pending for hearing and an order is awaited in one case.

2. TTRL has received two show cause notices from Excise Department. The total amount of the

demand/claim involved is approximately Rs. 1.30 Million. The show cause notices are pending for adjudication.

3. TTRL had filed an appeal before the Commissioner Appeals - Sales Tax for the financial year 2001 –

02 challenging the order passed by the assessing officer. The Appellate Commissioner has partly allowed the appeal. TTRL has filed a second appeal. The second appeal has been partly allowed. The matter has been remanded to the first appellate authority for verification. The amount involved in the matter is approximately Rs. 3. 8 million.

4. TTRL has filed an appeal with CESTAT on 16th Feb 2010 against the order of the Commissioner of

Customs, dated November 18, 2009. The Commissioner of Customs rejected the appeal of the TTRL against the order alleging that the TTRL has done wrong classification for the machines imported by it under nil duty rate. The amount of claim involved is Rs. 1.6 million.

B. Tata Johnson Controls Automotive Limited (TJCL)

Central Excise, Customs and Service Tax 1. TJCL has filed an appeal bearing No. 195/281/07 – RA – CX before the Joint Secretary, Ministry of

Finance against the order passed by the Commissioner (Appeals) confirming the demand of duty with interest and penalty amounting to Rs. 3. 4 Million. The Excise department had issued a show cause notice and demanded the duty stating that the rebate claimed under Rule 18 of the Central Excise Rules was sanctioned wrongly.

The Personal hearing is awaited

2. TJCL has filed an appeal before CESTAT (Mumbai) against the order of the Commissioner of Central

Excise confirming the demand of excise duty amounting to Rs. 0.49 million. The Department had issued a show cause notice and demanded interest on the Excise duty paid on the supplementary invoices raised by TJCL from Hinjewadi Plant from the FY 2001 for the increased price. TJCL has paid the interest under protest.

The matter is pending for Hearing

3. TJCL has filed an appeal before CESTAT (Chennai) against the demand for Service Tax on Royalty

paid for the period from October 1, 1999 to September 30, 2002. The total amount involved is Rs. 0.54 Million plus interest and penalty.

The matter is pending for hearing and final disposal

4. TJCL has received a show cause notice no. VGN(30)AE III/STC/04 from Commissioner Service Tax

Cell demanding Service Tax on seating tooling and design in respect of certain Customer Programs. The total amount of demand is Rs. 3.14 Million. The show cause notice has been replied.

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The matter is pending for hearing

5. TJCL has filed an appeal before CESTAT (Mumbai) against the order of the Additional Commissioner

of Customs transferring the amount of the refund due to TJCL to the Consumer Welfare Fund. The total claim is Rs. 2.2 million.

The matter is pending for hearing

Sales Tax

1. TJCL has filed a Reference Application before the Bombay High Court, against the Order passed by the

Sales Tax Tribunal for the sales tax demand of Rs. 7.1 million on tooling and development cost reimbursed by the Customer. The Tribunal has confirmed the demand. TJCL has paid the duty demanded demand except the interest thereon.

The matter is pending for hearing

Income Tax

1. TJCL had filed an appeal before the ITAT against the order of CIT (Appeals) confirming the demand

against TJCL in the A.Y. 1997 – 98. The ITAT passed an order partly in favour of TJCL & restored back some issues before the Assessing Officer.

2. The Commissioner of Income Tax has filed an appeal against TJCL for the Assessment Year 2001 – 02

against the order passed by ITAT. 3. TJCL has filed an appeal before the CIT- (Appeals) for the A. Y. 2005 – 06 against the order passed by

the Additional Commissioner of Income Tax. 4. TJCL has filed an appeal with CIT (Appeals) for the A. Y. 2006 – 07 against the order passed by the

Additional Commissioner of Income Tax.

The Contingent liability for all Income Tax matters is Rs. 16.75 million.

Other Litigations

1. TJCL has filed a summary suit before the Civil Court, Pune for recovery of Security Deposit. The total

amount of the Claim is Rs. 4.5 million along with interest and expenses.

The matter is pending for hearing 2. TJCL has filed a complaint before the Consumer Forum, Pune against the Supplier for refund of

advance of Rs. 0.45 million. The Hon’ble Forum has partly allowed the Complaint and passed an Order against the Supplier.

C. Automotive Composite Systems (International) Limited (ACSI) 1. Mr. Ranjan Mohapatra has filed a Special Civil Suit bearing No. 1752/2008, before the Court of

Hon’ble Civil Judge Senior Division, Pune against ACSI, Tata AutoComp Systems Limited (TACO) and Ernst & Young on September 16, 2008. By the said Suit Mr. Mahapatra has sought declaration of his termination of employment from ACSI to be illegal and to seek a favourable discharge from the employment along with compensation of Rs. 5 lacs. The matter is pending for hearing.

2. ACSI has received a legal notice from M/s Shailesh Industries through their advocates for non-

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payment of claimed outstanding amount of Rs 0.041 Mn. D. Tata AutoComp Mobility Telematics Limited (TMTL) 1. Hindustan Petroleum Corporation Limited has initiated an arbitration proceeding against TMTL for

non-performance of contractual terms mentioned in Purchase Order. The total amount of claim is approximately Rs.8.56 million. The matter is pending passing of final award in the matter.

2. M/s. Zamidara Engineering & Auto Pvt. Ltd. has filed a complaint under the Consumer Protection Act

against TMTL. The claim of compensation is approximately Rs. 0.09 Mn. TMTL has received the notice from Consumer Forum.

E. TACO Hendricksons Suspensions Private Limited (THSPL)

THSPL has initiated conciliation proceedings against Pankaj Dyes & Chemicals Private Limited for recovery of Security Deposits of rental premises at Baner. The amount of claim after adjusting rent of the notice period & other expenses payable is approx. Rs. 1.44 Mn.

F. Tata AutoComp GY Batteries Limited (TGY BATTERIES) 1. TGY BATTERIES has filed an appeal before Commissioner of Income-Tax (Appeals), Pune against

the Order of the ITO, Pune wherein the ITO had deducted and made additions towards certain expenses. The appeal was heard on November 13, 2009 & November 17, 2009 and an order is awaited. The amount involved is Rs.0.049 Mn.

2. There are 3 cases as on the date under the Consumer Protection Act, 1986 against TGY BATTERIES

and the same are under hearing before various forums. The total amount of the claims for these cases is Rs. 0.059 Mn.

G. Tata Yazaki AutoComp Limited (TYAL)

Labour Laws 1. There are 4 cases pending against TYAL filed before the Industrial Court, Pune, for reinstatement on

permanent basis, after originally being appointed on temporary basis. Matters are pending final hearing and disposal.

2. The Tata Yazaki Employees Union has filed a case bearing No. (ULP)

NO.12/2007 before the Industrial Court, Maharashtra. The Union has claimed the overtime on Gross wages whereas TYAL’s policy is to pay overtime on double of the amount of basic plus special allowance. As the claim of the overtime amount is unreasonable, TYAL has filed a written statement in the said matter.

3. Shubhangi Lande, one of the employees of TYAL, filed a case bearing no. (ULP) 43/2007 before the

Labour Court No.2 at Pune against TYAL. TYAL had dismissed her after conducting an internal enquiry on her alleged fraudulent behavior. She challenged the dismissal on the grounds that the internal enquiry was not fair & proper. TYAL has filed a written statement in the matter.

4. The Regional Provident Fund Commissioner had issued a show – cause notice to TYAL on the basis of

complaint from employees of TYAL stating unavailability of Provident Fund (PF) Benefits. TYAL has replied to the show-cause notice and clarified the matter. .The 7-A query is pending with the PF Office.

5. TYAL had received a show cause notice from the Dy. Director, Industrial Safety & Health, Pune

regarding the payment of Overtime wages, wherein the Factory Inspector had disputed TYAL’s practice of payment of overtime on only Basic + Special Allowance. TYAL had replied to the show- cause notice. TYAL has started paying Overtime on all allowances as per the provisions of the Factories Act.

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Central Excise

1. The Development Commissioner SEEPZ- SEZ, Mumbai, has issued a show cause notice bearing no.

SEEPZ/ 28/EOU/43/2002-03 Vol II/3180 dated March 29, 2005 to TYAL to show cause as to why: 1. Letter of Permission issued should not be cancelled; 2. DTA Sale permission issued should not be cancelled; and 3. Penal action under Foreign Trade (Development & Regulation) Act should not be taken. TYAL has replied to the show cause notice and is pending for final hearing.

2. TYAL has filed a Writ Petition bearing No. 627/2008 before the Bombay High Court against the order

of the Settlement Commission disallowing the abatement of Rs. 76.8 Mn and imposing the Interest @ 10% and levying Penalty of Rs.1.1 Mn, though the Immunity from prosecution was granted. The High Court has stayed the order of Settlement Commission vide its order dated February 28, 2008. The above liability has been secured fully by furnishing a Bank Guarantee which has to be kept alive till the final decision of High Court. The total Duty demanded in the matter is Rs.188.3 Mn. Payments made so far Rs.111.5 Mn. Balance due as per show cause notice Rs.76.8 Mn.

3. The Assistant Commissioner of Service Tax Cell has issued a show cause notice bearing F. No. VGN

(30) P-III/STC/Co-II/140/Tata-Yaz /09/1099, dated January 11, 2010 to TYAL to show cause as to why:

a) Service tax of Rs 0.283 Mn should not be appropriated against the demand under the provisions of Section 73 of Chapter V of the Finance Act, 1994.

b) Interest under Section 75 of Chapter V of the Finance Act for the delayed payment which is paid by TYAL should not be appropriated against the demand.

c) Penalty under Section 76 of the Act for delayed/non payment of Service Tax should not be imposed for not filing of returns.

TYAL had deposited Service Tax on Royalty provision as on March 31, 2009 on an estimated basis since the tax was to be paid on March 31, 2009. On finalization of books of accounts, the differential amount of Service Tax was paid on June 1, 2009 along with an interest from March 31, 2009 to June 1, 2009.

Income Tax 1. TYAL has filed an appeal (No. Pen 43/15/2006-07) before the CIT (Appeals) against the order of the

assessing officer in respect of assessment year 2004-05. TYAL has challenged the disallowance/ additions to income aggregating to Rs. 17 Mn.

TYAL has received a show cause notice from the Income Tax authorities alleging the said disallowance / additions to income as concealment of income / inaccurate filing of particulars in the return of income. TYAL has applied for keeping the matter of the show cause notice in abeyance until final disposal of the appeal pending before Commissioner of Income Tax (Appeals).

2. TYAL has filed an appeal bearing No. PN / CIT (A) III /RG -7/ 506/0809 before the CIT (Appeals)

against an Order passed by the Assessing Officer in respect of assessment year 2005-06. TYAL has challenged the additions to the income aggregating to Rs 258.2 Mn.

The appeal is pending for hearing.

3. TYAL has received a notice of demand under section 156 of Income Tax Act, 1961 wherein the Dy.

Commissioner of Income Tax has passed an assessment order for the assessment year 2006-07 disallowing certain expenses and bad debts claimed by TYAL. The Assessing Officer has added back Rs 11.70 Mn to the income of TYAL. TYAL is in the process of filing an appeal against the above order before the Appellate Authority.

H. Tata Ficosa Automotive Systems Limited (TFASL)

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TFASL has filed an appeal before the ITAT against the Order passed by the Commissioner of Income Tax (Appeals) in an appeal filed by TFSAL against the Order passed by the Assessing Officer. The Assessing Officer, during the assessment for the AY 2006-07, had made disallowance of a) certain expenses on an adhoc basis; and b) certain statutory payments. The amount involved is Rs. 1.66Mn. The appeal is pending for hearing / disposal.

I. Gestamp Kartek Corporation (GKC) Shinhan Bank vs. Gestamp Kartek Corporation.

Cause for the Claim: File issued by Shinhan Bank against Gestamp Kartek in the total amount of 521,175,000 Won to be paid due to a credit assignment.

Facts of the Case & Current status quo of the legal procedure: Gestamp Kartek entered into two mold supply agreements with Shinwoo Co. Ltd. (“Shinwoo”), dated May 30, 2006 and June 28, 2006 respectively. Thereafter, Shinwoo assigned to Shinhan Bank (“Shinhan”) portions of its claims against Gestamp Kartek Corporation under each of the above mold supply agreements for the payment hereunder in the amounts of 312,075,000 Won (due date January 31, 2007) and 209,100,000 Won (due date February 28, 2007) respectively, or 521,175,000 Won in total, notice of which was given to Gestamp Kartek on September 27, 2006. Gestamp Kartek gave its consent to the assignment to Shinhan as of September 27, 2006. Since Shinwoo went bankrupt, Gestamp Kartek was given a notice of attachment of the assigned claims by Shinwoo’s creditors and was requested by Shinhan to redeem the claims on three occasions on February 1, 2007, March 9, 2007, and May 25, 2007 respectively. In response, Gestamp Kartek maintains that the finished molds were not supplied to the Gestamp Kartek as provided for in the respective mold supply agreements and consequentially Gestamp Kartek has no obligation to pay Shinhan under the mold supply agreements or redeem any claims or upon the claim assignment. The suit was filed before the Changwon District Court, which ended with a ruling dictated on the 28th of October, 2008 ordering the Defendant to pay KRW 200,000,000 to the Plaintiff by no later than June 30, 2009. In case of arrears, damages for delay in the amount of 5% per year will be added. However, the Plaintiff appealed the above court ruling, an appeal which has been fully dismissed by the competent Korean Courts, carrying the imposition of all expenses arisen from the Appeal on the Appellant, on the 15th of October, 2009. Finally, on the 29th of October, 2009 has been subject to a Second Appeal (Last and final remedy available to the plaintiff) filed with the Supreme Court of Korea. The ruling of the appeal is not expected until at least April 2010.

Note: Conversion rate as on March 31, 2010: 1 Korean Won = 0.03979 INR (Source: The Economic Times’ website)

J. BEYÇELIK GESTAMP KALIP VE OTO YAN SANAYÍ PAZARLAMA VETICARET, A.S.

(BEYÇELIK GESTAMP)

Outstanding Litigation (Amounts higher than 100,000 YTL/Non Determined): 1. Recep Turan vs. Beyçelik Gestamp.

Cause for the Claim: Claim on Torts arisen from the Work Accident for an amount for 150,000 YTL.

Current status quo of the legal procedure: The procedure is pending the completion of the inquest executed by the Social Security. The final hearing for the procedure is set for the 4th of March, 2010.

2. Habibe Kuru vs. Beyçelik Gestamp.

Cause for the Claim: Claim on Torts arisen from the Work Accident for an amount for 180,000 YTL.

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Current status quo of the legal procedure: The procedure is still pending the completion of the inquest executed by the Social Security. The final hearing was set for the 10th of March, 2009.

3. Social Security vs. Beyçelik Gestamp.

Cause for the Claim: Employment Determination.

Current status quo of the legal procedure: The procedure is at the stage of recourse before the Appeal court. Amount: 105,000 YTL. Note: Conversion rate as on March 31, 2010: 1 YTL = 29.5855 INR (Source: The Economic Times’ website)

MATERIAL DEVELOPMENTS In the opinion of the Board of Director of our Company, there have not arisen, since the date of the last financial statements disclosed in this Draft Letter of Offer, any circumstances that materially or adversely affect or are likely to affect our profitability taken as a whole or the value of our consolidated assets or our ability to pay our material liabilities within the next 12 months.

176

GOVERNMENT / STATUTORY, BUSINESS APPROVALS AND LICENCES In view of the approvals listed below, we can undertake this Rights Issue and our current business activities and no further material approval are required from any Government authority or the RBI to continue such activities. We have received the following Government approvals that are material to our business: A. Corporate Approvals 1. Certificate of Incorporation March 13, 1990 bearing no. 55-39494 issued by Asst. Registrar of

Companies, Delhi & Haryana for incorporation of the Company as “JBM Tools Limited”. Fresh Certificate of Incorporation consequent to change of name dated August 1, 2003 has been issued by the Registrar of Companies, Pune for Change of Name of the Company from “JBM TOOLS LIMITED” to “AUTOMOTIVE STAMPINGS AND ASSEMBLIES LIMITED”.

2. Certificate of Commencement of Business dated September 14, 1990 has been issued by Registrar of

Companies, Delhi & Haryana for commencement of business of the Company as “JBM Tools Limited”. B. Pantnagar, Uttarakhand Unit 1. Certificate of Registration dated July 11, 2007 bearing no. 830505 for the factory at Pantnagar,

Uttarakhand under section 69 of the Finance Act, 1994 in (a) Business Auxiliary Service & (b) Goods Transport Agency provided by the Company.

2. Letter of consent dated January 23, 2010 bearing No. HO/con/A-83/09/1347 Dehradun, issued under

Section 25/26 of The Water (Prevention and Control of Pollution) Act, 1974 and under section 21 of The Air (Prevention and Control of Pollution) Act, 1981 to operate the plant at Pantnagar, Uttarakhand. The consent is valid upto March 31, 2010. The Company has already applied for renewal of the consent on March 13, 2010.

3. Certificate of Registration dated February 1, 2008 bearing no. U.S.N- 1155 issued under Factories Act, 1948, registering the factory at Pantnagar, Uttarakhand under the Factories Act 1948. The Licence is valid upto December 31, 2010.

4. Certificate dated September 6, 2008 bearing no. FSR No. 1/08 issued by the Officer of Fire Safety,

Udham Singh Nagar, certifying the arrangements made at Pantnagar, Uttarakhand for fire extinguishing are satisfactory.

5. Acknowledgement bearing no. No. 4856/SIA/IMO/2006 dated September 1, 2006 has been issued by

Ministry of Commerce & Industry, Public Relation & Complaints Section, New Delhi acknowledging receipt of memorandum to manufacture the item - Pressing, Stamping and Roll Forming of Metal Powder Metallurgy with proposed capacity of 17000 MT at the plant located at Plot no.71 Sec 11, IIE, Pantnagar, Udham Singh Nagar.

6. Certificate of Registration dated January 15, 2007 bearing no. RU 5045236 issued under rule 5(1) of the

Central Sales Tax (Registration and Turnover) Rules, 1957 registering the Company as a dealer under section 7(1)/7(2) of the Central Sales Tax Act, 1956 for the Factory at Pantnagar, Uttarakhand.

7. Certificate of Registration dated December 20, 2006 bearing No. 05006850747 issued under the

Uttaranchal Value Added Tax Act, 2005 for the Factory at Pantnagar, Uttarakhand. 8. Letter dated December 26, 2009 bearing no. 2842 issued by Uttaranchal Power Corporation Ltd

whereby electricity load of 300 KVA has been sanctioned for the plant at Pantnagar. 9. No Objection Certificate dated December 20, 2007 bearing no. 4157 has been issued by Electrical

Safety Inspector for the plant at Pantnagar for using electrical transformer of 500 KVA capacity.

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10. By a Letter dated January 31, 2008, Plan Approval for the factory building is granted along with permission to use 362 H.P electricity and 20 H.P DG Set, by Assistant Director, Factory & Boiler Office.

11. Letter of consent dated December 12, 2009, bearing no 2842 issued by Electrical Safety Inspector of

Uttarakhand for plant at Pantnagar for installing and using the generator of 20KVA and 500KVA capacity.

12. Certificate of Registration dated April 26, 2008 bearing no. 260/08 issued under Rule 18(1) and section

7(2) of the Contract Labour (Regulation and Abolition) Act, 1970 to the Company for appointing contractor ‘Guruteg Bahadur Labour Suppliers’ for engaging persons on contract for carrying out activities.

13. The Company has been allotted Tax Deduction Account bearing no. MRTA02944E under the Income

Tax Act, 1961. 14. Certificate of Registration dated April 4, 2007 bearing no. AAACJ2611MXM005 issued under the

Central Excise Act, 1944 as a manufacturer. 15. The Company has been allotted Establishment Code bearing No. UA/34683 under the Employees’

Provident Fund & Miscellaneous Provision Act, 1948. 16. The Company has been allotted Establishment Code bearing No. 61-4802-52/RU under the Employees’

State Insurance Act, 1948. 17. M/s Shivam Engineering Services, by its report of examination of pressure Vessel/ plant (under Section

31 of Factory Act, 1948) certified on 22-10-2009, under certificate no SES/ASAL/10/0109, that plant located on Pantnagar was thoroughly checked and found satisfactory. The report is valid up to April 21, 2010.

18. M/s Shivam Engineering Services by its report of examination of lifting machines, rope and lifting

tackles under Section 29 of the Factories Act, 1948, has certified on April 23, 2009, under certificate no SES/ASAL/0108, that lifting machines, ropes and lifting tackles in the plant located at Pantnagar were thoroughly tested and found in satisfactory condition for safe operation. The report is valid upto April 22, 2010.

19. M/s Shivam Engineering Services by his report of examination of Dangerous Machines / Power Press /

Centrifugal Machines prescribed under Section 21 (2) of the Factories Act, 1948, has certified on April 23, 2009, having certificate no. SES/ASAL/6008, that Power Presses in the plant located at Pantnagar was thoroughly checked and found in satisfactory condition for safe operation. The report is valid upto April 22, 2010.

20. Certificate of Registration dated September 24, 2009 bearing No. 002299 issued for weigh bridge (40

Tons Capacity) under rule 16(3) of the Standards of Weights and Measures (Enforcement) Act, 1985 for the plant at Pantnagar. The next due date for the inspection is on 23rd September, 2010.

21. Acknowledgement bearing no. No. 1739/IIM/PROD/2008 dated September 2, 2008 has been issued by

Ministry of Commerce & Industry, Public Relations & Complaints Section, New Delhi acknowledging receipt of memorandum intimating commencement of Commercial Production w.e.f. May 02, 2008 with installed capacity of 17000 MT at the plant located at Plot no.71 Sec 11, IIE, Pantnagar, Udham Singh Nagar.

22. Certificate of Registration dated May 31, 2008 bearing No. 82/2008 issued under Building and other

Construction Workers (Regulation of Employment and Condition of Services) Act, 1996 for the Factory at Pantnagar.

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23. An authorization under Rule 5 of the Hazardous Waste (Management, Handling and Transboundary Movement) Rules, 2008 for storage of hazardous wastes. The authorization is valid upto March 31, 2010. The Company has already applied for renewal of the said authorization on March 26, 2010.

C. Halol Unit 1. Certificate of Registration dated September 6, 1996 bearing no. BRD/ARIV/Ch. 87/205/96 issued under

the Central Excise Act, 1944 for the factory at Halol to cure/produce/manufacture/carry on wholesale trade/ business/broker or commission agent or to obtain excisable goods, for special industrial purposes in respect of sheet metal components.

2. Acknowledgement dated September 2, 2003 bearing. No. 2472/SIA/IMO/2003 has been issued by

Ministry of Commerce & Industry, Public Relation & Complaints Section, New Delhi for receipt of memorandum for the manufacture of following proposed item Forging, Pressing, Stamping and Roll Forming of Metal of Manufacture Powder Metallurgy for the existing capacity of 10000 MT for the plant at Survey No. 173. Vill. Khakharia, Ta. Savli, Dist. Vadodara.

3. Certificate of Registration bearing no. 3-34-344 and License No. 095756 issued under the Factories Act,

1948 for the factory at Halol under Rule 6 & 8 in Form 4, whereby the Company has been registered under the Factories Act, 1948. The registration is valid upto December 31, 2013.

4. With Consent letter dated March 2, 2009, and Consent order no 31699 granting consent to the Company

to operate the factory at Halol under section 26 of The Water (Prevention and Control of Pollution) Act, 1974 and under section 21 of The Air (Prevention and Control of Pollution) Act, 1981 and authorization/renewal of authorization under Rule 3(c) and Rule 5(5) of the Hazardous Water (Management and Handling) Rules, 1989. The consent is valid upto April 4, 2013.

5. Certificate of Registration dated July 15, 1997, bearing no. R315001497 issued under the Gujarat State

Tax on Professions, Trades, Calling and Employment Act, 1976 whereunder it has been registered as an employer.

6. Certificate of Registration dated March 27, 1996, bearing no. ACL/BRD/CLA/CLR/337/96 issued

under the Contract Labour (Regulation and Abolition) Act, 1970 for the factory at Halol. 7. Certificate dated November 29, 2001, for Central Excise Registration under Rule 9 of the Central

Excise Rules, 2001 bearing Registration No. AAACJ2116M-XM-001 in respect of manufacturing of excisable goods for the Factory at Halol.

8. Certificate of Registration dated January 28, 2005 for Service Tax bearing no. GTA/VAD-II

(City)/391/ASAL/2005 for the factory at Halol, under section 69 of the Finance Act, 1994 issued by the Superintendent, Service Tax, Central Excise & Customs in respect of Goods Transport Agency.

9. Letter dated August 25, 2003 allotting Tax Deduction Account no. BRDA01343G for the factory at

Halol. 10. Certificate of registration dated July 1, 2002, bearing no. 24192100315 issued by the Sales Tax Officer

under the Gujarat Sales Tax Act, 1969, registering the factory at Halol as Manufacturer. 11. Certificate dated November 11, 2007 bearing no. 59961 for the Factory at Halol issued by Bureau

Veritas Certification, certifying the Quality Management System is in accordance with requirements of ISO/TS 16949- Second Edition. The certificate is valid up to November 10, 2010.

12. Certificate of Registration dated September 30, 2005 bearing no. 24692100315 issued under rule 5(1) of

the Central Sales Tax (Registration and Turnover) Rules, 1957 registering the Company as a dealer under section 7(1)/7(2) of the Central Sales Tax Act, 1956 for the Factory at Halol. The Certificate is valid from August 08, 1996 until cancelled.

179

13. The Company has been allotted Employees Provident Fund Organization Establishment Code: GJ/BD/

20936 for its factory a Halol. 14. Certificate of Stability dated April 25, 2008 has been issued by M/s Adharshila Associates,

Engineering, Financial and Management Associates to the Company for the factory at Halol, whereby the Engineer examined the various parts including the foundation with special reference to the machinery, plant etc that have been installed and reported that all the works of the engineering construction in the premises is/are structurally sound and that its/their stability will not be endangered by its/their use.

15. Form D as per Payment of Bonus Act 1965 has been duly submitted to the Joint Director, office of the

Labour Commissioner, Industrial Health and Safety Division. Vadodara on October 8, 2009 16. Examination of the lifting machines, ropes and lifting tackles for the factory located at 173, Khakaria,

Savli, Halol, Vadodara.

i. Examination done on December 29, 2009 by Dr. J.I. Nanavati PE of the machines. Next due date for examination is December 29, 2010 ( Description: Fork Lift Truck, Voltas Make, Lift 4.12 Max, Hydraulic Operation)

ii. Examination done on December 29, 2009 by Dr. J.I. Nanavati PE of the machines. Next due date for examination is December 29, 2010 ( Description: EOT Crane, Federal Make, Lift 12 M)

17. Certification for power presses dated December 29, 2009 has been issued by Dr. J I Nanavati PE for the

machine mentioned below, whereby examination was carried out on machines. Next due date for examination is June 29, 2010.

Description of Machine:

1. Mechano Pneumatic Power Press 120 Tonnes, Sr. no. L121 2. Mechano Pneumatic Power Press 600 Tonnes, Sr. no. SE4-600-108-72/28374 3. Mechano Pneumatic Power Press 400 Tonnes, Sr. no. OP 5120 4. Mechano Pneumatic Power Press 600 Tonnes, Sr. no. SE4-600-108-72/27780 5. Mechano Pneumatic Power Press 1000 Tonnes, Sr. no. SE4-1000-108-96 6. Mechano Pneumatic Power Press 250 Tonnes, Sr. no. S2-250-60-48 7. Mechano Pneumatic Power Press 120 Tonnes, Sr. no. L122

18. Examination of pressure vessel or plant i. Examination done on December 29, 2009 by Dr. J.I. Nanavati PE of the below mentioned machines.

Next due date for examination is June 29, 2010, Next Hydro Due date is December 15, 2011. ii. Description of machines:

1. Air Compressor with Air Receiver (Horizontal) Fab no. 5061, Cap 420 L 2. Air Compressor with Air receiver (Horizantal) 3 Cyl, Heavy duty, Fab no 550, Cap 300 L 3. Screw Compressor, Receiver Sr. no. 819119004 4. Screw Compressor, Receiver cap 300L, Sr. J 1898 5. Vertical air receiver Sr. no. 1235 6. Horizontal oil and air receiver Sr. no. 223/UEW

19. Annual Installation Inspection dated March 12, 2010 has been conducted by Electrical Inspector, Gujarat.

20. Certificate of Registration bearing no. ACL/Vod/4512/2009 dated 02/04/2009 issued under section

12(2) of the Contract Labour (Regulation and Abolition) Act, 1970. The Certificate is for employing

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130 contract Labour upto March 31, 2010. D. Units at Bhosari, Pune and Chakan, Pune 1. Letter of consent dated January 4, 2007 bearing no. SROP-II/E-251/UP/CC/645/28 issued u/s 25/26 of

the Water (Prevention and Control of Pollution) Act, 1974, u/s 21 of the Air (Prevention and Control of Pollution) Act, 1981 and authorization/renewal of authorization u/r 5 of the Hazardous Wastes (Management and Handling) & Amended Rules, 2000-2003 for plant at Gat No. 427, Juna Chakan, Medankarwadi, Tal. Khed, Pune, under which the consent is valid for Sheet metal components & welded sub assemblies with capacity upto 2400 MT/Month. The consent is valid up to December 31, 2009. The Company has already applied for renewal of the consent on October 11, 2009.

2. Acknowledgement dated December 26, 2007 bearing no. No. 3667/SIA/IMO/2007 has been issued by

Ministry of Commerce & Industry, Public Relation & Complaints Section, New Delhi acknowledging the receipt of memorandum for the manufacture of item; in Pressing, Stamping and Roll Forming of Metal, Powder Metallurgy for the proposed capacity of 28520.00 MT, in addition to existing capacity of 36400.00 MT for the plant at Gat No. 427, Juna Chakan, Medankarwadi, Tal. Khed, Pune

3. Acknowledgement dated September 2, 2003 bearing no. No. 2473/SIA/IMO/2003 has been issued by

Ministry of Commerce & Industry, Public Relation & Complaints Section, New Delhi acknowledging the receipt of memorandum for the manufacture of item - Forging, Pressing, Stamping and Roll Forming of Metal Powder Metallurgy for the existing capacity of 8000.00 MT at the plant located at G-71/2 MIDC, Bhosari, Pune.

4. Certificate bearing no. PNA/34-344/A-95 and License No. 081892 issued Rule 6 & 8 of the Factories

Act, 1948, for registration of the factory at MIDC, Bhosari, Pune, under the Factories Act, 1948. The Licence is renewed upto December 31, 2009. The Company has already applied for renewal of the certificate for a period of five year 2009 to 2013on October 23, 2009.

5. Certificate of Registration bearing no. Pune/2(M)(1)34300 and License No. 086298 issued under Rule

6 & 8 of the Factories Act, 1948 for registration of plant at Chakan, Pune as a factory. The License is renewed up to December 31, 2008. The Company has already applied for renewal of the certificate on October 21, 2008.

6. Consent letter dated August 26, 2009 bearing Consent No. BO/PCI-II/EIC NO. PN-4186-09/4126-

09/R/CC-396 issued by Maharashtra Pollution Control Board under section 26 of The Water (Prevention and Control of Pollution) Act, 1974 and under section 21 of The Air (Prevention and Control of Pollution) Act, 1981 and authorization/renewal of authorization under Rule 5 of the Hazardous Waste (Management and Handling) Rules, 1989 to operate the plant at MIDC, Bhosari, Pune. The certificate is valid up to February 28, 2010. The Company has already applied for renewal of the certificate on January 2, 2010.

7. Certificate dated January 20, 2010 bearing no. 96359 issued by Bureau Veritias Certification for the

Factory at Chakan, Pune certifying that the Quality Management System is in accordance with the requirements of ISO/TS 16949- Third Edition. The Certificate is valid upto January 19, 2013.

8. Certificate dated January 20, 2010 bearing no 96358 issued by Bureau Veritias Certification for the

Factory at MIDC, Bhosari, Pune certifying that the Quality Management System of the Company is in accordance with the requirements of ISO/TS 16949- Third Edition. The validity of the same is upto January 19, 2013.

9. Certificate dated September 29, 2007 bearing no. 217958 issued by Bureau Veritas Certification for the

Factory at Chakan, Pune and MIDC, Bhosari, Pune certifying that the Management System of the Company in accordance with requirements of ISO14001:2004 . The validity of the same is upto August 14, 2010.

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10. Certificate of Registration bearing no. PN No. 762, dated March 10, 2009, issued under Rule 20 read with section 7 of the Maharashtra Contract Labour (Regulation and Abolition) Rules, 1971. The certificate is for employing the following contract labour:

Sr. No.

Name of the Contractor

Contractor Licence No.

Nature of work in which

contract labour is employed in

any day the preceding 12

months

Max No. of

Contract Labour expected

to be employed

on any day

through any

contract

Estimated date of

commencement of each contract

work under contract

Estimated or actual date of termination

of employment of contract

labour

1 Sai Associates, Pune

3177 Material Handing, House Keeping

75 01-01-2009 31-12-2009

2 Sai Associates, Pune

3177 Job Work IFT, Powder Coating, Oil Sump

75 01-01-2009 31-12-2009

3 Sai Samarth Enterprises, Pune

4315 Cleaning, Material Handling

20 01-01-2009 31-12-2009

4 Nitin Engineering, Pune

4314 Job work Seat Mtg. X member, PVPL, Fire Wall

50 01-01-2009 31-12-2009

5 Navnath Enterprises, Pune

De-burring, cleaning, material handling

25 01-03-2009 31-12-2009

6 Nilkantheshwar Industries Service, Pune

Job work Pivot Bracket

50 01-03-2009 31-12-2009

7 Shree Ganesh Engineering, Pune

NA Pallet Maintenance fabrication Work

3 01-01-2009 31-12-2009

8 Hawk Eye Security And Facilities Pvt. Ltd., Pune

NA Security Service 10 01-01-2009 31-12-2009

The Company has already submitted an Application for renewal of the certificate November 04, 2009. The application for renewal of certificate is for employing the following contract labour: Sr. No.

Name of the Contractor

Contractor Licence No.

Nature of work in which contract

labour is employed in any

day the preceding 12 months

Max No. of Contract Labour

expected to be employed on

any day through any

contract

Estimated date of

commencement of

each contract

work under

contract

Estimated or actual date of

termination of

employment of contract

labour

182

1 Sai Associates, Pune

3177 Material Handing, House Keeping

40 01-01-2010 31-12-2010

2 Sai Associates, Pune

3177 Job Work IFT, Powder Coating, Oil Sump

50 01-01-2010 31-12-2010

3 Sai Samarth Enterprises, Pune

4315 Cleaning, Material Handling

16 01-01-2010 31-12-2010

4 Nitin Engineering, Pune

4314 Deburring, cleaning, Material handling

20 01-01-2010 31-12-2010

5 Nitin Engineering, Pune

4314 Job work Seat Mtg. X member, PVPL, Fire Wall

30 01-01-2010 31-12-2010

6 Shree Ganesh Engineering, Pune

NA Pallet Maintenance fabrication Work

6 01-01-2010 31-12-2010

7 Hawk Eye Security And Facilities Pvt. Ltd., Pune

NA Security Service 10 01-01-2010 31-12-2010

11. Certificate of Registration bearing no. PN 1225 dated December 30, 2008, issued under section 7(2) of

the Contract Labour (Regulation and Abolition) Act, 1970. Date of Commencement is 01/01/2009 and date of termination is 31/12/2009.

Sl. No.

Name of the Contractor Contractors Licence No.

Nature of Work No. of Workmen

directly employed

by Principal Employer

Max. no of contract labour

expected to be

employed on any day

through any

contract 1 Paramount Services, Pune 3360 Job cleaning, Material

Movements 253 15

2 Sahyadri Industrial Services Pvt. Ltd., Pune

3362 Material Movements - 17

2a Sahyadri Industrial Services Pvt. Ltd., Pune

3362 House Keeping - 23

3 Heavy Steel Works, Pune 7925 Deburring, Grinding - 45

3a Heavy Steel Works, Pune 7925 Shearing - 12 4 Global Enterprises, Pune 4698 Grinding and Buffing - 60 5 Csons Enterprises, Pune Gardening, Plantation &

Maintenance 253 3

6 City Maintenance Services, Pune

Forklift Maintenance - 19

7 PG Parbate, Pune 8001 Canteen service - 24 8 Khushiya Tools, Pune Deburring and Grinding - 25 9 Shree Ganesh Engineering,

Pune Fabrication - 18

183

Sl. No.

Name of the Contractor Contractors Licence No.

Nature of Work No. of Workmen

directly employed

by Principal Employer

Max. no of contract labour

expected to be

employed on any day

through any

contract 10 NISA Group of

Companies, Pune Security - 37

11 Aakar Constructions, Pune NA Civil Construction - 15 12 En Vision, Pune Sewage Treatment Plant

Maintenance - 03

13 M/s Jaya Industries, Pune Civil Construction - 15

The Company, by an application dated October 30, 2009, has applied for the renewal of Certificate of Registration bearing No. 1225 issued under Rule 17(1) of the Contract Labour (Regulation and Abolition) Act, 1970. The application has been submitted to the Office of the Asst. Commissioner of Labour, Pune for the Chakan unit for the period January 1, 2010 to December 31, 2010. The application is made for employing the following contract labour:

Sr. No.

Name and address of the contractor Nature of work in which contract labour is

employed in any day of the preceding twelve

months

Max no. of contract labour expected to

be employed on any day through any

contract 1. Sahyadri Industrial Services Pvt. Ltd

Sagar Corner, Kasarwadi, Pune Material Movements 35 Nos

1a Sahyadri Industrial Services Pvt. Ltd Sagar Corner, Kasarwadi, Pune

House Keeping 30 Nos

1b Sahyadri Industrial Services Pvt. Ltd Sagar Corner, Kasarwadi, Pune

Job Work 50 Nos

2 Heavy Steel Works Sadgurunagar, Pune-Nashik Road, Bhosari, Pune

Job Work 125 Nos

3 Global Enterprises 3, Mangal Arcade, Opp. Hotel Panchshil, Telco Road, Chinchwad, Pune-19

Job Work 250 Nos

4 Kohinoor Maintenance Services S. No. 128/1, Flat No. 26,2 floor, Nigadi, Pune

Forklift Maintenance 19 Nos

5 PG Parbate Nehru Nagar, Pimpri-18 Canteen Service 30 Nos 6 Shani Sagar

284, Tapkeer Nagar, Alandi Dehu Phata, Tal Haveli, Pune

Cleaning material handling 30 Nos

7 Shree Ganesh Engineering S. No. 705/3 Shanti Nagar, Bhosari, Pune 411039

Fabrication 18 Nos

8 Akal Security India Pvt Ltd. Office no. 6, Mahendra Chambers, Dhole Patil Road, Pune 411 001

Security 34 Nos

9 En Vision Flat No. 303, Survey no. 25/30/232, Swapna Purti Apt. Kale Padal, Sasane Nagar, Hadapsar, Pune- 25

Sewage treatment plant Maintenance

03 Nos

10 M/s Total Management Services 8/4, behind RTO Office, Purna Nagar, Chikhli Rd.

Job Work 75 Nos

184

Sr. No.

Name and address of the contractor Nature of work in which contract labour is

employed in any day of the preceding twelve

months

Max no. of contract labour expected to

be employed on any day through any

contract Pune-19

12. The Income Tax department has allotted the Company Permanent Account Number AAACJ2116M

under the Income Tax Act, 1961. 13. Certificate dated February 14, 1997 bearing Registration No. 6893/97(33/9790/66) issued under section

1(3) of the Employees’ State Insurance Act, 1948 for its factory at MIDC, Bhosari, Pune. 14. “Provisional No Objection Certificate” dated March 29, 2008, bearing no. MIDC/FIRE/NOC/603

issued by Divisional Fire Officer, MIDC for the expansion /construction of Plant Building at Plot No. G - 71/2, MIDC, Bhosari, Pune. The validity of the certificate is 1 year. The Company has applied for extension of the validity of the certificate for a further period of six months on February 5, 2010.

15. Certificate of Service Tax Registration dated November 30, 2004, bearing no. STC/BAS/619/PI-04

issued under section 69 of the Finance Act, 1994 for the services provided from /availed by the factory at MIDC, Bhosari, Pune in respect of:

(a) Business Auxiliary Service (b) Goods Transport Agency

16. Certificate of Service Tax Registration dated November 29, 2004, bearing no. STC/BAS/606/PI-04

issued under section 69 of the Finance Act, 1994 for the factory at Chakan, Pune in respect of:

(a) Business Auxiliary Service (b) Goods Transport Agency

17. Certificate of Registration dated August 20, 2003 bearing. No. AAACJ2116MXM003 issued under Rule 9 of the Central Excise Rules, 2002 in respect of manufacturing of excisable goods in the Factory at Chakan, Pune.

18. Central Excise Registration dated August 20, 2003 bearing no. AAACJ2116MXM004 issued under

Rule 9 of the Central Excise Rules, 2002 in respect of manufacturing of excisable goods in the Factory at MIDC, Bhosari, Pune.

19. Certificate of Registration dated September 12, 1996 bearing no. 410501/S/330 issued under section

22/22A of the Bombay Sales Tax Act, 1959 for the factory at Chakan, Pune. 20. Certificate dated January 24, 1996 bearing No Octroi/7A/111/936 issued under the Rule 28 of Taxation

Rules, Chapter VIII of Scheduled Rules of Bombay Provincial Municipal Corporations Act, 1949 registering the Company under No.9903, whereby the Company has been allowed to avail the facility of Octroi Current Account with Pimpri Chinchwad Municipal Corporation bearing account no. 1104.

21. Tax Deduction Account no. PNEA04701E for the factory at MIDC, Bhosari, Pune and at Chakan, Pune. 22. Certificate of Registration dated March 16, 1996 bearing no. 411026 C- 330 issued under Rule 5(1) of

the Central Sales Tax (Registration and Turnover) Rules, 1957 registering the Company as a dealer under section 7(1)/7(2) of the Central Sales Tax Act, 1956 for the Factory at MIDC, Bhosari.

23. Certificate of Registration dated April 1, 2006 bearing no. 262786 and TIN No. 27980410010 C issued

under rule 5(1) of the Central Sales Tax (Registration and Turnover) Rules, 1957 whereby the Company has been registered as a dealer under section 7(1)/7(2) of the Central Sales Tax Act, 1956 for the Company, with principal place of business at MIDC, Bhosari, Pune 411026 and additional place of

185

business at Juna Chakan, Medankarwadi, Pune 410501 and S. No. 173, Village Kharkharia, Tal. Savali, Vadodara, Halol.

24. Certificate of Registration dated April 1, 2006 bearing No. MH 01 V 388768 issued by Sales Tax

Registration Officer allotting the Company TIN No. 27980410010V for the principal place of business at MIDC, Bhosari, Pune 411026 and additional place of business at Juna Chakan Medankarwadi, Pune 410501 under section 16 read with Rule 9 of the Maharashtra Value Added Tax Act, 2002.

25. A letter dated April 25, 2006 bearing no. SE/GKUC/T/HT-784/F.No.223/02881 issued by the

Maharashtra State Electricity Distribution Co. Ltd, Pune granting permission for additional load in Contract Demand of 300 KVA in Connection Load of 825 KWA for the factory at MIDC, Bhosari, Pune.

26. Certificate of Registration bearing no. DT/R/2/2/7/8395 has been issued to the Company under the

Maharashtra State Tax on Professions, Trades, Calling and Employment Act, 1975 whereunder it has been registered as an employer.

27. Certificate of Structural Stability dated April 19, 2007 has been issued to the Company by Structural

Engineer, TCE Consulting Engineers Ltd for the expansion work of Press Shop Building at Chakan. 28. Certificate of Stability dated November 30, 2007 issued under Rule 3A of Factories Act, by Intertech

Services to the effect that on examination of various parts, including foundation with special reference to the machinery, plant, etc. all the works of engineering construction in the premises at MIDC Bhosari is / are found structurally sound.

29. Certificate of Registration bearing establishment code 21CJ77665 has been issued by Welfare

Commissioner under the Maharashtra Labour Welfare Fund to the Company for the factory at Chakan, Pune.

30. The Company has been allotted Establishment Code bearing No. MH/31701 under the Employment

Provident Fund Organization. 31. An Application dated February 16, 2008 under the SMPV (U) Rules, 2002 has been made to the Joint

Chief Controller of Explosives, Mumbai for the Renewal of License no. S/HO/MH/03/811(S5339) of the Company for the factory at Chakan for storage of Liquefied Carbon Dioxide in Vessel.

32. Letter dated May 2, 2006 issued by Chief Engineer (Electrical) informing the Registration of

Generating Set for the factory at MIDC, Bhosari, Pune under Rule 4(i) of the Bombay Electricity Duty Rules, 1962.

Sr. No.

Make Installed Capacity

Thermal/ Diesel

Purpose for which set installed

Registration No.

Date of Commencement

1 KOEL 320 KVA Diesel Industrial E/PN/706(i) 17.04.2006 2 KOEL 62.5 KVA Diesel Industrial E/PN/706 (ii) 17.04.2006

33. Certificate of Importer – Exporter Code dated November 13, 2007 bearing no. 31010088484 issued for

different location:

Branch Code 1: – GAT No. 427, Juna Chakan , Medankarwadi, Chakan, Pune. Branch Code 2:- SNO. 173, Vil. Khakharia, Tal. Savli, Vadodara, Halol, Gujarat. Branch Code 3:- G-71/2 MIDC, Bhosari, Pune Branch Code 4:- Plot no. 71, Sector 11 Pantnagar, Uttarakhand

34. Mr. A B Kharatmal, Competent Person for Renuka Enterprises by his report of examination of pressure

plant/vessel in the Form 13 prescribed under the Factories Act, 1948 has certified that pressure

186

plant/vessel in the plant located at Chakan was thoroughly checked and were found satisfactory. The test was conducted on November 12, 2009 and the next test is due in May 2010.

35. Mr. A B Kharatmal, Competent Person for Renuka Enterprises by his report of examination of lifting

machines, rope and lifting tackles in Form 12 prescribed under the Factories Act, 1948 has certified that lifting machines, ropes and lifting tackles in the plant located at Chakan were thoroughly tested and were found satisfactory. The test was conducted on May 9, 2009 and the next due date for the test is in May 2010.

36. Mr. A B Kharatmal, Competent Person for Excellent Safety Services by his report of examination of

pressure plant/vessel in Form 13 prescribed under the Factories Act, 1948 has certified that pressure plant/vessel in the plant located at Bhosari was thoroughly checked and were found satisfactory. The test was conducted on December 28, 2009 and the next test is due on June 27, 2010.

37. Mr. A. B. Kharatmal, Competent Person for Excellent Safety Services by his report of examination of

lifting machines, ropes and lifting tackles in Form 12 prescribed under the Factories Act, 1948 has certified that lifting machines, ropes and lifting tackles in the plant located at Bhosari were thoroughly tested and were found satisfactory. The test was conducted on December 28, 2009 and the next test is due on December 27, 2010.

38. Certificate of Registration dated December 15, 2009 issued for weigh bridge under Rule 16(3) of the

Standards of Weights and Measures (Enforcement) Act, 1985 for the plant at Bhosari, Pune. The next date for the inspection under this rule is on December 15, 2010.

187

OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue Pursuant to the resolution passed under Section 81(1) of the Companies Act, 1956, by the Board of Directors of the Company at its meeting held on October 23, 2009, it has been decided to make the Rights Issue to the Equity Shareholders of the Company with a right to renounce. Further in the meeting of the Board of Directors held on January 22, 2010, our Board of Directors has authorized the “Rights Issue Committee” to take all necessary steps required for the Rights Issue. Prohibition by SEBI Neither our Company, nor its Directors or the Promoters, or the Group Companies, or companies with which our Company’s Directors are associated with as directors or promoters, have been prohibited from accessing or operating in the capital markets under any order or direction passed by SEBI. Further, none of the directors or person(s) in control of the Promoters (as applicable) has been prohibited from accessing the capital market under any order or direction passed by SEBI. Further, neither the Company, nor its Promoters, Group Companies or associate companies have been declared as willful defaulters by RBI or any other governmental authority and there has been no violation of any securities law committed by any of them in past and no such proceedings are pending against them. Eligibility for the Issue Our Company is an existing company listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Our Company is eligible to offer this Rights Issue in terms of Clause 2.4.1 (iv) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and Amendments thereto (“SEBI Regulations”). Our Company has received ‘in-principle’ approval from Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the Equity Shares offered through the Draft Letter of Offer are proposed to be listed vide their letters dated [●] and [●] respectively. DISCLAIMER CLAUSE AS REQUIRED, A COPY OF THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT LETTER OF OFFER TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT LETTER OF OFFER. THE LEAD MANAGER, PL CAPITAL MARKETS PRIVATE LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MANAGER, PL CAPITAL MARKETS PRIVATE LIMITED HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED APRIL 14, 2010 WHICH READS AS FOLLOWS:

188

“(1) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH THE FINALIZATION OF THE DRAFT LETTER OF OFFER PERTAINING TO THE SAID ISSUE; (2) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY THE ISSUER, WE CONFIRM THAT:

(a) THE DRAFT LETTER OF OFFER FILED WITH THE BOARD IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE; (b) ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE BOARD, THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND (c) THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 AND OTHER APPLICABLE LEGAL REQUIREMENTS.

(3) WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT LETTER OF OFFER ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH REGISTRATION IS VALID. (4) WE SHALL SATISFY OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS. (5) WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT OFFER DOCUMENT WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT OFFER DOCUMENT: NOT APPLICABLE IN RIGHTS ISSUE (6) WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, WHICH RELATES TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE IN THE DRAFT OFFER DOCUMENTS: NOT APPLICABLE IN RIGHTS ISSUE (7) WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND (D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY

189

BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE BOARD. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE: NOT APPLICABLE IN RIGHTS ISSUE (8) WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION. (9) WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 73 OF THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE LETTER OF OFFER. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION. (10) WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT LETTER OF OFFER THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR PHYSICAL MODE. (11) WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION. (12) WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT LETTER OF OFFER:

(a) AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER AND (b) AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

(13) WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE MAKING THE ISSUE. (14) WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR THE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS, PROMOTERS EXPERIENCE ETC. (15) WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE,

190

PAGE NUMBER OF THE LETTER OF OFFER WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.”

CAUTION / DISCLAIMER CLAUSE OF THE ISSUER AND THE LEAD MANAGER Our Company and the Lead Manager accept no responsibility for statements made otherwise than in the Draft Letter of Offer or in the advertisements or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at their own risk. All information shall be made available by the Lead Manager and the Issuer to the shareholders and no selective or additional information would be made available for a section of the shareholders or investors in any manner whatsoever including at presentations, research or sales reports etc after filing the Draft Letter of Offer with SEBI. In addition, the Lead Manager and the Company are also obliged to update the Offer Document and keep the public informed of any material changes till the listing and trading commencement of the Equity Shares offered through this Issue. DISCLAIMER WITH RESPECT TO JURISDICTION The Draft Letter of Offer has been prepared under the provisions of Indian Law and the applicable rules and regulations there under. The distribution of the Draft Letter of Offer and the offering of the securities on a rights basis to persons in certain jurisdictions outside India may be restricted by the legal requirements prevailing in those jurisdictions. Persons into whose possession the Draft Letter of Offer may come are required to inform themselves about and observe such restrictions. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate Court(s) in Pune, India only. Selling Restrictions The distribution of this Draft Letter of Offer and the Issue of Equity 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 Draft Letter of Offer may come are required to inform themselves about and observe such restrictions. The Company is making this Issue of Equity Shares on a rights basis to the shareholders of the Company and will dispatch the Draft Letter of Offer and CAF to shareholders who have provided 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 the Draft Letter of Offer has been filed with SEBI for observations. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and this Draft Letter of Offer may not be distributed in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of this Draft Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and, in those circumstances, this Draft Letter of Offer must be treated as sent for information only and should not be copied or redistributed. Accordingly, persons receiving a copy of this Draft Letter of Offer should not, in connection with the issue of the Equity Shares or the rights entitlements, distribute or send the same in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations. If this Draft Letter of Offer is received by any person in any such territory, or by their agent or nominee, they must not seek to subscribe to the Equity Shares or the rights entitlements referred to in this Draft Letter of Offer. Neither the delivery of this Draft Letter of Offer nor any sale hereunder, shall under any circumstances create any implication that there has been no change in the Company’s affairs from the date hereof or that the information contained herein is correct as of any time subsequent to this date. The Draft Letter of Offer is filed with SEBI, Plot No.C4-A, 'G' Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051, for its observations. After SEBI gives its observations, the Draft Letter of Offer shall be filed with the Designated Stock Exchange as per the provisions of the Act. United States Restrictions

191

NEITHER THE RIGHTS ENTITLEMENTS NOR THE EQUITY SHARES THAT MAY BE PURCHASED PURSUANT THERETO HAVE BEEN REGISTERED UNDER THE U.S. 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 TRANSFERRED WITHIN THE UNITED STATES OF AMERICA OR THE TERRITORIES OR POSSESSIONS THEREOF (THE “UNITED STATES” OR THE “U.S.”) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, “US PERSONS” (AS DEFINED IN REGULATIONS UNDER THE SECURITIES ACT (“REGULATION S”)), EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE RIGHTS REFERRED TO IN THIS DRAFT LETTER OF OFFER ARE BEING OFFERED IN INDIA, BUT NOT IN THE UNITED STATES. THE OFFERING TO WHICH THIS DRAFT LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF ANY SHARES OR RIGHTS FOR SALE IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE SAID SHARES OR RIGHTS. ACCORDINGLY, THIS DRAFT LETTER OF OFFER SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED STATES AT ANY TIME, EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE COMPANY NOR ANY PERSON ACTING ON BEHALF OF THE COMPANY WILL ACCEPT SUBSCRIPTIONS FROM ANY PERSON OR THE AGENT OF ANY PERSON, WHO APPEARS TO BE, OR WHO THE COMPANY OR ANY PERSON ACTING ON BEHALF OF THE COMPANY HAS REASON TO BELIEVE IS, A RESIDENT OF THE UNITED STATES AND TO WHOM AN OFFER, IF MADE, WOULD RESULT IN REQUIRING REGISTRATION OF THIS DRAFT LETTER OF OFFER WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE COMPANY IS INFORMED THAT THERE IS NO OBJECTION TO A UNITED STATES SHAREHOLDER SELLING ITS RIGHTS IN INDIA. RIGHTS MAY NOT BE TRANSFERRED OR SOLD TO ANY U.S. PERSON. Designated Stock Exchange The Designated Stock Exchange for the purposes of this Issue will be the Bombay Stock Exchange Limited. Disclaimer Clause of the BSE As required, a copy of this Draft Letter of Offer has been submitted to BSE. The Disclaimer Clause as intimated by BSE to us, post scrutiny of this Draft Letter of Offer, shall be included in the Letter of Offer prior to filing with the Stock Exchanges. Disclaimer Clause of the NSE As required, a copy of this Draft Letter of Offer has been submitted to NSE. The Disclaimer Clause as intimated by NSE to us, post scrutiny of this Draft Letter of Offer, shall be included in the Letter of Offer prior to filing with the Stock Exchanges. Filing of Draft Letter of Offer As required, a copy of the Draft Letter of Offer has been filed with SEBI, SEBI Bhavan, Plot No. C-4A, G Block, Bandra Kurla Complex, Bandra (East), Mumbai– 400 051 for its observation. The Draft Letter of Offer has also filed with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited at Mumbai for their observations. All the legal requirements applicable till the date of filing the Draft Letter of Offer with the Stock Exchanges have been complied with. Listing The existing equity shares of the Company are listed on Bombay Stock Exchange Limited, and The National Stock Exchange of India Limited. Our Company has received ‘in-principle’ approval from Bombay Stock Exchange Limited and The National Stock Exchange of India Limited for listing of Equity Shares arising from this Issue vide their letters dated [●] and [●] respectively. Our Company will make applications to the stock exchanges for permission to deal in and for an official quotation in respect of the Equity Shares arising from this

192

Issue. If the permission to deal in and for an official quotation of the Equity Shares is not granted by the stock exchanges mentioned above, within 15 days of the Issue Closing Date, our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Draft Letter of Offer . If such money is not repaid within eight days after our Company becomes liable to repay it (i.e. 15 days after closure of the Issue), then our Company and every director of our Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to repay the money, with interest as prescribed under subsections (2) and (2A) of section 73 of the Act. Consents Consents in writing of the Auditors, Lead Manager, Legal Advisors, Registrar to the Issue, Banker and Bankers to the Company to act in their respective capacities have been obtained and filed with SEBI, alongwith a copy of the Draft Letter of Offer and such consents have not been withdrawn up to the time of delivery of the Draft Letter of Offer for registration with the stock exchange to the Issue and Bankers to the Company to act in their respective capacities have been obtained and the same will be filed with the Designated Stock Exchanges at the time of filing the Draft Letter of Offer with them. Such consents have not been withdrawn up to the time of delivery of the Draft Letter of Offer for registration with the stock exchange. M/s Price Waterhouse, Chartered Accountants, the Auditors of our Company have given their written consent for the inclusion of their Report in the form and content as appearing in the Draft Letter of Offer and such consents and reports have not been withdrawn up to the time of delivery of the Draft Letter of Offer for registration with the stock exchange. M/s Price Waterhouse, Chartered Accountants, Auditors have given their written consent for inclusion of income Tax Benefits certificate in the form and content as appearing in the Draft Letter of Offer, accruing to our Company and its members. To the best of our Company’s knowledge there are no other consents required for making this Issue. However, should the need arise, necessary consents shall be obtained by our Company. Expert Opinion, if any No expert opinion has been obtained by our Company. Expenses of the Issue The expenses of the Issue payable by our Company including fees and reimbursement to the Lead Manager, Registrar, printing and distribution expenses, publicity, listing fees, stamp duty and other expenses are estimated at around [●] % of the gross proceeds of the Rights Issue and will be met out of the proceeds of the Issue.

Sr. No.

Particulars Expenses (Rs. in Mn)

% of Issue Expenses

% of Issue Size

1 Fees of the Lead Manager * [●] [●] [●] 2 Fees to Registrar to the Issue* [●] [●] [●] 3 Fees to the Legal Advisors* [●] [●] [●] 4 Fees to Underwriter* [●] [●] [●] 5 Fees to Auditors' for Restated Accounts

and other certifications [●] [●] [●]

6 Commission to SCSBs for ASBA Applications*

[●] [●] [●]

7 Other Expenses (Printing and stationary, distribution and postage, advertisement and marketing expense etc.) *

[●] [●] [●]

193

Sr. No.

Particulars Expenses (Rs. in Mn)

% of Issue Expenses

% of Issue Size

Total Estimated Issue Expenses [●] [●] [●]* Will be incorporated at the time of filing of the Letter of Offer with the Stock Exchanges. Fees Payable to the Lead Manager to the Issue The fees payable to the Lead Manager to the Issue will be as stated in the Memorandum of Understanding entered into by our Company with PL Capital Markets Private Limited, a copy of which is available for inspection at the Registered Office of our Company and reimbursement of their out of pocket expenses. Fees Payable to the Registrar to the Issue The fee payable to the Registrar to the Issue is as set out in the relevant documents, copies of which are kept open for inspection at the Registered Office of our Company and reimbursement of their out of pocket expenses. Underwriting commission, brokerage and selling commission Our Company has entered into an underwriting agreement dated [●] (the “Underwriting Agreement”) with [●] and [●] (the “Underwriters”) for underwriting the Equity Shares offered through this Issue for a maximum amount up to Rs. [●] million. In terms of the Underwriting Agreement, the Underwriters shall, except to the extent of the subscription by the Promoters - TACO and Gestamp to their entitlements Equity Shares in full (“Promoter Subscription”) and any subscription received from the Company’s public shareholders other than Promoter Subscription, be responsible for bringing in a shortfall, if any, at a price of Rs. [●] per Equity Share. The following are the main terms of the above referred Underwriting Agreement - [●] Other Expenses of the Issue Please refer to the paragraph “Issue Expenses” under “Objects of the Issue” beginning on page no. 21 of this Draft Letter of Offer. Details of Public/Rights Issues made during the last three years by companies under the same Management within the meaning of section 370(1 B) of the Act Nil Promise vs. Performance The details of the previous issues of securities made by the Company are as follows: (i) Initial Public Offer by the Company The Company made an Initial Public Offer of its equity shares during the Fiscal 1994. The Company issued 2,534,800 equity shares of Rs. 10 each at par. The Issue being the fresh issue of 2,534,800 equity shares by the Company through a prospectus dated February 3, 1994. The proceeds of the issue were applied for the objects of the issue as disclosed in the Prospectus for the issue, i.e. the Company is setting up manufacturing facility at Faridabad, Haryana for the manufacture of sheet metal components with an installed capacity of 3500 tpa at plot no. 133, Sector 24, Faridabad (Haryana). There were no deviations from the objects on which the issue proceeds were utilized. Projections vs. Actual

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(in comparison to prospectus issued at the time of public issue in February, 1994) (Rs. in Mn) Projections for FY 1996 Actual for FY 1996 Total Income 115.90 242.32 Profit After Tax 10.30 35.05 Earnings per Share (EPS) (Rs. per share) 3.23 10.95 (ii) Rights issue of Fully Convertible Debentures The Company offered for subscription on a rights basis 15% 25,60,000 fully convertible debentures of Rs 75 each for cash aggregating to Rs 19,20,00,000. The issue opened on July 22, 1996 and closed on August 20, 1996. The object of the issue was to part finance the cost of the Company’s expansion of manufacture of Sheet Metal Components from 3,500 tpa to 25,000 tpa by setting up new units at Pune and Halol and expansion of the existing unit at Faridabad. Certain additional machines were also proposed to be installed at the tool room at its existing location at Faridabad. The amount raised from the Issue of fully convertible debentures by the Company was deployed for the aforesaid objects of the issue. Projections vs. Actual The comparison of actual with the projections as made in the Draft Letter of Offer for the rights issue of 2,560,000 fully convertible debentures by the Company in July, 1996 is given below:

(Rs. in Mn) 1996-97 1997-98 1998-99 Particulars Projections Actual Projections Actual Projections Actual Total Income 509.90 493.36 931.20 419.10 1,021.40 649.80 Profit After Tax 45.90 50.07 62.90 12.10 91.40 (47.19) Earnings per Share (EPS) (Rs. per share)

7.97 8.69 7.56 14.54 10.99 (5.67)

Listed Ventures of Promoters Nil Outstanding Debentures, Bonds and Preference Shares Except as disclosed in “Capital Structure” on page no. 13 of this Draft Letter of Offer, our Company does not have any outstanding Debentures, Bonds or Preference shares. Stock Market Data for Equity Shares of our Company Our Company is an existing company listed on Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. The high and low closing prices recorded on the BSE for the preceding three years and the number of Equity Shares traded on the days the high and low prices were recorded is stated below: Calendar

Year High (Rs.)

Date of High

Volume on date of high (no. of shares)

Low (Rs.) Date of Low

Volume on date of low (no.

of shares)

Average price for the year

(Rs.) 2009 72.50 31/12/2009 10038 18.65 03/03/2009 122 47.18 2008 120.00 16/01/2008 36265 21.15 10/12/2008 50 78.40 2007 123.20 24/05/2007 23816 76.50 15/11/2007 4110 96.33

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(Source: BSE website)

The high and low prices and volume of Equity Shares traded on the respective dates, on BSE, during the last six months is as follows:

Month, Year High (Rs.)

Date of High

Volume on date of high (no. of shares)

Low (Rs.)

Date of Low Volume on date of low (no. of shares)

Average price for

the month (Rs.)

March 2010 88.30 18/03/2010 186348 67.00 2/03/2010 10674 81.26 February 2010 75.00 19/02/2010 7688 56.00 15/02/2010 685476 57.72 January 2010 77.50 25/01/2010 7665 62.00 25/01/2010 7665 70.39 December 2009 72.50 31/12/2009 10038 50.00 07/12/2009 948 66.22 November 2009 60.80 17/11/2009 29969 44.50 05/11/2009 49151 50.60 October 2009 59.60 22/10/2009 4613 46.00 08/10/2009 316 49.06 (Source: BSE website) Note: In the event the high and low price of equity shares are the same on more than one day, the day on which there has been higher volume of trading has been considered for the purposes of this section The closing price of the shares on BSE on October 23, 2009, the day after the Board of Directors approved the Rights Issue was Rs. 55.65 The high and low closing prices recorded on the NSE for the preceding three years and the number of Equity Shares traded on the days the high and low prices were recorded is stated below: Calendar

Year High (Rs.)

Date of High

Volume on date of

high (no. of shares)

Low (Rs.)

Date of Low

Volume on date of low (no. of

shares)

Average price for the

year (Rs.)

2009 73.00 30/12/2009 66840 18.05 09/03/2009 33 56.79 2008 119.90 16/01/2008 27334 20.15 04/12/2008 36 83.84 2007 113.00 23/05/2007 65565 70.10 08/11/2007 505 96.43

(Source: NSE website)

The high and low prices and volume of Equity Shares traded on the respective dates, on NSE, during the last six months is as follows:

Month, Year High (Rs.)

Date of High Volume on date of high (no. of shares)

Low (Rs.)

Date of Low

Volume on date of low (no. of shares)

Average price for

the month (Rs.)

March 2010 87.00 18/03/2010 119214 67.00 2/03/2010 11779 80.68 February 2010 75.00 15/02/2010 22189 61.15 5/02/2010 1424 66.85 January 2010 75.00 25/01/2010 19679 61.30 29/01/2010 973 70.11 December 2009 73.00 30/12/2009 66840 50.05 4/12/2009 997 66.35 November 2009 60.30 17/11/2009 33023 42.25 5/11/2009 6375 53.62 October 2009 60.65 23/10/2009 3149 46.00 8/10/2009 2 51.54 (Source: NSE website) Note: In the event the high and low price of equity shares are the same on more than one day, the day on which there has been higher volume of trading has been considered for the purposes of this section.

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The closing price of the shares on NSE on October 23, 2009, the day after the Board of Directors approved the Rights Issue was Rs. 55.90. Mechanism Involved For Redressal of Investor Grievances Correspondence received from the shareholders is received either at the registered office of the Company or at the office of the Registrars & Share Transfer Agent. The correspondence received at the registered office of the Company is promptly replied if it pertains to requests like furnishing of financial results/ annual report, reply to queries on Financials, etc. The correspondence related to matters handled by Registrar & Transfer Agent is sent to them for the necessary action. The Company has dedicated an E-mail ID exclusively for handling of investors’ / shareholders’ correspondence, grievances and complaints. E-mails on this E-mail ID are checked on a daily basis and appropriate action is taken immediately. The Shareholders Grievance and Compliance Committee is constituted by the Board of Directors. Mr. Ramesh A. Savoor is the Chairman of the committee and Mr. Rameshwar S. Thakur is the other members of the Committee. The Terms of Reference for the Committee include inter alia looking into the redressing of Shareholders’ and investors’ complaints like non-receipt of Balance Sheet, non-receipt of declared Dividends, non-receipt of share certificates upon transfer of shares, Demat Credit etc. The Committee is empowered to operate in terms of the provisions of the Listing Agreement and / or the provisions as prescribed under the Companies Act, 1956 and other related Regulations. The average time taken for processing share transfer requests including despatch of share certificates is 25 days, while it takes a minimum of 7 days for processing dematerialization requests. The Registrars and our Company regularly monitor and supervise the functioning of the system so as to ensure that there are no delays or lapses in the system. The average time taken by the Registrars for attending the routine correspondence/grievances is about 7 days from the date of receipt. In case of non-routine grievances where verifications by the other agency are involved, it is the endeavour of the Registrars to attend to them as expeditiously as possible. Our Company undertakes to resolve its investors’ grievances in a time bound manner. Our Company’s investors’ grievances arising out of this Issue will be handled by the Registrar to the Issue, Link Intime India Pvt. Ltd. situated at C-13, Pannalal Silk Mills Compound, LBS Road, Bhandup (West), Mumbai 400 078. All grievances relating to the Issue may be addressed to the Registrars to the Issue giving full details such as Folio No., name and address of the first applicant, number of Equity Shares applied for, application form serial number, amount paid on application and the Bank Branch Form serial number where the application was deposited, along with a photo copy of the acknowledgement slip. In case of renunciation, the same details of the renouncee should be furnished. Our Company has also appointed Mr. Shailendra Dindore, its Company Secretary as Compliance Officer who can be contacted in case of any pre-Issue/ post-Issue related problems. To the best of our knowledge, the name of our Company has not appeared in the Press Release issued by SEBI relating to maximum number of investor complaints received during the last three months. Mechanism Involved For Redressal of Investor Grievances of Group Companies All our Group Companies are closely held unlisted companies and therefore no formal mechanism for redressal of investor grievances is required. Changes in the Auditors during the last three years There has been no change in Statutory Auditors of our Company during the last three years.

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Changes in Accounting Policies in the last 3 years Please refer titled “Notes and Changes in Significant Accounting Policies” under Auditors Report starting from page no. 120 of this Draft Letter of Offer for changes in the accounting policies in the last 3 years of our Company. Capitalization of reserves or profits Our Company has not capitalized any of its reserves or profits for the last five years. Revaluation of assets, if any Our Company has not revalued its assets in the last five years preceding the date of the Draft Letter of Offer. Important

1. This Issue is pursuant to the resolution passed by the Board of Directors at its meetings held on October 23, 2009.

2. This Issue is applicable to those Equity Shareholders whose names appear as beneficial owners as per the

list to be furnished by the depositories in respect of the Equity Shares held in the electronic form and on the Register of Members of the Company at the close of business hours on the Record Date i.e. [•], after giving effect to the valid share transfers lodged with the Company upto the Record Date i.e. [•].

3. Your attention is drawn to “Risk Factors” appearing on page no. x of this Draft Letter of Offer. 4. Please ensure that you have received the Composite Application Form (“CAF”) with the Draft Letter of

Offer. 5. Please read the Draft Letter of Offer and the instructions contained therein and in the CAF carefully before

filling in the CAF. The instructions contained in the CAF are each an integral part of the Draft Letter of Offer and must be carefully followed. An application is liable to be rejected for any non-compliance of the provisions contained in the Draft Letter of Offer or the CAF.

6. All enquiries in connection with the Draft Letter of Offer or CAF should be addressed to the Registrar to the

Issue, quoting the Registered Folio number/ DP and Client ID number and the CAF numbers as mentioned in the CAF.

7. All information shall be made available to the Investors by the Lead Manager and the Issuer, and no

selective or additional information would be available by them for any section of the Investors in any manner whatsoever including at road shows, presentations, in research or sales reports, etc.

8. The Lead Manager and the Company shall update the Draft Letter of Offer and keep the public informed of

any material changes till the listing and trading commences. Issue Programme The subscription list will open at the commencement of banking hours and will close at the closure of banking hours on the date mentioned below or such extended date (subject to maximum of 30 days) as may be determined by the Board of Directors of our Company. Issue Opens on: [●]Issue Closes on: [●]Last date for receiving request for split forms: [●]

Allotment Letters / Refund Orders

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The Company will issue and dispatch letters of allotment/ share certificates/ demat credit and/or letters of regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within a period of 15 days from the date of closure of the Issue. If such money is not repaid within eight days from the day the Company becomes liable to pay it, the Company shall pay that money with interest as stipulated under section 73 of the Companies Act. The Board of Directors declares that funds against this Issue will be transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 73 of the Act. Applicants residing at centres where clearing houses are managed by the Reserve Bank of India (RBI) will get refunds through ECS only (Electronic Clearing Service) except where Applicants are otherwise disclosed as applicable/eligible to get refunds through direct credit, NEFT and RTGS. In case of those Applicants who have opted to receive their Rights Entitlement in dematerialized form using electronic credit under the depository system, an advice regarding their credit of the Equity Shares shall be given separately. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode of credit of refund within 15 working days of closure of the Issue. In case of those Applicants who have opted to receive their Rights Entitlement in physical form and the Company issues Letter of Allotment, the corresponding share certificates will be kept ready within three months from the date of allotment thereof or such extended time as may be approved by the Companies Law Board under section 113 of the Companies Act or other applicable provisions, if any. Allottees are requested to preserve such letters of allotment, which would be exchanged later for the share certificates. The refund order exceeding Rs.1,500 would be sent by registered post/speed post to the sole/first Applicant's registered address. Refund orders up to the value of Rs.1,500 would be sent under certificate of posting. Such refund orders would be payable at par at all places where the applications were originally accepted. The same would be marked ‘Account Payee only’ and would be drawn in favour of the sole/first Applicant. Adequate funds would be made available to the Registrar to the Issue for this purpose. Minimum Subscription If the Company does not receive the minimum subscription of 90% of the Issue Size including the devolvement of Underwriters, the Company shall forthwith refund the entire subscription amount received within 15 days from the date of closure of the Issue. If there is a delay beyond eight days after the date from which the Company becomes liable to pay the amount (i.e. 23 days after the closure of the issue), the Company shall pay interest for the delayed period as prescribed in sub-sections (2) and (2A) of section 73 of the Companies Act, 1956. The Issue will become undersubscribed after considering the number of Equity Shares applied as per entitlement plus additional Equity Shares.

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SECTION VII: ISSUE RELATED INFORMATION

TERMS OF THE ISSUE OFFERING INFORMATION The Equity Shares now being offered are subject to the provisions of the Companies Act, 1956 (‘Act’) and the terms and conditions of this Draft Letter of Offer, the Composite Application Form (‘CAF’), the Memorandum and Articles of Association of the Company, the approvals from the Government of India, RBI and FIPB, if applicable, Regulations issued by SEBI, guidelines, notifications and regulations for issue of capital and for listing of securities issued by Government of India and / or other statutory authorities and bodies from time to time, Listing Agreements entered into by the Company with Stock Exchanges, terms and conditions as stipulated in the allotment advise or letter of allotment or Security Certificate and rules as may be applicable and introduced from time to time. Authority for the Issue The Issue is being made pursuant to a resolution passed at a meeting of the Board of Directors under Section 81(1) of the Act held on October 23, 2009 Basis for the Issue The Equity Shares are being offered for subscription to those existing Equity Shareholders whose names appear as beneficial owners as per the list to be furnished by the Depositories in respect of the Equity Shares held in the electronic form and on the register of members of the Company in respect of the Equity Shares held in the physical form at the close of business hours on the Record Date, i.e., [●], fixed in consultation with the Designated Stock Exchange. Ranking of equity shares The Equity Shares allotted pursuant to this Draft Letter of Offer shall rank pari-passu in all respects with the existing fully paid up Equity Shares of the Company including in respect of dividend, if any, declared by the Company, for the financial year, in which these Equity Shares are allotted. Mode of payment of dividend The dividend is paid to all the eligible shareholders in terms of the provisions of the Companies Act, 1956 with regard to payment of dividend. The unclaimed dividend if any are transferred to Investor Protection Fund as prescribed under the Act. Face value Each Equity Share shall have the face value of Rs. 10/-. Issue Price Each Equity Share is being offered at a price of Re. [•] for cash including a premium of Rs. [●] per Equity Share. The Issue Price to be decided before determining the record date in consultation between the Company and the Lead Managers. Where an applicant has applied for additional equity shares and is allotted lesser number of equity shares than applied for, the excess application money paid shall be refunded. The monies would be refunded within fifteen days from the closure of the Issue, and if there is a delay beyond eight days from the stipulated period, the Company will pay interest on the monies in terms of the section 73 of the Act. Principal terms and conditions of the Issue

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Rights of the Equity Shareholder Subject to applicable laws, the equity shareholders shall have the following rights:

• Right to receive dividend, if declared; • Right to attend general meetings and exercise voting powers, unless prohibited by law; • Right to vote on a poll either in person or by proxy; • Right to receive offers for rights shares and be allotted bonus shares, if announced; • Right to receive surplus on liquidation; • Right of free transferability of shares; and • Such other rights, as may be available to a shareholder of a listed public company under the

Companies Act and our Memorandum and Articles of Association. For a detailed description of the main provisions of the Company’s Articles of Association dealing with voting rights, dividends, transfer and transmission, and/or consolidating/splitting, please refer section titled “Main Provisions of Articles of Association” starting from page no. 227 of this Draft Letter of Offer. For Equity Shareholders wishing to apply through the newly introduced ASBA process for rights issues, kindly refer section titled “Procedure for Application through the Applications Supported By Blocked Amount (“ASBA”) Process” on page no. 215 of this Draft Letter of Offer. Forfeiture Since the issue price is payable on application, there is no requirement of forfeiture of shares. Rights entitlement ratio As your name appears as beneficial owner in respect of Equity Shares held in electronic form or appear in the register of members as an Equity Shareholder of the Company as on [•], i.e. the Record Date, you are entitled to the number of Equity Shares set out in Part A of the enclosed CAF. The Equity Shares are being offered on rights basis to the existing Equity Shareholders of the Company in the ratio of [•] Equity Share for every [•] Equity Share held as on the Record Date. Fractional entitlements If the shareholding of any of the Equity Shareholders is not in multiples of [•], then the fractional entitlement of such holders shall be ignored. Equity Shareholders whose fractional entitlements are being ignored would be given preference for one equity share in allotment of additional Equity Share each if they apply for additional shares. However, they cannot renounce the same in favour of third parties. The CAF with nil entitlement will be non-negotiable / non-renounceable. Terms of Payment The full amount of Rs. [●] per Equity Share is payable on application. Market lot The Equity Shares of the Company is tradable only in dematerialized form. The market lot for Equity Shares in dematerialized mode is one. In case of holding in physical form, the Company would issue to the allottees one certificate for the Equity Shares allotted to one folio ("Consolidated Certificate"). In respect of the Consolidated Certificate, the Company will, upon receipt of a request from the Equity Shareholder, split such Consolidated Certificate into smaller denomination within one month’s time from the request of the Equity Shareholder in accordance with the provisions of the Articles of Association.

201

Nomination facility In terms of Section 109A of the Act, nomination facility is available in case of Equity Shares. The applicant can nominate any person who is not an excluded U.S. Person as defined in regulation S under the U.S. Securities Act of 1933, as amended, by filling the relevant details in the CAF in the space provided for this purpose. A sole Equity Shareholder or first Equity Shareholder, along with other joint Equity Shareholders being individual(s) may nominate any person(s) who, in the event of the death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the Equity Shares. A person, being a nominee, becoming entitled to the Equity Shares by reason of the death of the original Equity Shareholder(s), shall be entitled to the same advantages to which he would be entitled if he were the registered holder of the Equity Shares. Where the nominee is a minor, the Equity Shareholder(s) may also make a nomination to appoint, in the prescribed manner, any person to become entitled to the Equity Share(s), in the event of death of the said holder, during the minority of the nominee. A nomination shall stand rescinded upon the sale of the Equity Share by the person nominating. A transferee will be entitled to make a fresh nomination in the manner prescribed. When the Equity Share is held by two or more persons, the nominee shall become entitled to receive the amount only on the demise of all the holders. Fresh nominations can be made only in the prescribed form available on request at the registered office of the Company or such other person at such addresses as may be notified by the Company. The Applicant can make the nomination by filling in the relevant portion of the CAF. Only one nomination would be applicable for one folio. Hence, in case the Equity Shareholder(s) has already registered the nomination with the Company, no further nomination needs to be made for Equity Shares to be allotted in this Issue under the same folio. However, new nominations, if any, by the Equity Shareholder(s) shall operate in supersession of the previous nomination, if any. In case the allotment of Equity Shares is in dematerialized form, there is no need to make a separate nomination for the Equity Shares to be allotted in this Issue. Nominations registered with respective DP of the applicant would prevail. If the applicant requires change in the nomination, they are requested to inform their respective DP. Listing and trading of Equity Shares proposed to be issued The Company’s existing Equity Shares are currently traded on the Stock Exchanges under the ISIN: INE900C01027. The fully paid up Equity Shares proposed to be issued on a rights basis shall be listed and admitted for trading on the Stock Exchanges under the existing ISIN for fully paid Equity Shares of the Company. The listing and trading of the Equity Shares shall be based on the current regulatory framework applicable thereto. Accordingly, any change in the regulatory regime would accordingly affect the schedule. The Equity Shares allotted pursuant to this Issue will be listed as soon as practicable but in no case later than seven working days from the finalization of the basis of allotment. The Company has made an application for “in-principle” approval for listing of the Equity Shares respectively to the BSE and the NSE through letters dated [●] and [●] and has received such approval from the BSE pursuant to the letter no. [●] dated [●] and from the NSE pursuant to letter no. [●] dated [●]. Minimum Subscription The Company has entered into an underwriting agreement dated [●] (the “Underwriting Agreement”) with [●] (the “Underwriter”) for underwriting the Equity Shares offered through this Issue for a maximum amount up to Rs. [●] million as given in the table below. In terms of the Underwriting Agreement, the Underwriters shall, except to the extent of the subscription by the Promoter, TACO and Gestamp Servicios S.L to their entitlements of Equity shares in full (“Promoter Subscription”) and any subscription received from the Company’s public shareholders other than Promoter Subscription, be responsible for bringing in a shortfall, if any, at a price of Rs. [●] per Equity Share. If the Company does not receive minimum subscription of 90% of the Issue through Issue including devolvement of Underwriters within 60 days from the date of closure of the Issue, the Company shall

202

forthwith refund the entire subscription amount received. If there is delay in the refund of subscription by more than 8 days after the Company becomes liable to pay the subscription amount (i.e. fifteen days after the Issue Closing Date), the Company will pay interest for the delayed period, at prescribed rates in sub-sections (2) and (2A) of Section 73 of the Act. For further details please refer to section titled “Basis of Allotment” on page no. 221 of this Draft Letter of Offer. Arrangement for Odd Lot Equity Shares The Company has not made any arrangements for the disposal of odd lot Equity Shares arising out of this Issue. The Company will issue certificates of denomination equal to the number of Equity Shares being allotted to the Equity Shareholder. Joint-Holders Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as joint-tenants with benefits of survivorship subject to provisions contained in the Articles of Association of the Company. Notices All notices to the Equity Shareholder(s) required to be given by the Company shall be published in one English national daily with wide circulation and one Hindi national daily and one regional language daily newspaper with wide circulation at the place where registered office of the Company is situated and / or will be sent by ordinary post to the registered holders of the Equity Share from time to time. Issue of duplicate equity share certificate If any Equity Share certificate(s) is / are mutilated or defaced or the cages for recording transfers of Equity Shares are fully utilized, the Company against the surrender of such certificate(s) may replace the same, provided that the same will be replaced as aforesaid only if the certificate numbers and the distinctive numbers are legible. If any Equity Share certificate(s) is / are destroyed, stolen, lost or misplaced, then upon production of proof thereof to the satisfaction of the Company and upon furnishing such indemnity / surety and / or such other documents as the Company may deem adequate, duplicate Equity Share certificate(s) shall be issued. Restrictions on transfer and transmission of shares and on their consolidation / splitting There are no restrictions on transfer and transmission and on their consolidation / splitting of shares issued pursuant to this Issue. Option to receive Equity Shares in Dematerialized Form Applicants to the Equity Shares of the Company issued through this Issue shall be allotted the securities in dematerialized (electronic) form at the option of the applicant. The Company signed a tripartite agreement with National Securities Depository Limited (NSDL) on April 18, 2007 and with Central Depository Services (India) Limited (CDSL) on March 20, 2007 which enables the Investors to hold and trade in securities in a form, instead of holding the securities in the form of physical certificates. In this Issue, the Allottees who have opted for Equity Shares in dematerialized form will receive their Equity Shares in the form of an electronic credit to their beneficiary account with a depository participant. Investor will have to give the relevant particulars for this purpose in the appropriate place in the CAF. Applications, which do not accurately contain this information, will be given the securities in physical form. No separate applications for securities in physical and/or dematerialized form should be made. If such applications are made, the application for physical securities will be treated as multiple applications and is liable to be rejected. In case of partial allotment, allotment will be one in demat option for the shares sought in demat and balance, if any, may be

203

allotted in physical shares. The Equity Shares of the Company will be listed on the BSE and the NSE. Procedure for availing the facility for Allotment of Equity Shares in this Issue in the electronic form is as under:

1. Open a beneficiary account with any depository participant (care should be taken that the beneficiary account should carry the name of the holder in the same manner as is exhibited in the records of the Company. In the case of joint holding, the beneficiary account should be opened carrying the names of the holders in the same order as with the Company). In case of investors having various folios in the Company with different joint holders, the investors will have to open separate accounts for such holdings. Those Equity Shareholders who have already opened such beneficiary account(s) need not adhere to this step.

2. For Equity Shareholders already holding Equity Shares of the Company in dematerialized form as on the

Record Date, the beneficial account number shall be printed on the CAF. For those who open accounts later or those who change their accounts and wish to receive their Equity Shares pursuant to this Issue by way of credit to such account, the necessary details of their beneficiary account should be filled in the space provided in the CAF. It may be noted that the Allotment of Equity Shares arising out of this Issue may be made in dematerialized form even if the original Equity Shares of the Company are not dematerialized. Nonetheless, it should be ensured that the depository account is in the name(s) of the Equity Shareholders and the names are in the same order as in the records of the Company.

3. Responsibility for correctness of information (including Applicant’s age and other details) filled in the

CAF vis-à-vis such information with the Applicant’s depository participant, would rest with the Applicant. Applicants should ensure that the names of the Applicants and the order in which they appear in CAF should be the same as registered with the Applicant’s depository participant.

4. Applicants must necessarily fill in the details (including the beneficiary account number or client ID

number) appearing in the CAF under the heading ‘Request for Shares in Electronic Form’. 5. Equity Share/Warrants Allotted to an Applicant in the electronic account form will be credited directly

to the Applicant’s respective beneficiary account(s) with depository participant. 6. Applicants should ensure that the names of the Applicants and the order in which they appear in the

CAF should be the same as registered with the Applicant’s depository participant. 7. Non-transferable Allotment advice/refund orders will be directly sent to the Applicant by the Registrar

to this Issue. 8. If incomplete/incorrect details are given under the heading ‘Request for Shares in Electronic Form’ in

the CAF, the Applicant will get Equity Shares in physical form. 9. Renouncees can also exercise the option to receive Equity Shares in the demat form by providing the

necessary details about their beneficiary account. 10. It may be noted that Equity Share arising out of this Issue can be received in demat form even if the

existing Equity Shares are held in physical form. Nonetheless, it should be ensured that the depository participant account is in the name of the Applicant(s) in the same order as per specimen signatures appearing in the records of the depository participant/Company.

11. It may be noted that shares in electronic form can be traded only on the Stock Exchanges having

electronic connectivity with NSDL or CDSL. 12. Dividend or other benefits with respect to the Equity Shares held in dematerialized form would be paid

to those Equity Shareholders whose names appear in the list of beneficial owners given by the

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depository participant to the Company as on the date of the book closure. 13. If incomplete / incorrect beneficiary account details are given in the CAF the Applicant will get Equity

Shares in physical form. 14. The Equity Shares pursuant to this Issue Allotted to Investors opting for dematerialized form would be

directly credited to the beneficiary account as given in the CAF after verification. Allotment advice, refund order (if any) would be sent directly to the Applicant by the Registrar to the Issue but the Applicant’s depository participant will provide to him the confirmation of the credit of such Equity Shares to the Applicant’s depository account.

15. Renouncees will also have to provide the necessary details about their beneficiary account for

Allotment of securities in this Issue. In case these details are incomplete or incorrect, the Renouncees will get Equity Shares in physical form.

EQUITY SHAREHOLDERS UNDER THE ASBA PROCESS MAY PLEASE NOTE THAT THE EQUITY SHARES OF THE COMPANY UNDER THE ASBA PROCESS CAN ONLY BE ALLOTTED IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT IN WHICH THE EQUITY SHARES ARE BEING HELD ON RECORD DATE. INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES OF THE COMPANY CAN BE TRADED ON THE STOCK EXCHANGES ONLY IN DEMATERIALIZED FORM. ISSUE PROCEDURE The CAF would be printed in black ink for all shareholders. The CAF shall be dispatched through registered post or speed post at least three days before the date of opening of the issue. In case the original CAF is not received by the applicant or is misplaced by the applicant, the applicant may request the Registrars to the Issue, Link Intime India Private Limited, for issue of a duplicate CAF, by furnishing the registered folio number, DP ID Number, Client ID Number and their full name and address. The applicant can renounce the right to apply for equity shares offered either in full or in part in favour of any other person or persons. Such renouncees can only be Indian Nationals / Limited Companies incorporated under and governed by the Act, statutory corporations / institutions, trusts (unless registered under the Indian Trust Act), minors (through their legal guardians), societies (unless registered under the Societies Registration Act, 1860 or any other applicable laws) provided that such trust / society is authorized under its constitution / bye laws to hold equity shares in a company and cannot be a partnership firm, more than three persons including joint-holders, HUF, foreign nationals (unless approved by RBI or other relevant authorities) or to any person situated or having jurisdiction where the offering in terms of this Draft Letter of Offer could be illegal or require compliance with securities laws. Option available to the Equity Shareholders The Composite Application Form clearly indicates the number of Equity Shares that the Equity Shareholder is entitled to. Equity Shareholder shall have the following options:

• Apply for his entitlement in full; • Apply for his entitlement in full and apply for additional Equity Shares; • Apply for his entitlement in part; • Apply for his entitlement in part and renounce the other part; • Renounce his entire entitlement.

Additional equity shares The equity shareholders are eligible to apply for additional equity shares provided the applicant has applied for all the equity shares offered to him without renouncing them in full or in part. If you desire to apply for additional Equity Shares, please indicate your requirement in the place provided for additional shares in Part A of the CAF.

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The application for the additional equity shares shall be considered and allotment shall be made at the sole discretion of the Board and in consultation if necessary with the Designated Stock Exchange. This allotment of additional equity shares will be made on equitable basis with reference to number of shares held by the applicant on the record date. Applications for additional Equity Shares shall be considered and Allotment shall be at the sole discretion of the Board of Directors of the Company, in consultation, if necessary, with the Designated Stock Exchange, and in the manner prescribed under “Basis of Allotment” on page no. 221 of the Draft Letter of Offer. In case of application for additional Equity Shares by Non-Resident Equity Shareholders, the allotment of additional securities will be subject to the permission of the RBI. Where the number of additional Equity Shares applied for exceeds the number available for Allotment, the Allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange. Renouncees for Equity Shares can apply for the Equity Shares renounced to them and also apply for additional Equity Shares. Renunciation This Issue shall be deemed to include a right exercisable by you to renounce the Equity Shares offered to you either in full or in part in favour of any other person or persons. Such renouncees can only be Indian Nationals (including minor through their natural / legal guardian) / limited companies incorporated under and governed by the Act, statutory corporations / institutions, trusts (registered under the Indian Trust Act), societies (registered under the Societies Registration Act, 1860 or any other applicable laws) provided that such trust/society is authorized under its constitution / bye laws to hold equity shares in a company and cannot be a partnership firm, foreign nationals or nominees of any of them (unless approved by RBI or other relevant authorities) or to any person situated or having jurisdiction where the offering in terms of this Letter of Offer could be illegal or require compliance with securities laws of such jurisdiction or any other persons not approved by the Board. Any renunciation from Resident Indian Shareholder(s) to Non-Resident Indian(s) or from Non-Resident Indian Shareholder(s) to other Non-Resident Indian(s) or from Non-Resident Indian Shareholder(s) to Resident Indian(s) is subject to the renouncer(s) / renouncee(s) obtaining the approval of the FIPB and / or necessary permission of the RBI under the Foreign Exchange Management Act, 1999 (FEMA) and other applicable laws and such permissions should be attached to the CAF. Applications not accompanied by the aforesaid approval are liable to be rejected. Your attention is drawn to the fact that the Company shall not allot and / or register any Equity Shares in favor of:

• More than three persons including joint holders; • Partnership firm(s) or their nominee(s); • Minors; • Hindu Undivided Family; • Any Trust or Society (unless the same is registered under the Societies Registration Act, 1860 or any

other applicable Trust laws and is authorized under its Constitutions to hold Equity Shares of a Company)

Part ‘A’ of the CAF must not be used by any person(s) other than those in whose favour this offer has been made. If used, this will render the application invalid. Submission of the enclosed CAF to the Banker to the Issue at its collecting branches specified on the reverse of the CAF with the form of renunciation (Part ‘B’ of the CAF) duly filled in shall be conclusive evidence for the Company of the person(s) applying for Equity Shares in Part ‘C’ of the CAF to receive allotment of such Equity Shares. The Renouncees applying for all the Equity Shares renounced in their favour may also apply for additional Equity Shares. Part ‘A’ of the CAF must not be used by the Renouncee(s) as this will render the application invalid. Renouncee(s) will have no further right to renounce any Equity Shares in favour of any other person.

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Procedure for renunciation To renounce the whole offer in favour of one renouncee If you wish to renounce the offer indicated in Part A, in whole, please complete Part B of the CAF. In case of joint holding, all joint holders must sign Part B of the CAF. The person in whose favor renunciation has been made should complete and sign Part C of the CAF. In case of joint renouncees, all joint renounces must sign Part C of the CAF. To renounce in part/or renounce the whole to more than one person(s) If you wish to either accept this offer in part and renounce the balance or renounce the entire offer in favour of two or more renouncees, the CAF must be first split into requisite number of forms. Please indicate your requirement of split forms in the space provided for this purpose in Part D of the CAF and return the entire CAF to the Registrar to the Issue so as to reach them latest by the close of business hours on the last date of receiving requests for split forms. On receipt of the required number of split forms from the Registrar, the procedure as mentioned in paragraph above shall have to be followed. In case the signature of the Equity Shareholder(s), who has renounced the Equity Shares, does not agree with the specimen registered with the Company, the application is liable to be rejected. Renouncee(s) The person(s) in whose favour the Equity Shares are renounced should fill in and sign Part C of the Application Form and submit the entire Application Form to the Bankers to the Issue on or before the Issue Closing Date along with the application money. A renounce is eligible to apply for additional shares. Change and/ or introduction of additional holders If you wish to apply for Equity Shares jointly with any other person(s), not more than three, who is/are not already a joint holder with you, it shall amount to renunciation and the procedure as stated above for renunciation shall have to be followed. Even a change in the sequence of the name of joint holders shall amount to renunciation and the procedure, as stated above shall have to be followed. Please note that:

• Part A of the CAF must not be used by any person(s) other than those in whose favour this Issue has been made. If used, this will render the application invalid.

• Request by the applicant for the Split Application Form should reach the Company on or before [•]. • Only the person to whom this Draft Letter of Offer has been addressed to and not the renouncee(s) shall

be entitled to renounce and to apply for Split Application Forms. Forms once split cannot be split again. • Split form(s) will be sent to the applicant(s) by post at the applicant’s risk.

How to Apply Applications should be made on the enclosed CAF provided by the Company. The enclosed CAF should be completed in all respects, as explained in the instructions indicated in the CAF. Applications will not be accepted by the Lead Manager or by the Registrar to the Issue or by the Company at any offices except in the case of postal applications as per instructions given elsewhere in the Letter of Offer. Payment should be made in cash (not more than Rs.[•]/-) or by cheque / bank draft / drawn on any Bank (including a Co-operative Bank) which is situated at and is a member or a sub-member of the bankers clearing house located at the centre where the CAF is submitted and which is participating in the clearing at the time of submission of the application. Outstation cheques / money orders / postal orders will not be accepted and CAFs accompanied by such cheques / money orders / postal orders are liable to be rejected. The CAF consists of four parts:

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(a) Part A: Form for accepting the Equity Shares offered and for applying for additional Equity Shares (b) Part B: Form for renunciation (c) Part C: Form for application for renouncees (d) Part D: Form for request for split application forms

Sr. No.

Option Available Action Required

1 Accept whole or part of your entitlement without renouncing the balance.

Fill in and sign Part A (All joint holders must sign)

2 Accept your entitlement in full and apply for additional Equity Shares

Fill in and sign Part A including Asset III relating to the acceptance of entitlement and Asset IV relating to additional Equity Shares (All joint holders must sign)

3 Renounce your entitlement in full to one person (Joint renounces are considered as one)

Fill in and sign Part B (All joint holders must sign) indicating the number of Equity Shares renounced and hand it over to the renounce. The renounces must fill in and sign Part C (All joint renouncees must sign)

4 Accept a part of your entitlement and renounce the balance to one or more renounce(s)

OR Renounce your entitlement to all the Equity Shares offered to you to more than one renounce

Fill in and sign Part D (all joint holders must sign) requesting for Split Application Forms. Send the CAF to the Registrar to the Issue so as to reach them on or before the last date for receiving requests for Split Forms. Splitting will be permitted only once. On receipt of the Split Form take action as indicated below. For the Equity Shares you wish to accept, if any, fill in and sign Part A. For the Equity Shares you wish to renounce, fill in and sign Part B indicating the number of Equity Shares renounced and hand it over to the renouncees. Each of the Renouncees should fill in and sign Part C for the Equity Shares accepted by them.

5 Introduce a joint holder or change the sequence of the joint holder

This will be treated as renunciation. Fill in and sign Part B and the Renouncees must fill in and sign Part C

For applicants residing at places other than designated Bank collecting branches Applicants residing at places other than the cities where the Bank collection centres have been opened should send their completed CAF by registered post / speed post to the Registrars to the Issue, Link Intime India Pvt. Ltd. alongwith bank drafts, net of bank charges and postal charges, payable at Mumbai in favor of the Banker to the Issue [●] crossed “A/c Payee only” so that the same are received on or before closure of the Issue (i.e. [•]). The Company will not be liable for any postal delays and applications received through mail after the closure of the Issue, are liable to be rejected and returned to the applicants. Applications by mail should not be sent in any other manner except as mentioned below. All application forms duly completed together with cash / cheque / demand draft for the application money must be submitted before the close of the subscription list to the Bankers to the Issue named herein or to any of its branches mentioned on the reverse of the CAF. The applicants are requested to strictly adhere to these instructions. Failure to do so could result in the application being liable to be rejected with the Company, the Lead Manager and the Registrars not having any liabilities to such applicants.

Non-resident investors, who are not excluded U. S. Persons as defined in Regulation S under the U.S. Securities Act of 1933, as amended, (a "U.S. Person"), applying on a repatriation basis should send their completed CAF by registered post/speed post to the Registrar to the Issue, Link Intime India Pvt. Ltd. along with demand drafts for the full application amount, payable at Mumbai in favour of the Bankers to the Issue, crossed account payee only and marked "[●]" so that the same are received on or before closure of the Issue i.e. [●].

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Non-resident Equity Shareholders Applications received from the Non-Resident Equity Shareholders for the allotment of Equity Shares shall, inter alia, be subject to the conditions as may be imposed from time to time by the RBI, in the matter of refund of application moneys, allotment of Equity Shares, issue of letters of allotment / certificates / payment of dividends etc. Non-resident Equity Shareholders will be required to represent, inter alia, that they are not excluded U.S. Persons as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended. Availability of duplicate CAF In case the original CAF is not received, or is misplaced by the applicant, the Registrar to the Issue will issue a duplicate CAF on the request of the applicant who should furnish the registered folio number/ DP and Client ID number and his/ her full name and address to the Registrar to the Issue. Please note that those who are making the application in the duplicate form should not utilize the original CAF for any purpose including renunciation, even if it is received/ found subsequently. Thus in case the original and duplicate CAFs are lodged for subscription, allotment will be made on the basis of the duplicate CAF and the original CAF will be ignored. Application on Plain Paper A resident Equity Shareholder or a non-resident Equity Shareholder, who is not an excluded U.S. Person as defined in Regulation S under the U.S. Securities Act of 1933, as amended, (a "U.S. Person"), applying on a non-repatriation basis who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper, along with an Account Payee Cheque drawn on a local bank at Mumbai or Demand Draft/Pay Order payable at Mumbai in favour of the Bankers to the Issue, crossed account payee only and marked "[●]" and send the same by registered post directly to the Registrar to the Issue. A non-resident Equity Shareholder, who is not an excluded U.S. Person as defined in Regulation S under the U.S. Securities Act of 1933, as amended, (a "U.S. Person"), applying on a repatriation basis who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper, along with an Account Payee Cheque drawn on a local bank at Mumbai or Demand Draft/Pay Order payable at Mumbai in favour of the Bankers to the Issue, crossed account payee only and marked "[●]" and send the same by registered post directly to the Registrar to the Issue. An Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper. The application on plain paper, duly signed by the applicants including joint holders, in the same order as per specimen recorded with the Company, must reach the office of the Registrar to the issue before the Issue Closing Date and should contain the following particulars: 1. Name of Issuer, being Automotive Stampings and Assemblies Limited. 2. Name and address of the Equity Shareholder including joint holders 3. Registered Folio Number / DP ID No. and Client ID No. 4. Number of shares held as on Record Date 5. Certificate numbers and distinctive numbers, if held in physical form. 6. Number of Rights Equity Shares entitled 7. Number of Rights Equity Shares applied for out of entitlement 8. Number of additional Equity Shares applied for, if any 9. Total number of Equity Shares applied for 10. Amount paid on application at the rate of Re [•] 11. Particulars of cheque / draft 12. Savings / Current Account Number and name and address of the bank where the Equity Shareholder will be

depositing the refund order; PAN, photocopy of the Form 60 / Form 61 declaration for each Applicant in case of joint names;

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13. Include the representation in writing that "I/We understand that the Rights entitlements and the Equity Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any United States state securities laws and may not be offered, sold, resold or otherwise transferred within the United States or to, or for the account or benefit of, "U.S. Persons" (as defined in Regulation S under the Securities Act (a "U.S. Person")), except in a transaction exempt from the registration requirements of the U.S. Securities Act, and I/we confirm that I/we am/are not a U.S. Person and am/are not applying for these Equity Shares for the account or benefit of a U.S. Person. There are no restrictions under the laws of my/our local jurisdiction that prevent or prohibit me/us from applying for the Equity Shares." In addition, residents of the European Economic Area must confirm that "I/We satisfy the requirements relating to the EEA in the Letter of Offer."; and

14. In case of Non Resident Shareholders, NRE / FCNR / NRO account no., name and address of the Bank and branch should be given

15. PAN number of the applicant and in case of joint applicants, for each of the applicant, irrespective of the total value of the equity shares applied pursuant to this issue.

16. Signature of Equity Shareholders to appear in the same sequence and order as they appear in the records of the Company and

17. Payments in such cases, should be through a cheque / demand draft payable at Mumbai be drawn in favor of [•] and marked “A/c payee only” in case of resident shareholders and non-resident shareholders applying on non-repatriable basis and in favor of [•] in case of non-resident shareholders applying on repatriable basis and marked “A/c payee only”.

Please note that those who are making the application on plain paper shall not be entitled to renounce their rights and should not utilize the original CAF for any purpose including renunciation even if it is received subsequently. If the applicant violates any of these requirements, he/she shall face the risk of rejection of both the applications. The Company shall refund such application amount to the applicant without any interest thereon. Application under Power of Attorney In case of application under power of Attorney or by Limited Companies or Bodies Corporate or Societies registered under the applicable laws, a certified copy of the Power of Attorney or the relevant authority, as the case may be, along with the certified copy of Memorandum & Article of Association or Bye-Laws, as the case may be, must be lodged separately by registered post at the office of the Registrar to the Issue simultaneously with the submission of the CAF, indicating the serial number of CAF and the name of the bank and the branch office where the application is submitted within 10 days of closure of the offer, failing which the application is liable to be rejected. In case the Power of Attorney is already registered with the Company, then the same need not be furnished again. However, the serial number of the Registration under which the Power of Attorney has been registered with the Company must be mentioned below the signature of the Applicant. Quoting of Permanent Account Number in the application forms In terms of circular no. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007, every applicant shall disclose the Permanent Account Number (PAN), allotted under the Income Tax Act, 1961, in the application form, irrespective of the amount for which application is made. Application forms without this information will be considered incomplete and are liable to be rejected. Note on cash payment (Section 269 SS) Having regard to the provisions of Section 269 (SS) of the Income Tax Act, 1961, if the amount payable is Rs. 20,000/- or more, subscriptions against applications for securities should not be effected in cash and must be effected only by ‘Account Payee’ cheques or ‘Account Payee’ bank drafts. In case payment is effected in contravention of this provision, the application is liable to be rejected. Last date of application The last date for receipt of the duly filled in CAF by the Bankers to the Issue, together with the amount payable

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on application is [•]. If the CAF together with the amount payable is not received by the Banker to the Issue/ Registrar to the Issue on or before the close of banking hours on the aforesaid last date or such date as may be extended by the Board/ Committee of Directors, the offer contained in this Letter of Offer shall be deemed to have been declined and the Board/ Committee of Directors shall be at liberty to dispose off the Equity Shares hereby offered, as provided under the section entitled “Basis of Allotment”. Incomplete Application CAF’s, which are not complete or are not accompanied with the application money amount payable, are liable to be rejected. Mode of payment for Resident Shareholders / Applicant Payment(s) must be made by cheque/demand draft and drawn on any bank (including a co-operative bank) which is situated at and is a member or a sub-member of the Bankers’ Clearing House located at the centre where the CAF is submitted. A separate cheque/draft must accompany each CAF. Only one mode of payment should be used. Money orders, postal orders and outstation cheques will not be accepted and applications accompanied by any such instruments will be rejected. Shareholders/Applicants residing at places other than those mentioned in the CAF and applicants who wish to send their applications but not having collection centres should send their application by Registered Post, only to the Registrar to the Issue enclosing a Cheque / Demand draft, net of bank charges and postal charges, drawn on a clearing Bank and payable at Mumbai only before the closure of the issue. Such cheque / drafts should be payable to [•]. All cheque/ drafts must be crossed ‘A/c Payee only’. No receipt will be issued for the application money received. However, the Collection Centre receiving the application will acknowledge receipt of the application by stamping and returning the acknowledgement slip at the bottom of each CAF. The Company is not responsible for any postal delay/ loss in transit on this account./

1. Applicants who are resident in centers with the bank collection centres shall draw cheques / drafts accompanying the CAF in favour of the Bankers to the Issue, crossed account payee only and marked “[●]”.

2. Applicants residing at places other than places where the bank collection centres have been opened by the Company for collecting applications, are requested to send their applications together with Demand Draft/Pay Order payable at Mumbai in favour of the Bankers to the Issue, crossed account payee only and marked “[●]” directly to the Registrar to the Issue by registered post so as to reach them on or before the Issue Closing Date. The Company or the Registrar to the Issue will not be responsible for postal delays or loss of applications in transit, if any.

Investments by FIIs In accordance with the current regulations, the following restrictions are applicable for investment by FIIs: The Issue of Equity Shares under this Issue and the issue of Equity Shares on exercise of Warrants to a single FII should not exceed 10% of the post-issue paid up capital of the Company. In respect of an FII investing in the Equity Shares on behalf of its sub-accounts the investment on behalf of each sub-account shall not exceed 5% of the total paid up capital of the Company. At present, investments in companies manufacturing automobile components fall under the RBI automatic approval route for FDI / NRI investment up to 100%. Investment by NRIs Investments by NRIs are governed by the Portfolio Investment Scheme under Regulation 5(3)(i) of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. Procedure for Applications by Mutual Funds A separate application can be made in respect of each scheme of an Indian mutual fund registered with the SEBI

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and such applications shall not be treated as multiple applications. The applications made by asset management companies or custodians of a mutual fund should clearly indicate the name of the concerned scheme for which the application is being made. Offer to non-resident equity shareholders / applicants Applications received from NRIs and non-residents for allotment of Equity Shares shall be inter alia, subject to the conditions imposed from time to time by the RBI under the Foreign Exchange Management Act, 2000 (FEMA) in the matter of receipt and refund of application moneys and the allotment of Equity Shares, issue of letter of allotment / share, dividends, etc. General permission has been granted to any person resident outside India to purchase shares offered on rights basis by an Indian company in terms of FEMA and regulation 6 of notification No. FEMA 20/2000-RB dated May 3, 2000. The Board may at its absolute discretion, agree to such terms and conditions as may be stipulated by RBI while approving the allotment of the Equity Shares, payment of dividend etc. to the non-resident shareholders. The Equity Shares purchased by non-residents shall be subject to the same conditions including restrictions in regard to the repatriability as are applicable to the original shares against which rights shares are issued. By virtue of Circular No. 14 dated September 16, 2003 issued by the RBI, overseas corporate bodies (“OCBs”) have been derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003. Accordingly, OCBs shall not be eligible to subscribe to the Equity Shares. The RBI has, however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as incorporated non-resident entities. Thus, OCBs desiring to participate in this Issue must obtain prior approval from the RBI. Such approval shall be submitted along with the CAF. FIIs will not need permission of the FIPB / RBI for investment in the Issue to the extent of their Rights Entitlement. However, in case of applications from such entities in excess of their Rights Entitlement, allotment will be subject to restrictions under applicable laws, including existing ceilings on FII holdings in the Company and the sectoral caps on FDI in the Company, as applicable. Letter of Offer and CAF to non resident Equity Shareholders shall be dispatched only to their address mentioned in the Register of Members in India as provided under Section 53 of the Companies Act. The Letter of Offer and CAF should not be forwarded to or transmitted in or into the United States of America or the territories or possessions thereof at any time or to, or for the account or benefit of, “U.S. Persons” (as defined in Regulation S under the United States Securities Act of 1933, as amended), except in a transaction exempt from the registration requirements of the Securities Act. Mode of payment for Non-Resident Equity Shareholders/ Applicants As regards the application by non-resident Equity Shareholders, the payment must be made by demand draft / cheque payable at Mumbai (net of demand draft charges and postal charges) or funds remitted from abroad in any of the following ways:

• Application with repatriation benefits

By Indian Rupee drafts purchased from abroad and payable at Mumbai or funds remitted from abroad (submitted along with Foreign Inward Remittance Certificate); or

By cheque / draft on a Non-Resident External Account (NRE) or FCNR Account maintained and drawn on Mumbai; or

By Rupee draft purchased by debit to NRE/ FCNR Account maintained elsewhere in India and payable at Mumbai; or

FIIs registered with SEBI must remit funds from special non-resident rupee deposit account. Non resident investors applying with repatriation benefits should draw cheques / drafts in favour of

the Banker to the issue and marked “[●]” payable at Mumbai and must be crossed “account payee only” for the full application amount.

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• Application without repatriation benefits

As far as non-residents holding shares on non-repatriation basis is concerned, in addition to the modes specified above, payment may also be made by way of cheque drawn on Non-Resident (Ordinary) Account maintained in Mumbai or Rupee Draft purchased out of NRO Account maintained elsewhere in India but payable at Mumbai. In such cases, the allotment of Equity Shares will be on non-repatriation basis. All cheques/drafts submitted by non-residents should be drawn in favour of the Bankers to the Issue and marked “[●]” payable at Mumbai and must be crossed “Account Payee only” for the amount payable. The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF. Applicants may note that where payment is made by drafts purchased from NRE / FCNR / NRO accounts as the case may be, an Account Debit Certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE / FCNR / NRO account should be enclosed with the CAF. Otherwise the application shall be considered incomplete and is liable to be rejected. New demat account shall be opened for holder who have had a change in status from resident Indian to NRI Note:

a) In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the

investment in Equity Shares / Warrant can be remitted outside India, subject to tax, as applicable according to IT Act.

b) In case Equity Shares / Warrant are allotted on non-repatriation basis, the dividend and sale proceeds of the Equity Shares/Warrant cannot be remitted outside India.

c) The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAFs before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF.

d) In case of an application received from non-residents, allotment, refunds and other distribution, if any, will be made in accordance with the guidelines / rules prescribed by RBI as applicable at the time of making such allotment, remittance and subject to necessary approvals.

e) Our Company is not responsible for any delay / loss in transit on this account and applications received through mail after closure of the Issue are liable to be rejected.

Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of section 68A of the Companies Act, 1956 which is reproduced below: “Any person who makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years.” Dematerialized dealing The Company, for its existing Equity Shares bearing the ISIN INE900C01027, has entered into a) tripartite agreement dated April 18, 2007 with National Securities Depository Limited (NSDL) and Link

Intime India Pvt. Ltd.; and

b) tripartite agreement dated March 20, 2007 with the Central Depository Services (India) Limited and Link

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Intime India Pvt. Ltd. Note: APPLICATIONS WILL NOT BE ACCEPTED BY THE LEAD MANAGER OR THE COMPANY. Bank details of the applicant The applicant must fill in the relevant column in the CAF giving particulars of saving Bank / Current Account Number and the Name of the Bank with whom such account is held, to enable the registrar to the issue to print the said details in the refund orders, if any, after the name of the Payees. Please note that provision of Bank Account details has now been made mandatory and applications not containing such details are liable to be rejected. Application number on the Cheque or Demand Draft To avoid any misuse of instruments, the applicants are advised to write the application number and name of the first applicant on the reverse of the cheque/demand draft. General instructions for applicants

a) Please read the instructions printed on the enclosed CAF carefully.

b) Application should be made on the printed CAF, provided by the Company and should be completed in all respects. The CAF found incomplete with regard to any of the particulars required to be given therein, and / or which are not completed in conformity with the terms of the Letter of Offer are liable to be rejected and the money paid, if any, in respect thereof will be refunded without interest and after deduction of bank commission and other charges, if any. The CAF must be filled in English and the names of all the Applicants, details of occupation, address, father’s /husband’s name must be filled in block letters.

c) The CAF together with cheque / demand draft should be sent to the Bankers to the Issue / Collecting Bank or to the Registrar to the Issue, as the case may be, and not to the Company and the Lead Manager to the Issue. Applicants residing at places other than cities where the branches of the Bankers to the Issue have been authorized by the Company for collecting applications, will have to make payment by Account Payee Cheque drawn on a local bank at Mumbai or Demand Draft/Pay Order payable at Mumbai in favour of the Bankers to the Issue, crossed account payee only and marked “[●]” and send their application forms to the Registrar to the Issue by registered post. If any portion of the CAF is / are detached or separated, such application is liable to be rejected.

d) Each of the Applicants should mention his/her PAN allotted under the Income Tax Act, 1961 along with the application, for the purpose of verification of the number. CAFs without PAN details will be considered incomplete and are liable to be rejected.

e) Applicants are advised to provide information as to their savings/current account number, 9 digit MICR number and the name of the Bank, branch with whom such account is held in the CAF to enable the Registrar to the Issue to print the said details in the refund orders, if any, after the names of the payees.

f) The payment against the application should not be effected in cash if the amount to be paid is Rs. 20,000 or more. In case payment is effected in contravention of this, the application may be deemed invalid and the application money will be refunded and no interest will be paid thereon. Payment against the application if made in cash, subject to conditions as mentioned above, should be made only to the Bankers to the Issue.

g) Signatures should be either in English, Hindi or Marathi or in any other language specified in the Eighth Schedule to the Constitution of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary Public or a Special Executive Magistrate under his/ her official seal. The Equity Shareholders must sign the CAF as per the specimen signature recorded with the Company.

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h) In case of joint holders, all joint holders must sign the relevant part of the CAF in the same order and as per the specimen signature(s) recorded with the Company. Further, in case of joint Applicants who are Renouncees, the number of Applicants should not exceed three. In case of joint Applicants, reference, if any, will be made in the first Applicant’s name and all communication will be addressed to the first Applicant.

i) Application(s) received from Non-Resident / NRIs, or persons of Indian origin residing abroad for Allotment of Equity Shares shall, inter alia, be subject to conditions, as may be imposed from time to time by the RBI under FEMA in the matter of refund of application money, Allotment of Equity Shares, subsequent issue and Allotment of Equity Shares, interest, export of share certificates, etc. In case a Non-Resident or NRI Equity Shareholder has specific approval from the RBI, in connection with his shareholding, he should enclose a copy of such approval with the CAF.

j) All communication in connection with application for the Equity Shares, including any change in address of the Equity Shareholders should be addressed to the Registrar to the Issue prior to the date of Allotment in this Issue quoting the name of the first / sole applicant Equity Shareholder, folio numbers and CAF number. Please note that any intimation for change of address of Equity Shareholders, after the date of Allotment, should be sent to the Registrar and Transfer Agents of the Company Link Intime India Pvt. Ltd. in the case of Equity Shares held in physical form and to the respective depository participant, in case of Equity Shares held in dematerialized form.

k) Split forms cannot be re-split.

l) Only the person or persons to whom Equity Shares have been offered and not Renouncee(s) shall be entitled to obtain split forms.

m) Applicants must write their CAF number at the back of the cheque / demand draft.

n) Only one mode of payment per application should be used. The payment must be either in cash or by cheque /demand draft drawn on any of the banks, including a co-operative bank, which is situated at and is a member or a sub member of the Bankers Clearing House located at the centre indicated on the reverse of the CAF where the application is to be submitted.

o) A separate cheque / draft must accompany each CAF. Outstation cheques / demand drafts or post-dated cheques and postal / money orders will not be accepted and applications accompanied by such cheques / demand drafts /money orders or postal orders will be rejected. The Registrar will not accept payment against application if made in cash. (For payment against application in cash please refer point (f) above).

p) No receipt will be issued for application money received. The Bankers to the Issue / Collecting Bank / Registrar will acknowledge receipt of the same by stamping and returning the acknowledgment slip at the bottom of the CAF.

Grounds for technical rejection Applicants are advised to note that applications are liable to be rejected on technical grounds, including the following:

• Amount paid does not tally with the amount payable for; • Bank account details (for refund) are not given; • Age of first applicant not given; • PAN not given irrespective of the amount of application; • In case of Application under power of attorney or by limited companies, corporate, trust, etc.,

relevant documents are not submitted; • If the signature of the existing shareholder does not match with the one given on the Application

Form and for renouncees if the signature does not match with the records available with their

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depositories; • If the Applicant desires to have shares in electronic form, but the Application Form does not have

the Applicant’s depository account details; • Application Forms are not submitted by the Applicants within the time prescribed as per the

Application Form and the Letter of Offer; • Applications not duly signed by the sole/joint Applicants; • Applications by OCBs unless accompanied by specific approval from the RBI permitting the OCBs

to invest in the Issue; • Applications accompanied by Stockinvest; • In case no corresponding record is available with the Depositories that matches three parameters,

namely, names of the Applicants (including the order of names of joint holders), the Depositary Participant’s identity (DP ID) and the beneficiary’s identity;

• Applications by US persons; • Applications by ineligible Non-residents (including on account of restriction or prohibition under

applicable local laws) and where last available address in India has not been provided. PROCEDURE FOR APPLICATION THROUGH THE APPLICATIONS SUPPORTED BY BLOCKED AMOUNT (“ASBA”) PROCESS SEBI, by its circular dated August 20, 2009, introduced in rights issue - Application Supported by Blocked Amount (ASBA) wherein the application money remains in the ASBA Account until allotment. Mode of payment through ASBA in Rights Issue became effective on August 20, 2009. Since this is a new mode of payment in Rights Issues, set forth below is the procedure for applying under the ASBA procedure, for the benefit of the shareholders. This section is only to facilitate better understanding of aspects of the procedure which is specific to ASBA Investors. ASBA Investors should nonetheless read this document in entirety. Shareholders who are eligible to apply under the ASBA Process are advised to make their independent investigations and ensure that the number of Equity Shares applied for by such Shareholder do not exceed the applicable limits under laws or regulations. The Company and the Lead Manager are not liable for any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of this Letter of Offer. Equity Shareholders who are eligible to apply under the ASBA Process are advised to make their independent investigations and ensure that the number of Equity Shares applied for by such Equity Shareholders do not exceed the applicable limits under laws or regulations. The lists of banks that have been notified by SEBI to act as SCSB for the ASBA Process are provided on http://www.sebi.gov.in/pmd/scsb.pdf. For details on designated branches of SCSBs collecting the CAF, please refer the above mentioned link. ASBA Process An ASBA Investor can submit his application through CAF / plain paper, either in physical or electronic mode, to the SCSB with whom the bank account of the ASBA Investor or bank account utilized by the ASBA Investor is maintained. The SCSB shall block an amount equal to the application amount in the ASBA Account specified in the CAF, physical or electronic, on the basis of an authorization to this effect given by the account holder at the time of submitting the CAF. The application data shall thereafter be uploaded by the SCSB in the web enabled interface of the Stock Exchanges as prescribed under circular issued by SEBI -SEBI/CFD/DIL/DIP/38/2009/08/20 dated August 20, 2009 or in such manner as may be decided in consultation with the Stock Exchanges. The amount payable on application shall remain blocked in the ASBA Account until finalization of the Basis of Allotment and consequent transfer of the amount against the allocated Equity Shares to the separate account opened by the Company for Rights

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Issue or until failure of the Issue or until rejection of the ASBA application, as the case may be. Once the basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the Controlling Branch for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful ASBA Investors to the separate account opened by the Company for Rights Issue. In case of withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt of such information from the Registrar to the Issue. The Lead Manager, our Company, its directors, affiliates, associates and their respective directors and officers and the Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in relation to applications accepted by SCSBs, Applications uploaded by SCSBs, applications accepted but not uploaded by SCSBs or applications accepted and uploaded without blocking funds in the ASBA Accounts. It shall be presumed that for applications uploaded by SCSBs, the amount payable on application has been blocked in the relevant ASBA Account. Equity Shareholders who are eligible to apply under the ASBA Process The option of applying for Equity Shares in the Issue through the ASBA Process is only available to Shareholders of the Company on the Record Date and who:

• Is holding Equity Shares in dematerialized form and has applied for entitlements or additional Securities in the Issue in dematerialized form;

• Have not renounced his entitlements in full or in part; • Have not split the CAF; • Are not renouncees • Who applies through a bank account with one of the SCSBs.

Composite Application Form (CAF) The Registrar will dispatch the CAF to all Equity Shareholders as per their entitlement on the Record Date for the Issue. Equity Shareholders desiring to use the ASBA Process are required to submit their applications by selecting the ASBA Option in Part A of the CAF only. Application in electronic mode will only be available with such SCSB who provides such facility. The Equity Shareholder shall submit the CAF/plain paper application to the SCSB for authorizing such SCSB to block an amount equivalent to the amount payable on the application in the said bank account maintained with the same SCSB. The Equity Shareholder shall submit the CAF to the SCSB for authorizing such SCSB to block an amount equivalent to the amount payable on the application in the said bank account maintained with the same SCSB. Equity Shareholders applying under the ASBA Process are also advised to ensure that the CAF is correctly filled up, stating therein the bank account number maintained with the SCSB in which an amount equivalent to the amount payable on application as stated in the CAF will be blocked by the SCSB. Application on Plain Paper An Equity Shareholder who has neither received the original CAF nor is in a position to obtain a duplicate CAF and wanting to apply under ASBA process may make an application to subscribe for the Issue on plain paper. The application on plain paper, duly signed by the applicants including joint holders, in the same order as per specimen recorded with the Company, must be submitted at a designated branch of a SCSB on or before the Issue Closing Date and should contain the following particulars:

• Name of the issuer, being Automotive Stampings and Assembling Limited; • Name and address of the Equity Shareholder, including any joint holders; • Registered folio number / DP ID number and client ID number; • Number of Equity Shares held as on the Record Date; • Rights Entitlement; • Savings / Current Account Number alongwith name and address of the SCSB and Branch from which

the money will be blocked ;

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• The permanent account number (PAN) of the Equity Shareholder and where relevant, for each joint holder, except in respect of Central and State Government officials and officials appointed by the court (e.g., official liquidators and court receivers) who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities market, subject to submitting sufficient documentary evidence in support of their claim for exemption, provided that such transactions are undertaken on behalf of the Central and State Government and not in their personal capacity;

• Signature of the Equity Shareholders to appear in the same sequence and order as they appear in the records of our Company;;

• Incase of Non Resident Shareholders, NRE / FCNR / NRO A/c no., name and address of the SCSB and Branch

• In the application, the ASBA Investor shall, inter alia, give the following confirmations/declarations:

A) That he / she is an ASBA Investor as per the SEBI ICDR Regulations and B) That he / she has authorized the SCSBs to do all acts as are necessary to make an application in

the Issue, upload his / her application data, block or unblock the funds in the ASBA Account and transfer the funds from the ASBA Account to the separate account maintained by the Company for Rights Issue after finalization of the basis of Allotment entitling the ASBA Investor to receive Equity Shares in the Issue etc

The Equity Shareholder shall submit the plain paper application to the SCSB for authorizing such SCSB to block an amount equivalent to the amount payable on the application in the said bank account maintained with the same SCSB. If an applicant makes an application in more than one mode i.e. both in the Composite Application Form and on plain paper, then both the applications may be liable for rejection. Acceptance of the Issue You may accept the Issue and apply for the Equity Shares offered, either in full or in part, by filling Part A of the CAF sent by the Registrar, selecting the ASBA process option in Part A of the CAF and submit the same to the SCSB before the close of the banking hours on or before the Issue Closing Date or such extended time as may be specified by the Board of Directors of the Company in this regard. Mode of payment The Shareholder applying under the ASBA Process agrees to block the entire amount payable on application (including for additional Equity Shares, if any) with the submission of the CAF, by authorizing the SCSB to block an amount, equivalent to the amount payable on application, in a bank account maintained with the SCSB. After verifying that sufficient funds are available in the bank account provided in the CAF, the SCSB shall block an amount equivalent to the amount payable on application mentioned in the CAF until it receives instructions from the Registrar. Upon receipt of intimation from the Registrar, the SCSBs shall transfer such amount as per Registrar’s instruction allocable to the Shareholders applying under the ASBA Process from bank account with the SCSB mentioned by the Shareholder in the CAF. This amount will be transferred in terms of the SEBI ICDR Regulations into the separate bank account maintained by the Company as per the provisions of section 73(3) of the Companies Act, 1956. The balance amount remaining after the finalization of the basis of allotment shall be either unblocked by the SCSBs or refunded to the investors by the Registrar on the basis of the instructions issued in this regard by the Registrar to the Issue and the Lead Managers to the respective SCSB. The Shareholders applying under the ASBA Process would be required to block the entire amount payable on their application at the time of the submission of the CAF. The SCSB may reject the application at the time of acceptance of CAF if the bank account with the SCSB details of which have been provided by the Shareholder in the CAF does not have sufficient funds equivalent to the amount payable on application mentioned in the CAF. Subsequent to the acceptance of the application by the SCSB, the Company would have a right to reject the application only on technical grounds. Options available to the Shareholder applying under the ASBA Process

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The summary of options available to the Shareholders is presented below. You may exercise any of the following options with regard to the Equity Shares offered, using the CAF received from Registrar: Sr. No. Option Available Action Required

1. Accept whole or part of your entitlement without renouncing the balance

Fill in and sign Part A of the CAF (All joint holders must sign)

2. Accept your entitlement in full and apply for additional Equity Shares

Fill in and sign Part A of the CAF including Block III relating to the acceptance of entitlement and Block IV relating to additional Equity Shares (All joint holders must sign)

The Shareholder applying under the ASBA Process will need to select the ASBA option process in the CAF and provide required details as mentioned therein. However, in cases where this option is not selected, but the CAF is tendered to the SCSB with the relevant details required under the ASBA process option and SCSB blocks the requisite amount, then that CAF would be treated as if the Shareholder has selected to apply through the ASBA process option. Additional Equity Shares The equity shareholder is eligible to apply for additional Equity Shares over and above the number of Equity Shares that he is entitled too, provided that he have applied for all the Shares offered without renouncing them in whole or in part in favour of any other person(s). Applications for additional shares shall be considered and allotment shall be made at the sole discretion of the Board, in consultation with the Designated Stock Exchange and in the manner prescribed under “Basis of Allotment” on page no. 221 of this Draft Letter of Offer. If you desire to apply for additional shares, please indicate your requirement in the place provided for additional Securities in Part A of the CAF. Renunciation under the ASBA Process Renouncees cannot participate in the ASBA Process. Last date of Application The last date for submission of the duly filled in CAF is [●]. The Issue will be kept open for a minimum of 15 (fifteen) days and the Board or any committee thereof will have the right to extend the said date for such period as it may determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date i.e. [●]. If the CAF together with the amount payable is not received by the SCSB on or before the close of banking hours on the aforesaid last date or such date as may be extended by the Board of Directors, the offer contained in this Draft Letter of Offer shall be deemed to have been declined and the Board of Directors shall be at liberty to dispose off the Equity Shares hereby offered, as provided under “Basis of Allotment” on page no. 221 of this Draft Letter of Offer. Option to receive Securities in Dematerialized Form SHAREHOLDERS UNDER THE ASBA PROCESS MAY PLEASE NOTE THAT THE EQUITY SHARES OF THE COMPANY UNDER THE ASBA PROCESS CAN ONLY BE ALLOTTED IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT IN WHICH THE EQUITY SHARES ARE BEING HELD ON RECORD DATE. Issuance of Intimation Letters Upon approval of the basis of Allotment by the Designated Stock Exchange, the Registrar to the Issue shall send the Controlling Branches, a list of the ASBA Investors who have been allocated Equity Shares in the Issue, along with:

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• The number of Equity Shares to be allotted against each successful ASBA; • The amount to be transferred from the ASBA Account to the separate account opened by the Company

for Rights Issue, for each successful ASBA; • The date by which the funds referred to in para above, shall be transferred to separate account opened

by the Company for Rights Issue; and • The details of rejected ASBAs, if any, along with reasons for rejection to enable SCSBs to unblock the

respective ASBA Accounts. General instructions for Shareholders applying under the ASBA Process

• Please read the instructions printed on the CAF carefully. • Application should be made on the printed CAF / plain paper and should be completed in all respects.

The CAF found incomplete with regard to any of the particulars required to be given therein, and / or which are not completed in conformity with the terms of this Letter of Offer are liable to be rejected. The CAF / plain paper application must be filled in English.

• The CAF / plain paper application in the ASBA Process should be submitted at a Designated Branch of the SCSB and whose bank account details are provided in the CAF and not to the Bankers to the Issue/Collecting Banks (assuming that such Collecting Bank is not a SCSB), to the Company or Registrar or Lead Manager to the Issue.

• All applicants, and in the case of application in joint names, each of the joint applicants, should mention his/her PAN number allotted under the Income-Tax Act, 1961, irrespective of the amount of the application. CAFs / plain paper application without PAN will be considered incomplete and are liable to be rejected.

• All payments will be made by blocking the amount in the bank account maintained with the SCSB. Cash payment is not acceptable. In case payment is affected in contravention of this, the application may be deemed invalid and the application money will be refunded and no interest will be paid thereon.

• Signatures should be either in English or Hindi or in any other language specified in the Eighth Schedule to the Constitution of India. Thumb impression and Signatures other than in English or Hindi must be attested by a Notary Public or a Special Executive Magistrate under his/her official seal. The Equity Shareholders must sign the CAF /plain paper application as per the specimen signature recorded with the Company / Depositories.

• In case of joint holders, all joint holders must sign the relevant part of the CAF / plain paper application in the same order and as per the specimen signature(s) recorded with the Company. In case of joint applicants, reference, if any, will be made in the first applicant’s name and all communication will be addressed to the first applicant.

• All communication in connection with application for the Securities, including any change in address of the Equity Shareholders should be addressed to the Registrar to the Issue prior to the date of allotment in this Issue quoting the name of the first / sole applicant Shareholder, folio numbers and CAF number.

• Only the person or persons to whom Securities have been offered and not renouncee(s) shall be eligible to participate under the ASBA process.

Do’s:

• Ensure that the ASBA Process option is selected in part A of the CAF and necessary details are filled in. In case of non-receipt of the CAF, the application can be made on plain paper with all necessary details as required under the para “Application on plain paper” appearing under the procedure for application under ASBA.

• Ensure that you submit your application in physical mode only. Electronic mode is only available with certain SCSBs and not all SCSBs and you should ensure that your SCSB offers such facility to you.

• Ensure that the details about your Depository Participant and beneficiary account are correct and the beneficiary account is activated as Equity Shares will be allotted in the dematerialized form only.

• Ensure that the CAF / plain paper application is submitted at the SCSBs whose details of bank account have been provided in the CAF / plain paper application.

• Ensure that you have mentioned the correct bank account number in the CAF / plain paper application.

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• Ensure that there are sufficient funds (equal to {number of Equity Shares applied for} X {Issue Price per Equity Shares as the case may be}] available in the bank account maintained with the SCSB mentioned in the CAF / plain paper application before submitting the CAF to the respective Designated Branch of the SCSB.

• Ensure that you have authorized the SCSB for blocking funds equivalent to the total amount payable on application mentioned in the CAF / plain paper application, in the bank account maintained with the respective SCSB, of which details are provided in the CAF / plain paper application and have signed the same.

• Ensure that you receive an acknowledgement from the SCSB for your submission of the CAF / plain paper application in physical form.

• Each applicant should mention their Permanent Account Number (“PAN”) allotted under the Income Tax Act.

• Ensure that the name(s) given in the CAF / plain paper application is exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case the CAF is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the CAF / plain paper application.

• Ensure that the Demographic Details are updated, true and correct, in all respects. Don’ts:

• Do not apply on duplicate CAF after you have submitted a CAF / plain paper application to a Designated Branch of the SCSB.

• Do not pay the amount payable on application in cash, money order or by postal order. • Do not send your physical CAFs / plain paper application to the Lead Manager to Issue / Registrar /

Collecting Banks (assuming that such Collecting Bank is not a SCSB) / to a branch of the SCSB which is not a Designated Branch of the SCSB / Company; instead submit the same to a Designated Branch of the SCSB only.

• Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground.

• Do not instruct their respective banks to release the funds blocked under the ASBA Process. Grounds for Technical Rejection for ASBA Process: In addition to the grounds listed under “Grounds for Technical Rejection” mentioned on page no. 214 of this Draft Letter of Offer, applications under ASBA Process may be rejected on following additional grounds:

• Application for entitlements or additional shares in physical form. • DP ID and Client ID mentioned in CAF / plain paper application not matching with the DP ID and

Client ID records available with the Registrar. • Sending CAF / plain paper application to the Lead Manager / Issuer / Registrar / Collecting Bank

(assuming that such Collecting Bank is not a SCSB) / to a branch of a SCSB which is not a Designated Branch of the SCSB / Company.

• Renouncee applying under the ASBA Process. • Insufficient funds are available with the SCSB for blocking the amount. • Funds in the bank account with the SCSB whose details are mentioned in the CAF / plain paper

application having been frozen pursuant to regulatory orders. • Account holder not signing the CAF / plain paper application or declaration mentioned therein. • Application on split form.

Depository account and bank details for Shareholders applying under the ASBA Process IT IS MANDATORY FOR ALL THE SHAREHOLDERS APPLYING UNDER THE ASBA PROCESS TO RECEIVE THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL SHAREHOLDERS APPLYING UNDER THE ASBA PROCESS SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND

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BENEFICIARY ACCOUNT NUMBER IN THE CAF / PLAIN PAPER APPLICATION. SHAREHOLDERS APPLYING UNDER THE ASBA PROCESS MUST ENSURE THAT THE NAME GIVEN IN THE CAF / PLAIN PAPER APPLICATION IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE CAF / PLAIN PAPER APPLICATION IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE CAF / PLAIN PAPER APPLICATION. Shareholders applying under the ASBA Process should note that on the basis of name of these Shareholders, Depository Participant’s name and identification number and beneficiary account number provided by them in the CAF / plain paper application, the Registrar to the Issue will obtain from the Depository demographic details of these Shareholders such as address, bank account details for printing on refund orders / advice and occupation (“Demographic Details”). Hence, Shareholders applying under the ASBA Process should carefully fill in their Depository Account details in the CAF / plain paper application. These Demographic Details would be used for all correspondence with such Shareholders including mailing of the letters intimating unblock of bank account of the respective Shareholder. The Demographic Details given by Shareholders in the CAF / plain paper application would not be used for any other purposes by the Registrar. Hence, Shareholders are advised to update their Demographic Details as provided to their Depository Participants. By signing the CAF / plain paper application, the Shareholders applying under the ASBA Process would be deemed to have authorized the Depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. Letters intimating allotment and unblocking or refund (if any) would be mailed at the address of the Shareholder applying under the ASBA Process as per the Demographic Details received from the Depositories. Refunds, if any, will be made directly to the bank account in the SCSB and which details are provided in the CAF and not the bank account linked to the DP ID. Shareholders applying under the ASBA Process may note that delivery of letters intimating unblocking of bank account may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In such an event, the address and other details given by the Shareholder in the CAF / plain paper application would be used only to ensure dispatch of letters intimating unblocking of bank account. Note that any such delay shall be at the sole risk of the Shareholders applying under the ASBA Process and none of the SCSBs, Company or the Lead Manager shall be liable to compensate the Shareholder applying under the ASBA Process for any losses caused to such Shareholder due to any such delay or liable to pay any interest for such delay. In case no corresponding record is available with the Depositories that matches three parameters, namely, names of the Shareholders (including the order of names of joint holders), the DP ID and the beneficiary account number, then such applications are liable to be rejected. Disposal of Investor Grievances All grievances relating to the ASBA may be addressed to the Registrar to the Issue, with a copy to the SCSB, giving full details such as name, address of the applicant, number of Equity Shares applied for, Amount blocked on application, account number of the ASBA Bank Account and the Designated Branch or the collection centre of the SCSB where the CAF / plain paper application was submitted by the ASBA Investors. Basis of Allotment The basis of allotment shall be finalized by the Board of the Company or Committee of Directors of the Company authorized in this behalf by the Board of the Company. The Board of the Company or the Committee of Directors as the case may be, will proceed to allot the equity Share in consultation with [•] in the following order of priority.

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(a) Full allotment to those Equity Shareholders who have applied for their rights entitlement either in full or in part and also to the renouncee(s) who has / have applied for Equity Shares renounced in their favor, in full or in part.

(b) For equity shares being offered on rights basis under this issue, if the shareholding of any of the equity shareholder is less than [•] equity shares or is not in multiple of [•], the fractional entitlement of such holders will be ignored. Shareholders whose fractional entitlements are ignored would be given preference for allotment of 1 additional equity share, if they apply for additional shares. Allotment under this head shall be considered if there are any unsubscribed equity shares after allotment under (a) above. If the number of equity shares required for allotment under this head are more than number of shares available after allotment under (a) above, the allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange.

(c) Equity Shareholders who having applied for all the Equity Shares offered to them and have also applied for additional Equity Shares, the allotment of such additional Equity Shares will be made as far as possible on an equitable basis having due regard to the number of Equity Shares held by them on the Record Date, provided there is an under-subscribed portion after making full allotment in (a) and (b)above. The allotment of such Equity Shares will be made on a fair and equitable basis in consultation with the Designated Stock Exchange.

(d) Allotment to the renouncees who having applied for the Equity Shares renounced in their favour have also applied for additional Equity Shares, provided there is an under-subscribed portion after making full allotment in (a), (b) and (c) above. The allotment of such additional Equity Shares will be made on a proportionate basis at the sole discretion of the Board of Directors/ Committee of Directors but in consultation with the Designated Stock Exchange, as a part of the Issue and not as preferential allotment.

(e) Allotment to any other person as the Board of Directors may in its absolute discretion deem fit provided there is surplus available after making full allotment under (a), (b) (c) and (d) above.

(f) The Company shall not retain any over-subscription. The Promoters of the Company has undertaken to subscribe to their entitlements of Equity Shares in full. However, the Company has entered into an underwriting agreement dated [●] (the “Underwriting Agreement”) with [●] (the “Underwriter”) for underwriting the Equity Shares offered through this Issue for a maximum amount up to Rs. [●] million. In terms of the Underwriting Agreement, the Underwriters shall, except to the extent of the subscription by the Promoters - TACO and Gestamp Servicios, S.L to their entitlements of Equity shares in full (“Promoter Subscription”) and any subscription received from the Company’s public shareholders other than Promoter Subscription, be responsible for bringing in a shortfall, if any, at a price of Rs. [●] per Equity Share. The Company expects to complete the Allotment of Equity Shares within a period of [●] days from the date of closure of the Issue in accordance with the listing agreement with the BSE and NSE. The Company shall retain no oversubscription. Underwriting The Company has entered into an underwriting agreement dated [●] (the “Underwriting Agreement”) with [●] (the “Underwriter”) for underwriting the Equity Shares offered through this Issue for a maximum amount up to Rs. [●] million as given in the table below. In terms of the Underwriting Agreement, the Underwriters shall, except to the extent of the subscription by the Promoters - TACO and Gestamp Servicios, S.L. to their entitlements of Equity shares in full (“Promoter Subscription”) and any subscription received from the Company’s public shareholders other than Promoter Subscription, be responsible for bringing in a shortfall, if any, at a price of Rs. [●] per Equity Share. Name and Address of the Underwriters

Indicative Number of Equity Shares Underwritten

Underwritten Amount (Rs. in Mn.)

[●] [●] [●] In the opinion of the Board of Directors, the resources of the Underwriters are sufficient to enable them to discharge its underwriting obligations in full.

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The Issue will become under-subscribed, if the number of shares applied for falls short of the number of shares offered, after considering the number of shares applied for as per the entitlement plus additional shares. If the Company does not receive minimum subscription of 90% of the Issue including devolvement of Underwriters, the entire subscription shall be refunded to the Applicants within fifteen days from the Issue Closing Date. If there is delay in the refund of subscription by more than 8 days after the Company becomes liable to pay the subscription amount (i.e., fifteen days after the Issue Closing Date), the Company will pay interest for the delayed period, at prescribed rates in sub-sections (2) and (2A) of Section 73 of the Act. Allotment / Refund Order The Company will issue and dispatch letters of Allotment/ share certificates/ demat credit advice and/or letters of regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within a period of 15 days from the date of closure of the Issue. If such money is not repaid within eight days from the day the Company becomes liable to pay it, the Company shall pay that money with interest as stipulated under section 73 of the Companies Act. Applicants residing at centers where clearing houses are managed by the Reserve Bank of India (RBI) will get refunds through ECS only (Electronic Clearing Service) except where Applicants are otherwise disclosed as applicable/eligible to get refunds through direct credit, NEFT and RTGS. In case of those shareholders who have opted to receive their Right Entitlement Shares in dematerialized form by using electronic credit under the depository system, an advice regarding the credit of the Equity Shares shall be given separately. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode of credit of refund within 15 working days of closure of Issue. In case of those applicants who have opted to receive their Rights Entitlement in physical form, the Company will issue the corresponding share certificates under section 113 of the Companies Act or other applicable provisions, of any. Any refund orders of an amount equivalent to or exceeding Rs. 1,500 will be dispatched by registered post / speed post to the sole / first applicant’s registered address. However, refund orders for value less than Rs. 1,500 shall be sent to the applicants by way of certificate of posting. Such cheques or pay orders will be payable at par at all the centres where the applications were originally accepted and will be marked ‘A/c payee’ and would be drawn in the name of the sole / first applicant. Adequate funds would be made available to the Registrar to the Issue for the dispatch of refund orders. The Company shall ensure at par facility is provided for encashment of refund orders / pay orders at the places where applications are accepted. Mode of payment of refund Applicants should note that on the basis of name of the applicants, Depository Participant’s name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Composite Application Form, the Registrar to the Issue will obtain from the Depositories, the applicant’s bank account details including nine digit MICR code. Hence, applicants are advised to immediately update their bank account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in credit of refunds to applicants at the applicant’s sole risk and neither the Lead Manager nor the Company shall have any responsibility and undertake any liability for the same. The payment of refund, if any, would be done through various modes in the following order of preference:

1. ECS - Payment of refund would be done through ECS for Investors having an account at any centre where such facility has been made available. This mode of payment of refunds would be subject to

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availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. The payment of refunds is mandatory for Investors having a bank account at the centers where ECS facility has been made available by the RBI (subject to availability of all information for crediting the refund through ECS), except where the Investor, being eligible, opts to receive refund through NEFT, direct credit or RTGS.

2. NEFT (National Electronic Fund Transfer) – Payment of refund shall be undertaken through NEFT

wherever the Investors’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Investors have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the Investors through this method. Our Company in consultation with the Lead Managers may decide to use NEFT as a mode of making refunds. The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject to operational\ feasibility, cost and process efficiency. In the event that NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed herein.

3. Direct Credit - Applicants having bank accounts with the Refund Banker(s), in this case being, [•] shall

be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank(s) for the same would be borne by the Company.

4. RTGS - Investors desirous of taking direct credit of refund through RTGS, will have to provide the

IFSC code in the CAF. In the event the same is not provided, refund shall be made through ECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by our Company. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant.

5. For all other applicants, including those who have not updated their bank particulars with the MICR

code, the refund orders will be dispatched under certificate of posting for value less than Rs. 1,500 and through Speed Post / Registered Post for refund orders of Rs. 1,500 and above. Such refunds will be made by cheques, pay orders or demand drafts drawn on the [•] and payable at par.

Printing of Bank Particulars on Refund Orders As a matter of precaution against possible fraudulent encashment of refund orders due to loss or misplacement, the particulars of the applicant’s bank account are mandatorily required to be given for printing on the refund orders. Bank account particulars will be printed on the refund orders/refund warrants, which can then be deposited only in the account specified. In case the share held in demat mode, such bank account particulars will be obtained from the Depository. The Company will in no way be responsible if any loss occurs through these instruments falling into improper hands either through forgery or fraud. Interest in case of delay on allotment / dispatch The Company will issue and dispatch allotment advice / share certificates / demat credit and/ or letters of rejection along with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within a period of 15 days from the Issue Closing Date. If such money is not repaid within eight 8 days from the day the Company becomes liable to pay it, the Company shall pay that money with interest as stipulated under Section 73 of the Companies Act. Disposal of application and application money No receipt will be issued for the application moneys received. However, the Bankers to the Issue / Registrar to the Issue receiving the CAF / application on plain paper will acknowledge its receipt. In the event of shares not being allotted in full, the excess amount paid on application will be refunded to the applicant within 15 days of

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the Issue Closing date. In case an application is rejected in full, the whole of the application money received will be refunded. Wherever an application is rejected in part, the balance of application money, if any, after adjusting any money due on Equity Shares allotted, will be refunded to the applicant within 15 days from the close of the Issue in accordance with section 73 of the Act. Impersonation As a matter of abundant caution, attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act, 1956 which is reproduced below: “Any person who

(c) makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or

(d) otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years.”

Undertakings by the Company

1. The complaints received in respect of the Rights Issue shall be attended to by the Company expeditiously and satisfactorily.

2. The all steps for completion of the necessary formalities for listing and commencement of trading at all

stock exchanges where the securities are to be listed shall be taken within 7 working days of finalization of basis of allotment.

3. The funds required for making refunds to unsuccessful applicants as per the modes disclosed in the

Letter of Offer/Letter of Offer shall be made available to the Registrar to the Issue. 4. Where refunds will be made through electronic transfer of fund, a suitable communication shall be sent

to the applicant within 15 working days of closure of the Issue giving details of the bank where refunds shall be credited along with the amount and expected date of electronic transfer of fund.

5. The certificates of the securities/ refund orders to the non-resident Indians shall be dispatched within the

specified time. 6. No further issue of securities shall be made till the securities issued/ offered through the captioned

Rights Issue are listed or till the application moneys are refunded on account of non-listing, under-subscription etc.

7. Adequate arrangement shall be made to collect all ASBA applications and to consider them similar to

Non-ASBA applications while finalizing the basis of allotment 8. The dispatch of Share Certificates / refund orders and demat credit shall be completed and the allotment

and listing documents will be submitted to the Stock Exchanges within two working days of finalization of Basis of Allotment.

9. The Company agrees that it shall pay interest @ 15% p.a. if the allotment is not made and / or the

refund orders are not dispatched to the investors within 15 days from the date of closure of the Issue for the period of delay beyond 15 days.

10. that the issuer shall apply in advance for the listing of equities shares to be allotted in this Issue.

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Utilization of Issue Proceeds The Board of Directors declares that: a) all monies received out of issue of shares to public shall be transferred to a separate bank account. b) details of all monies utilized out of the issue referred to in clause (a) shall be disclosed under an appropriate

separate head in the balance sheet of the Company indicating the purpose for which such moneys has been utilized.

c) details of all unutilized monies out of the issue of shares referred to in clause (a) shall be disclosed under an appropriate separate head in the annual report of the Company indicating the form in which such unutilized moneys have been invested.

The funds received against this Issue will be kept in a separate bank account. Our Company will utilize the issue proceeds only after the basis of allotment is finalized in consultation with the Designated Stock Exchange. Important

i. Please read this Draft Letter of Offer carefully before taking any action. The instructions contained in the accompanying Composite Application Form (CAF) are an integral part of the conditions of this Letter of Offer and must be carefully followed; otherwise the application is liable to be rejected.

ii. All enquiries in connection with this Draft Letter of Offer or accompanying CAF and requests for Split

Application Forms must be addressed (quoting the Registered Folio Number/ DP and Client ID number, the CAF number and the name of the first Equity Shareholder as mentioned on the CAF and superscribed ‘ASAL - Rights Issue’ on the envelope) to the Registrar to the Issue at the following address:

Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078 Tel: +91 22 2596 0320 Fax: +91 22 2596 0329 Email: asal.rights@linkintime.co.in Contact Person: Mr. Nilesh Chalke It is to be specifically noted that this Issue of Equity Shares is subject to the section entitled ‘Risk Factors’ on page no. x of this Draft Letter of Offer. The Issue will not be kept open for more than 15 days unless extended, in which case it will be kept open for a maximum of 30 days.

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MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION Capitalised terms used in this section have meaning that has been given to such terms in the Articles of Association of our Company. The main provisions of the Articles of Association of our Company are set forth below: SHARE CAPITAL

4. The Authorised Share Capital of the Company is as mentioned at Clause V of the Memorandum of Association of the Company.

Increase of capital

5. The Company may from time to time, by ordinary resolution increase its share capital by such sum, to be

divided into shares of such amount, as the resolution shall specify.

Further issue of capital

6 (1) Where at any time after the expiry of two years from the formation of the Company or at any time after the expiry of one year from the allotment of shares in the Company made for the first time after its formation, whichever is earlier the Board decides to increase the subscribed capital of the Company by allotment of further shares, then:- (i) subject to any directions to the contrary which may be given by the Company in General meeting and subject only to those directions, such further shares shall be offered to the persons who, at the date of the offer, are holders of the equity shares of the Company, in proportion as nearly as circumstances admit to the capital paid upon those shares at that date; (ii) the offer aforesaid shall be made by a notice specifying the number of shares offered and limiting a time not being less than fifteen days from the date of the offer within which the, if not accepted will be deemed to have been declined. (iii) unless the articles of the company otherwise provide, the offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person; and the notice referred to in clause (ii) shall contain a statement of this right; (iv) after the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given, if he declines to accept the shares offered the Board may dispose of them in such manner as it thinks most beneficial to the Company.

(2) Notwithstanding anything contained in clause (1) hereof the further shares therein referred to may be offered

to any persons [whether or not those persons include the persons referred to in clause (1)] in any manner whatever either:

(a) If a special resolution to that effect is passed by the Company in general meeting, or (b) Where no such special resolution is passed, if the votes cast (whether on show of hands or on poll, as

the case may be) in favour of the proposal contained in the resolution moved in that general meeting by members who, being entitled to do so, vote in person or, where proxies are allowed, by proxies exceed the votes, if any cast against the proposal by members so entitled and voting and the Central Government is satisfied, on an application made by the Board in this behalf that the proposal is most beneficial to the Company.

(3) Nothing in clause (1) and (2) of the Article shall apply to the increase of the subscribed capital caused by

exercise of option attached to debentures issued or loans raised by the Company or to subscribe for shares in the company in the cases permitted by sub-clause (b) of sub-section (3) of Section 81 of the Act.

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Buy Back of Shares

7. Subject to these articles and provisions of Sections 77A, 77AA, 77B and 217 (2B) of the Act and other

applicable provisions; if any; of the Act, the Company, may from time to time by special resolution, buy back its shares or other specified securities.

Consolidation and sub-division

8. The Company may, by ordinary resolution in general meeting; (a) consolidate and divide all or any of its capital into shares of larger amounts than its existing shares;

(b) sub-divide its shares or any of them, into shares of smaller amounts than originally fixed by the Memorandum, subject nevertheless to the provisions of the Act and these articles;

(c) cancel any share which, at the date of the passing of the resolution in that behalf, have not been taken or

agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

Reduction of capital

9. The Company may, by special resolution and on compliance with the provisions of Section 100 to 105 of the Act, reduce its share capital and any capital reserve fund or share premium account.

SHARES TO BE UNDER THE CONTROL OF THE BOARD

10. Subject to the provisions of these Articles and of the Act, the shares shall be under the control of the Directors, who may allot or otherwise dispose of the same to such persons, on such terms and conditions and at such time as they think fit and (subject to the provisions of Sections 78 and 79 of the Act), either at a premium or at par or at discount.

ACCEPTANCE OF SHARES 11. Any application signed by or on behalf of an applicant for shares in the Company, followed by allotment of

any shares therein, shall be an acceptance of shares within the meaning of these Articles; and every person who thus or otherwise accepts any shares and whose name is on the register shall, for the purposes of the Articles, be a member.

ISSUE OF REDEEMABLE PREFERENCE SHARES

12. (1) Subject to Section 80 and 80 A of the Companies Act, 1956, a company limited by shares may, issue preference shares which are, or at the option of the company are liable, to be redeemed.

(2) The Company may in a general meeting obtain consent of the Preference shareholders to modify the terms and condition of such issue.

VARIATION OF SHAREHOLDERS RIGHTS

13. 1) Where the share capital of a company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class-

(a) if provision with respect to such variation is contained in the memorandum or articles of the

company, or

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(b) in the absence of any such provision in the memorandum or articles, if such variation is not

prohibited by the terms of issue of the shares of that class.

COMMISSIONS FOR PLACING SHARES AND BROKERAGE

14.(1) The Company may exercise the powers of paying commissions conferred by Section 76 of the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed n the manner required by the Section.

(2) The commission may be satisfied by payment in cash or by allotment of fully or partly paid shares or

partly in one way and partly in the other.

(3) The Company may also, on any issue of shares, pay such brokerage as may be lawful. TITLE TO SHARES 15. If any share stands in the names of two or more persons, the person first named in the register of members shall, as regards receipt of dividends, the service of notices and subject to the provisions of these Articles, all or any other matter connected with the Company except the issue of share certificates, voting at meeting and the transfer of the share, be deemed the sole holder thereof. SHARE CERTIFICATE(S) Members right to certificates 16. (1 ) Every person whose name is entered as a member in the register of members shall be entitled to receive

within three months after allotment of any security or within two months after the application for registration of transfer of any security (or within such other period as the conditions of issue shall provide).

Certificate of shares under common seal

(2) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid up thereon.

Renewal and issue of duplicate share certificate

(3) A certificate may be renewed or a duplicate of a certificate may be issued if such certificate-

(a) is proved to have been lost or destroyed

(b) having been defaced or mutilated or torn is surrendered to the Company. Certificate to be delivered to first named holder

(4) In respect of any share or shares held jointly by several persons, the Company shall not be bound to issue

more than one certificate, and delivery of a certificate for a share to one of several Joint holders shall be sufficient delivery to all such holders.

Fees on certificates

(5) The Company agrees, that it will not charge any fees exceeding those which may be agreed upon with

the Stock Exchange, except where such sub-division is required to be made to comply with statutory provisions or an order of a competent court of law.

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Shares held by a Depository (6) Section 83 regarding numbering of shares, shall not apply to the shares held by a depository.

FRACTIONAL SHARES Conversion of fractional certificates into Share certificates

17. (a) The Company may issue such fractional certificates as the Board may approve in respect of any of the shares of the Company on such terms as the Board thinks fit, as to the period within which the fractional certificates are to be converted into share certificates.

Preferential allotment of one share against fractional share

(b) Shareholders entitled to fractional shares would be given preferential allotment of ONE additional

equity share each if they apply for additional equity share. Cash equivalent for fractional share

c) In case certificates including fractional shares are issued, the stockholder would receive one share and

the cash equivalent for the fractional share.

DEMATERIALISATION OF SECURITIES 18. Option to dematerialize securities (1) Notwithstanding anything contained in these Articles, the Company shall in accordance with the

provisions of the Depositories Act, 1996, SEBI Act, 1992 and other applicable provisions under other statues if any, be entitled to dematerialize its securities and to offer the same for subscription in a dematerialized form and on the same being done, the Company shall maintain a register of members/debenture holders holding shares/debentures both in materialand /or dematerialized form, in any media as permitted by law including any form of electronic media either in respect of existing shares or any future issue.

Option to shareholders

(2) Every person subscribing the securities offered by the Company shall have the option to receive security certificates or to hold the securities with a depository. Such a person who is a beneficial owner of the securities can at any time opt out of the depository, in respect of any security in the manner provided by the Depositories Act and the Company shall, in the manner and within the time prescribed, issue to the beneficial owner the required certificates of securities.

Rights of depositories and beneficial owners (3) Rights of Depositories and beneficial owners shall be as stated in the Companies Act, 1956, Depositories

Act, 1996, and as mentioned in the SEBI Act, 1992. LIEN

19. (1) The Company shall have a first and paramount lien;

(a) on every share (not being fully-paid share) for all monies (whether presently payable or not) called or payable at a fixed time or otherwise in respect of the shares, and

(b) on all shares (not being fully-paid share) standing registered in the name of one person or more, for

all monies payable presently or otherwise, payable by anyone or more of holders thereof or his or

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their estate.

The Company’s lien, if any, on a share shall extend to all dividend payable thereon. POWER OF SALE IN EXERCISE OF LIEN Enforcement of lien on shares

20. (1) The Company may sell, in such manner as the Board thinks fit, any share on which the Company has a lien provided that no sale shall be made:-

(a) unless a sum in respect of which the lien exists is presently payable; or (b) until the expiration of thirty days after a notice in writing demanding payment of such part of the

amount, in respect of which the lien exists as is presently payable, have been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency and stating that amount so demanded if not paid within the period specified at the Registered Office of the Company, the said shares shall be sold.

. Validity of sale under Article 21

(2) To give effect to any such sale, the Board may:

(i) authorize some person to transfer the shares sold to the purchaser thereof. (ii) The purchaser shall be registered as the shareholder of the shares comprised in any such

transfer. (iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his

title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale.

Application for proceeds of sale

(3) The proceeds of the sale shall be:

(a) received by the Company and applied in payment of the whole or a part of the amount in respect of which the lien exists as is presently payable.

(b) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the

shares at the date of sale, be paid to the person entitled to the shares at the date of the sale. CALLS ON SHARES

Notice of calls

21. (1) The Board may, from time to time:

(i) make calls upon the members in respect of money unpaid on their shares (whether on account of the nominal value of the shares or by way of premium)and not by the conditions of allotment thereof made payable at fixed times.

(ii) Each member shall, subject to receiving at least thirty days notice specifying the time or times and

place of payment of the call money pay to the Company at the time or times and place so specified, the amount called on his shares.

(iii) A call may be revoked or postponed at the discretion of the Board.

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Calls to date from resolution

(2) A call shall be deemed to have been made at the time when the resolution of the Board authorizing the

call was passed. Liability of joint holders (3) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

When interest on call or installment payable (4) (1) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof,

the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at such rate of interest as the Board may determine. Call money may be required to be paid by installments

(2) The Board shall be at liberty to waive payment of any such interest wholly or in part.

Amount payable of fixed times payable as calls

(5) (1) Any sum which by the terms of issue of a share become payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.

(2) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of

interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

Calls in advance

(6) Subject to the provisions of Section 92 and 292 of the Act, the Board:-

(a) may, if it thinks fit, receive from any member willing to advance all or any part of the money

uncalled and unpaid upon any shares held by him: and

(b) If it thinks fit, may pay interest upon all or any of the moneys advanced on uncalled and unpaid shares (until the same would but for such advance become presently payable) at such rate not exceeding, unless the Company in general meeting shall otherwise direct, 9% (nine percent) per annum or as may be prescribed by the Act, and as may be agreed upon between the Board and the members paying the sums or advances, money so paid in advance shall not confer a right to dividend or to participate in profits.

Proof on trial of suit for money due on shares (7) On the trial or hearing of any suit or proceedings brought by the Company against any member or his

representatives to recover any debt or money claimed to be due to the Company in respect of his share, it shall be sufficient to prove that the name of the defendant is or was, when the claim arose, on the Register of members of the Company as a holder or one of the holders of the number of shares in respect of which such claim is made and that the amount claimed is not entered as paid in the books of the Company and it shall not be necessary to prove the appointment of the Directors who resolved to make any call, nor that a quorum of Directors was present at the Board Meeting at which any call was resolved to be made, nor that the meeting at which any call was resolved to be made was duly convened or constituted nor any other matter, but the proof of the matters afore said shall be conclusive evidence of the debt.

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Part payment or any indulgence not to preclude forfeiture

(8) Neither the receipt by the Company of a portion of any money which shall, from time to time, be due

from any member to the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such money, shall, preclude the Company from hereafter proceeding to enforce a forfeiture of such shares as hereinafter provided.

TRANSFER OF SHARES Register of Transfer 22 (1) The Company shall keep a’ Register of Transfers’, and therein shall fairly and distinctly enter particulars

of every transfer or transmission of any share. . Form of Transfer

(2) The instrument of transfer of any share shall be in writing and in the form prescribed by the Act and

shall be duly stamped and delivered to the Company within the prescribed period.

To be executed by transferor and transferee (3) Every such instrument of transfer shall be executed both by the transferor and the transferee and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.

Notice of transfer (4) The instrument of transfer shall be in writing and all the provisions of Section 108 of the Companies Act,

1956 and of any modification thereof for the time being shall be complied with in respect of all transfers of shares and registration thereof.

(5) Unless the Directors decide otherwise, when an instrument of transfer is tendered by the transferee,

before registering any such transfer, the Directors shall give notice by letter sent by registered post acknowledgment due to the registered holder that such transfer has been lodged and that unless objection is taken the transfer will be registered. If such registered holder fails to lodge an objection in writing at the office within twenty one days from the posting of such notice to him, he shall be deemed to have admitted the validity of the said transfer. Where no notice is received by the registered holder, the Directors shall be deemed to have decided not to give notice and in any event the non-receipt by the registered holder of any notice shall not entitle him to make any claim of any kind against the Company or the Directors in respect of such non-receipt.

Directors may refuse to register transfers (6) Subject to the provisions of Section 111 of the Act and Section 22A of the Securities Contracts

(Regulations) Act, 1956, the Board may on behalf of the Company and its own absolute and uncontrolled discretion and without assigning any reason refuse to register or acknowledge any transfer of shares or the transmission by operation of law of the rights to any shares or interest of a member of the Company, but in such case the Company shall, within one month from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to the Company, send notice of such refusal to the transferee and the transferor or to the person giving intimation of such transmission as the case may be, giving reasons for such refusal provided however that the registration of a share shall not be refused on the ground of the transferor being either alone or jointly with any other person or person indebted to the Company on any account whatsoever, except where the Company has a lien on the shares.

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Transfer to be presented with evidence of title (7) The Board may also decline to recognize any instrument of transfer unless -

(a) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such

other evidence as the Board may reasonably require to show the right of the transferor to make transfer; and

(b) the instrument is in respect of only one class of shares.

Destruction of expired share transfer forms

(8) All instruments of transfer which shall be registered shall be in common form as may be prescribed by

the Government or Stock Exchanges from time to time and shall be retained by the Company, but may be destroyed upon the expiration of such period as the Board may from time to time determine. Any instrument of transfer which the Board declines to register shall (except in any case of fraud) be returned to the person depositing the same.

Closure of transfer books (9) (a) the registration of transfers may be suspended at such times and for such periods as the Board may,

from time to time, determine, provided that such registration shall not be suspended for more than forty-five days in the aggregate in any year or for more than thirty days at any one time.

Waiver of fees There shall be no charge for:

(i) registration of shares or debentures; (ii) sub-division and/or consolidation of shares and debenture certificates and sub-division of

Letter of Allotment and split consolidation, renewal and pucca transfer receipts into denominations corresponding to the market unit of trading;

(iii) sub-division of renounceable Letters of Rights;

(iv) Issue of new certificates in replacement of those which are decrepit or worn out or where the

cages on the reverse for recording transfers have been fully utilized;

(v) registration of any Powers of Attorney, Letter of Administration and similar other documents. TRANSMISSION OF SHARES 23. (1) On the death of a member, the survivor or survivors where the member was a Joint holder and his legal

representative where he was a sole holder shall be the only person recognized by the Company as having any title to his interest in the shares.

(2) Nothing in clause (1) shall release the estate of a deceased Joint holder from any liability in respect of

any share which had been jointly held by him with other persons. . (3) Any person becoming entitled to a share in consequence of the death or insolvency of a member may,

upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided elect, either -

(a) to be registered himself as holder of the share; or

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(b) to make such transfer of the shares as the deceased or insolvent member could have made. (4) The Board shall, in either case, have the same right to decline or suspend registration as it would have

had, if the deceased or insolvent member had himself transferred the share before his death or insolvency.

(5) If the person so becoming entitled, shall elect to be registered as holder of the share himself, he shall

deliver or send to the Company a notice in writing signed by him stating that he so elects. (6) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer

of the share. (7) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the

registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice of transfer were a transfer signed by that member.

(8) On the transfer of the share being registered in his name a person becoming entitled to a share by reason

of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he was the registered holder of the share and that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company;

(9) Provided that the Board may, at any time, give notice requiring any such person to elect either to be

registered himself or to transfer the share and if the notice is not complied with within 90 (ninety) days, the Board may thereafter withhold payment of all dividends, bonus or other moneys payable in respect of the share, until the requirements of the notice have been complied with.

(10)The Company shall incur liability whatever in consequence of its registering or giving effect, to any

transfer of share made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the register of members) to the prejudice of persons having or claiming any equitable right, title or interest to or in the said shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer and may have entered such notice or referred thereto, in any book of the Company, and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability for refusing or neglecting so to do, though it may have been entered or referred to in some book of the Company but the Company though not bound so to do, shall be at liberty to regard and attend to any such notice and give effect thereto if the Board shall so think fit.

FORFEITURE OF SHARES

24. (1) If a member fails to pay any call or installment of a call, on the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid together with any interest which may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

(2) The notice aforesaid shall:-

(a) name a further day (not earlier than the expiry of 30 (thirty) days from the date of service of notice) on or before which the payment required by the notice is to be made; and

(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made, will be liable to be forfeited.

(3) If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the

notice has been given may, at any time, thereafter, before the payment required by the notice has been made,

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be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the date of forfeiture, which shall be the date on which the resolution of the Board is passed forfeiting the shares.

(4) (1) A forfeited share may be sold or otherwise disposed off on such terms and in such manner as the Board

thinks fit. (2) At any time before a sale or disposal, as aforesaid, the Board may annul the forfeiture on such terms as it

thinks fit. (5) (1) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares,

but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which, at date of forfeiture, were presently payable by him to the Company in respect of the shares together with interest thereon from the time of forfeiture until payment at the rate of 9% (nine) percent per annum or as may be prescribed by the Act, from time to time.

(2) The liability of such person shall cease if and when the Company shall have received payments in full of

all such money in respect of the shares. (6) (1) A duly verified declaration in writing that the declarer is a director or the secretary of the Company and

that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts stated therein stated as against all persons claiming to be entitled to the share.

(2) The Company may receive the consideration, if any, given for the share on any sale or disposal thereof

and may execute a transfer of the share in favour of the person to whom the share is sold or disposed off.

(3) The transferee shall thereupon be registered as the holder of the share.

(4) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

(7) The provisions of these regulations as to forfeiture shall apply, in the case of non-payment of any sum which,

by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

(8) The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demands

against the Company in respect of the share, and all other rights incidental thereto except only such of those rights as by these Articles are expressly saved.

(9) Upon any sale, after forfeiture or for enforcing a lien in purported exercise of powers hereinabove given, the

Board may appoint some person to execute an instrument of transfer of the shares sold and cause the purchaser’s name to be entered in this Register in respect of the shares sold and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money and after his name has been entered in the Register in respect of such shares, the validity, of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

(10) Upon any sale, re-allotment or other disposal under the provisions of these Articles relating to lien or to

forfeiture, the certificate or certificates originally issued in respect of the relative shares shall (unless the same shall on demand by the Company have been previously surrendered to it by the defaulting member) stand cancelled and become null and void and of no effect. When any shares, under the powers in that behalf herein contained are sold by the Board and the certificate in respect thereof has not been delivered up to the Company by the former holder of such shares, the Board may issue a new certificate for such shares distinguishing it in such manner as it may think fit, from the certificate not so delivered.

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(11) The directors may, subject to the provisions of the Act, accept from any member on such terms and

conditions as shall be agreed, a surrender of his shares or stock or any part thereof. CONVERSION OF SHARES INTO STOCK 25. The Company may, by an ordinary resolution:-

(a) convert any paid-up shares into stock; and

(b) reconvert any stock into paid-up shares of any denomination authorized by these regulations. (c) The holders of stock may transfer the same or any part thereof in the same manner as, and subject to

the same regulations under which, the shares from which the stock arose might before the conversion have been transferred or as near thereto as circumstances admit :

Provided the Board may, from time to time, fix the minimum amount of Stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose.

(d) The holders of stock shall, according to the amount of stock held by them, have the same rights,

privileges and advantages as regard dividends voting and meeting of the Company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage.

(e) Such of the regulations of the Company (other than those relating to share warrants), as are

applicable to paid-up shares shall apply to stock and the words ‘share’ and ‘shareholders’ in those regulations shall include ‘stock’ and ‘stockholders’ respectively.

BORROWING POWERS 60. Subject to the provisions of sections 58A, 292 and 293 of the Act, the Directors may exercise all the powers

of the Company to borrow money and to mortgage or charge its undertaking, property (both present and future) and uncalled capital, or any part thereof and to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

61. The payment or repayment of moneys borrowed as aforesaid may be secured in such manner and upon such

terms and conditions in all respects as the Board may think fit and in particular by a resolution passed at a meeting of the Board (and not by circulation) by the issue of debenture or debenture stock of the Company, charged upon all or any of the property of the Company (both present and future), including its uncalled capital for the time being.

62. Any debentures, debenture-stock or other securities may be issued at a discount, premium or other wise, may

be made assignable free from any equities between the Company and person to whom the same may be issued and may be issued on the condition that they shall be convertible into shares of any authorized denomination, and with privileges and conditions as to redemption, surrender, drawings, allotment of shares, attending (but not voting) at general meetings, appointment of Directors and other wise, provided that debentures with the right to allotment of or conversion into shares shall not be issued except with the sanction of the Company in General meeting.

63. All cheques, promissory notes, drafts, bundles, bills of exchange and other negotiable instruments and all

receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person and in such manner as the Board may, from time to time, by resolution determine.

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DIVIDENDS AND RESERVES 66. How profits shall be divisible

(1) Subject to the rights of the members, entitled to shares (if any) with preferential or special rights attached thereto the profits of the Company which it shall from time to time be determined as to divide in respect of any year or other period shall be applied in payment of a dividend on the equity shares of Company but so that partly paid up share shall only entitle the holder with respect thereto to such proportion of the distribution upon a fully paid-up share as the amount paid thereon bears to the nominal amount of such share.

(2) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this

regulation as having been paid on the share. (3) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the

shares during any portion or portions of the period in respect of which the dividend is paid. Declaration of dividends

(4) The Company in General meeting may declare a dividend to be paid to the members according to their rights and interest in the profits and may fix the time for payment.

(5) No higher dividend shall be declared in General Meeting than is recommended by the Directors in Board Meeting but the Company may declare a lower dividend.

(6) No dividend shall be declared or paid otherwise than out of profits of the financial year arrived at after

providing for depreciation in accordance with the provisions of section 205 of the Act or out of the profits of the Company for any previous financial year or years arrived at after providing for depreciation in accordance with these provisions and remaining undistributed or out of both, provided that:

(a) if the Company has not provided for depreciation for any previous financial year or years, it shall,

before declaring or paying a dividend for any financial year, provide for such depreciation out of the profits of the financial year or out of the profits of any other previous financial year or years;

(b) if the Company has incurred any loss in any previous financial year or years the amount of the loss

or an amount which is equal to the amount provided for depreciation for that year or those years whichever is less shall be set off against the profits of the Company for the year for which the dividend is proposed to be declared or paid or against the profits of the Company for any previous financial year or years arrived at in both cases after providing for depreciation in accordance with the provisions of sub-section (2) of section 205 of the act or against both.

Ascertainment of amount available for dividend

(7) The Board may, before recommending any dividend, set aside out of the profits of the Company, such

sums, as it may think proper, as reserve or reserves which shall at the discretion of the Board, be applicable for any of the purposes to which the profits of the Company may be properly applied including provision for meeting contingencies or for equalising dividends, and pending such applications, may at the like discretion either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may, from time to time, think fit.

(8) The Board may also carry forward any profits which it may think prudent not to distribute as dividend,

without setting them aside as a reserve. What to be deemed dividends

(9) The declaration of the directors as to the amount of the profits of the Company shall be conclusive.

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Interim Dividends

(10) The Board may, from time to time, pay to the members such interim dividends as in their judgement the

position of the Company justifies.

Debts may be recovered (11) The Directors may retain dividends on which the Company has a lien and may apply the same in or towards

satisfaction of the debts, liabilities or engagements in respect of which the lien exists. Transfer must be registered

(12) A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the

transfer. Dividends in abeyance 13 (i) Where any instrument of transfer of shares has been delivered to the Company for registration and the

transfer of such shares has not been registered by the Company, it shall:

(ii) transfer the dividend in relation to such share to the special account referred to in Section 205A of the Companies Act, 1956 unless the Company is authorized by the registered holder of such shares in writing to pay such dividend to the transferee specified in such instrument of transfer, and

(iii) keep in abeyance in relation to such shares any offer of rights shares under clause (a) of Sub-section (1)

of Section 81 and any issue of fully paid up bonus shares in pursuance of Sub-section (3) of Section 205 of the Companies Act, 1956.

Dividends how to be remitted

14. (1) Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or

warrant sent through the post direct to the registered address of the holder or, in case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the first named holder or Joint holders may in writing direct.

(2) Every such cheque or warrant shall be made payable to the order of the person, to whom it is sent.

(3) No unclaimed dividend or unpaid dividends shall be forfeited and the same shall be dealt with in

accordance with the provisions of Section 205A, 205B and 206A or other provision if any of the Companies Act, 1956, as may be applicable from time to time.

15. Any one of two or more joint holders of a share may give effectual receipts for any dividends, bonus or

other moneys payable in respect of such share.

No member shall receive dividend whilst indebted to the Company and have right to reimbursement thereof.

16. No member shall be entitled to receive payment of any interest or dividend in respect of his share or shares,

whilst any money may be due or owing from him to the Company in respect of such share or shares or otherwise however either alone or jointly with any other person or persons and the Board may deduct from the interest or dividend payable to any member all sums of money so due from him to the Company.

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SECTION VIII: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The contracts mentioned below (not being contracts entered into in the ordinary course of business carried on by our Company) are or may be deemed to be material contracts. These contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of our Company situated at G-71/2, MIDC Industrial Area, Pune 411 026 from 11.00 a.m. to 2.00 p.m. on any working day from the date of the Draft Letter of Offer until the Issue Closing Date. A. Material Contracts

1. Memorandum of Understanding dated April 13, 2010, between our Company and PL Capital Markets Private Limited.

2. Memorandum of Understanding dated January 28, 2010, between our Company and Link Intime India Private Limited, appointing them as Registrar to the Issue.

3. Underwriters Agreement dated [●], between our Company and [●]. 4. Tripartite Agreement dated April 18, 2007 between our Company, Intime Spectrum Registry Limited

(now known as Link Intime India Private Limited) and NSDL. 5. Tripartite Agreement dated March 20, 2007 between our Company, Intime Spectrum Registry Limited

(now known as Link Intime India Private Limited) and CDSL. B. Material Documents

1. Memorandum and Articles of Association of our Company, as amended till date. 2. Share Purchase Agreement dated February 13, 2007, entered into between TACO and Gestamp

Servicios, S.L. 3. Contract of Employment of CEO Mr. Vijay Bijlani dated January 27, 2009. 4. Copy of the Resolution u/s 81(1) of the Companies Act, 1956 passed by the Board of Directors in their

meeting held on October 23, 2009. 5. Consents from the Auditors, Lead Manager to the Issue, Registrar to the Issue, Legal Advisor to the

Issue, Bankers to the Issue, Bankers to our Company, Directors, Compliance Officer to include their names in the Draft Letter of Offer and to act in their respective capacities.

6. Audit report by the statutory auditors of our Company dated January 22, 2010, included in the Draft Letter of Offer.

7. Certificate dated January 22, 2010 from the statutory auditors of our Company detailing the tax benefits.

8. Annual Reports of our Company for the last five financial years. 9. Certified true copy of the minutes of the Annual General Meeting held on July 15, 2002, whereby the

shareholders of our Company had approved the proposal for issue of 12,000,000 12% Cumulative Redeemable Preference Shares on preferential allotment basis to TACO.

10. TACO’s letter dated January 12, 2010 consenting to extend the due date of redemption of 9,000,000 12% Cumulative Redeemable Preference Shares upto June 30, 2010.

11. Applications dated [●] for in-principle listing approval addressed to all Stock Exchange(s). 12. Copy of the in-principle listing approval from Bombay Stock Exchange Limited and National Stock

Exchange of India Limited for listing of Equity Shares arising from this Issue vide their letters dated [●] and [●] respectively.

13. SEBI Observation letter no. [●] dated [●] for the Issue. 14. Due Diligence certificate dated April 14, 2010 to SEBI issued by PL Capital Markets Private Limited

as Lead Manager to the Issue. 15. Copy of the in-seriatim reply to SEBI observations filed by PL Capital Markets Private Limited as

Lead Manager to the Issue, with SEBI vide letter [●].

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DECLARATION

No statement made in this Draft Letter of Offer contravenes any of the provisions of the Companies Act, 1956 and the rules made thereunder. All the legal requirements connected with the Issue as also the regulations, guidelines, instructions etc. issued by SEBI, Government and any other Competent Authority in this behalf, have been duly complied with. We further certify that all the statements in this Draft Letter of Offer are true and correct.

Place: Pune Date: April 14, 2010