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INFORMATION MEMORANDUM

HEXA TRADEX LIMITED

Our Company was incorporated on October 25, 2010 under the Companies Act, 1956 with

the Registrar of Companies, Uttar Pradesh and Uttarakhand.

Registered Office: A-1, UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Mathura – 281403, Uttar Pradesh, India.

Tel: +91-5662-232001-3, Fax: +91-5662-232577;

Corporate Office: Jindal Centre, 12, Bhikaiji Cama Place, New Delhi-110066 Tel: +91-11-41462070, 26188360-74,

Fax: +91-11-26170691

Website: www.hexatradex.com Contact Person: Mr Pravesh Srivastava

E-mail: pravesh.srivastava@hexatradex.com INFORMATION MEMORANDUM FOR LISTING OF 5,52,44704 EQUITY SHARES OF RS. 2/- EACH NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM

GENERAL RISKS Investments in equity and equity related security involves a degree of risk and investors should not invest in the equity shares of Hexa Tradex Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in the shares of Hexa Tradex Limited. For taking an investment decision, investors must rely on their own examination of the Company including the risk involved.

THE COMPANY’S ABSOLUTE RESPONSIBILITY Hexa Tradex Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to Hexa Tradex Limited, which is material in the context of the issue of shares pursuant to the scheme, that the information contained in this Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING The Equity Shares of Hexa Tradex Limited are proposed to be listed on the National Stock Exchange of India Limited (NSE), the designated stock exchange and BSE Limited (BSE).

REGISTRAR AND TRANSFER AGENT RCMC Share Registry Pvt. Ltd.

Address: B-106, Sector - 2, Noida, Uttar Pradesh 201 301, India Phone No: +91-120-4015884, Fax: +91-120-2444346, Contact person: Mr. Ravinder Dua

E-mail : rdua@rcmcdelhi.com, Website: www.rcmcdelhi.com

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TABLE OF CONTENTS

TITLE PAGE NO. SECTION – 1 GENERAL Definitions and Abbreviations 3 Certain conventions, use of market data 3 Forward looking statements 5 SECTION – 2 RISK FACTORS Internal risk 7 External risk 11 SECTION – 3 SUMMARY General information 13 Industry Overview 16 Our Business 19 History of our Company 21 Our Promoter 23 Management 27 Capital structure 31 Objects and rationale of the scheme 35 Salient features of the scheme 36 Statement of tax benefits 38 Currency of presentation 44 Dividend policy 45 SECTION – 4 FINANCIAL INFORMATION Financial Information 46 Financial and other information of companies under the same management

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Management discussion and analysis 87 SECTION – 5 LEGAL AND OTHER INFORMATION Outstanding litigation and material developments 90 Government approvals 94 SECTION – 6 REGULATORY AND STATUTORY DISCLOSURES Regulatory and statutory disclosures 95 Main provisions of the Articles of association of the Company 99 SECTION – 7 OTHER INFORMATION Documents For Inspection 111 DECLARATION 112

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SECTION – 1 GENERAL

DEFINITIONS AND ABBREVIATIONS Unless the context otherwise indicates or implies, the following terms have the following meanings in this Information Memorandum and references to any statute or regulations or policies shall include amendments thereto, from time to time:

Term Description “HTL” or “Hexa Tradex” or “Hexa” or “the Company” or “Transferee Company” or “our Company” or “we” or “us” or “our”

Hexa Tradex Limited, a public limited company incorporated under the provisions of the Companies Act, 1956, having its registered office at A-1, UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Mathura – 281403, Uttar Pradesh.

“Jindal Saw” or “JSL” or “Transferor Company”

Jindal Saw Limited, is a company within the meaning of the Companies Act, 1956, having its registered office at A1, UPSIDC Industrial Area, Nandgoan Road, Kosi Kalan, Mathura – 281403, Uttar Pradesh.

General Terms

Term Description Act / Companies Act The Companies Act, 1956 and amendments thereto AGM Annual General Meeting Articles/Articles of Association/AOA

Articles of Association of HTL

AS Accounting Standards, as issued by the Institute of Chartered Accountants of India

Auditor The Statutory Auditors of HTL Board / Board of Directors Board of Directors of HTL BSE BSE Limited Capital or Share Capital Share Capital of HTL CDSL Central Depository Services (India) Limited Demerged Undertaking Investment Undertaking of Jindal Saw Limited Designated Stock Exchange(‘DSE’)

The designated stock exchange for the Issue shall be the NSE

Depositories Act The Depositories Act, 1996 and amendments thereto DP Depository Participant EGM Extraordinary General Meeting Eligible Shareholder(s) Shall mean eligible holder(s) of Equity Shares of Jindal Saw

Limited as on the Record Date. Equity Share(s) or Share(s) Equity Share of HTL having a face value of Rs.2/- unless

otherwise specified in the context thereof. FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 FERA Foreign Exchange Regulation Act, 1973 FI Financial Institutions FII(s) Foreign Institutional Investors registered with SEBI under

applicable laws Financial Year/Fiscal/FY Period of twelve months ended March 31 of that particular year,

unless otherwise stated. GOI Government of India HUF Hindu Undivided Family IFRS International Financial Reporting Standards Industrial Policy The industrial policy and guidelines issued thereunder by the

Ministry of Industry, Government of India, from time to time Indian GAAP Generally accepted accounting principles in India

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IT Act The Income Tax Act, 1961 and amendments thereto Memorandum/Memorandum of Association/MOA

Memorandum of Association of HTL

Mn Million NBFC Non Banking Finance Company NR Non Resident NRI(s) Non Resident Indian(s) NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited OCB Overseas Corporate Body Promoter(s) Jindal Saw Limited Promoter Group Companies As defined under ‘Financial and other information of companies

under the same management’ Section beginning on page no. 69 of this Information Memorandum

RBI The Reserve Bank of India Record Date November 23, 2011 ROC Registrar of Companies Scheme or Scheme of Arrangement or Scheme of Arrangement of Demerger or Demerger Scheme or Scheme of Demerger

Scheme of Arrangement and Demerger under Sections 391 to 394 of the Companies Act, 1956 amongst Jindal Saw Limited and Hexa Tradex Limited and their respective shareholders and creditors, sanctioned by the High Court of Judicature at Allahabad on September 19, 2011 effective from January 1, 2011.

SEBI Securities and Exchange Board of India SEBI Act, 1992 Securities and Exchange Board of India Act, 1992 and

amendments thereto SEBI (ICDR) Regulations SEBI (Issue of Capital and Disclosure Requirements) Regulations,

2009 and amendments thereto. SIA Secretariat of Industrial Assistance SICA Sick Industrial Companies (Special Provisions) Act, 1985 Stock Exchange(s) Shall refer to the NSE and BSE where the Equity Shares of HTL

are proposed to be listed Takeover Code The SEBI (Substantial Acquisition of Shares and Takeover)

Regulations, 1997 and amendments thereto Wealth Tax Act The Wealth Tax Act, 1957 and amendments thereto

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CERTAIN CONVENTIONS, USE OF MARKET DATA Unless stated otherwise, the financial data in this Information Memorandum is derived from our financial statements prepared in accordance with Indian GAAP. Our first financial year commenced on October 25, 2010 and will end on March 31, 2012. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All references to “India” contained in this Information Memorandum are to the Republic of India. All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. For additional definitions, please see the section titled “Definitions, Abbreviations and Industry Related Terms” of this Information Memorandum. Unless stated otherwise, industry data used throughout this Information Memorandum has been obtained from the published data. Such published data generally states that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe that industry data used in this Information Memorandum is reliable, it has not been independently verified. The information included in this Information Memorandum about various other companies is based on their respective Annual Reports and information made available by the respective companies.

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FORWARD LOOKING STATEMENTS We have included statements in this Information Memorandum, that contain words or phrases such as “will”, “aim”, “will likely 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 that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results and property valuations to differ materially from those contemplated by the relevant statement. Important factors that could cause actual results to differ materially from our expectations include, among others: • General economic and business conditions in India and other countries; • Our ability to successfully implement our strategy, our growth and expansion plans and

technological changes; • Changes in the value of the Rupee and other currency changes; • Changes in Indian or international interest rates; • Changes in laws and regulations in India; • Changes in political conditions in India; and • Changes in the foreign exchange control regulations in India. For further discussion of factors that could cause our actual results to differ, see the section titled “Risk Factors” beginning on page 7 of this Information Memorandum. By their nature, certain 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. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under “Management’s Discussion and Analysis” “Industry Overview” and “Our Business”. We do not have any obligation to, and do not intend 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.

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SECTION – 2 RISK FACTORS An investment in equity shares involves a high degree of risk. You should carefully consider all of the information in this Information Memorandum, including the risks and uncertainties described below. If any of the following risks actually occur, our business, financial condition and results of operations could suffer, the trading price of our Equity Shares could decline, and you may lose all or part of your investment.

INTERNAL RISK FACTORS

1. Our profitability is dependent on the actual sales and the realizations from time to

time Our company would be acting as dealer, wholesale trader, import and export agents, representatives, contractors, buying and selling agents, brokers, importers, buyers, sellers, exporters and to buy, sell, or otherwise trade and deal in goods, produce, articles and merchandise of all types, on a wholesale cash and carry basis. In the business of wholesale trading, the assumption of quantity and the prices of commodities can be highly uncertain and cannot be predicted with accuracy right in the beginning. Therefore the profitability is dependent on the actual sales and the realizations from time to time.

2. The Company’s success will depend largely upon its senior management and key personnel and the Company’s ability to attract and retain them. Currently, we depend on senior executives and other key management members for our business strategy. If any of these individuals resign or discontinues his or her service and is not adequately replaced, our business operations and our ability to successfully implement our business strategies could be materially and adversely affected. Competition for management and industry experts in the industry is intense. Our future performance depends on our ability to continue to identify, hire and retain our key qualified personnel. Failure to attract and retain such personnel could have a material adverse impact on our business, financial condition and results of operations.

3. We operate in highly competitive markets in which our performance could be affected if we were unable to respond to rapid changes in the market, consumer preferences or other competitive factors. The business that we are engaged in is highly competitive. We face competition from new entrants and from customers who are becoming more involved in sourcing to satisfy their own supply requirements. Increasing our market share will, amongst other things, depend upon our ability to anticipate and respond to various competitive factors affecting the business in which we operate, including responding to pricing strategies of our competitors and adopting changes in technology efficiently. Failure by us to compete effectively could have a material adverse effect on our business and profitability. Increase in competition may reduce the growth in our customer base, reduce the profit margins and result in higher selling and promotional expenses in our wholesale trading business. Many a time, our competitors may have greater economies of scale and are also more vertically integrated, and generally not only act as commodities merchants but also as processors, which allows them to make a higher margin. Competition with these and other suppliers, processors and distributors is based on price, quality of service and geographic location. Failure by us to compete effectively including any delay in our reactions to changes in market conditions may affect the competitiveness of our products, thereby reducing our market share, which would result in a decline in our revenues. There can be no assurance that we will be able to continue to compete successfully and the competitive environment may have an adverse effect on our business, financial position and results of operations.

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4. We are entering new lines of business in which we do not have adequate previous experience. Our strategy includes expanding or changing our geographic focus or the composition of business, entering into new strategic alliances and engaging in new lines of businesses. We cannot assure you that we will able to successfully foray into the new lines of business. Any inability to effectively develop and operate the new business that we have entered into may have an adverse impact on our financial condition and results of operations.

5. Our Management would require considerable expertise in managing our business. The management requires considerable expertise in trading in various goods, produce, articles and merchandise of all types on wholesale cash and carry basis. The ability of the Company to benefit from developments in trading in various products and other future growth will depend upon a number of factors, several of which are beyond the Company's control.

6. We propose to conduct international trading operations and we may be exposed to the risks of doing business in several different, often emerging markets, countries. Our Company proposes to conduct wholesale trading operations which are international in nature. These international operations would involve additional risks, including the possibility of restrictive actions by foreign governments, changes in foreign laws; limitations on repatriation of earnings; changes in currency exchange rates; local sabotage; nationalisation and expropriation risks; loss of contract rights; and political and economic instability, war and civil disturbances or other risks that may limit or disrupt markets in which the Company operates.

7. Investment risk The Demerged Undertaking taken over by our Company has share holdings in various companies. As on the Appointed Date the book value of all such investments is Rs. 25.59 crores. We rely on the ability of our investee companies to generate earnings and pay dividends to us, and any decline in the earnings of the investee companies or their ability to pay dividends to us may affect our earnings and operational flexibility. We cannot assure you that the operating companies, in which we are holding shares, will generate sufficient earnings and cash flows to pay dividends or otherwise distribute sufficient funds to enable us to meet our obligations and expenses or declare dividends. The ability of the said operating companies to pay dividend depends on their business considerations. Accordingly, we cannot assure you that the operating companies or our Company will be able to pay dividends. We will have to provide for diminution in value of investments in respect of shareholdings in various companies, if such diminution is considered to be of permanent nature. If the market conditions turn adverse and / or if the realizable value / share price of the investee company falls below our cost price for any reasons, and we decide to sell these shares, such transaction may result in loss. This will impact the profitability of our Company.

8. Loan risk The Demerged Undertaking taken over by the Company has loans and advances given to other companies. As on the Appointed Date the amount of loans and advances given to various companies is Rs. 193 crores. Non recovery of interest or loans or both will adversely affect the financial position of the Company.

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9. We may rely on third parties for transportation of goods and any increase in transportation costs or disruption in transportation services may adversely affect our results of operations. Transportation costs represent a significant portion of the total cost of our wholesale trading operations. Any increase in the cost of transportation would result in reduction of margins for us, which may adversely affect our results of operations. Additionally, the lack of adequate transportation infrastructure may result in inordinate delays in delivery and may require us to hire transportation services at higher costs, thereby adversely affecting our operations and financial condition. Any disruption of transportation services because of weather-related problems, infrastructure damage, strikes, lockouts, lack of fuel or maintenance items, transportation delays or other events could impair our ability to timely or economically supply goods to our customers and adversely affect our reputation and results of operations.

10. Our business does not have any operating history, so it is difficult to estimate our future performance. We have commenced operations recently of wholesale trading in certain goods and products and we have no operating history from which you can evaluate future prospects and viability of this business. Any inability to effectively develop and operate our businesses could adversely affect our business prospects, financial condition and results of operation.

11. Industry fragmentation Since we are new to the business of wholesale trading in commodities, we don’t have the economies of scale or expertise to directly market the commodities. Initially, we may also lack the capacity to directly source the feedstock on favourable commercial terms.

12. Financial Constraints We may not satisfy the rigid requirements of bank credit departments, and may have difficulties in obtaining bank loans at reasonable cost. We may not be able to fulfill all our funding requirements from the resources available to us and may need to look for additional sources of finance, which may not be readily available, or may not be available on commercially reasonable terms. Any significant change in the contemplated financial requirements and development costs may have an adverse effect on our cash flows, financial condition and results of operations. Further, the financing agreements that we may enter into in the future may be unilaterally terminated by our lenders or they could decline to lend to us under such agreements. Moreover the lending arrangements are subject to various conditions and restrictive covenants and our inability to comply with such conditions or covenants, may result in cancellation of the financing facilities. Moreover, any debt we raise is required to be continuously rated by credit rating agencies. Any fall in ratings for existing debt may impact our ability to raise additional financing. If we are unable to raise the capital required by our businesses, or experience any delays in raising such funds, there could be an adverse effect on our ability to complete our projects and on our revenues and profitability.

13. Interest rate and Currency risks We may face interest rate risk which depends on general conditions of credit market and cannot be eliminated. There could be forex risk at operation level and the value and returns of our asset investments will be exposed to currency risk.

14. Liquidity Risk Wholesale trading is a low-margin business that needs financial leverage to improve its return on equity hence it is subject to liquidity risks. Many factors add to traders’ liquidity risks: credit crunch, price volatility, counterparty default, etc. Managing liquidity boils down to cash and debt management, such as maintaining sufficient headroom in committed bank facilities and reasonable level of cash buffers. Banking relationships are important to traders’ liquidity management.

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Investment-grade credit ratings may help traders to lower debt costs. But a downgrade (or even a threat to downgrade) in adverse times damages a trader’s credit standings among banks and may trigger repayment covenants. Share-price turmoil has similar effects on listed traders, as debt covenants often stipulate minimum market cap.

15. Counter Party Risk Counterparty risks multiply during high market volatility: when prices are falling, buyers may refuse to take delivery; when prices are rising, sellers have strong incentives not to deliver on contract. Counterparty risk can be unpredictable.

16. Our Promoter and Group Companies are involved in various litigation proceedings and it cannot be assured that they will prevail in these proceedings. There are outstanding litigations against our Promoters and Group Companies. Our Promoter and Group Companies are defendants in legal proceedings incidental to our business and operations. These legal proceedings are pending at different levels of adjudication before various courts and tribunals. If any significant claims are determined against our Promoter, and our Group companies and if they are required to pay all or a portion of the disputed amounts, it could have a material adverse effect on the business and profitability of our Promoter and our Group companies. For details relating to the legal proceeding involving the Promoter and Group companies, please see “Outstanding litigations involving the promoter and group companies” beginning on page 90 of the Information Memorandum.

17. Additional Issuances of equity may dilute your shareholding Any future issuance of equity shares may dilute your shareholding and sale of equity shares by our promoters/other major shareholders may adversely affect the market price of the equity shares.

18. We have entered and may continue to enter into a substantial amount of related party transactions with our Promoter, subsidiary and Promoter Group entities. We have entered and will continue to enter into a substantial amount of related party transactions with our promoter, subsidiary, promoter group entities, associates, key management and enterprises having common key management personnel with us. Related party transactions entered into by us during the year have been disclosed in our audited financial statements in the section “Financial Statements – Related Party Transactions” beginning on page 52 of this Information Memorandum. While we believe that all our related party transactions have been conducted on an arm’s length basis, we cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties. Furthermore, we may enter into significant levels of related party transactions in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our business, prospects, results of operations and financial condition, including because of potential conflicts of interest or otherwise.

19. Our Promoters will continue to have the largest combined shareholding with control over our business. Our Promoters have the largest combined shareholding with control over our business and all matters requiring shareholder approval, including timing and distribution of dividends, election of officers and directors, our business strategy and policies, approval of significant corporate transactions such as mergers and business combinations and sale of assets. This control could impede a merger, consolidation, takeover or other business combination involving us, or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control even if such transaction may be beneficial to our other shareholders.

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20. We may require certain registrations and permits from government and regulatory authorities in the ordinary course of business and the failure to obtain them in a timely manner or at all may adversely affect our operations. We may require approvals, licenses, registrations and permits for operating our businesses. If we fail to obtain or renew any applicable approvals, licenses, registrations and permits in a timely manner, our ability to undertake our businesses may be adversely impacted, which could adversely affect results of operations and profitability. Furthermore, our government approvals and licenses may be subject to numerous conditions, some of which could be onerous. There can be no assurance that we will be able to apply for any approvals, licenses, registrations or permits in a timely manner, or at all and there can be no assurance that the relevant authorities will issue or renew any such approvals, licenses, registrations or permits in the time frames anticipated by us. Further, we cannot assure that the approvals, licenses, registrations and permits issued to us would not be suspended or revoked in the event of noncompliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action. Any failure to renew the approvals that have expired or apply for and obtain the required approvals, licenses, registrations or permits, or any suspension or revocation of any of the approvals, licenses, registrations and permits that have been or may be issued to us, may impede our operations.

21. Significant differences exist between Indian GAAP used throughout our financial information and other accounting principles, such as U.S. GAAP and IFS/IFRS, with which investors may be more familiar. Our financial statements are prepared in conformity with Indian GAAP. Indian GAAP differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles and standards. If we were to prepare our financial statements in accordance with such other accounting principles, our results of operations, cash flows and financial position may be substantially different. The significant accounting policies applied in the preparation of our Indian GAAP financial statements are set forth in the notes to our financial statements included in this Information Memorandum. Prospective investors should review the accounting policies applied in the preparation of our financial statements, and consult their own professional advisors for an understanding of the differences between these accounting principles and those with which they may be more familiar.

22. We have certain contingent liabilities, which may adversely affect our financial condition. We have certain contingent liabilities, which may adversely affect our financial condition. For further details, see note 3 of Annexure III to the auditor’s report included in the section titled “Financial Statements” beginning on page 46 of this Information Memorandum.

23. Loss making companies in the Group

Certain entities in the Promoter Group have incurred losses in the last three years and have a negative net worth. For further details, see the section titled “Financial and other information of companies under the same management” beginning on page 69 of this Information Memorandum.

EXTERNAL RISK FACTORS

1. Competition in the Industry:

Hexa Tradex Limited operates in a competitive scenario comprising of Indian and multinational players resulting in a stiff competition from these players.

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2. Changes in Government policies

Changes in Government policy, changes in interest rates, revision of duty structure, changes in tax laws, changes in environmental regulations and emission norms etc. may have an adverse impact on the profitability of Hexa Tradex Limited. Due to the competitive nature of the market, the cost increases as a result of these changes may not be easily passed on to the customers.

3. Financial instability in Indian financial markets could adversely affect our results of operations and financial condition. The Indian financial market and the Indian economy are influenced by economic and market conditions in other countries, particularly in Asian emerging market countries. Financial turmoil in Asia, the United States of America, Europe and elsewhere in the world in recent years has affected the Indian economy. Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse effects on the securities of companies in other countries, including India. A loss in investor confidence in the financial systems of other markets may increase volatility in Indian financial markets and, indirectly, in the Indian economy in general.

4. Legal and Compliance Risk

We are subject to extensive regulation by SEBI, Stock Exchanges, RBI and other market regulators in India. New laws/rules and changes in any law and application of current laws/rules could affect the manner of operations and profitability.

5. Sensitivity to economy and extraneous factors

Hexa Tradex Limited’s performance is highly correlated with the economy. The macro economic variables such as consumer spending, unemployment levels affect the business performance of the company. Any adverse development on economic front may affect the profitability of Hexa Tradex Limited. Particularly; adverse impact of slowdown of global economies on the Indian Economy may in turn affect the performance of Hexa Tradex Limited.

6. Political instability or changes in the Government of India could adversely affect

economic conditions in India generally and our business in particular.

The Government of India has traditionally exercised, and continues to exercise, a significant influence over many aspects of the economy. Our business, and the market price and liquidity of our Equity Shares, may be affected by interest rates, changes in government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting India.

7. Terrorist attacks and other acts of violence

Terrorist attacks and other acts of violence or war, including those involving India or other countries may adversely affect Indian and worldwide financial markets. These acts may result in loss of business confidence and have other consequences that could adversely affect our business, results of operations and financial condition. Increased volatility in the financial markets can have an adverse impact on the economies of India and other countries, including economic recession.

8. After this listing, the prices of the Company’s equity shares may be volatile, or an

active trading market for the Company’s equity shares may not develop.

There has been no public market for the Company’s equity shares till now and the prices of the Company’s equity shares may fluctuate after this listing. There can be no assurance that an active trading market for the equity shares will develop or be sustained after this listing. The Company’s share price could be volatile.

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SECTION – 3 SUMMARY

GENERAL INFORMATION Our Company was incorporated on October 25, 2010 under the Companies Act, 1956 with the Registrar of Companies, Uttar Pradesh and Uttarakhand. Registered Office of the Company: A-1, UPSIDC Industrial Area, Nandgaon Road, Kosi Kalan, Mathura – 281403, Uttar Pradesh. Tel: +91-5662-232001-3 Fax: +91-5662-232577 Contact Person: Mr. Pravesh Srivastava E-mail: pravesh.srivastava@hexatradex.com Website: www.hexatradex.com Corporate Identification Number: U51101UP2010PLC042382 Corporate Office of the Company Jindal Centre 12 Bhikaji Cama Place New Delhi 110066 Tel: +91-11-41462070 Fax: +91-11-26170691 Address of the Registrar of Companies, Uttar Pradesh and Uttarakhand 10/499 B Allenganj Khalasi Line Kanpur Uttar Pradesh - 208002 Authority of Listing The Hon’ble High Court of Allahabad, vide its order dated September 19, 2011(received on October 11, 2011), has approved the Scheme of Arrangement and Demerger between Jindal Saw Limited (hereinafter referred to as “Jindal Saw” or “Transferor Company”) and Hexa Tradex Limited (hereinafter referred to as “Hexa” or “the Company” or “Transferee Company”) and their respective shareholders and creditors. For more details relating to the scheme of arrangement and demerger please refer to the Section titled "Salient Features of the Scheme" at page no. 36 of this Information Memorandum. In accordance with the Scheme, the Investment Undertaking of Jindal Saw Limited transferred to and vested with Hexa Tradex Limited, w.e.f. January 1, 2011 (the appointed date under the Scheme) pursuant to Section 391 to 394 of the Companies Act, 1956. In accordance with the said scheme, the Equity shares of the Company issued pursuant to the Scheme shall be listed and admitted to trading on NSE and BSE. Such listing and admission for trading is not automatic and will be subject to fulfillment by the Company of listing criteria of NSE and BSE and also subject to such other terms and conditions as may be prescribed by NSE and BSE at the time of application by the Company seeking listing.

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Eligibility Criterion There being no initial public offering or rights issue, the eligibility criteria of SEBI (ICDR) Regulations 2009 do not become applicable. However, SEBI has vide its letter No. CFD/DIL-II/SK/AEA/OW/6681/2012 dated March 20, 2012 , granted for relaxing strict enforcement of clause (b) to sub-rule (2) of rule 19 thereof by making an application to the Board under sub-rule (7) of rule 19 of the SCRR. The Company has submitted its Information Memorandum, containing information about itself, making disclosure in line with the disclosure requirement for public issues, as applicable to NSE and BSE for making the said Information Memorandum available to public through their websites viz. www.nseindia.com and www.bseindia.com. The Company has made the said Information Memorandum available on its website viz www.hexatradex.com. The Company will publish an advertisement in the news papers containing its details in line with the details required as per the above mentioned circular. The advertisement will draw specific reference to the availability of this Information Memorandum on its website. Prohibition by SEBI The Company, its directors, its promoters, other companies promoted by the promoters and companies with which the Company’s directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI. General Disclaimer from the Company The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or in the advertisements to be published in terms of SEBI Circular SEBI/CFD/SCRR/01/2009/03/09 or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner. Auditors of the Company M/s N.C. Aggarwal & Co. 102, Harsha House, Karampura Commercial Complex, New Delhi 110015 Tel: +91-11-25920555 E-mail: nc.aggarwal@gmail.com Bankers to the Company Axis Bank Limited Statesman House, 148, Barakhamba Road, New Delhi-110001 Tel: +91-11-47425123-125 E-mail: newdelhi.operationshead@axisbank.com Compliance Officer Mr. Pravesh Srivastava Jindal Centre 12, Bhikaji Cama Place, New Delhi 110066 Tel: +91-11-41462070, 26188360 Fax: +91-11-26170691 E-mail: pravesh.srivastava@hexatradex.com

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Registrar & Transfer Agents RCMC Share Registry Pvt. Ltd B-106, Sector - 2 Noida 201301, Uttar Pradesh Tel: +91-120-4015884 Fax: +91-120-2444346 Contact Person: Mr. Ravinder Dua E-mail: rdua@rcmcdelhi.com Website: www.rcmcdelhi.com

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INDUSTRY OVERVIEW You should read the following summary together with the risk factors and the more detailed information about us and our financial results beginning on page no. 46 in this Information Memorandum. Overview of the Indian Economy India is the 10th largest economy in the world and the third largest in terms of purchasing power parity. India is the third most attractive FDI destination in the world. By 2025, India is expected to become the world's fifth-largest consuming country. Merchandise exports have risen significantly in FY11 and expected to reach US$500 billion by FY14. India accounts for approximately 1.4% of world merchandise trade. The government aims to double its share in global trade of goods and services by 2020 and expects the merchandise exports to reach US$500 billion in FY14. As per India’s Foreign Trade Policy for 2009-14, the country plans to introduce a Special Focus Market Scheme with a view to increase the competitiveness of exports targeting 41 countries in Latin America, Africa and CIS region. Growth Outlook

Growth rate (%) FY10 FY11 FY12E*

GDP (at factor cost) 8.0 8.5 7.0

- Agriculture and allied activities 0.4 6.6 3.1

- Industry 8.0 7.9 4.8

- Services 10.1 9.4 9.0

Private final consumption expenditure 7.3 8.6 6.8

Government final consumption expenditure 16.4 4.8 4.0

Gross fixed capital formation 7.3 8.6 8.5

Wholesale price index 3.6 9.9 8.7

Index of industrial production 5.3 8.2 5.1

Exports (2.6) 41.3 18.4

Imports (3.9) 22.5 31.0

Corporate PAT 28.4 9.1 (7.2) Source: CMIE Monthly Review of Indian Economy (2012 – January) *CMIE projections The Trading Business Physical commodity traders are price-neutral making thin margins by lifting vast quantities of commodities around the globe not playing with commodity prices. The strategic focus is on securing trade flows, as volume is the key growth driver, while liquidity is the biggest growth constraint. The profitability of a trading company is dependent on the actual sales and the realizations from time to time. The working capital of a trading company is constrained by liquidity. A trading company’s cash flows mainly reflect changes in working capital rather than profitability or value creation, and as such are often negative during periods of growth or rising commodity prices. Bank credit is the lifeblood of commodity trading. Yet, with proper risk management, a trading company’s earnings are much less volatile than those of producers or commodity prices.

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A trading company operates in highly competitive markets facing competition from new entrants and from customers who are becoming more involved in sourcing to satisfy their own supply requirements. Increased competition reduces the growth in customer base, reduce the profit margins and result in higher selling and promotional expenses. A traders’ performance doesn’t necessarily follow commodity price cycles. Profitability is mainly driven by volume, while price is a risk that has to be neutralised. Counterparty and liquidity risks multiply in volatile times; and uncertainties are many in developing countries like ours, on which commodity traders depend on, as a supply bases or growth markets. Factors important to a Trading Company: Volume and unit margin: A Trader counts on volume and not price for profit growth. High

commodity prices, in fact, can be detrimental, as they stretch working capital and raise interest costs. Extreme price volatility also resulting in higher gearing and higher interest expenses. To the extent that a trader’s business scale is constrained by its balance sheet (i.e. limitation of gearing), high price dampens earnings growth. In the cases of weak end-markets, it cuts into trading margin.

Liquidity: Commodity trading is a low-margin business that needs financial leverage to improve its return on equity. Yet many factors can add to traders’ liquidity risks: credit crunch, price volatility, counterparty default, etc. Managing liquidity boils down to cash and debt management, such as maintaining sufficient headroom in committed bank facilities and reasonable level of cash buffers. Banking relationships are important to traders’ liquidity management. Fortunately, commodity traders deal with readily-marketable goods, and thus have access to a wide range of finance products offered by the banks. Also, in times of credit crisis, banks may find more comfort in loans backed by liquid, market-priced commodities. Investment-grade credit ratings may help traders to lower debt costs. But a downgrade (or even a threat to downgrade) in adverse times damages a trader’s credit standings among banks and may trigger repayment covenants. Share-price turmoil has similar effects on listed traders, as debt covenants often stipulate minimum market capitalisation.

Geo-economics: Geopolitical or economic shifts can profoundly affect commodity trading routes and traders’ investments. Commodity traders critically rely on their operations in developing countries either as supply bases or growth markets, where they face significant country, regulatory and legal risks. Export or import restrictions, nationalisation, price control, corruption, terrorism, strike, riot, or even armed conflict are acute risks, especially when valuable commodities are involved. Traders also face scrutiny over their conduct with regard to environment (deforestation, waste discharge, toxic leak, etc), governance, fair trade and politics.

Factors less-relevant to a Trading Company: Revenue: The revenue reflects commodity price, but is not related to profit.

Cash flows: Cash Flows mainly reflect changes in working capital.

High gearing: The risks of a trading company are low because inventories are liquid.

Falling prices: Low commodity prices can benefit traders.

Commodity price Physical trading is a pass-through, buy-and-sell business. In most commodities, traders are price-takers at both ends, and make small margins in between. They can ill-afford to expose their positions and transactions to price fluctuations. Thus for traders, commodity price is not a profit driver, but a risk that must be neutralised. Contrary to popular belief, high commodity price may be negative to a trader’s business. For one, it stretches the trader’s finances—more working capital is required for the same amount of trading volume, resulting in higher gearing and higher interest expenses. To the extent that

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a trader’s business scale is constrained by its balance sheet (i.e. limitation of gearing), high price dampens earnings growth. In the cases of weak end-markets, it cuts into trading margin. Yet, sharply falling prices often signal weakening demands, which affect trading volume, and increase other risks, notably counterparty risks. But the extent of the overall impacts depends on the trader’s market position, strategy and risk management. Some traders may use freed up working capital to expand trading volume; others may reap higher margins. On the other hand, commodity prices drive the performance of traders’ production assets.

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OUR BUSINESS Jindal Group Overview The Jindal group was founded in 1952 by Mr. Om Prakash Jindal, a first-generation entrepreneur. Mr. Om Prakash Jindal started off by trading in steel pipes. He then established a manufacturing plant near Kolkata, producing steel pipes, bends and sockets. Today, the Jindal group is a multi-national and multi-product steel conglomerate with business interests spanning across mining, power, industrial gases, port facilities and steel making. From mining iron ore and coal, the group produces sponge iron, ferro alloys and a wide range of hot-rolled and cold-rolled steel products ranging from HR coils/sheets/plates, hot-rolled structural sections and rails to CR coils/sheets, high-grade pipes and value added items such as stainless steel, galvanized steel & coated pipes, seamless pipes and tubes, LSaw pipes and DI pipes. It has not only diversified into power generation but also into petroleum, infrastructure, diamond and high value metals & mineral exploration. Presently the group has manufacturing outfits across India, US, UK and Indonesia and mining concession in Chile, Bolivia, Europe, Indonesia & Mozambique and marketing representative’s offices across the globe. Hexa Tradex Limited Hexa Tradex Limited was incorporated on October 25, 2010, as a wholly owned subsidiary of Jindal Saw Limited, under the Companies Act, 1956 authorized to act as an import and export agent, representative, contractor, selling agent, broker on a whole sale cash and carry basis for metals, minerals, iron and steel products, pipes, households items, general merchandise etc; and holding investments in other entities and to buy, invest in, acquire, hold shares, stocks, debentures, debenture stocks, bonds, and securities of any kind etc. With the end and intent of realigning the business operations undertaken by Jindal Saw Limited, the Investment Undertaking of Jindal Saw Limited has vested into our Company on a going concern basis through the Scheme of Arrangement and De-merger in accordance with Section 391 – 394 of the Companies Act, 1956 and Section 2(19AA) of the Income Tax Act, 1961. Post the demerger, our Company will be focusing on trading of chemicals, iron & steel and their products, machinery parts and accessories, minerals, motor vehicle – parts, accessories and components, non ferrous metal & their products, old & discarded, unserviced, obsolete materials, paints, varnishes and adhesives etc and to act as an import and export agent, representative, contractor, selling agent, broker on a whole sale cash and carry basis. Our Company has started identifying various items of interest for its trading businesses which includes thermal and cocking coal, copper, edible oil, zinc ingots etc. It is our Company’s intention to work with a specific focus and then keep increasing the range of markets, products and customers. Our Company is already in touch with specific buyers and sellers where discussions are being done to enter into long term relationship through master agreements. To begin with Hexa intends to focus on the items which are either being sourced by its Promoter and its associates through traders and/or which can be marketed through the capabilities of Promoters. Our Company has also started negotiating with few selected professionals/ known channel partners who can be very helpful to bring businesses on sustainable basis. The value being brought by our Company is our credit support which is not available to the channel partners. In this direction, we have already secured an initial banking facility aggregating to Rs. 60 Crores (Rupees sixty crores only) which should be sufficient for next one year.

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Hexa Tradex Limited has also secured initial approvals/ registration etc with respective authorities which are needed to do the businesses. The same includes VAT registration in the states of Uttar Pradesh and Gujarat, EXIM code, registration with Income Tax department etc. Hexa Tradex Limited, being a new company, intends to keep the overheads in check and thus creating a model with a blend of own staff and agents. Own staff shall be responsible for risk assessments, its mitigations, ensuring legal compliances, negotiation of master terms and conditions, controlling banking transactions, insurance etc. The partners shall be responsible to secure business as per the policies of the Company. Competitive Strengths Benefits of parentage As a part of the Jindal Group, we would benefit from group synergies, including access to talent, competitive commercial terms, critical equipment and supplies and technical expertise and knowledge. Adaptable business structure Since we are part of the Jindal Group, we have the ability and expertise to leverage on existing assets and experience to expand our product categories, geographical coverage and market presence to cater to increases in demand. We believe that the synergies across diverse business segments of the Jindal Group provide us with the ability to adapt our business operations in accordance with the opportunities available in a given business segment. Access to diverse geographic arms and well positioned in targeted geographical markets and products The Jindal groups’ diverse geographical presence will enable us to monitor and appropriately respond to global supply and demand imbalances, hedge against risk that may arise from geographic concentration, identify opportunities and enhance strategies for substitution of suppliers. Our goodwill and customer relationships One of our key strengths is our affiliation and our relationship with the Jindal group of companies. We believe that goodwill and reputation represent important intangible assets, which will enable us to gain access to new markets, attract and retain well qualified employees and gaining recognition on expanding into new product areas. New business opportunities We will seek to identify and enter into business activities that we consider to be high growth businesses. We believe that the ability of the Jindal Group to identify new business opportunities and partners has resulted in synergies in Jindal Group’s diverse businesses. Our management: Our management team comprises of Ms. Sminu Jindal, Managing Director, Mr. Neeraj Kanagat, Chief financial Officer and Mr. Pravesh Srivastava, Company Secretary. Currently the total employee strength is 4 and we plan to employ more personnel in the future. As on date, there is no Employee Stock Option Plan or Employee Stock Option Scheme or Employee retention plan. Our Strategy Our goal is to become a full-service trading company including the sectors in which the Jindal Group has a presence in and to capitalize on the opportunities provided by the Jindal Group in India.

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HISTORY OF OUR COMPANY

Our Company was incorporated on October 25, 2010, as a wholly owned subsidiary of Jindal Saw Limited, under the Companies Act, 1956 authorized to act as an import and export agent, representative, contractor, selling agent, broker on a whole sale cash and carry basis for metals, minerals, iron and steel products, pipes, households items, general merchandise etc; and holding investments in other entities and to buy, invest in, acquire, hold shares, stocks, debentures, debenture stocks, bonds, and securities of any kind etc. With the end and intent of realigning the business operations undertaken by Jindal Saw Limited, the Investment Undertaking of Jindal Saw Limited has vested into our Company on a going concern basis through the Scheme of Arrangement and De-merger in accordance with Section 391 – 394 of the Companies Act, 1956 and Section 2(19AA) of the Income Tax Act, 1961. Main Objects of the Company 1. To carry on the business, in India and abroad, of dealer, trader, import and export agents,

representatives, contractors, buying and selling agents, brokers, importers, buyers, sellers, exporters and to buy, sell, or otherwise trade and deal in goods, produce, articles and merchandise of all types, on a wholesale cash and carry basis, including:

(i) minerals and metals, stainless and special steels, alloys and ferrous, non-ferrous

metals, auto parts, tools and implements, dies jigs, steel pipes and tubes and pipe fittings, iron and steel products, cast iron, steel and tubular structural, scrap, tubes and allied products, chemicals and petrochemicals, capital goods, household articles; and

(ii) general merchandise, house-hold and groceries items such as packaged food items,

fruits, vegetables, toiletries and electronic items, electrical appliances, general merchandise, apparels, accessories, stationery items, over the counter drugs, home and office furnishing, beauty products.

2. To carry on the business of direct selling, re-selling, selling through local merchants,

importer, exporter, advertise for sale and to act as agents, merchants, traders, contractors, representatives, distributors, dealers, stockiest and forwarders in all kind and description of commodities, on a wholesale cash and carry, including minerals and metals, stainless and special steels, alloys and ferrous, non-ferrous metals, auto parts, tools and implements, dies jigs, steel pipes and tubes and pipe fittings, iron and steel products, cast iron, steel and tubular structural, scrap, tubes and allied products, general merchandise, house-hold and groceries items, spirits and liquors, whether for human consumption or for industrial use or as fuel or otherwise, citric acid, vinegar, acetic and liquid sugar, glucose, malts, hops, grain, aerated water, carbonic acid, gas, dry ice and all raw material and intermediates of the highest grade, style and / or quality in their category and other consumable goods and in all kinds and description of commodities both commercial and non-commercial both in India and abroad.

3. To carry on the business, both in India and abroad, of creator, innovator, designer, seller, purchaser, importer, exporter, whole-seller, dealer, stockiest, distributor, agent, trader, exchanger, fabricator, contractor, service-center and jobber, on a wholesale cash and carry basis, of products such as home décor, office accessories, dinning and bar accessories, hard-ware, bath-room accessories, articles made of wax, SS tanks, pipes, stainless steel sheet, aluminum sheets, ceramic, wood, leather, glass, acrylic, plastic and other metal / alloy sheets and other products required and/or used in the house hold / official goods, architectural, construction, automobiles, railway transport and other allied sectors.

4. To provide the technical and management consultancy services, both in India and abroad,

for design, application, development, production, fabrication, operation, promotion, marketing and use of products out of stainless steel, aluminum sheets, ceramic, wood, leather, glass, acrylic, plastic, wax and other metal / alloys sheet required and/or used in the house hold / official goods, architectural, construction automobiles, railway transport and other allied sectors.

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Other Objects of the Company Some of the other objects of our Company have been detailed below:

1. To carry on all or any of the business of manufacturers, installers, maintainers, repairers of

and dealers in electrical and electronic appliances and apparatus of every description, radio, magnetic tapes, tape recorders, television and telecommunication requisites and supplies, and electrical and electronic apparatus, appliances, equipments, and stores of all kinds.

2. To act as agents of any body corporate, company, firm undertaking or for any government,

semi government or autonomous body or any organizations in the private or public sector either alone or jointly with other persons, firm or company for the export and import of all types of crops, commodities, manufactured and semi-manufactured goods, raw materials, plant, machinery, equipment, tools and other materials, minerals, substances, goods, articles and things in any part of the world.

3. To manufacture, distribute, import, export, buy, sell, manipulate, formulate, process and

otherwise deal in all kinds of chemicals such as agro chemical repellents, disinfectants, fumigants, industrial chemicals, leather chemicals, petrochemicals, rubber chemicals, and photo chemicals, natural and chemical fertilizers.

4. To carry on the business of manufacturers, buyers, sellers, importers and exporters of and

dealers and agents in all kinds of furnitures, plywood, hardwood block for flooring and other purposes, boxes, windows, doors, wood pulp, wood wool, mass, spares, derricks, tools, handles, paneling, wood work and articles of all description wholly or partly made from wood, metal, plastics, synthetic materials, bricks, cement, stone or any other types of materials related thereto.

5. To carry on the business of holding investments in other entities and to buy, undertake,

lease, invest in, acquire, hold shares, stock, debentures, debenture stocks, bonds, obligations and securities of every kind issued or guaranteed by any entity constituted or carrying on the business in India or elsewhere.

Changes in Memorandum of Association Change in the MOA - The authorised share capital was increased to Rs. 15,00,00,000/- divided into 7,50,00,000 equity shares of Rs.2/- each from Rs. 5,00,000/- divided into 2,50,000 equity shares of Rs.2/- each, pursuant to the Scheme of Arrangement and Demerger. Subsidiaries of our Company Our Company has one subsidiary, namely Hexa Securities & Finance Co. Ltd. Details of our subsidiary company are given under ‘Companies under the same management’ Chapter at page no. 69 of the Information Memorandum. Shareholders Agreement There is no separate Shareholders Agreement executed between any shareholder and our Company. Strategic / Financial Partners and other Material Contracts Our Company does not have any strategic/financial partners and has not entered into any material contracts other than in the ordinary course of business.

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OUR PROMOTER Jindal Saw Limited Jindal Saw Limited is a company within the meaning of the Companies Act, 1956, having its registered office at A-1, UPSIDC Industrial Area, Nandgoan Road, Kosi Kalan, Mathura – 281403, Uttar Pradesh. Jindal Saw was incorporated on October 31, 1984 and its name was changed from Saw Pipes Limited to its present name “Jindal Saw Limited”, on January 11, 2005. Jindal Saw Limited is a leading company in India’s tubular market and is one of the few diversified manufacturer and supplier of pipe products for the energy and water industry and for other industrial applications. Its principal products include (a) large diameter SAW pipes (LSAW and HSAW), (b) seamless pipes & tubes, and (c) ductile iron (DI) pipes. The manufacturing facilities of Jindal Saw Limited are located in various parts in western, northern and southern part of India. Our Indian production facilities produce pipes to meet global specifications and standards. Jindal Saw Limited sells approximate 50% of its products (primarily large diameter Saw Pipes and seamless tubes) in global markets. Jindal Saw Limited is setting up a drill pipe facility in Texas, USA which shall be operational very soon, the facility is awaiting its American Petroleum Institute (“API”) Approval. This will add value to its seamless tube vertical and help in improving the sales and profitability. The manufacturing facilities of Jindal Saw Limited are located at four places in India, Kosi Kalan in UP, Mundra in Gujarat, Nasik in Maharashtra and Bellary in Karnataka. Shares of Jindal Saw Limited are listed at NSE and BSE. Board of Directors of Jindal Saw Limited

Name Designation Ms. Savitri Devi Jindal Chairman Mr. Prithvi Raj Jindal Vice-Chairman Mr. Indresh Batra Managing Director Ms. Sminu Jindal Managing Director Mr. Devi Dayal Independent Director Dr. S.K. Gupta Independent Director Mr. Kuldip Bhargava Independent Director Dr. Raj Kamal Agarwal Independent Director Mr. Hawa Singh Chaudhary Whole Time Director Mr. Ravinder Nath Leekha Independent Director

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Shareholding Pattern The shareholding pattern of Jindal Saw Limited as of November 23, 2011 is as follows: Category

Category of Shareholder

Number of Shareholders

Total number of shares

Number of shares held in demat form

Total shareholding as a % of total no. of shares

No. of shares

pledged or

encumbered

Shares pledge

d as a% of total

no. of shares

(A) Shareholding of the Promoter and Promoter Group 1 Indian (a) Individuals/ Hindu

Undivided Family 19 16,55,300 16,55,300 0.60 - -

(b) Bodies Corporate 17 9,38,00,500 9,11,33,500 33.95

1,00,000

0.11

Sub Total 36 9,54,55,800 9,27,88,800 34.55

1,00,000

0.10

2 Foreign (a) Individuals(NRI)/Fore

ign Individuals

1 98700 98,700 0.04 - -

(b) Bodies Corporate 11 3,15,14,985 3,15,14,985 11.41 - - Sub Total 12 3,16,13,685 3,16,13,685 11.45 - - (A) Total Shareholding

of the Promoter & Promoter Group

48 12,70,69,485 12,44,02,485 46.00 1,00,000 0.08

Public Shareholding 1 Institutions (a) Mutual Funds/ UTI 13 2,37,42,049 2,37,23,549 8.60 - - (b) Financial Institutions /

Banks 8 1,92,069 1,91,069 0.07 - -

(c) Insurance Companies 6 70,43,136 70,43,136 2.55

- -

(d) Foreign Institutional Investors 79 6,04,27,886 6,04,08,386 21.88

- -

Sub-Total (B)(1) 106 9,14,05,140 9,13,66,140 33.10 - - 2 Non-institutions (a) Bodies Corporate 719 4,20,89,549 1,18,70,549 15.23 - - (b) Individuals I i. Individual

shareholders holding nominal share capital up to Rs 1 lakh 32,641 1,40,88,587 1,23,42,457 5.10

- -

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 6 6,18,805 6,18,805 0.22

- -

(c) Any Other (specify) - - (A) Clearing Member 138 2,15,247 2,15,247 0.08 - - (B) Non Residents 680 7,26,888 5,76,888 0.26 - - (C) Trust 3 13,820 13,820 0.01 - - Sub-Total (B)(2) 34,187 5,77,52,896 2,56,37,766 20.90 - -

(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 34,293 14,91,58,036 11,70,03,906 54.00

-

- TOTAL (A)+(B) 34,341 27,62,27,521 24,14,06,391 100.00 100,000 0.04

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The details of the partly paid-up shares of Jindal Saw Limited* Partly paid-up shares

No. of partly paid-up shares

As a % of total no. of partly paid-up shares

As a % of total no. of shares

Held by promoter/promoter group

0 0 0

Held by public 4000 100.00 0.00 Total 4000 100.00 0.00

* These shares have been forfeited. However, inadvertently these shares were not excluded from the shareholding pattern of Jindal Saw Limited. Jindal Saw Limited has taken up the matter with the depositories and is taking necessary steps to get the shareholding pattern rectified by deleting the 4000 shares from the shareholding pattern. Financial Information of Jindal Saw Limited (Rs. in lakhs, except share data) Particulars 31.12.2008 31.03.2010 31.03.2011

For 12 Months Period

For 15 Months Period

For 12 Months Period

Total Income (Net) 5,01,325.12 6,79,505.86 4,22,429.78 Profit after Taxation 34,232.66 72,316.82 46,406.61 Equity Capital 5,212.25 5,472.34 5,524.58 Reserves (excluding revaluation reserve)

2,16,869.02 3,48,161.23 3,96,121.75

Miscellaneous Expenditure - - - Net Worth 2,22,081.27 3,53,633.57 3,96,121.75 Net Asset Value (NAV ) per share in Rs

426.07 129.24 143.40

Earnings per shares (EPS) in Rs. 62.45 27.01 16.57 Diluted Earnings per share in Rs. 60.82 25.12 16.00 No. of equity shares 521,22,850 27,36,18,735 27,62,30,771

Of face value Rs.10/- each

Of face value Rs.2/- each

Of face value Rs.2/- each

Note: 1. Net Worth = Equity Share Capital + Preference Share Capital + Reserves - Revaluation

Reserve 2. Net Asset Value per share= Net Worth/No. of Equity shares Change in the Management There has been no change in the management of Jindal Saw Ltd. in the last three years. Mr. Prithvi Raj Jindal is one of the ‘persons in control’ of Jindal Saw Limited Profile of Mr. Prithvi Raj Jindal Mr. Prithvi Raj Jindal founded Jindal Saw Ltd. in 1984. Mr. Prithvi Raj Jindal served the steel industry for over three decades. He serves as Vice Chairman of Jindal Saw Ltd. A perfectionist to the core, Mr. Prithvi Raj Jindal has guided Jindal Saw's global ambitions. His sharp business acumen complemented by a futuristic vision and a hands on approach has made Jindal Saw Ltd. a force to reckon with not only on the home turf but has left global footprints by entering into the highly competitive Europe and US market. Under Mr. Prithvi Raj Jindal's able stewardship the Jindal Saw Ltd. has grown multi-fold and has diversified its product line, offering total pipe solutions to a wide array of sectors - energy, water & sewage transportation and industrial application. Mr. Jindal holds a Bachelors of Arts degree. Mr. Prithvi Raj Jindal has been an Independent Director of Orbit Corporation Ltd. since February 16, 2006.

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In addition to Mr. Prithvi Raj Jindal, as per the reporting requirements under the Takeover Code, the following persons/entities are also ‘persons in control‘ of Jindal Saw Limited: Sr. No. Name of the persons in control

1. Abhinandan Investments Limited 2. Mr. Abhyuday Jindal 3. Anbeeco Investments Limited 4. Ms. Arti Jindal 5. Beaufield Holdings Limited 6. Colarado Trading Co. Ltd. 7. Ms. Deepika Jindal 8. Estrela Investment Company Limited 9. Ever Plus Securities and Finance Limited 10. Gagan Trading Company Limited 11. Goswamis Credits & Investments Ltd 12. Heston Securities Limited 13. Indresh Batra 14. Jargo Investments Limited 15. Jindal Equipment Leasing And Consultancy Serv 16. Jindal Holdings Limited 17. Manjula Finances Ltd 18. Mansarover Investments Limited 19. Mendeza Holdings Limited 20. Meredith Traders Private Limited 21. Nacho Investments Limited 22. Nalwa Engineering Co Ltd 23. Nalwa Investments Limited 24. Nalwa Sons Investments Limited 25. Mr. Naveen Jindal 26. Mr. Parth Jindal 27. Pentel Holding Limited 28. Mr. Ratan Jindal 29. Renuka Financial Services Ltd 30. S K Jindal and Sons HUF 31. Mr. Sajjan Jindal 32. Ms. Sangita Jindal 33. Sarmento Holdings Limited 34. Ms. Savitri Devi Jindal 35. Ms. Sminu Jindal 36. Stainless Investments Limited 37. Sun Investments Limited 38. Ms. Tanvi Jindal 39. Ms. Tarini Jindal 40. Templar Investments Limited 41. Ms. Tripti Jindal 42. Ms. Urvi Jindal 43. Vivasa Investments Limited 44. Vrindavan Services Private Limited

Share Quotation The equity shares of Jindal Saw Limited are listed on the NSE and BSE. The details of the highest and lowest price on NSE and BSE during the preceding six months are as follows:

Month BSE NSE High (Rs) Low (Rs) High (Rs) Low (Rs)

October 2011 153.80 128.30 153.90 128.20 November 2011 154.45 109.00 154.40 108.40 December 2011 134.00 113.30 134.00 113.00 January 2012 144.05 128.05 147.00 126.25 February 2012 167.60 135.30 167.95 135.20 March 2012 180.95 154.50 181.85 152.55

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MANAGEMENT Under our Articles of Association, our Company is required to have not less than 3 Directors and not more than 12 Directors, subject to Section 252 of the Companies Act. Currently, our Company has 4 Directors out of which 2 are Independent Directors. The composition of the Board of Directors is governed by the provisions of the Companies Act and the Listing Agreements entered into by our Company with the Stock Exchanges and the norms of the code of corporate governance as applicable to listed companies in India. Board of Directors As on the date of this Information Memorandum, our Board comprises of:

Name DIN No. PAN No, Age

Date of Appointment

Designation

Address Directorship in other Companies

Mr. Prithvi Raj Jindal 00005301 AALPJ2120R 60 years

October 1, 2011

Non Executive Chairman

6, Prithvi Raj Road, New Delhi – 110 011

1. Jindal Saw Limited 2. Hisar Fincap Pvt. Ltd. 3. IUP Jindal Metals & Alloys Ltd. 4. Jindal Intellicom Ltd. 5. Jindal ITF Ltd. 6. Jindal Mansarovar Investments

Pvt. Ltd. 7. Jindal South West Finance

Investments Pvt. Ltd. 8. Jindal Synergy Investments Ltd. 9. JITF Water Infrastructure Ltd. 10. JTF Waterways Ltd. 11. Nalwa Farms (P) Ltd. 12. Nalwa Fincap Ltd. 13. Nalwa Steel and Power Ltd. 14. OPJ Investments and Holding 15. Orbit Corporation Ltd. 16. Rohit Tower Buildings Ltd. 17. Salasar Finvest Ltd. 18. Sonabheel Tea Ltd. 19. Stainless Finance and

Investments Pvt. Ltd. 20. Sun Fintrade Pvt. Ltd. 21. Vrindavan Fintrade Ltd. 22. Nalwa Financial Services Ltd.

Ms. Sminu Jindal 00005317 AAGPJ1586N 38 years

October 1, 2011

Managing Director

6, Prithvi Raj Road, New Delhi – 110 011

1. Jindal Saw Limited 2. Jindal Seamless Tubes Ltd. 3. Jindal IntellicomLtd. 4. IUP Jindal Metals and Alloys Ltd. 5. JITF Infralogistics Ltd. 6. JITF Water Infrastructure Ltd. 7. Jindal Coulumbs Ltd. 8. JITF Waterways Ltd. 9. Arjan Aromatics Ltd. 10. Jindal ITF Ltd. 11. Trinetra Buildcon Pvt. Ltd. 12. JITF Urban Infrastructure Ltd. 13. JITF ShipyardsLtd. 14. Jindal Rail Infrastructure Ltd. 15. Jaishila Infotech (P) Ltd.

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Name DIN No. PAN No, Age

Date of Appointment

Designation

Address Directorship in other Companies

Mr. Kuldip Bhargava 00011103 AAEPB2425L 58 years

October 1, 2011

Independent Director

Anand Bhawan, Hisar – 125 001 (Haryana)

1. Jindal Saw Ltd. 2. Quality Foils (India) Pvt. Ltd. 3. Quality Stainess Pvt. Ltd. 4. Orbit Corporation Ltd. 5. Satellite Developers Ltd. 6. Orbit Highcity Pvt. Ltd. 7. Orbit Residency Pvt. Ltd. 8. Ahinsa Buildtech Pvt. Ltd.

Dr. Raj Kamal Agarwal 00005349 AAAPA4978M 59 years

October 1, 2011

Independent Director

B-1/80, Janakpuri, New Delhi – 110 058

1. Jindal Saw Ltd. 2. Virtue Drilling PTE. Ltd. 3. AS Appliingo IT Solutions Pvt.

Ltd.

Shareholding of Directors in the Company as on date:

Name of the Directors Number of Shares held

Percentage of holding (%)

Mr. Prithvi Raj Jindal 24,060 0.05 Ms. Sminu Jindal 3,000 0.01 Mr. Kuldip Bhargava 1,600 0.00

Brief Profile of the Directors: Mr. Prithvi Raj Jindal A brief profile of Mr. Prithvi Raj Jindal is given at Page no. 25 of the Promoter Section. Ms. Sminu Jindal Sminu Jindal is the Managing Director of Jindal Saw Ltd. Her sharp business acumen has positioned Jindal Saw Limited as a global player bagging major international contracts. She has steered Jindal Saw on a diversification path with the commissioning of Jindal ITF, the infrastructure arm of Jindal Saw. She is an alumnus of Shri Ram College of Commerce and a MBA from Fore School of Management, with specialization in Finance. Her outstanding academic performance won her a Silver Medal from Fore School of Management. She was bestowed upon the Award for Excellence as the top woman entrepreneur by the Institute of Marketing and Management in 2002. She was conferred with Women Entrepreneur of the Year 2009 Award by FICCI Ladies Organisation and also recognised by the World Economic Forum as one of the Young Global Leaders 2009. She is also the Chairperson of ASSOCHAM National Council on Iron & Steel since 2009. Corporate Social Responsibility is engrained in Ms. Sminu Jindal’s corporate DNA. Having overcome her own physical challenges, she has undertaken the sole responsibility of taking up the cause of ensuring accessible and barrier free public infrastructure for the greying as well as the physically challenged population. She founded ‘Svayam’, a charitable trust devoting extensive time, resources and energy to help people with reduced mobility. She is involved in assisting various government bodies to initiate several programmes for the benefit of the physically disabled.

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Mr. Kuldip Bhargava Mr. Kuldip Bhargava is an Industrialist. He has more than 32 years of experience in managing industries like Steel Rolling, Casting, Fabrication, Tubes making etc. He is a Director on the Board of various Companies. Dr. Raj Kamal Agarwal Dr. Raj Kamal Agarwal is a senior consultant Incharge of the Intensive Care Unit at the Kolmet Hospital, New Delhi. He has completed his M.B.B.S. from LLRM Medical College, Meeruth in the year 1975 and D.A. in 1980. He has been on the Board of several public and private limited companies for a long time and has a considerable experience in corporate affairs. Corporate Governance: Corporate Governance is administered through our Board and the Committees of the Board. In compliance with the Clause 49 of the Listing Agreement with the Stock Exchanges, we have the following Board Level Committees in our Company: 1. Audit Committee 2. Investors’ Grievance Committee a) Composition of Audit Committee The Composition of the Audit Committee is as under:

Names of the Director Designation in the Committee Nature of Directorship Mr. Kuldip Bhargava Chairman Independent Director Ms. Sminu Jindal Member Managing Director Dr. Raj Kamal Agarwal Member Independent Director

Terms of Reference: The role and terms of Audit Committee covers the area of Clause 49 of the listing agreement with stock exchanges and section 292A of the Companies Act, 1956 besides other terms as may be referred to by the Board of Directors of the Company. The Board of Directors take note of the minutes of the Audit Committee. The Audit Committee deals with various aspects of financial statements including quarterly, half yearly and annual results, adequacy of internal controls & internal audit functions, compliance with accounting standards and Company’s financial & risk management policies, etc. It reports to the Board of Directors about its findings & recommendations pertaining to above matters. Mr. Pravesh Srivastava, Company Secretary, is the Secretary of the Committee. b) Composition of Investors’ Grievance Committee

Names of the Director Designation in the Committee Nature of Directorship Mr. Prithvi Raj Jindal Chairman Non-Executive Chairman Mr. Kuldip Bhargava Member Independent Director Dr. Raj Kamal Agarwal Member Independent Director

Terms of Reference: To look at redressing of shareholders/investors complaints like transfer of shares, non-receipt of dividend warrants, allotment of securities/ shares on conversion of warrants/ bonds, etc. Mr. Pravesh Srivastava, Company Secretary, is the Secretary of the Committee.

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Interest of our Directors

All of our Directors may be deemed to be interested to the extent of remuneration and fees payable to them for services rendered as Directors of our Company such as attending meetings of the Board or a committee thereof and to the extent of other reimbursement of expenses payable to them under our Articles of Association. Some of our Directors also hold Equity Shares in our Company and are interested to the extent of any dividend payable to them in respect of the same. Changes in our Board during the last three years Mr. Ranjit Malik, Mr. Deepak Goyal and Mr. Purushottam Das Sharma were directors on the Board of the Company since incorporation. With effect from October 1, 2011, all the three directors resigned and new directors, namely Mr. Prithvi Raj Jindal, Ms. Sminu Jindal, Mr.Kuldip Bhargava and Dr. Raj Kamal Agarwal were appointed. Key Managerial Personnel Name Designati

on Age Date of

Joining Qualification and Experience

Particulars of last employment and Position held

Shareholding in our Company

Ms. Sminu Jindal

Managing Director

38 October 1, 2011

B. Com and MBA 20 years of experience

Associated with Jindal Saw Limited for the past 20 years

3,000

Mr. Neeraj Kanagat

Chief Financial Officer

48 January 1, 2011

B. Com and 26 years of experience

Senior General Manager with Jindal Saw Limited since November 1, 1985

Nil

Changes in the Key Managerial Personnel: There are no changes in the key managerial personnel of our Company. Employees and Employee Stock Option Scheme Presently our Company has a strength of about 4 employees. Our Company does not have an Employee Stock Option Scheme/ Employee Stock Purchase Scheme.

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CAPITAL STRUCTURE Pre Scheme of Arrangement of Demerger

Particulars Amount (Rs.) Authorised Capital (2,50,000 equity shares @ Rs. 2/- per share)

5,00,000

Total 5,00,000 Issued, Subscribed And Paid-Up Share Capital (2,50,000 equity shares @ Rs. 2/- fully paid up)

5,00,000

Total 5,00,000 Post Scheme of Arrangement of Demerger

Particulars Amount (Rs.) Authorised Capital (7,50,00,000 equity shares @ Rs. 2/- per share)

15,00,00,000

Total 15,00,00,000 Issued and Subscribed and Paid up Share Capital* (5,52,45,354 equity shares @ Rs. 2/- fully paid up)

11,04,90,708

Total 11,04,90,708 * Out of the Issued, Subscribed and Paid-up Capital, 650 shares of our Company have been kept in abeyance since 3250 shares of the Transferor Company i.e. Jindal Saw Limited are in abeyance due to a Court order. These 650 shares will be allotted by our Company as and when intimated by the Transferor Company.

Notes to the Capital Structure: 1) Details of change in the Authorised capital of the Company

The Company was incorporated with an authorised share capital of Rs.5 lacs divided into 2,50,000 equity shares of Rs.2/- each. The authorised share capital is increased to Rs. 1500 lacs divided into 7,50,00,000 equity shares of Rs.2/- each pursuant to the Scheme of Arrangement and Demerger.

2) Details of Capital Structure of the Company since inception are as follows:

Date of Allotment

No. of Shares

Cumulative No. of Shares

Face value (Rs.)

Cumulative Paidup Capital (Rs.)

Nature of Allotment / Remarks

Consideration

13.12.2010

2,50,000 2,50,000 2 5,00,000 Issued to Subscribers of the MOA

Cash*

24.11.2011

5,52,45,354 5,52,45,354 2 11,04,90,708 Issued pursuant to the Scheme

Pursuant to the Scheme

* Initial issued and paid up equity share capital of Hexa Tradex Limited, comprising of 2,50,000 equity shares of Rs. 2/- each, aggregating to Rs. 5,00,000/-, as held by Jindal Saw and its nominees stands cancelled pursuant to the Scheme.

3) Promoters of the Company, their relatives and associates, and their Directors have not

purchased or sold or financed, directly or indirectly, any equity shares from the date of approval of the scheme by the High Court till the date of submission of this Information Memorandum.

4) Details of the Scheme have been provided at page no. 36 of the Information Memorandum

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5) Shareholding pattern before the scheme: The entire pre-scheme equity capital consisting of 2,50,000 equity shares was held by Jindal Saw Limited and its nominees:

Sr. No. Name of the shareholders No. of equity shares held 1. Jindal Saw Limited (JSL) 2,49,400 2. Goswamis Credits & Investment Ltd 100 3. Manjula Finances Ltd. 100 4. Mr. Purushottam Dutt Sharma 100 5. Mr. Ranjit Malik 100 6. Mr. Sunil Kumar Jain 100 7. Mr. Deepak Goyal 100

6) Shareholding pattern of Hexa Tradex Limited as of November 24, 2011 post the

allotment of the shares under the Scheme: Category code

Category of Shareholders

No. of Shareholders

Total No. of shares

No. of shares held in demat form

Total shareholding as a % of total no. of

shares (A) Shareholding of the Promoter and Promoter Group 1 Indian (a) Individuals/ Hindu Undivided

Family 20 3,31,060 3,31,060 0.60

(b) Bodies Corporate 20 1,87,60,100 1,82,26,700 33.95 Sub Total 40 1,90,91,160 1,85,57,760 34.55 2 Foreign (a) Individuals(NRI)/Foreign

Individuals

1 19,740 19,740 0.04 (b) Bodies Corporate 11 63,02,997 63,02,997 11.41 Sub Total 12 63,22,737 63,22,737 11.45 (A) Total Shareholding of the

Promoter & Promoter Group 52 2,54,13,897 2,48,80,497 46.00 (B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI 13 47,48,409 47,44,709 8.60 (b) Financial Institutions / Banks 8 38,413 38,213 0.07 (c) Insurance Companies 6 14,08,626 14,08,626 2.55 (d) Foreign Institutional Investors 79 1,20,85,554 1,20,81,654 21.88 Sub-Total (B)(1) 106 1,82,81,002 1,82,73,202 33.10 2 Non-institutions (a) Bodies Corporate 702 84,17,865 23,74,065 15.23 (b) Individuals I i. Individual shareholders holding

nominal share capital up to Rs 1 lakh 31,867 28,82777 25,33,154 5.22

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh. 1 58,000 58,000 0.10

(c) Any Other (specify) (A) Clearing Member 136 43,036 43,036 0.08 (B) Non Residents 676 1,45,363 1,15,363 0.26 (C) Trust 3 2,764 2,764 0.01 Sub-Total (B)(2) 33,385 1,15, 49805 51,26,382 20.90

(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 33,491 2,98,30,807 2,33,99,584 54.00

TOTAL (A)+(B) 33,543 5,52,44,704 4,82,80,081 100.00

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7) Shareholding of our Promoter and Promoter Group in our Company after allotment of

shares pursuant to the Scheme:

Sr. No.

Name of the shareholder Total shares held Number of

shares Percentage

1. Abhinandan Investments Limited 1,28,600 0.23 2. Mr. Abhyuday Jindal 3,000 0.01 3. Anbeeco Investments Limited 26,00,897 4.71 4. Ms. Arti Jindal 12,000 0.02 5. Beaufield Holdings Limited 3,81,100 0.69 6. Colarado Trading Co. Ltd. 16,93,500 3.07 7. Ms. Deepika Jindal 3,000 0.01 8. Estrela Investment Company Limited 3,75,500 0.68 9. Ever Plus Securities and Finance Limited 3,02,200 0.55 10. Gagan Trading Company Limited 105,300 0.19 11. Goswamis Credits & Investments Ltd 500 0.00 12. Heston Securities Limited 3,72,600 0.67 13. Mr. Indresh Batra 1,54,000 0.28 14. Jargo Investments Limited 3,69,000 0.67 15. Jindal Equipment Leasing And Consultancy

Serv 23,28,000

4.21 16. Jindal Holdings Limited 2,89,000 0.52 17. Manjula Finances Ltd 1,000 0.00 18. Mansarover Investments Limited 12,89,900 2.33 19. Mendeza Holdings Limited 3,66,500 0.66 20. Meredith Traders Private Limited 1,95,200 0.36 21. Nacho Investments Limited 3,65,000 0.66 22. Nalwa Engineering Co Ltd 2,10,000 0.38 23. Nalwa Investments Limited 8,35,800 1.51 24. Nalwa Sons Investments Limited 1,07,10,000 19.38 25. Mr. Naveen Jindal 45,060 0.08 26. Mr. Parth Jindal 3,000 0.01 27. Pentel Holding Limited 3,62,400 0.66 28. Mr. Prithvi Raj Jindal 24060 0.05 29. Mr. Ratan Jindal 31,560 0.06 30. Renuka Financial Services Ltd 1,000 0.00 31. S K Jindal and Sons HUF 4,320 0.01 32. Mr. Sajjan Jindal 15,240 0.03 33. Ms. Sangita Jindal 10,800 0.02 34. Sarmento Holdings Limited 3,63,000 0.66 35. Ms. Savitri Devi Jindal 20,760 0.04 36. Ms. Sminu Jindal 3,000 0.01 37. Stainless Investments Limited 37,022 0.07 38. Sun Investments Limited 6,28,078 1.14 39. Ms. Tanvi Jindal 6,000 0.01 40. Ms. Tarini Jindal 6,000 0.01 41. Templar Investments Limited 3,71,300 0.67 42. Ms. Tripti Jindal 3,000 0.01 43. Ms. Urvi Jindal 6,000 0.01 44. Vivasa Investments Limited 3,75,700 0.68 45. Vrindavan Services Private Limited 5,000 0.01

Total 2,54,13,897 46.01

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8) Details of shares of the Company which are pledged or otherwise encumbered by the Promoter and Promoter Group of the Company. Name of the shareholder No. pledged or

encumbered Shares pledged as a % of total no. of shares

Everplus Securities and Finance Limited

20,000 0.04

9) Details of lock-in shares of the Promoter and Promoter Group of the Company

Name of the shareholder No. locked-in Shares as a % of

total no. of shares Anbeeco Investments Limited 26,00,897 4.71

10) The list of top 10 shareholders of the Company and the number of equity shares held by them:

Top ten shareholders as on November 24, 2011:

Sr. No.

Shareholders Name No. of Shares % of Issued Capital

1 Nalwa Sons Investments Limited 1,07,10,000 19.38 2 Sigmatech Inc. 60,24,000 10.90 3 Anbeeco Investments Limited 26,00,897 4.71 4 Reliance Capital Trustee Company

Limited A/C Reliance Growth Fund 28,38,073 5.14

5 Tiger Global Mauritius Fund 25,96,400 4.70 6 Jindal Equipment Leasing And

Consultancy Services Limited 23,28,000

4.21 7 Cresta Fund Ltd 22,73,449 4.12 8 Colarado Trading Co Ltd 16,93,500 3.07 9 Valiant Mauritius Partners Limited 17,88,993 3.24 10 Mansarover Investments Limited 12,89,900 2.33

11) The Company, its directors, its promoters have not entered into any buy-back, standby or

similar arrangements to purchase equity shares of the Company from any person.

12) There will be no further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from the date of approval of the Scheme by the High Court till listing of the Equity Shares at the designated stock exchange allotted as per the Scheme.

13) There shall be only one denomination for the equity shares of the Company, subject to

applicable regulations and Company shall comply with such disclosure and accounting norms specified by SEBI, from time to time.

14) The Company has 33,543 members as on the Record Date.

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OBJECTS AND RATIONALE OF THE SCHEME 1. Jindal Saw is engaged in primarily three distinct and diverse business activities, namely:

Business of manufacturing of large diameter pipes and coating of pipes, seamless tubes, and Ductile Iron (DI) pipes (“Pipe Manufacturing Business”);

Business of water, waste water and solid waste management, domestic transportation

and logistics and transportation equipment fabrication as well as steel strip rolling business (“Other Manufacturing and Infrastructure Management Business”); and

Investments in shares and other securities of group companies and granting of loans

and advances to group companies (“Investment Business”)

The above business activities are either carried out by Jindal Saw directly and / or through Jindal Saw’s subsidiaries. The Pipe Manufacturing Business and Other Manufacturing and Infrastructure Management Businesses are collectively referred to as the core business activities of Jindal Saw.

2. Each of the activities carried out by Jindal Saw is distinct and diverse in its business characteristics, growth trajectories, risk profiles and require entirely different approaches. With the end and intent of realigning the business operations undertaken by Jindal Saw, it was proposed to transfer and vest the Investment Business in Hexa Tradex Limited, through the Scheme, of Arrangement and Demerger in accordance with Sections 391 to 394 of the Companies Act, 1956, resulting in Jindal Saw (Residual) engaged purely in the management and development of the Core Business.

3. The demerger will be in the larger interest of the shareholders, creditors and employees of

Jindal Saw and shall be in the interest of future growth of Hexa Tradex Limited. 4. The benefits of the demerger for Jindal Saw Limited and Hexa Tradex Limited are :

(a) the demerger will enable Jindal Saw to focus and enhance its remaining business operations by streamlining operations and cutting costs;

(b) the demerger will enable the better and more efficient management, control and running

of the Investment Undertaking and the Core Business; (c) the demerger is in the interest of shareholders of Jindal Saw and will enable both Jindal

Saw and Hexa Tradex Limited to achieve and fulfill their objectives more efficiently and offer opportunities to the management of both the companies to vigorously pursue growth and expansion opportunities;

(d) the demerger will enable investors to separately hold investments which best suit their

investment strategies and risk profiles; and (e) the demerger of Investment Undertaking would result in issuance of equity shares to the

shareholders of Jindal Saw by Hexa Tradex Limited, thereby, resulting in unlocking and maximizing shareholder value.

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SALIENT FEATURES OF THE SCHEME Demerger of the Investment Undertaking into Hexa Tradex Limited 1) With effect from the Appointed Date (i.e. January 1, 2011), the Investment Business

including all assets and liabilities and permanent employees (“Investment Undertaking”) of Jindal Saw stand demerged and transferred to and vested in Hexa Tradex Limited on a going concern basis pursuant to Scheme of Arrangement and Demerger in accordance with Sections 391 to 394 of the Companies Act, 1956.

2) Provisions have also been made in the Scheme for transfer of all employees, of Jindal Saw Limited engaged in or in relation to Investment Undertaking as on the Effective Date to Hexa Tradex Limited on terms and conditions not less favourable than those on which they are engaged in Investment Undertaking and without any interruption of service.

3) Hexa Tradex Limited shall, in consideration of the transfer of the Investment Undertaking,

issue and allot to the equity shareholders of Jindal Saw as on the Record Date, 1 equity share of face value of Rs. 2/- (credited as fully paid-up) for every 5 fully paid-up equity shares of Rs. 2/- each held by them in Jindal Saw as on the Record Date.

4) The initial issued and paid up equity share capital of Hexa Tradex Limited, comprising of

2,50,000 equity shares of Rs. 2/- each, aggregating to Rs. 5,00,000/-, as held by Jindal Saw and its nominees shall be cancelled.

5) The shareholding pattern of the Hexa Tradex Limited pursuant to the proposed demerger of

the Demerged Undertaking would be the mirror image of the existing shareholding pattern of Jindal Saw (pre-demerger) as the new shares of Hexa Tradex Limited would be issued to the existing shareholders of Jindal Saw in proportion to their shareholding in Jindal Saw.

6) In the event the allotment of equity shares, results in fractional entitlements, the Board of

Directors of the Hexa Tradex Limited shall consolidate all such fractional entitlements and thereupon issue and allot whole equity shares in lieu thereof to the Company Secretary of Hexa Tradex Limited, who shall hold such equity shares, in trust on behalf of the shareholders entitled to fractional entitlements, with the express understanding that the Company Secretary shall sell the same at such time, at such price or the prices and to such person or persons as he may deem fit and the net sale proceeds shall be paid to Hexa Tradex Limited whereupon the Hexa Tradex Limited shall distribute such net sale proceeds to the shareholders in proportion to their respective fractional entitlements.

7) The equity shares to be issued by Hexa Tradex Limited in respect of the equity shares of

Jindal Saw which are held in abeyance shall also be kept in abeyance. The equity shares to be issued by Jindal Saw in respect of shares held in abeyance shall be dealt by Hexa Tradex Limited based on information periodically provided by Jindal Saw. The equity shares to be issued by Hexa Tradex Limited pursuant to this Scheme in respect of the shares of Jindal Saw, which are forfeited shall also be kept in abeyance and dealt with by Hexa Tradex Limited based on information periodically provided by Jindal Saw.

8) All equity shares in Hexa Tradex Limited to be issued to the shareholders of Jindal Saw

pursuant to this Scheme shall rank pari passu in all respects to the existing equity shares of the Hexa Tradex Limited. Further such equity shares shall pursuant to circular issued by the Securities Exchange Board of India (SEBI) on September 3, 2009 bearing No.SEBI/CFD/SCRR/01/2009/03/09 and subject to compliance with requisite formalities be listed and/or admitted to trading on the relevant stock exchange(s) where the existing Equity Shares of Jindal Saw are listed and/or admitted to trading.

9) Each equity shareholder of Jindal Saw shall have the option, to be exercised by way of

giving a notice to Hexa Tradex Limited, on or before such date, as may be determined by the Board of Directors of Hexa Tradex Limited, to receive the equity shares of Hexa Tradex Limited, either in certificate form or in dematerialized form. In the event that such notice has not been received by Hexa Tradex Limited in respect of any shareholder of Jindal Saw by the specified date or in the event of such a notice being incomplete, the shareholders of Jindal Saw who hold their equity shares in

37

dematerialized form shall be issued equity shares of Hexa Tradex Limited in dematerialized form as per the records maintained by the Depositories as on the Record Date and those who hold shares in physical form shall be issued physical certificates.

10) The equity shares in Hexa Tradex Limited allotted pursuant to the Scheme shall remain

frozen in the depositories system till listing/trading permission is given by the designated stock exchange.

11) Till listing of the equity shares of Hexa Tradex Limited, issued pursuant to this Scheme,

there shall be no change in the pre-arrangement capital structure and shareholding pattern or control in Hexa Tradex Limited which may affect the status of the approval of the stock exchanges to this Scheme.

Sequence of events of Scheme of Arrangement: 1. Board of directors approved the Scheme of Arrangement at its Meeting held on

November 8, 2010.

2. Application under Sections 391(1) and 393 of the Companies Act, 1956 filed with the Hon’ble High court at Allahabad on February 10, 2011 for the following: a) Convening meetings of Equity Shareholders and secured and unsecured creditors

Jindal Saw Limited b) Dispensing with the meetings of Equity Shareholders, Secured and Unsecured

Creditors of Hexa Tradex Limited.

3. The Hon’ble High Court issued its order on February18, 2011 for the following: a) Convening meetings of Equity Shareholders, Secured and Unsecured Creditors of

Jindal Saw Limited. b) Dispensing for Convening of meetings of Equity Shareholders, Secured and

Unsecured Creditors of Hexa Tradex Limited.

4. Jindal Saw Limited held shareholders meeting on April 8, 2011, secured creditors meeting on April 9, 2011 and unsecured creditors meeting on April 10, 2011. Scheme of Arrangement approved by requisite majority at the meeting.

5. Hexa Tradex Limited filed the consequential petition for sanction of the Scheme by the High Court under Sections 391(2) and 394 of the Companies Act, 1956 on April 21, 2011.

6. The Court admitted the petition on April 22, 2011 and issued orders for giving notice to the Regional director, publishing advertisement of notice of hearing in the newspapers and fixing the matter for final hearing on July 7, 2011.

7. The Scheme of Arrangement sanctioned by the Hon'ble High Court of Judicature of Allahabad vide order dated September 19, 2011.

8. The certified true copy of the final order of the High Court of Allahabad was received on

October 11, 2011.

9. The certified copies of the order filed with ROC Uttar Pradesh on November 5, 2011 i.e. the Effective Date of the Scheme. Upon filing of such certified copies, the Scheme comes into effect and the Investment Division of Jindal Saw Limited stands transferred to Hexa Tradex from the Appointed Date, i.e. 1st January 2011.

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STATEMENT OF TAX BENEFITS

To, The Board of Directors Hexa Tradex Limited Jindal Centre 12, Bhikaji Cama Place New Delhi 110066 Dear Sirs, Statement of Possible Tax Benefits available to Hexa Tradex Limited and its shareholders A. BENEFITS UNDER THE INCOME TAX ACT (IT ACT), 1961 (i) SPECIAL TAX BENEFITS 1. SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY 2. SPECIAL TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS OF THE COMPANY 1. To the Company General Tax Benefits a) Under section 10(34) of the IT Act, any income by way of dividends referred to in Section 115O

received on the shares of any company is exempt from tax. b) Under Section 32 of the IT Act, the Company can claim depreciation allowance at the

prescribed rates on tangible assets such as building, plant and machinery, furniture and fixtures, etc. and intangible assets such as patent, trademark, copyright, know-how, licenses, etc. if acquired after March 31, 1998.

c) In terms of sub section (2) of 32 of the IT Act, the company is entitled to carry forward and set

off the unabsorbed depreciation arising due to absence / insufficiency of profits or gains chargeable for the previous year. The amount is allowed to be carried forward and set off for the succeeding previous years until the amount is exhausted without any time limit. d) Under Section 35D of the IT Act, the Company will be entitled to a deduction equal to 1/5th of the expenditure incurred of the nature specified in the said section, by way of amortization over a period of 5 successive years, beginning with the previous year in which the public issue is subscribed, subject to the stipulated limits.

e) As per provisions of section 72 of the IT Act, the company is entitled to carry forward business

losses for a period of 8 consecutive assessment years commencing from the assessment year when the losses were first computed and set off such losses from income chargeable under the head “Profits and gains from business or profession”.

f) Under Section 10(38) of the IT Act, long term capital gain arising to the company from transfer

of a long term capital asset being an equity share in the company (i.e. capital asset held for the period of more than twelve months) entered into in a recognized stock exchange in India and being such a transaction, which is chargeable to Securities Transaction Tax, shall be exempt from tax. However, as per Finance Act 2006 long term capital gains of a company shall be taken into account in computing tax payable under section 115JB.

g) Under Section 112 of the IT Act and other relevant provisions of the Act, long term capital gains

[not covered under Section 10(38) of the IT Act] arising on transfer of shares in the Company, if shares are held for a period exceeding 12 months, shall be taxed at a rate of 20% (plus applicable surcharge and educational cess on income tax) after indexation as provided in the second proviso to Section 48 or at 10% (plus applicable surcharge and educational cess on income-tax) (without indexation), at the option of the Company. h) Under section 48 of the IT

39

Act, 1961, if any shares or units of mutual fund specified under clause (23D) of section 10 are sold by the Company after being held for more than twelve months, the gains (in cases not covered under section 10 (38) of the IT Act) if any will be treated as long term capital gains and the gains shall be calculated by deducting from the gross consideration, the indexed cost of acquisition. i) As per the provisions of section 24(a) of the IT Act, the company is eligible for deduction of thirty percent of the annual value of the property (i.e. annual rent received or receivable on property or any part of the property which is let out) in computing the income from house property.

j) As per the provisions of section 24(b) of the IT Act, where the property has been acquired,

constructed, repaired, renewed or reconstructed with borrowed capital, the amount of interest payable on such capital shall be allowed as a deduction in computing the income from house property. In respect of property acquired or constructed with borrowed capital, the amount of interest payable for the period prior to the year in which the property has been acquired or constructed shall be allowed as deduction in computing the income from house property in five equal installments beginning with the year of acquisition or construction.

k) Under Section 54EC of the IT Act, capital gain arising from transfer of long term capital assets

[other than those exempt u/s 10(38)] shall be exempt from tax, subject to the conditions and to the extent specified therein, if the capital gain is invested within a period of six months from the date of transfer, subject to maximum limit of Rs. Fifty Lacs during any financial year if the investment is made on or after 1st April 2007, in the bonds redeemable after three years and issued by –

(i) National Highways Authority of India (“NHAI”) constituted under Section 3 of National

Highways Authority of India Act, 1988 and notified by the Central Government in the Official Gazette for the purpose of this section;

(ii) Rural Electrification Corporation Limited (“RECL”), a company formed and registered

under the Companies Act, 1956 and notified by the Central Government in the Official Gazette for the purpose of this section; If only part of the capital gain is so reinvested, the exemption shall be proportionately reduced. However, the amount so exempted shall be chargeable to tax subsequently, if such bonds are transferred or converted into money within three years from the date of their acquisition.

l) Where the income arising from taxable securities transactions entered into in the course of

business and such taxable securities transactions are included in the income computed under the head “Profits and gains from business and profession” the securities transaction tax paid on such transactions will be allowed as deduction from income under the head “Profits and gains of business or profession” under clause (xv) to sub section (1) of section 36 of the IT Act.

m) Under section 115JAA of IT Act, credit is allowed of the amount of tax paid under section

115JB (1) of IT Act (i.e. Minimum Alternate Tax, MAT) in excess of tax calculated under normal provisions of the IT Act. Such credit can be availed of in subsequent years in which the tax as per normal provisions exceed tax as per MAT provisions (115JB), subject to, maximum being the difference between tax as per normal provisions and tax as per MAT provisions of such year. The unutilized credit shall be allowed to be carried forward till tenth assessment year immediately succeeding the assessment year in which tax credit becomes allowable.

2. To the Members of the Company 2.1 Resident Shareholders a) Under Section 10(34) of the IT Act, income earned by way of dividend from domestic company

referred to in Section 115-O of the Act is exempt from income-tax in the hands of the shareholders.

b) Under Section 10(38) of the IT Act, long term capital gain arising to the shareholder from

transfer of a long term capital asset being an equity share in the company (i.e. capital asset held for the period of more than twelve months) entered into in a recognized stock exchange in India and being such a transaction, which is chargeable to Securities Transaction Tax, shall be exempt from tax.

40

c) Under Section 111A of the IT Act, capital gains arising from transfer of short term capital assets, being an equity share in a company which is subject to Securities Transaction Tax, will be taxable under the Act @ 15% (Plus applicable surcharge and educational cess. However, w.e.f A.Y 2010-11 surcharge is now applicable only on corporate entities and not on individuals, HUFs etc).

d) Under Section 112 of the IT Act and other relevant provisions of the Act, long term capital gains

[not covered under Section 10(38) of the IT Act] arising on transfer of shares in the Company, if shares are held for a period exceeding 12 months, shall be taxed at a rate of 20% (plus applicable surcharge and educational cess on incometax*) after indexation as provided in the second proviso to Section 48 or at 10% (plus applicable surcharge and educational cess on income-tax *) (without indexation), at the option of the Shareholders. * W.e.f A.Y 2010-11 surcharge is now applicable only on corporate entities and not on individuals, HUFs etc.

e) Under section 48 of the Income Tax, 1961, if any shares or units of mutual fund specified under

clause (23D) of section 10 are sold by the shareholder after being held for more than twelve months, the gains (in cases not covered under section 10 (38) of the IT Act) if any will be treated as long term capital gains and the gains shall be calculated by deducting from the gross consideration, the indexed cost of acquisition.

f) Where the income arising from taxable securities transactions entered into in the course of

business and such taxable securities transactions are included in the income computed under the head “Profits and gains from business and profession” the securities transaction tax paid on such transactions will be allowed as deduction from income under the head “Profits and gains of business or profession” under clause (xv) to sub section (1) of section 36 of the IT Act.

2.2 Non Resident Shareholders/ Non- Resident Indian Shareholders (other than Foreign

Institutional Investors and Foreign Venture Capital Investors) a) By virtue of Section 10(34) of the IT Act, income earned by way of dividend income from a

domestic company referred to in Section 115-O of the Act, is exempt from tax in the hands of the recipients.

b) Under Section 10(38) of the IT Act, long term capital gain arising to the shareholder from

transfer of a long term capital asset being an equity share in the company or unit of an equity oriented mutual fund (i.e. capital asset held for the period of more than twelve months) entered into in a recognized stock exchange in India and being such a transaction, which is chargeable to Securities Transaction Tax, shall be exempt from tax.

c) Under the first proviso to section 48 of the IT 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. Cost indexation benefits will not be available in such a case.

d) Under Section 111A of the IT Act, capital gains arising from transfer of short term capital

assets, being an equity share in a company which is subject to Securities Transaction Tax will be taxable under the IT Act @ 15% (plus applicable surcharge and educational cess *). * W.e.f A.Y 2010-11 surcharge is now applicable only on corporate entities (including

foreign companies) and not on individuals, HUFs etc. e) Under Section 112 of the IT Act , long term capital gains [not covered under Section 10(38) of

the IT Act] would be subject to tax at the rate of 20 percent (plus applicable surcharge and education cess *). However, as per the proviso to Section 112 (1), if the tax on long term capital gains resulting on transfer of listed securities or units, calculated at the rate of 20 percent with indexation benefit exceeds the tax on such gains computed at the rate of 10 percent without indexation benefit, then such gains are chargeable to tax at a concessional rate of 10 percent (plus applicable surcharge and education cess *). * W.e.f A.Y 2010-11 surcharge is now applicable only on corporate entities (including

foreign companies) and not on individuals, HUFs etc. f) Where the income arising from taxable securities transactions entered into in the course of

business and such taxable securities transactions are included in the income computed under the head “Profits and gains from business and profession” the securities transaction tax paid on

41

such transactions will be allowed as deduction from income under the head “Profits and gains of business or profession” under clause (xv) to sub section (1) of section 36 of the IT Act.

g) Where shares of the Company have been subscribed in convertible foreign exchange, Non

Resident Indians have the option of being governed by the provisions of Chapter XII-A of the IT Act, which inter alia entitles them to the following benefits:

i. Under Section 115E of the Act, where shares in the company are subscribed for in

convertible Foreign Exchange by a non-resident Indian, capital gains arising to the non resident on transfer of shares held for a period exceeding 12 months shall [in cases not covered under Section 10(38) of the IT Act] be concessionally taxed at a flat rate of 10% (plus applicable surcharge and educational cess *) without indexation benefit but with protection against foreign exchange fluctuation under the first proviso to Section 48 of the Act. * W.e.f A.Y 2010-11 surcharge is now applicable only on corporate entities (including foreign companies) and not on individuals, HUFs etc.

ii. Under provisions of section 115F of the IT Act, long term capital gains [not covered under

section 10(38) of the Act] arising to a non-resident Indian from the transfer of shares of the company subscribed to in convertible Foreign Exchange shall be exempt from income tax if the net consideration is reinvested in specified assets within six months of the date of transfer. If only part of the net consideration is so reinvested, the exemption shall be proportionately reduced. The amount so exempted shall be chargeable to tax subsequently, if the specified assets are transferred or converted within three years from the date of their acquisition.

iii. Under provisions of Section 115-G of the IT Act, it shall not be necessary for a nonresident

Indian to furnish his return of income if his only source of income is investment income or long term capital gains or both arising out of assets acquired, purchased or subscribed in convertible foreign exchange and tax deductible at source has been deducted there from.

iv. Under Section 115-I of the IT Act, a non resident Indian may elect not to be governed by

the provisions of Chapter XII-A of the IT Act for any assessment year by furnishing his return of income under section 139 of the IT Act declaring therein that the provisions of the Chapter shall not apply to him for that assessment year and if he does so the provisions of this Chapter shall not apply to him. In such a case the tax on investment income and long term capital gains would be computed as per normal provisions of the IT Act.

h) As per section 90(2) of the IT Act, provisions of the Double taxation Avoidance Agreement

between India and the country of residence of the Non-Resident/ Non-Resident Indian would prevail over the IT Act to the extent they are more beneficial to the Non-Resident/ Non-Resident Indian.

2.3 Foreign Institutional Investors (FIIs) a) By virtue of Section 10(34) of the IT Act, income earned by way of dividend income from

another domestic company referred to in Section 115-O of the Act, are exempt from tax in the hands of the institutional investor.

b) Under Section 10(38) of the IT Act, long term capital gain arising to the shareholder from

transfer of a long term capital asset being an equity share in the company (i.e. capital asset held for the period of more than twelve months) entered into in a recognized stock exchange in India and being such a transaction, which is chargeable to Securities Transaction Tax, shall be exempt from tax.

c) Under Section 111A of the IT Act, capital gains arising from transfer of short term capital

assets, being an equity share in a company which is subject to Securities Transaction Tax will be taxable under the IT Act at the rate of 15% (plus applicable surcharge and educational cess*).

d) Under Section 115AD of the IT Act, income of FIIs arising from securities (other than income by

way of dividends referred to in section 115O of the IT Act) would be taxed at concessional rates as follows:

Nature of Income Rate of Tax (%)**

42

Income in respect of securities 20 Long term capital gains 10 Short term capital gains * 30

* However , short term capital gains referred to in section 111A shall be at the rate of 15 %** ** The above tax rates would be increased by the applicable surcharge and education cess. The benefits of indexation and foreign currency fluctuations protection as provided under section 48 of the IT Act are not available to an FII.

e) Where the income arising from taxable securities transactions entered into in the course of

business and such taxable securities transactions are included in the income computed under the head “Profits and gains from business and profession” the securities transaction tax paid on such transactions will be allowed as deduction from income under the head “Profits and gains of business or profession” under clause (xv) to sub section (1) of section 36 of the IT Act.

f) As per section 90(2) of the IT Act, provisions of the Double taxation Avoidance Agreement

between India and the country of residence of the Non-Resident/ Non-Resident Indian would prevail over the IT Act to the extent they are more beneficial to the Non-Resident/ Non-Resident Indian.

2.4 Venture Capital Companies / Funds

As per the provisions of section 10(23FB) of the IT Act, income of 1) Venture Capital Company which has been granted a certificate of registration under the Securities and Exchange Board of India Act, 1992 and notified as such in the Official Gazette; and 2) Venture Capital Fund, operating under a registered trust deed or a venture capital scheme made by Unit Trust of India, which has been granted a certificate of registration under the Securities and Exchange Board of India Act, 1992 and fulfilling such conditions as may be notified in the Official Gazette, set up for raising funds for investment in a Venture Capital Undertaking, is exempt from income tax. However, income received by a person out of investment made in a venture capital company or in a venture capital fund shall be chargeable to tax in the hands of such person.

2.5 Benefits available to Mutual funds

As per the provisions of section 10(23D) of the IT Act, subject to provisions of Chapter XII - E, Mutual Funds registered under the Securities and Exchange Board of India or Mutual Funds set up by the Public Sector Banks or Public Financial Institution or authorized by the Reserve Bank of India and subject to the conditions specified therein, would be eligible for exemption from the income tax on their income, including income from investment in shares of a company.

B. BENEFITS UNDER WEALTH TAX ACT, 1957

Shares in a company held by a shareholder will not be treated as an asset within the meaning of Section 2(ea) of Wealth-tax Act, 1957; hence, wealth tax is not leviable on shares held in a company.

Notes

The above statement of Possible 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 equity shares. In view of the individual nature of the tax consequences, 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.

The above statement of Possible Direct Tax Benefits sets out the possible tax benefits available to the Company and its shareholders under the current tax laws presently in force in India. Several of these benefits are dependent on the company or its shareholders fulfilling the conditions prescribed under the relevant tax laws.

In respect to non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to any benefits available under the Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has fiscal domicile.

43

The statement of possible income tax benefits enumerated above is as per the Income Tax Act, 1961 as amended by the Finance Act, 2009.

For: A M A A & Associates Chartered Accountants Sd/- Mukesh Sharma Partner M. No. 505453 Place: New Delhi Date: July 11, 2011

44

CURRENCY OF PRESENTATION In this Information Memorandum all references to Rupees or Rs. or INR are to Indian Rupees, the official currency of the Republic of India. The words “Lakh” or “Lac” mean “100 thousand” and the word “million” means “10 Lakh” and the word “crore” means “10 million” or “100 Lakhs” and the word “billion” means “1,000 million” or “100 crores”.

45

DIVIDEND POLICY The Company does not have any formal dividend policy for the equity shares. The declaration and payment of equity dividend in a company is recommended by our Board of Directors and approved by the shareholders, at their discretion, and will depend on a number of factors, including but not limited to our profits, capital requirements and overall financial condition. The Company has not paid any dividend on its equity shares so far.

46

SECTION 4 - FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL STATEMENTS OF HEXA TRADEX LIMITED

AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF HEXA TRADEX LIMITED ON THE CONSOLIDATED FINANCIAL STATEMENTS OF HEXA TRADEX AND ITS SUBSIDIARY

To The Board of Directors Hexa Tradex Ltd A-1, UPSIDC Indl. Area, Nandgaon Road, Kosi Kalan, Mathura (U.P.) – 281403

1. We have examined the accompanying statement of Consolidated profit and loss account for the fourteen months financial period ended on 31st December’2011 being the first financial period since incorporation of the company ie.25th Oct’2010, the Consolidated statement of assets and liabilities, Significant Accounting Policies and Notes to accounts, accounting ratios, capitalization statement and cash flow statement as on that date forming part of our report (hereinafter referred as ‘ Consolidated Financial Statements’), the preparation of which are the responsibility of the company’s management, have been audited by us and made up in terms of the requirement of :

a) Paragraph B (1) of part II of schedule II to the companies Act,1956 and

b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009, as amended (the Regulations) issued by the Securities & Exchange Board of India (“SEBI”), as amended from time to time in pursuance of Section 11 of the Securities & Exchange Board of India Act, 1992.

c) Hexa Tradex Ltd, requesting us to issue a report as statutory auditors of the

company relating to the Consolidated financial information of the company forming part of the Information Memorandum being issued by the company in connection with the first time listing of -5,52,44,704/- equity shares of Rs 2 each of Hexa Tradex Ltd which comprise of equity shares pursuant to the scheme of arrangement between the company, erstwhile Jindal Saw Ltd (Investment Division) and Hexa Tradex Ltd. 650 Equity shares held in abeyance would be applied for listing as and when case is decided.

d) and consequently in accordance with the principles set out in the Accounting Standard (AS)25, interim financial reporting, issued by the Institute of Chartered Accountants of India, to the extent applicable to condensed financial statements. These financial statements, as per the said scheme, incorporates the result of Investment division of Jindal Saw Ltd transferred and vested with the company with effect from 01.01.2011 (the appointed date), business of which was carried on by Jindal Saw Ltd up to effective date i.e. 5th November, 2011 for the company.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plant and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation, we believe that our audit provides reasonable basis of our opinion.

3. We did not audit the financial statements of the subsidiary Hexa Securities & Financial Company Limited whose financial statement reflect total assets (net) as at 31st December, 2011 of Rs. 25674.42 lacs, total revenues of Rs.2027.28 lacs and net

47

cash Inflow of Rs. 29.11 lacs (before adjustments on consolidation). These financial statements have been audited by other auditors of the company whose report has been furnished to us by the management and our opinion is based solely on the report of said auditors.

4. As per the information and explanations given to us, we report as under:

The Consolidated financial statements, read together with the notes thereon of the company, for fourteen months financial period ended 31st December, 2011 audited by us, reflects true and fair view of the profit and losses, assets and liabilities and cash flow statement after making such adjustments, regroupings and disclosure as were, in our opinion, appropriate and have been prepared in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, as amended (the Regulations) issued by the SEBI, as amended from time to time in pursuance of Section 11 of the Securities & Exchange Board of India Act, 1992 and the accounting principles set out in clause 4 of Part IV of the scheme.

5. Our this report, is being provided solely for the use of Hexa Tradex Ltd, for the

purpose of inclusion in the above referred information memorandum in connection with the first time listing of its equity share of the company consequent to the scheme.

6. This report may not be used or relied upon by, or disclosed, referred to or

communicated by yourself (in whole or in part) to, any third party for any purpose other than the stated use, except with our written consent in each instance, and which consent, may be given, only after full consideration of the circumstances at that time.

For N.C. Aggarwal & Co.

Chartered Accountants Firm Registration No: 003273N

(G.K. Aggarwal)

Place: NEW DELHI Partner Dated: 24th February, 2012 M.No.: 086622

48

HEXA TRADEX LIMITED

ANNEXURE I: STATEMENT OF CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31st DECEMBER 2011 (Rs. in Lacs) PARTICULARS

PERIOD ENDED 31st

DECEMBER, 2011 INCOME

Sales of goods traded in

2.22 Interest Income ( TDS of Rs. 114.78 lacs) 1,147.79 Dividend on Long Term Investment

877.74

Miscellaneous Income

1.75

2,029.50

EXPENDITURE Goods purchased for sale

2.23 Staff Costs

47.48

Administrative expenses

28.19 Finance Expenses

43.43

Depreciation

0.04 Provision on Standard Assets

43.13

TOTAL EXPENDITURE

164.50

NET PROFIT BEFORE TAXATION AND EXTRAORDINARY ITEMS

1865.00 Provision for Income Tax

(375.10)

Provision for Deferred Tax Assets

33.73

NET PROFIT BEFORE EXTRAORDINARY ITEMS

1,523.63 Extraordinary Items

(Net of taxes)

- NET PROFIT AFTER EXTRAORDINARY ITEMS 1,523.63

Profit brought forward

- Disposable Profit

1,523.63

APPROPRIATIONS: Transfer to Statutory Reserve

321.44 Profit Carried to Balance Sheet

1,202.19

Earning Per Share (On Face Value of Rs. 2/- Each) Basic

2.76

Diluted

2.76 Significant Accounting Policies and Notes to the Accounts III As per our report of even date attached

For N.C. AGGARWAL & CO. SMINU JINDAL

RAJ KAMAL AGARWAL

Chartered Accountants Managing Director

Director Firm Registration No. 003273N

G.K. Aggarwal PRAVESH SRIVASTAVA

NEERAJ KANAGAT

Partner M. No. 086622 PLACE : New Delhi Dated : 24th February, 2012

Company Secretary

Chief Financial Officer

49

HEXA TRADEX LIMITED

ANNEXURE II: CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES AS AT 31st DECEMBER, 2011 (Rs. in Lacs)

PARTICULARS

AS AT 31st DECEMBER, 2011

A ASSETS I FIXED ASSETS

Gross Block

0.41

Less: Depreciation

0.04

Net Block

0.37

II INVESTMENTS

Quoted Shares

7,394.13

Unquoted Shares

8.30

Share Application Money (Unquoted Shares)

48.00

7,450.43

III DEFERRED TAX ASSET

33.73 IV CURRENT ASSETS, LOANS AND ADVACNES

Cash and Bank Balances

34.07

Loans And Advances

18,214.08

18,248.15

TOTAL ASSETS

25,732.68

(A=I+II+III+IV)

B LIABILITIES I UNSECURED LOANS

Intercorporate Loans

197.84

Zero Coupon Optionally Convertible Bonds

1,300.00

1,497.84

II CURRENT LIABILITIES AND PROVISIONS

Current Liabilities

1.73

Provisions

225.45

227.18

TOTAL LIABILITIES

1,725.02

NET WORTH ( A-B )

24,007.66

NET WORTH REPRESENTED BY

Share Capital *

1,104.91

Reserves and Surplus

22,902.75

24,007.66

* 5,52,45,354 Equity Shares of Rs. 2/- each (Issued on account of demerger of Investment Division of Jindal Saw Ltd in the ratio of one share of Hexa Tradex for every five shares of Jindal Saw Ltd on the record date i.e. 23rd Nov., 2011 as per shareholding pattern of Jindal Saw Limited-Refer note 12 of Annexure III)

As per our report of even date attached

For N.C. AGGARWAL & CO.

SMINU JINDAL

RAJ KAMAL AGARWAL

Chartered Accountants

Managing Director

Director

Firm Registration No. 003273N

G.K. Aggarwal

PRAVESH SRIVASTAVA

NEERAJ KANAGAT

Partner PLACE : New Delhi Dated : 24th February, 2012

Company Secretary

Chief Financial Officer

50

ANNEXURE III SINGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY; ONE DIRECT SUBSIDIARY AS ON 31st DECEMBER, 2011 1. Principles of consolidation

The consolidated financial statements relate to Hexa Tradex Limited ("the Company") and its subsidiary company (Collectively referred as the ‘Hexa Tradex Group’). The consolidated financial statements have been prepared on the following basis:-

a) The financial statements of the subsidiary company are combined on a line-by –line basis by adding together the book values of like items of assets, liabilities, income and expenses after fully eliminating intra-group balances and intra-group transaction resulting in unrealized profits or losses in accordance with Accounting Standard (AS) 21 –‘Consolidated Financial Statements’ notified by The Companies (Accounting Standards) Rules, 2006.

b) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the companies separate financial statements.

c) The subsidiary companies considered in the consolidated financial statements are:-

Name of the Company Country of Incorporat

ion

% Shareholding 31- Dec - 11

Date of Financial Statements

Subsidiary Company (Directly) Hexa Securities & Finance Company Ltd. (Referred as ‘Hexa Securities’*) *Subsidiary w.e.f. 1st January, 2011

India 100% 31-Dec-11

2. Significant Accounting Policies a) Basis of preparation of Financial Statements :

i) The Company follows mercantile system of accounting and recognizes income and expenditure on an accrual basis except in case of significant uncertainties.

ii) Financial statements are prepared under the historical cost convention. iii) Estimate and assumption used in the preparation of the financial statements are

based upon management’s evaluation of the relevant facts and circumstances as of the date of the financial statement. This may differ from the actual results at a subsequent date.

b) SALES i) Trading Sales are inclusive of Excise Duty but net of Sales Tax. ii) Revenue in respect of sale of goods is recognized either on delivery or on transfer

of signification risk and rewards of ownership of the goods.

c) FIXED ASSETS -

i) VALUATION OF FIXED ASSETS Tangible Fixed Assets are stated at cost of acquisition (net of Cenvat/ Value Added

Tax credit) inclusive of all incidental expenses related thereto. Software which is not an integral part of related hardware is classified as an intangible asset and is stated at cost.

51

ii) DEPRECIATION & AMORTIZATION Depreciation on Fixed Assets is provided on Straight Line Method at the rates

prescribed in Schedule XIV to the Companies Act, 1956, as amended up to date. Intangible fixed assets are amortized over a period of 5 years.

d) Long-term investments are stated at cost. When there is a decline other than temporary in their value, the carrying amount is reduced on an individual investment basis and decline is charged to the Profit and Loss Account. Appropriate adjustment is made in carrying cost of investment in case of subsequent rise in value of investments. Current investments are carried at lower of cost or fair market value.

e) CONTINGENT LIABILITIES Contingent liabilities are not provided for in the accounts but are separately

disclosed by way of a note.

f) EMPLOYEE BENEFITS Short term employee benefits are recognized as an expense at the undiscounted

amount in the Profit and Loss Account of the year in which the related services are rendered.

Contributions to Provident Fund, a defined contribution plan are made in accordance with the statute, and are recognized as an expense in the year in which the employees have rendered service.

The cost of providing leave encashment and gratuity, defined benefit plans are determined using the Projected Unit Credit Method, on the basis of actuarial valuations carried out by third party actuaries. Actuarial gains and losses are recognized as and when incurred.

g) TAXATION

Current tax provision is computed for Income calculated after considering allowances and exemptions under the provisions of the applicable Income Tax Laws.

Deferred tax is accounted at the current rate of tax to the extent of temporary timing differences that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets in respect of carried forward losses is recognized if there is virtual certainty supported by convincing evidence that there will be sufficient future taxable income available to realise such losses.

3 Contingent Liabilities

Hexa Securities has pledged 4927470 No. of shares of JSL Stainless Limited of Rs.3535 lacs (Market value) with bank for loan taken by other body corporate.

Outstanding Letter of Credit is Rs.158.20 Lacs as on 31.12.2011.

4 Zero Coupon 1300000 Optionally Convertible Bonds ( Bond) of Rs. 100 each aggregating of Rs. 1300 lacs issued by Hexa Securities on 01.10.2005 have an option to convert each bond into one equity share of Rs. 10 each of Hexa Securities at the rate of Rs. 80 per equity share after 7 years i.e. 01.10.2012.

5 The Company and its subsidiary operates in single reportable primary segment i.e.

investment and finance. 6 Loans & advances given includes Rs. 17250.79 lacs which are repayable on

demand. Some of these companies are having accumulated losses. The management is confident of recovering the same as and when recalled and hence amount outstanding have been considered good and recoverable.

7 In opinion of the board, Loans & advances have a realisable value, in the ordinary course of business at least equal to the amount at which they are stated.

52

8 The Company has taken interest free unsecured demand loan from promoter company, the outstanding amount of loan as on 31st December, 2011 is Rs. 197.84 lacs.

9 (a) In Hexa Securities Provision for standard assets is made at 0.25 percent of outstanding standard assets as at 31st December,2011 in terms of Notification DNBS 223/CGM ( US)-2011 dated 17-01-2011 issued by Reserve Bank of India.

(b) Detail of Provision for Non-Performing Assets :

Rs. In lacs

Opening Balance 58.62 Add: Provision made during the period - Closing Balance 58.62

10 (a) Aggregate Book value of Quoted Investment is Rs. 7394.13 lacs. (b) Aggregate Book value of Un-Quoted Investment is Rs. 56.30 lacs. (c) Aggregate Market value of Quoted share is Rs. 195846.94 lacs.

11 Related Parties Transactions

A List of Related Parties & Relationship (As required by AS - 18)

a) Key Management Personnel 1 Ms. Sminu Jindal Managing Director 2 Mr. Neeraj Kanagat Chief Financial Officer

b) Enterprises where key management personnel exercise significant influence.

B Jindal Saw Limited Transactions (Rs. in Lacs)

Description

Key Management Personnel and their relatives

Enterprises where key management

personnel exercise significant influence

Total

Transactions

Remuneration Paid -- Neeraj Kanagat 26.03 - 26.03 Loan Taken 1256.84 1,256.84 Loan repaid 1059.00 1,059.00 Loan outstanding as at 31.12.2011 197.84 197.84

12. In terms of the Scheme of Arrangement and Demerger (Scheme) with Jindal Saw Limited (JSL)

for demerger of Investment Undertaking of the JSL and as per the Order of the Hon’ble High Court of Judicature at Allahabad dated September 19, 2011 which has been filed with the Registrar of Companies, Uttar Pradesh on 5th November, 2011, Investment Undertaking of the JSL stands demerged with the Company w.e.f. 1st January, 2011, the appointed date. The assets and liabilities transferred as per the Scheme is as under:-

PARTICULARS Rs. In Lacs Investment 2558.91 Loan to Subsidiary 19272.91 Advance Recoverable 1.37 Total 21833.19 Less: Current Liabilities and Provisions 2.25 Net Assets (A) 21830.94 Less: Equity shares issued to the shareholders of JSL (B) 1104.91 Amount representing the surplus of assets and liabilities of the demerged Undertaking over the aggregate face value of the share capital issued credited to Capital Reserve as per Scheme (A)-(B)

20726.03

Securities Premium Account 19697.04 Capital Reserve 1028.99 Total 20726.03

53

Further as per Scheme, existing capital of the Company of Rs 5 lacs stands cancelled and is credited to Capital Reserve. As per the Scheme, the Company has allotted to the equity shareholders of Jindal Saw Ltd. 1 (one) equity share of face value of Rs. 2/- (credited as fully paid-up) for every 5 (five) fully paid-up equity shares of Rs. 2/- each held by them in Jindal Saw Ltd. as on the Record Date i.e. 23rd November, 2011.Accordingly, the paid up capital of the company is 55245354 equity shares of Rs 2/- each amounting to Rs. 1104.91 lacs. No of shares issued to shareholders of Jindal Saw Limited has been taken based on the Paid-up Capital base of the Jindal Saw Limited for the purpose of this balance sheet.

13. Additional Information Pursuant to Paragraph 3 & 4 of Part-II of the Schedule VI of the

Companies Act. Opening Stock

Nil

Closing Stock Nil Purchase during the year 2410 KG of Steel Sheets and 12 Pcs of steel plates for Rs 2.23 Lacs Sales during the year 2410 KG of Steel Sheets and 12 Pcs of steel plates for Rs 2.22 Lacs Authorised share capital of the company is Rs.1500 lacs consisting of 75000000 equity shares of Rs.2/- each.

Profit and loss account has been prepared from the date of incorporation i.e. from 25th October, 2010 to 31st December, 2011. The financial statements have been prepared for the purpose of Information Memorandum to be circulated to the shareholders as per Issue of Capital & Disclosure Requirements Regulation, 2009.

As per our report of even date attached

For N.C. AGGARWAL & CO.

SMINU JINDAL

RAJ KAMAL AGARWAL Chartered Accountants

Managing Director

Director

Firm Registration No. 003273N

G.K. Aggarwal

PRAVESH SRIVASTAVA

NEERAJ KANAGAT

PARTNER

Company Secretary

CHIEF FINANCIAL OFFICER

PLACE : NEW DELHI Dated : 24th February, 2012

54

HEXA TRADEX LIMITED

ANNEXURE IV : STATEMENT OF ACCOUNTING RATIOS BASED ON CONSOLIDATED FINANCIALS

PARTICULARS AS AT 31st DECEMBER, 2011

EARNING / ( LOSS ) PER SHARE

Basic

2.76 Diluted

2.76

WEIGHTED AVG. NUMBER OF SHARE USED FOR CALCULATING

Basic

5,52,45,354

Diluted

5,52,45,354

RETURN ON NET WORTH ( % )

6.78%

NET ASSETS VALUE PER SHARE ( Rs.)

43.46

NOTES :

1. The above ratio have been calculated on the basis of Summary Statement of Profit and Loss Account ( Annexure - I ) & Summary of Assets and Liabilities ( Annexure - II).

2. Net Assets Value per share is calculated at as Net Worth at the end of the financial period divided by the number of equity share at the end of the financial period.

3. Return on Net Worth (%) is calculated as Net Profit / ( Loss) after tax at the end of the financial period divided by net worth at the end of the financial period.

As per our report of even date attached

For N.C. AGGARWAL & CO.

SMINU JINDAL

RAJ KAMAL AGARWAL Chartered Accountants

Managing Director

Director

Firm Registration No. 003273N

G.K. Aggarwal

PRAVESH SRIVASTAVA

NEERAJ KANAGAT

PARTNER

Company Secretary

CHIEF FINANCIAL OFFICER

PLACE : NEW DELHI Dated : 24th February, 2012

55

HEXA TRADEX LIMITED

ANNEXURE V : CONSOLIDATED CAPITALIZATION STATEMENT

( Rs. in Lacs)

PARTICULARS

AS AT 31st DECEMBER, 2011

DEBT Short Term Debt

197.84 Long Term Debt

1,300.00

TOTAL DEBT

1,497.84

SHAREHOLDER'S FUNDS

Share Capital

1,104.91

Reserve & Surplus

2,902.75 TOTAL SHAREHOLDER'S FUNDS

24,007.66

LONG TERM DEBT / SHAREHOLDER'S FUNDS ( In Times)

0.05

As per our report of even date attached

For N.C. AGGARWAL & CO.

SMINU JINDAL

RAJ KAMAL AGARWAL Chartered Accountants

Managing Director

Director

Firm Registration No. 003273N

G.K. Aggarwal

PRAVESH SRIVASTAVA

NEERAJ KANAGAT

PARTNER

Company Secretary

CHIEF FINANCIAL OFFICER

PLACE : NEW DELHI Dated : 24th February, 2012

56

HEXA TRADEX LIMITED

ANNEXURE VI : CONSOLIDATED CASH FLOW STATEMENT

Rs. In Lacs

Particulars Period Ended

31st December, 2011

Cash outflows from operating activities

(109.02)

Cash outflows from investing activities

(0.41)

Cash inflows from financing activities

142.83 Net increase/(decrease) in cash and cash equivalents

33.40

Cash and cash equivalents at beginning of period

- Cash and Cash Equivalent of new subsidiary on the date of becoming Subsidiary 0.67

Cash and cash equivalents at end of period

34.07

The above cash flow is cash neutral.

Note: Assets and liabilities (other than cash) acquired from Investment Division from Jindal Saw Limited under demerger scheme has not been considered.

As per our report of even date attached

For N.C. AGGARWAL & CO.

SMINU JINDAL

RAJ KAMAL AGARWAL Chartered Accountants

Managing Director

Director

Firm Registration No. 003273N

G.K. Aggarwal

PRAVESH SRIVASTAVA

NEERAJ KANAGAT

PARTNER

Company Secretary

CHIEF FINANCIAL OFFICER

PLACE : NEW DELHI Dated : 24th February, 2012

57

B. STANDALONE FINANCIAL STATEMENTS OF HEXA TRADEX LIMITED

REPORT OF THE AUDITOR ON FINANCIAL INFORMATION To The Board of Directors Hexa Tradex Ltd A-1, UPSIDC Indl. Area, Nandgaon Road, Kosi Kalan, Mathura (U.P.) – 281403 1. We have examined the accompanying statement of profit and loss for the fourteen

months financial period ended as on 31st December,2011 being the first financial period since incorporation of the company ie.25th Oct’2010, the statement of assets and liabilities, Significant Accounting Policies and Notes to accounts, accounting ratios, capitalization statement and Cash Flow Statement as on that date forming part of our report (hereinafter referred as ‘Financial Statements’), the preparation of which are the responsibility of the company’s management, have been audited by us and made up in terms of the requirement of :

a) Paragraph B (1) of part II of schedule II to the companies Act,1956 and

b) Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations 2009, as amended (the Regulations) issued by the Securities & Exchange Board of India (“SEBI”), as amended from time to time in pursuance of Section 11 of the Securities & Exchange Board of India Act, 1992.

c) Hexa Tradex Ltd, requesting us to issue a report as statutory auditors of the company relating to the financial information of the company forming part of the Information Memorandum being issued by the company in connection with the first time listing of -5,52,44,704/- equity shares of Rs 2 each of Hexa Tradex Ltd which comprise of equity shares pursuant to the scheme of arrangement between the company, erstwhile Jindal Saw Ltd (Investment Division) and Hexa Tradex Ltd. 650 Equity shares held in abeyance would be applied for listing as and when case is decided.

d) and consequently in accordance with the principles set out in the Accounting

Standard (AS)25, interim financial reporting, issued by the Institute of Chartered Accountants of India, to the extent applicable to condensed financial statements. These financial statements, as per the said scheme, incorporates the result of Investment division of Jindal Saw Ltd transferred and vested with the company with effect from 01.01.2011 (the appointed date), business of which was carried on by Jindal Saw Ltd up to effective date i.e. 5th November, 2011 for the company.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plant and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation, we believe that our audit provides reasonable basis of our opinion.

3. As per the information and explanations given to us, we report as under:

The financial statements, read together with the notes thereon of the company, for fourteen months financial period ended 31st December,2011 audited by us, reflects true and fair view of the profit and loss, assets and liabilities and cash flow statement. after making such adjustments, regroupings and disclosure as were, in our opinion, appropriate and have been prepared in accordance with the SEBI (Issue

58

of Capital and Disclosure Requirements) Regulations 2009, as amended (the Regulations) issued by the SEBI, as amended from time to time in pursuance of Section 11 of the Securities & Exchange Board of India Act, 1992 and the accounting principles set out in clause 4 of Part IV of the scheme.

4. Our this report, is being provided solely for the use of Hexa Tradex Ltd, for the

purpose of inclusion in the above referred information memorandum in connection with the first time listing of its equity share of the company consequent to the scheme.

5. This report may not be used or relied upon by, or disclosed, referred to or communicated by yourself (in whole or in part) to, any third party for any purpose other than the stated use, except with our written consent in each instance, and which consent, may be given, only after full consideration of the circumstances at that time.

For N.C. Aggarwal & Co. Chartered Accountants

Firm Registration No: 003273N

(G.K. Aggarwal) Place: NEW DELHI

Partner Dated: 24th February, 2012

M.No.:086622

59

HEXA TRADEX LIMITED

ANNEXURE I: STATEMENT OF PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31st DECEMBER, 2011 Rs. in Lacs

PARTICULARS

PERIOD ENDED 31st DECEMBER, 2011

INCOME Sales of goods traded in

2.22

2.22

EXPENDITURE Goods purchased for sale

2.23 Staff Costs

47.48

Administrative expenses

25.89 Finance Charges

43.43

Depreciation

0.04 Preliminary expenses writte-off

0.45

TOTAL EXPENDITURE

119.52

NET LOSS BEFORE TAXATION AND EXTRAORDINARY ITEMS

117.30 Provision for Income Tax

-

Provision for Deferred Tax

(33.73) NET LOSS BEFORE EXTRAORDINARY ITEMS

83.57

Extraordinary Items (Net of taxes)

- NET LOSS AFTER EXTRAORDINARY ITEMS CARRIED TO BALANCE SHEET 83.57

Earning Per Share ( On Face Value of Rs. 2/- Each) Basic

(0.15)

Diluted

(0.15)

Significant Accounting Policies and Notes to the Accounts III As per our report of even date attached

For N.C. AGGARWAL & CO. SMINU JINDAL

RAJ KAMAL AGARWAL

Chartered Accountants Managing Director

Director Firm Registration No. 003273N

G.K. Aggarwal PRAVESH SRIVASTAVA

NEERAJ KANAGAT

Partner M. No. 086622 PLACE : New Delhi Dated : 24th February, 2012

Company Secretary

Chief Financial Officer

60

HEXA TRADEX LIMITED ANNEXURE II: STATEMENT OF ASSETS AND LIABILITIES AS AT 31st DECEMBER, 2011

Rs. in Lacs

PARTICULARS AS AT 31st DECEMBER,2011 ASSETS

FIXED ASSETS Gross Block

0.41 Less: Depreciation

0.04

Net Block

0.37 INVESTMENTS

Quoted Shares Other than subsidiary Company

0.61 Unquoted Shares

Subsidiary Company

2,550.00 Other than subsidiary Company

8.30

2,558.91

DEFERRED TAX ASSET

33.73 CURRENT ASSETS, LOANS AND ADVANCES

Cash and Bank Balances

4.29 Loans And Advances

10.96

Loan to subsidiary compnay

19,289.02

19,304.27

TOTAL ASSETS (A)

21,897.28 (A=I+II+III+IV)

LIABILITIES UNSECURED LOANS Inter corporate Loans

137.84 CURRENT LIABILITIES AND PROVISIONS

Current Liabilities

1.32 Provisions

5.75

7.07

TOTAL LIABILITIES (B)

144.91 (B=I+II)

NET WORTH (A-B)

21,752.37 NET WORTH REPRESENTED BY

Share Capital *

1,104.91 Reserves and Surplus

20,731.03

Surplus(Deficit) in Profit and Loss Account

(83.57)

21,752.37

* 5,52,45,354 Equity Shares of Rs. 2/- Each. (Issued on account of demerger of Investment Division of Jindal Saw Ltd in the ratio of One share of Hexa Tradex for every five shares of Jindal Saw Ltd on the record date i.e. 23rd November, 2011 as per shareholding pattern of Jindal Saw Limited Refer note B(4) of Annexure III) As per our report of even date attached

For N.C. AGGARWAL & CO. SMINU JINDAL

RAJ KAMAL AGARWAL

Chartered Accountants Managing Director

Director Firm Registration No. 003273N

G.K. Aggarwal PRAVESH SRIVASTAVA

NEERAJ KANAGAT

Partner M. No. 086622 PLACE : New Delhi Dated : 24th February, 2012

Company Secretary

Chief Financial Officer

61

HEXA TRADEX LIMITED

ANNEXURE IV : STATEMENT OF ACCOUNTING RATIOS

Rs. in Lacs

PARTICULARS AS AT 31st

DECEMBER,2011

EARNING / ( LOSS ) PER SHARE Basic

(0.15)

Diluted

(0.15)

WEIGHTED AVG. NUMBER OF SHARE USED FOR CALCULATING

Basic

55245354 Diluted

55245354

Return on Net Worth ( % )

-0.39% Net Assets Value per Share

39.37

NOTES :

1. The above ratio have been calculated on the basis of Summary Statement of Profit and Loss Account (Annexure - I) & Summary of Assets and Liabilities (Annexure - II).

2. Net Assets Value per share is calculated at as Net Worth at the end of the financial period

divided by the number of equity share at the end of the financial period.

3. Return on Net Worth (%) is calculated as Net Profit / ( Loss) after tax at the end of the financial period divided by net worth at the end of the financial period.

As per our report of even date attached

For N.C. AGGARWAL & CO. SMINU JINDAL

RAJ KAMAL AGARWAL Chartered Accountants Managing Director

Director

Firm Registration No. 003273N

G.K. Aggarwal PRAVESH SRIVASTAVA

NEERAJ KANAGAT Partner M. No. 086622 PLACE : New Delhi Dated : 24th February, 2012

Company Secretary

Chief Financial Officer

62

HEXA TRADEX LIMITED

ANNEXURE V : CAPITALIZATION STATEMENT

Rs. in Lacs

PARTICULARS

AS AT 31st DECEMBER,2011

DEBT

Short Term Debt

137.84 Long Term Debt

-

Total Debt

137.84

SHAREHOLDER'S FUNDS

Share Capital

1,104.91 Reserves and Surplus

20,731.03

Less : Debit Balance Of Profit and Loss Account

83.57 TOTAL SHAREHOLDER'S FUNDS

21,752.38

LONG TERM DEBT / SHAREHOLDER'S FUNDS

0.00:1

As per our report of even date attached

For N.C. AGGARWAL & CO. SMINU JINDAL

RAJ KAMAL AGARWAL

Chartered Accountants Managing Director

Director Firm Registration No. 003273N

G.K. Aggarwal PRAVESH SRIVASTAVA

NEERAJ KANAGAT

Partner M. No.: 086622 PLACE : New Delhi Dated : 24th February, 2012

Company Secretary

Chief Financial Officer

63

HEXA TRADEX LIMITED

ANNEXURE VI : CASH FLOW STATEMENT

Rs. In Lacs

Particulars Period Ended 31st December, 2011

Cash outflows from operating activities

(138.13)

Cash outflows from investing activities

(0.41)

Cash inflows from financing activities

142.83

Net increase/(decrease) in cash and cash equivalents

4.29

Cash and cash equivalents at beginning of period

-

Cash and cash equivalents at end of period

4.29

The above cash flow is cash neutral.

Note: Assets and liabilities (other than cash) acquired from Investment Division from Jindal Saw Limited under demerger scheme has not been considered.

As per our report of even date attached

For N.C. AGGARWAL & CO. SMINU JINDAL

RAJ KAMAL AGARWAL Chartered Accountants Managing Director

Director

Firm Registration No. 003273N

G.K. Aggarwal PRAVESH SRIVASTAVA

NEERAJ KANAGAT Partner M. No. 086622 PLACE : New Delhi Dated : 24th February, 2012

Company Secretary

Chief Financial Officer

64

HEXA TRADEX LTD. ANNEXURE III: SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE ACCOUNTS (A) SIGNIFICANT ACCOUNTING POLICIES

1) Basis of preparation of Financial Statements :

i) The Company follows mercantile system of accounting and recognizes income and expenditure on an accrual basis except in case of significant uncertainties.

ii) Financial statements are prepared under the historical cost convention. iii) Estimate and assumption used in the preparation of the financial statements are

based upon management’s evaluation of the relevant facts and circumstances as of the date of the financial statement. This may differ from the actual results at a subsequent date.

2) Revenue recognition:

i) Trading Sales are inclusive of Excise Duty but net of Sales Tax. ii) Revenue in respect of sale of goods is recognized either on delivery or on

transfer of significant risk and rewards of ownership of the goods.

3) Fixed Assets & Depreciation:

i) Tangible Fixed Assets are carried at cost of acquisition inclusive of all incidental expenses related thereto.

ii) Software which is not an integral part of related hardware is classified as

intangible asset and is stated at cost. iii) Depreciation on fixed assets is provided on straight line method at the rates

prescribed in schedule XIV to the companies act, 1956 as amended up to date. iv) Intangible fixed assets are amortized over a period of 5 years. 4) Inventories:

Inventories are valued at the lower of cost and net realizable value. Cost is computed on weighted average basis.

5) Investments:

Long-term investments are stated at cost which inter-alia includes brokerage, commission, stamp duty etc. When there is a decline in their value except temporary decline, the carrying amount is reduced on an individual investment basis and decline is charged to the Profit and Loss Account. Appropriate adjustment is made in carrying cost of investment in case of subsequent rise in value of investments.

6) Retirement Benefits:

i) Short term employee benefits are recognized as an expense at the undiscounted amount in the Profit and Loss Account of the year in which the related services are rendered.

ii) Contributions to Provident Fund, a defined contribution plan are made in

65

accordance with the statute, and are recognized as an expense in the year in which the employees have rendered service.

iii) The cost of providing leave encashment and gratuity, defined benefit plans are determined using the Projected Unit Credit Method, on the basis of actuarial valuations carried out by third party actuaries at each Balance Sheet date. Actuarial gains and losses are recognized as and when incurred.

7) Taxation:

i) Current tax provision is computed for Income calculated after considering allowances and exemptions under the provisions of the applicable Income Tax Laws.

ii) Deferred tax is accounted at the current rate of tax to the extent of temporary timing differences that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets in respect of carried forward losses is recognized if there is virtual certainty supported by convincing evidence that there will be sufficient future taxable income available to realize such losses.

(B) NOTES TO ACCOUNTS:

1) CONTINGENT LIABILITIES As at 31st Dec., 2011

Letter of Credit outstanding Rs.158.20 Lacs

2) This is the first financial period of the company, hence previous year figures have not been disclosed.

3) Related Party Transactions

List of Related Parties & Relationship a) Subsidiaries:

Hexa Securities & Finance Co. Ltd b) Key Management Personnel

Ms. Sminu Jindal – Managing Director Mr. Neeraj Kanagat-CFO (Rs. in lacs)

Description Subsidiary Key Management Personnel

Loan transferred pursuant to Scheme of Arrangement and Demerger

19272.91 -

Investments transferred pursuant to Scheme of Arrangement and Demerger

2558.91 -

Loan Given after appointed date 1095.11 - Loan taken back 1079.00 - Loan outstanding at the end of the year 19289.02 - Investment outstanding at the end of the year

25500.00 -

Remuneration paid 26.03

4) In terms of the Scheme of Arrangement and Demerger (Scheme) with Jindal Saw Limited (JSL) for demerger of Investment Undertaking of the JSL and as per the Order of the Hon’ble High Court of Judicature at Allahabad dated August 29, 2011 which has been filed with the Registrar of Companies, Utter Pradesh on 5th

November 2011, Investment Undertaking of the JSL stands demerged with the Company w.e.f. Ist January, 2011, the appointed date. The assets and liabilities transferred as the Scheme is as under:-

66

Particulars Rs. In Lacs Investments 2558.91 Loans to Subsidiary 19272.91 Advance Recoverable 1.37 Total 21833.19 Less: Current Liabilities and provisions 2.25 Net Assets (A) 21830.94 Less: Equity shares to be issued to the shareholders of JSL (B) 1104.91 Amount representing the surplus of assets and liabilities of the demerged Undertaking over the aggregate face value of the share capital to be issued credited to Capital Reserve as per Scheme (A)-(B) Securities Premium account Capital Reserve

20726.03

19697.04 1028.99

Total 20726.03 Further as per Scheme, existing capital of the Company of Rs 5 lacs stands cancelled and is credited to Securities Premium.

As per the Scheme, the Company has allotted to the equity shareholders of Jindal Saw Ltd. 1 (one) equity share of face value of Rs. 2/- (credited as fully paid-up) for every 5 (five) fully paid-up equity shares of Rs. 2/- each held by them in Jindal Saw Ltd. as on the Record Date i.e. 23rd November, 2011.Accordingly, the paid up capital of the Company is 55245354 equity shares of Rs 2/- each amounting to Rs. 1104.91 lacs.

5) Employee Benefits Disclosures required under Accounting Standard 15- "Employee Benefits" (Revised 2005) I. Defined Contribution Plan: Company’s contribution to provident Fund II. Defined Contribution Plans

Current Year Previous Year

Gratuity (funded)

Leave encashment (Unfunded)

Gratuity (funded)

Leave encashment (Unfunded)

A. Actuarial Assumptions

Discount Rate (per annum) 8.25% 8.25% 8.00% 8.00%

Future salary increase 10.50% 5.00% 5.00% 5.00%

Expect return on plan assets 9.17% 0.00% 0.00% 0.00%

Mortality rate

LIC (1994-96) Ultimate

LIC (1994-96) Ultimate

LIC (1994-96) Ultimate

LIC (1994-96) Ultimate

The assumption of future salary increase takes into account the inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

Current Year Previous Year

Rs. Rs. Rs. Rs.

Gratuity (funded)

Leave encashment (Unfunded)

Gratuity (funded)

Leave encashment (Unfunded)

B. Reconciliation of present value of obligation

Present value of obligation at the beginning of the year

614,070 233,149

Current Service Cost 49,561 174,383

Interest Cost 26,098 9,909

Actuarial (gain)/ loss (60,436) (92,022)

Benefits paid - - - -

Curtailments - - - -

Settlements - - - -

Present value of obligation at the end of the year

629,293 325,419 - -

67

Gratuity (funded)

Leave encashment (Unfunded)

Gratuity (funded)

Leave encashment (Unfunded)

C. Reconciliation of fair value of plan assets

Fair value of plan assets at the beginning of the year

424,216.00 - - -

Expect return on plan assets 19,450.00 - - -

Actuarial (gain)/ loss - - - -

Contributions - - - -

Benefits paid - - - -

Assets distributed on settlement - - - -

Fair value of plan assets at end of the year

443,666 - - -

Gratuity (funded)

Leave encashment (Unfunded)

Gratuity (funded)

Leave encashment (Unfunded)

D. Net (Asset)/Liability recognised in the Balance Sheet as at year end

Present value of obligation at the end of the year

629,293 325,419 - -

Fair value of plan assets at end of the year

443,666 - - -

Net present value of unfunded obligation recognised as (asset)/liability in the Balance Sheet

185,627 325,419 - -

Gratuity (funded)

Leave encashment (Unfunded)

Gratuity (funded)

Leave encashment (Unfunded)

E. Expenses recognised in the Profit and Loss Account

Current Service Cost

49,561 174,383 - -

Interest Cost

26,098 9,909 - -

Expect return on plan assets

(19,450) - - -

Actuarial (gain)/loss recognised in the period

(60,436)

(92,022) - -

Past Service Cost - - - -

Curtailments - - - -

Settlements - - - -

Total expenses recognised in the Profit and Loss Account for the year

(4,227) 92,270 - -

Actual return on plan assets - - - -

The above disclosures are based on information certified by the independent actuary and relied upon by the auditors. Note: Above Leave encashment liability does not include short term liability of Rs. 63,897

6) a) Aggregate book value of quoted investments 0.61 lacs.

b) Aggregate book value of unquoted investments 2558.30 lacs c) Aggregate market value of quoted investments 8.17 lacs

68

7) Additional Information Pursuant to Paragraph 3 & 4 of Part-II of the Schedule VI of the Companies Act. A) Opening Stock Nil B) Closing Stock Nil C) Purchase during the year 2410 KG of Steel Sheets and 12 Pcs of

steel plates D) Sales during the year 2410 KG of Steel Sheets and 12 Pcs of

steel plates

8) The Company has taken interest free unsecured demand loan from Promoter Company, the outstanding amount of loan as on 31st December, 2011 is Rs.137.84 lacs.

9) Authorised share capital of the company is Rs.1500 lacs consisting of 75000000

equity shares of Rs.2/- each.

10) Profit and loss account has been prepared from the date of incorporation i.e from 25th October, 2010 to 31st December, 2011 for the purpose of Information Memorandum to be circulated to the shareholders as per Issue of Capital & Disclosure Requirements Regulation, 2009.

69

FINANCIAL AND OTHER INFORMATION OF COMPANIES UNDER THE SAME MANAGEMENT

Apart from Jindal Saw Limited, our Promoter, the following companies form part of our promoter group entities (O.P Jindal Group) 1. Jindal ITF Ltd. 2. IUP Jindal Metals & Alloys Ltd. 3. S. V. Trading Ltd. 4. Jindal Saw Holdings FZE 5. Jindal Fittings Ltd. 6. Quality Iron and Steel Ltd. 7. Jindal Intellicom Ltd. 8. Intellicom Insurance Advisors Ltd. 9. JITF Water Infrastructure Ltd. 10. JITF Water Infra (Naya Raipur) Ltd. 11. JITF ESIPL CETP (Sitaganj) Ltd. 12. Jindal ITF Kobelco Eco Limited 13. JITF Urban Infrastructure Ltd. 14. Timarpur-Okhla Waste Management Co. Pvt. Ltd. 15. JITF Shipyards Ltd. 16. Jindal Rail Infrastructure Ltd. 17. JITF Waterways Ltd. 18. JITF Infralogistics Ltd. 19. JITF Urban Infrastructure Services Ltd. 20. Jindal Saw USA LLC 21. Jindal Saw Middle East FZC 22. Ralael Holdings Ltd. 23. Jindal Saw Italia 24. Nalwa Sons Investments Ltd. 25. JITF Manila Water Development Co. Ltd. 26. Jindal Saw Gulf LLC 27. Abhinandan Investment Ltd 28. Brahmputra Capital & Financial Ser.Ltd. 29. Colorado Trading Co Ltd 30. Ever Plus Securities & Finance Limited 31. Goswamis Credits & Investment Limited 32. Jindal Equipment Leasing & Con. Ser. Ltd 33. Jindal Holdings Limited 34. Jindal Seamless Tubes Ltd. 35. Manjula Finances Limited 36. Mansarover Investments Ltd 37. Nalwa Engineering Co Ltd 38. Nalwa Investment Ltd 39. Renuka Financial Services Limited 40. Rohit Towers Building Ltd 41. Stainless Investments ltd 42. Hisar Fincap Pvt. Ltd. 43. Jindal Mansarover Investment Pvt. Ltd. 44. Jindal Southwest Finance Inv.Pvt.Ltd. 45. Stainless Finance & Investment Pvt. Ltd. 46. Sun Fintrade Pvt. Ltd. 47. OPJ Investment & Holding Ltd. 48. Jindal Synergy Investment Ltd. 49. Nalwa Financial Services Ltd. 50. Nalwa Fincap Limited 51. Salasar Finvest Limited 52. Vrindavan Fintrade Limited

70

53. Gagan Infraenergy Limited 54. Opelina Finance & Investment Limited 55. Gagan Trading Co.Ltd. 56. Meredith Traders Pvt. Ltd. 57. Jindal Steel & Alloys Ltd. 58. Jindal Coated Steel Pvt. Ltd. 59. Rishikesh Finlease and Investments Pvt. Ltd. 60. Sun Investments Private Limited 61. Nalwa Chrome Private Limited 62. Dhamankhol Engineering Construction Company Private Limited 63. Aras Overseas Private Limited 64. Baltimore Trading Private Limited 65. Kamshet Investments Private Limited 66. Musuko Trading Private Limited 67. Wachovia Investments Pvt. Ltd. 68. Kavita Securities Pvt. Ltd. 69. Laptev Finance Pvt. Ltd. 70. Vrindavan Services Pvt. Ltd. 71. Tranquil Homes & Holdings Pvt. Ltd. 72. Jindal Steel and Power Ltd. and its subsidiaries 73. JSW Steel Ltd. and its subsidiaries 74. JSW Energy Ltd. and its subsidiaries 75. JSL Stainless Ltd. and its subsidiaries 76. Jindal South West Holdings Ltd. 77. Sona Bheel Tea Limited 78. Quality Iron & Steel Ltd. 79. Jindal Fitting Ltd. 80. JITF Shipping & Logistics (Singapore) PTE Ltd.

A. Subsidiary of Hexa Tradex Limited 1. Hexa Securities and Finance Co. Ltd. Hexa Securities & Finance Co. Ltd. (“Hexa Securities”) was incorporated on November 23, 1994 as a private limited company. It was converted in to a public limited company on October 20, 2002. Hexa Securties is registered with the Reserve Bank of India as a Non Banking Financial Company. It is engaged in the business of investment and to buy, sell, underwrite, invest in, acquire, hold, shares, stock debentures etc. Hexa Securities was a subsidiary of Jindal Saw Limited. On the Scheme becoming effective, with effect from January 1, 2011, Hexa Securities was transferred to Hexa Tradex Limited as part of the Demerged Undertaking. Shareholding Pattern All the shares are held by the Hexa Tradex Ltd. and through its nominees. The shareholding pattern of M/s. Hexa Securities & Finance Co. Ltd. as on November 23, 2011 is as follows:

S. No. Particulars No. of Shares % of Shareholding

1. M/s. Hexa Tradex Limited 25499700 99.99 2. Mr. Arvind Kiran Aggarwal 50 0.00 3. M/s. Nalwa Investments Ltd. 50 0.00 4. M/s. Abhinandan Investment Ltd. 50 0.00 5. M/s. Mansarover Investment Ltd. 50 0.00 6. M/s. Stainless Investment Ltd. 50 0.00 7. M/s. Jindal Equipment Leasing Consultancy Ltd. 50 0.00

71

Board of Directors The Board of Directors of Hexa Securities & Finance Company Ltd. comprises of:

Sl. No. Name Designation 1. Mr. Arvind Kiran Aggarwal Director 2. Mr. Ranjit Malik Director 3. Mr. Parveen Kumar Singla Director

Financial Performance The financial performance of Hexa Securities & Finance Company Ltd. for the last three years is as follows:

(Rs. in Lacs) Particulars 2008-2009 2009-2010 2010-2011 Total Income 932.12 1333.19 1776.81 Profit/(Loss) after Taxation) 816.73 555.87 1370.30 Equity Capital (Paid up) 2550.00 2550.00 2550.00 Reserve (excluding revaluation reserve) 273.57 384.74 805.04 Miscellaneous Expenditure - - - Net Worth 2823.57 2934.74 3355.04 Net Asset Value (NAV) per share 11.07 11.51 13.16 Earning per shares (EPS) in Rs. 3.20 2.18 5.37 Diluted Earnings per share in Rs. 3.20 2.05 5.05 No. of equity shares 255,00,000 255,00,000 255,00,000

Hexa Securities & Finance Co. Ltd. is not under winding up and is not a Sick Industrial Company within the meaning of the SICA. B. Top 5 Listed promoter group entities Pursuant to Clause (IX)(C)(2) of Part A of Schedule VIII of the SEBI (ICDR) Regulations, 2009, financial information of the five largest listed companies of the promoter group has been given below. For this purpose, market capitalization as on March 27, 2012 has been taken into account. Apart from Jindal Saw Limited, our promoter, the top five companies which are the part of our promoter group companies are as follows: 1. Jindal Steel and Power Ltd. 2. JSW Steel Ltd. 3. JSW Energy Ltd. 4. JSL Stainless Ltd. 5. Jindal South West Holdings Ltd. 1. Jindal Steel and Power Ltd. Jindal Steel and Power Ltd. (“JSPL”) was incorporated on September 28, 1979. It is in the business of manufacture of sponge iron, steel products and generation of power. Shareholding Pattern The shareholding pattern of JSPL as on December 31, 2011 is as follows:

Particulars No. of Shares % of Shareholding Promoter & Promoter Group 54,76,17,122 58.58% Others 38,72,16,696 41.42% Total 93,48,33,818 100.00%

72

Board of Directors The Board of Directors of JSPL comprises of:

Sl. No. Name Designation 1. Ms. Savitri Jindal Chairperson 2. Mr. Ratan Jindal Director 3. Mr. Naveen Jindal Executive Vice Chairman & Managing Director 4. Mr. Vikrant Gujral Group Vice Chairman & Head Global Ventures 5. Mr. Anand Goel Joint Managing Director 6. Mr. S. Ananthakrishnan Nominee Director (IDBI Bank Limited) 7. Mr. A.K Purwar Director 8. Mr. R.V. Shahi Director 9. Mr. Haigreve Khaitan Director 10. Mr. Hardip Singh Wirk Director 11. Mr. Rahul Mehra Director 12. Mr. Arun Kumar Director 13. Mr. Sushil Maroo Non Executive Director 14. Mr. N.A Ansari Whole-time Director

Financial Performance The financial performance of JSPL (Standalone) for the last three years is as follows: (Rs. in Lacs)

Particulars 2008-2009 2009-2010 2010-2011 Total Income 779,943 748,490 971,734 Profit after Taxation 153,648 147,968 206,412 Equity Capital 1,547 9,312 9,343 Reserves (excluding revaluation reserve) 537,166 663,054 859,412 Miscellaneous Expenditure 302 302 319 Net Worth 538,511 672,064 868,436 Net Asset Value (NAV) per share in Rs. 348.21 72.17 92.95 Earnings per shares (EPS) in Rs. 99.44 15.90 22.11 Diluted Earnings per share in Rs. 98.58 15.78 22.09 No. of equity shares 154,652,683 931,234,082 934,269,031

JSPL has not made a public or rights issue in the preceding three years. The equity shares of JSPL are listed on the BSE & NSE. The highest and lowest price on BSE & NSE during the preceding six months are given below:

BSE NSE Month High (Rs.) Low (Rs.) High (Rs.) Low (Rs.) October 2011 601.50 441.55 602.50 441.05 November 2011 584.85 476.55 584.80 476.05 December 2011 542.80 435.55 543.10 435.90 January 2012 552.85 442.00 553.00 442.20 February 2012 663.40 540.25 664.00 541.95 March 2012 625.50 516.90 627.70 517.00

JSPL is not under winding up and is not a Sick Industrial Company within the meaning of the SICA. 2. JSW Steel Ltd. JSW Steel Limited was incorporated on March 15, 1994 and is in the business of manufacturing steel. Shareholding Pattern The shareholding pattern of JSW Steel Ltd. as on December 31, 2011 is as follows:

Particulars No. of Shares % of Shareholding

Promoter & Promoter Group 84,144,739 38.24% Public Shareholding 135,886,647 61.76% Total 223,117,200 100.00%

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Board of Directors The Board of Directors of JSW Steel Ltd. comprises of:

Sl. No. Name Designation 1 Ms. Savitri Devi Jindal Chairperson 2 Mr. Sajjan Jindal Vice Chairman & Managing Director 3 Mr. Seshagiri Rao MVS Jt. Managing Director & Group CFO 4 Dr. Vinod Nowal Director & CEO 5 Mr. Jayant Acharya Director (Commercial & Marketing) 6 Mr. M Maheshwar Rao Nominee Director of KSIIDC 7 Mr. Yasushi Kurokawa Nominee Director of JFE 8 Ms. Zarin Daruwala Nominee Director of ICICI Bank Ltd. 9 Dr. S K Gupta Director 10 Mr. Uday Chitaler Director 11 Dr. Vijay Kelkar Director 12 Mr. Anthony Paul Pedder Director 13 Mr. Sudipto Sarkar Director 14 Mr. Kannan Vijayaraghavan Director

Financial Performance The financial performance of JSW Steel Ltd. (consolidated) for the last three years is as follows:

(Rs. in Lacs) Particulars 2008-2009 2009-2010 2010-2011 Total Income 1,620,204 1,948,933 2,418,427 Profit after Taxation 27,491 159,755 175,398 Equity Capital 18,705 18,705 22,312 Reserves (excluding revaluation reserve) 726,694 873,004 1,543,677 Miscellaneous Expenditure - - - Net Worth 780,305 925,715 1,652,933 Net Asset Value (NAV) per share in Rs. 401.77 479.99 704.60 Earnings per shares (EPS) in Rs. 12.88 83.61 84.56 Diluted Earnings per share in Rs. 12.88 83.29 83.83 No. of equity shares 187,048,682 187,048,682 223,117,200

JSW Steel Limited has not made a public or rights issue in the preceding three years. The equity shares of JSW Steel Limited are listed on the BSE & NSE. The highest and lowest price on BSE & NSE during the preceding six months are given below:

Month

BSE NSE High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

October 2011 669.40 532.05 671.90 479.00 November 2011 717.00 536.00 717.80 535.40 December 2011 638.45 464.00 639.00 462.35 January 2012 702.80 502.60 704.00 502.10 February 2012 885.00 671.80 885.95 676.20

March 2012 815.00 661.30 808.60 678.35 JSW Steel Ltd. is not under winding up and is not a Sick Industrial Company within the meaning of the SICA. 3. JSW Energy Limited JSW Energy Limited was incorporated on March 10, 1994 and is in the business of power generation, transmission, distribution and trading.

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Shareholding Pattern The shareholding pattern of JSW Energy Limited as on December 31, 2011 is as follows: Particulars Total Number of

Shares % Shareholding

Promoter & Promoter Group 1,258,270,644 76.72 Public Shareholding 381,784,151 23.28 Total 1,640,054,795 100.00

Board of Directors The Board of Directors of JSW Energy Limited as on June 30, 2011 comprises of:

Sr. No. Name Designation 1. Mr. Sajjan Jindal Chairman and Managing Director 2. Mr. N.K. Jain Vice Chairman 3. Mr. Lalit Kumar Gupta Jt. Managing Director & CEO 4. Mr. S.S. Rao Whole Time Director 5. Mr. Chandan Bhattacharya Independent Director 6. Mr. D.J. Balaji Rao Independent Director 7. Mr. P. Abraham Independent Director 8. Mr. T.R. Bajalia Nominee Director

Financial Performance The financial performance of JSW Energy Limited (Standalone) for the last three years is as follows: (Rs. in Lacs) Particulars 2008-2009 2009-2010 2010-2011 Total Income 1,59,398 2,44,103 3,98,115 Profit after Taxation 57,808 84,667 88,561 Equity Capital 54,657 1,64,005 1,64,005 Reserves (excluding revaluation reserve) 1,41,829 3,72,657 4,38,534 Miscellaneous Expenditure - - - Net Worth 1,96,486 5,36,662 6,02,539 Net Asset Value (NAV) per share 35.95 32.72 36.74 Earnings per shares (EPS) in Rs. 4.23 5.86 5.40 Diluted Earnings per share in Rs. 4.23 5.86 5.40 No. of equity shares 546,571,277 1,640,054,795 1,640,054,795 Details of public/rights issue in the preceding three years JSW Energy made a public issue of 269,821,236 Equity Shares of Rs. 10 each aggregating to Rs. 2700 crores.

A. The details of the issue price are given below: Anchor Investors Rs. 110/- Non Institutional and QIBs Rs. 100/- Retail Investors Rs. 95/-

B. There is no change in the capital structure since the date of issue.

C. The current market price of the share on BSE is Rs. 60.20 and Rs. 60.10 on NSE on

March 27, 2012.

D. The IPO proceeds have been utilized for the objects of the issue stated in the Prospectus dated 17. 12.2009 read with variation/revision approved by the shareholders on December 28, 2010

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(Rs. in crores) Sr. No.

Particulars Projected utilization

Actual amount utilized upto December 31, 2011

A. Gross proceeds received from the IPO 2700 B. i ii

Utilization upto June 30, 2011 To part finance the construction, development, and commissioning of identified projects aggregating to 2790 MW in capacity, 400KV Transmission project, mining venture, share issue expenses and general corporate purposes and for various purposes including new projects identified in the states of Karnataka, West Bengal, Chattisgarh and Maharashtra (Ratnagiri Phase-II), additional cost at Barmer Phase I and Ratnagiri Phase I, for exploring & pursuing opportunities to acquire coal assets, initial development cost for other strategic projects, strategic initiatives, partnerships, joint ventures, and acquisitions, capital expenditure of existing plant, repayment of existing loans etc. Repayment of corporate debt

2,230.00

470.00

2,182.05

470.00 Sub-total 2,700.00 2,652.05 C. Break-up of unutilized amount:

Bank fixed deposit Bank balance

47.94

0.01 Sub-total 47.95

The equity shares of JSW Energy Limited are listed on the BSE & NSE. The highest and lowest price on BSE & NSE during the preceding six months are given below:

Month BSE NSE High (Rs) Low (Rs) High (Rs) Low (Rs)

October 2011 54.50 39.15 54.35 48.50 November 2011 53.40 39.15 53.40 39.10 December 2011 48.90 35.75 48.90 37.10 January 2012 56.50 37.50 56.50 37.45 February 2012 76.80 53.00 76.90 45.90 March 2012 71.25 56.60 71.25 56.50

JSW Energy Limited is not under winding up and is not a Sick Industrial Company within the meaning of the SICA. 4. JSL Stainless Ltd. JSL Stainless Ltd. (formerly JSL Ltd.) was incorporated on September 29, 1980 and is in the business of manufacture of stainless steel. Shareholding Pattern The shareholding pattern of JSL Stainless Limited as on December 31, 2011 is as follows: Particulars Total No. of

Shares % Shareholding

Promoter & Promoter Group 7,44,67,250 43.60% Public Shareholding 9,63,39,125 56.40% Total 18,84,10,709 100.00%

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Board of Directors The Board of Directors of JSL Stainless Limited comprises of:

Sl. No. Name

Designation

1 Ms. Savitri Jindal Chairperson 2 Mr. Ratan Jindal Vice Chairman & Managing Director 3 Mr. Naveen Jindal Director 4 Mr. Arvind Parakh Director (Finance) 5 Mr. Suman Jyoti Khaitan Director 6 Mr. T.S. Bhattacharya Director 7 Mr. Subash Singh Virdi Director 8 Mr. Jurgen Hermann Fechter Director 9 Mr. James Alistair Kirkland Cochrane Director 10 Mr. Gautam Kanjilal Nominee Director 11 Mr. Rajeev Bakshi Director

JSL Stainless Limited has not made a public or rights issue in the preceding three years. Financial Performance The financial performance of JSL Stainless Limited (Standalone) for the last three years is as follows: (Rs. in Lacs) Particulars 2008-2009 2009-2010 2010-2011 Total Income 487310.66 577339.73 6840144 Profit after Taxation (57982.04) 37848.22 31833.69 Equity Capital 3242.70 3711.64 3746.32 Reserves (excluding revaluation reserve) 125790.54 187647.54 221513.09 Miscellaneous Expenditure 2832.22 2778.91 2430.82 Net Worth 126201.02 188580.27 222828.59 Net Asset Value (NAV) per share in Rs. 77.84 101.62 118.96 Earnings per shares (EPS) in Rs. (35.87) 23.33 17.12 Diluted Earnings per share in Rs. (35.87) 23.33 16.71 No. of equity shares 162134932 185582172 187315792 The equity shares of JSL Stainless Limited are listed on the BSE & NSE. The highest and lowest price on BSE & NSE during the preceding six months are given below:

JSL Stainless Ltd. is not under winding up and is not a Sick Industrial Company within the meaning of the SICA. 5. Jindal South West Holdings Ltd. Jindal South West Holdings Limited (“JSWHL”) was incorporated on July 12, 2001. JSWHL is a Non-Banking Financial Company holding a valid certificate of Registration (No. 14.03121 dated June 11, 2007) under section 45 I-A of the Reserve Bank of India Act, 1934 and is mainly engaged in investment activities. Shareholding Pattern The shareholding pattern of JSWHL as on December 31, 2011 is as follows: Particulars Total Number of Shares % Shareholding Promoter & Promoter Group 6,202,436 55.88% Public Shareholding 4,897,189 44.12% Total 11,099,625 100.00%

JSL Stainless Limited

BSE NSE High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

October 2011 99.35 87.50 99.00 87.20 November 2011 94.75 68.55 94.85 68.00 December 2011 79.00 66.05 78.80 69.25 January 2012 82.40 70.55 82.50 70.30 February 2012 87.45 72.10 87.50 71.50 March 2012 88.50 72.35 86.00 74.50

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Board of Directors The Board of Directors of JSWHL comprises of:

Sl. No. Name Designation 1. Mr. Sajjan Jindal Chairman 2. Mr. K.N.Patel Jt. Managing Director & CEO 3. Mr. N.K.Jain Director 4. Dr.S.K. Gupta Director 5. Mr.Atul Desai Director 6. Mr.I Qureshi Director

The equity shares of JSWHL are listed on the BSE & NSE. The highest and lowest price on BSE & NSE during the preceding six months are given below:

JSWHL has not made a public or rights issue in the preceding three years. Financial Performance The financial performance of JSWHL (Standalone) for the last three years is as follows:

(Rs. in Lacs)

JSWHL is not under winding up and is not a Sick Industrial Company within the meaning of the SICA. C. Promoter group companies having negative networth: 1. Prime Coal LLC – Subsidiary of JSW Steel Ltd. Location : West Virginia, United States of America Control No. : 99GOE Date of Incorporation : 23rd September 2009 Nature of Activity : Setting up of Coal Mine. Shareholding Pattern : Periama Holdings LLC: 100% Board of Directors : Not Applicable.

Month

BSE NSE High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

October 2011 590.00 500.10 591.80 501.00 November 2011 628.00 382.00 674.45 382.00 December 2011 445.00 356.05 447.95 354.50 January 2012 634.00 362.15 633.15 370.10 February 2012 1092.00 610.25 1090.00 607.00 March 2012 873.95 693.60 870.00 692.80

Jindal South West Holding Limited

2008-2009 2009-2010 2010-2011

Total Income 4087.89 703.41 2,406.66 Profit after Taxation 3634.58 438.31 2070.31 Equity Capital 1109.96 1109.96 1109.96 Reserves (excluding Revaluation Reserve)

60635.98 61074.29 63153.84

Miscellaneous Expenditure Nil Nil Nil Net Worth 61745.94 62184.35 64263.88 Net Asset Value ( NAV) per share in Rs.

556.29 560.24 578.97

Basic EPS in Rs. 32.75 3.95 18.65 Diluted EPS in Rs. 32.75 3.95 18.65 No. of equity shares 1,10,99,625 1,10,99,625 1,10,99,625

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The financial performance of Prime Coal LLC is as follows: (In Lacs) Particulars May 3, 2010 -March 31,

2011 (USD) May 3, 2010 -March 31,

2011 (Rs) Total Income - - Profit after Taxation (8.04) (409.38) Equity Capital 1.05 53.57 Reserves (excluding revaluation reserve) (6.48) (330.06) Net Worth (5.43) (276.49)

(NOTE: The above figures have been converted into INR using the RBI Reference rate USD 1 = INR 50.91 (source: www.rbi.org.in) dated March 27, 2012) 2. Inversions Eroush Limitada – Subsidiary of JSW Steel Ltd. Location : Chile Regn No : 37043 of 2007 Date of Incorporation : 30th November 2007 Nature of Activity : Investment activity (Holding Company of SantaFe mining) Shareholding Pattern : JSW Panama Holdings Corporation - 94.90% JSW Steel Limited - 5.00% JSW Steel Netherlands B.V. - 0.10% Board of Directors : Not Applicable. The financial performance of Inversions Eroush Limitada for the past 3 years is as follows: (In Lacs)

Particulars 2010- 2011

(USD)

2010-2011 (Rs.

2009-2010

(USD)

2009-2010 (Rs)

2008-2009 (USD)

2008-2009 (Rs.)

(Consolidated) Total Income 0.07 3.57 (0.00) (0.16) - - Profit after Taxation 0.07 3.57 (0.00) (0.16) (6.26) (318.58) Equity Capital 0.44 22.36 0.44 22.36 0.42 21.35 Reserves (excluding revaluation reserve)

(2.37) (120.64) (2.44) (124.21) (1.56) (79.20)

Net Worth (1.93) (98.28) (2.00) (101.85) (1.14) (57.85) (NOTE: The above figures have been converted into INR using the RBI Reference rate USD 1 = INR 50.91 (source: www.rbi.org.in) dated March 27, 2012) 3. JSW Natural Resources – Subsidiary of JSW Steel Ltd. Location : Mozambique Lda. Regn No : 100017156 Date of Incorporation : 24th May 2007 Nature of Activity : Setting up of Coal Mine in Mozambique. Shareholding Pattern : JSW Natural Resources Limited, Mauritius: 100% Board of Directors : Captain B V J K Sharma Mr. Kapil Dev Joory The financial performance of JSW Natural Resources for the past 3 years is as follows: (In Lacs)

Particulars 2010- 2011

2010-2011

2009-2010

2009-2010 2008-2009 2008-2009

(USD) (Rs. (USD) (Rs) (USD) (Rs.) Total Income - - - - - - Profit after Taxation

(114.81) (5844.9

7) 5.04 256.39 (11.59) (590.05) Quota Capital 12.10 615.81 12.10 615.81 12.10 615.81 Share Application Money 46.39 2361.83 46.39 2361.83 - - Reserves (excluding revaluation reserve) (121.80)

(6,200.76) (7.36) (374.85) (11.75) (598.35)

Net Worth (109.70)

(5,584.96) 4.73 240.96 0.34 17.46

(NOTE: The above figures have been converted into INR using the RBI Reference rate USD 1 = INR 50.91 (source: www.rbi.org.in) dated March 27, 2012)

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4. Manjula Finances Ltd. Date of incorporation February 1, 1995 Nature of activities Investment & Finance Corporate identification number U74899GJ1995PLC065528 Shareholding The shares of Manjula Finances Ltd. are closely held by

companies/individuals of the Promoter Group.

Board of Directors of Manjula Finances Ltd. as on March 31, 2011 1. Mr. Sunil Mittal 2. Mr. Ashok Goel 3. Mr. P.D. Sharma

The financial performance of Manjula Finances Ltd. for the past 3 years is as follows:

(Rs. in Lacs) Particulars 2008-2009 2009-2010 2010-2011 Total Income 79.65 79.50 118.87 Profit/(Loss after Taxation (132.18) (68.32) (41.26) Equity Capital 2267.50 2267.50 2267.50 Reserve (excluding revaluation reserve) - - - Miscellanious Expenditure - - - Net Worth (38.09) (106.41) (147.67) No. of equity shares 226.75 226.75 226.75

5. Rohit Tower Building Limited

Date of incorporation June 16, 1971 Nature of activities Real Estate Corporate identification number U70101DL1971PLC005675 Shareholding The shares of Rohit Tower Building Limited

are closely held by companies/individuals of the Promoter Group

Board of Directors of Rohit Tower Building Ltd. as on March 31, 2011

1. Mr. Savitri Devi Jindal 2. Mr. Prithvi Raj Jindal 3. Mr. S. S. Saxena

The financial performance of Rohit Tower Building Ltd. for the past 3 years is as follows: (Rs. in Lacs)

Particulars 2008-2009 2009-2010 2010-2011 Total Income 19.89 20.33 21.15 Profit/(Loss after Taxation (8.76) (6.80) (0.14) Equity Capital 24.05 24.05 24.05 Reserve (excluding revaluation reserve) - - - Miscellanious Expenditure - - - Net Worth (160.72) (167.52) (167.66) No. of equity shares 0.24 0.24 0.24

6. Goswamis Credits & Inv. Ltd. Date of incorporation January 30, 1995 Nature of activities Investment & Finance Corporate identification number U74899GJ1995PLC065525

80

Shareholding The shares of Goswamis Credit & Inv. Ltd. are closely held by companies/individuals of the Promoter Group

Board of Directors of Goswamis Credits & Inv. Ltd. as on March 31, 2011 1. Mr. Sunil Mittal 2. Mr. Deepak Goyal 3. Mr. Vivek Goyal

Financial performance of Goswamis Credits & Inv. Ltd. for the past 3 years is as follows: (Rs. in Lacs)

Particulars 2008-2009 2009-2010 2010-2011 Total Income 58.81 65.15 94.54 Profit/(Loss after Taxation (172.07) (102.01) (87.18) Equity Capital 1872.22 1872.22 1872.22 Reserve (excluding revaluation reserve) - - - Miscellaneous Expenditure - - - Net Worth (458.53) (560.53) (647.72) No. of equity shares 187.22 187.22 187.22

7. Jindal Minerals & Metals Africa Congo SPRL – JSPL group

Date of incorporation December 27, 2006 Nature of activities Diamond Mining / Exploration

Shareholding The shares of Jindal Minerals & Metals Africa Congo SPRL are closely held by companies/individuals of the Promoter Group

Board of Directors of Jindal Minerals & Metals Africa Congo SPRL as on March 31, 2011

(i) Mr. Anil Jhavar (ii) Mr. Ganesh Sharma (iii) Mr. S K Sarkar (iv) Mr. Anand Goel (v) Mr. H Sethi

(Rs. In Lacs)

Financial Information : 2008-2009 2009-2010 2010-2011 Total Income - - - Profit/(Loss) after Taxation - (163.56) (1296.82) Equity Capital 25 45 45 Reserve (excluding revaluation reserve) - (311.92) (1605.35) Miscellaneous Expenditure 5930.69 6583.59 6313.20 Net Worth (5905.69) (6850.51) (7873.55) No. of equity shares 2,000 2,000 2,000

8. PT Jindal Overseas – JSPL group Date of incorporation May 25, 2007 Nature of activities Trading/ Investment business

Shareholding The shares of PT Jindal Overseas are closely held by companies/individuals of the Promoter Group

Board of Directors of PT Jindal Overseas as on March 31, 2011

(i) Mr. Rajeev Jain (ii) Mr. Vivek Mittal

81

(Rs. In Lacs) Financial Information : 2008-2009 2009-2010 2010-2011 Total Income - - - Profit/(Loss) after Taxation - (217.58) (212.88) Equity Capital 51.00 44.00 45.00 Reserve (excluding revaluation reserve) - (342.20) (563.86) Miscellaneous Expenditure - - - Net Worth 51.00 (298.20) (518.86) No. of equity shares 100,000 100,000 100,000

9. Vision Overseas Limited – JSPL group Date of incorporation February 28, 2002 Nature of activities Investments

Shareholding The shares of Vision Overseas Limited are closely held by companies/individuals of the Promoter Group

Board of Directors of Vision Overseas Limited as on March 31, 2011 i. Ms. Roopali Mehra ii. Mr. Rajeev Jain (Rs. In Lacs) Financial Information : 2008-2009 2009-2010 2010-2011 Total Income - - - Profit/(Loss) after Taxation (3.00) (1.24) (0.49) Equity Capital - 0.05 0.04 Reserve (excluding revaluation reserve) (1.00) (3.85) (4.30) Miscellaneous Expenditure - - - Net Worth (1.00) (3.81) (4.25) No. of equity shares 100 100 100

10. Jubiliant Overseas Limited – JSPL group Date of incorporation February 28, 2002 Nature of activities Investments

Shareholding The shares of Jubilliant Overseas Limited are closely held by companies/individuals of the Promoter Group

Board of Directors of Jubilliant Overseas Limited as on March 31, 2011

i. Ms. Roopali Mehra ii. Mr. Rajeev Jain

(Rs. In Lacs)

Financial Information : 2008-2009 2009-2010 2010-2011 Total Income 0.20 - - Profit/(Loss) after Taxation (2.00) (1.35) (0.49) Equity Capital - 0.05 0.04 Reserve (excluding revaluation reserve) - (3.50) (3.95) Miscellaneous Expenditure - - - Net Worth - (3.45) (3.91) No. of equity shares 100 100 100

11. Affiliate Overseas Limited – JSPL group Date of incorporation February 28, 2002 Nature of activities Investments

82

Shareholding The shares of Affiliate Overseas Limited are closely held by companies/individuals of the Promoter Group

Board of Directors of Affiliate Overseas Limited as on March 31, 2011

i. Ms. Roopali Mehra ii. Mr. Rajeev Jain

(Rs. In Lacs) Financial Information : 2008-2009 2009-2010 2010-2011 Total Income - - - Profit/(Loss) after Taxation 3.00 (1.43) (0.49) Equity Capital - 0.05 0.04 Reserve (excluding revaluation reserve) 3.00 (3.66) (3.95) Miscellaneous Expenditure - - - Net Worth 3.00 (3.61) (3.91) No. of equity shares 100 100 100

12. Skyhigh Overseas Limited – JSPL Group Date of incorporation February 28, 2002 Nature of activities Investments

Shareholding The shares of Skyhigh Overseas Limited are closely held by companies/individuals of the Promoter Group

Board of Directors of Skyhigh Overseas Limited as on March 31, 2011

i. Ms. Roopali Mehra ii. Mr. Rajeev Jain

(Rs. In Lacs) Financial Information : 2008-2009 2009-2010 2010-2011 Total Income - - - Profit/(Loss) after Taxation (2.00) (1.17) (0.49) Equity Capital - 0.05 0.04 Reserve (excluding revaluation reserve) (2.00) (3.24) (3.70) Miscellaneous Expenditure - - - Net Worth (2.00) (3.20) (3.65) No. of equity shares 100 100 100

13. Harmony Overseas Limited – JSPL Group Date of incorporation February 28, 2002 Nature of activities Investments

Shareholding The shares of Harmony Overseas Limited are closely held by companies/individuals of the Promoter Group

Board of Directors of Harmony Overseas Limited as on March 31, 2011

i. Ms. Roopali Mehra ii. Mr. Rajeev Jain

(Rs. In Lacs)

Financial Information : 2008-2009 2009-2010 2010-2011

Total Income - - -

Profit/(Loss) after Taxation (3.00) (1.32) (0.50)

Equity Capital - 0.05 0.04

Reserve (excluding revaluation reserve) (3.00) (3.64) (4.10)

Miscellaneous Expenditure - - -

Net Worth (3.00) (3.59) (4.05)

No. of equity shares 100 100 100

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14. JSPL Mozambique Minerals LDA

Date of incorporation July 30, 2008 Nature of activities Coal Mining/ Exploration Shareholding The shares of JSPL Mozambique Minerals LDA are

closely held by companies/individuals of the Promoter Group

Board of Directors of JSPL Mozambique Minerals LDA as on March 31, 2011 i. Jindal Steel and Power (Mauritius) Limited acting through Mr. Rajeev Jain ii. Mr. Manoj Gupta iii. Mr. Ashish Kumar

(Rs. In Lacs)

Financial Information : 2008-2009 2009-2010 2010-2011

Total Income - - -

Profit/(Loss) after Taxation - (79.84) (519.11)

Equity Capital - 0.32 0.29

Reserve (excluding revaluation reserve) - (114.31) (923.02)

Miscellaneous Expenditure - 1366.00 2677.82

Net Worth - (1479.98) (3600.55)

No. of equity shares 20,000 20,000 20,000

15. Enduring Overseas Limited – JSPL group Date of incorporation August 1, 2008

Nature of activities Trading in Iron-Ore, coal (Coking & Non Coking)and Investments

Shareholding The shares of Enduring Overseas Limited are closely held by companies/individuals of the Promoter Group

Board of Directors of Enduring Overseas Limited as on March 31, 2011

i. Jindal Steel and Power (Mauritius) Limited acting through Mr. Rajeev Jain ii. Mr. Anand Goel

(Rs. In Lacs)

Financial Information : 2008-2009 2009-2010 2010-2011 Total Income 140.36 - 17.74 Profit/(Loss) after Taxation 110.00 (482.01) (415.34) Equity Capital 25.00 23.00 22.00 Reserve (excluding revaluation reserve) 110.00 (500.12) (1020.41) Miscellaneous Expenditure - - - Net Worth 135.00 (477.12) (998.41) No. of equity shares 50,000 50,000 50,000

16. Jindal Investment Holdings Limited – JSPL group

Date of incorporation October 7, 2008 Nature of activities Investments

Shareholding The shares of Jindal Investment Holdings Limited are closely held by companies/individuals of the Promoter Group

Board of Directors of Jindal Investment Holdings Limited as on March 31, 2011

i. Mr. Sushil Kumar Maroo ii. Mr. Ashish Kumar iii. Mr. Rajesh Bhatia

84

(Rs. In Lacs)

Financial Information : 2008-2009 2009-2010 2010-2011 Total Income - - - Profit/(Loss) after Taxation (3.00) (0.72) 0.59 Equity Capital - 0.05 0.04 Reserve (excluding revaluation reserve) (3.00) (3.30) (3.86) Miscellaneous Expenditure - - - Net Worth (3.00) (3.26) (3.82) No. of equity shares 100 100 100

17. Osho Madagascar SARL – JSPL Group

Date of incorporation September 8,, 2008 Nature of activities Mining and exploration

Shareholding The shares of Osho Madagascar SARL are closely held by companies/individuals of the Promoter Group

Board of Directors of Osho Madagascar SARL as on March 31, 2011

i. Mr. Manoj Dosi

(Rs. In lacs) Financial Information : 2008-2009 2009-2010 2010-2011 Total Income - - - Profit/(Loss) after Taxation (78.00) (241.24) 197.57 Equity Capital 1.00 1.00 1.00 Reserve (excluding revaluation reserve) (78.00) (303.71) (130.87) Miscellaneous Expenditure

454.18

Net Worth (77.00) (302.71) (584.05) No. of equity shares 150 150 150

18. Jindal Madagascar SARL – JSPL group Date of incorporation September 1, 2009 Nature of activities Mining and exploration

Shareholding The shares of Jindal Madagascar SARL are closely held by companies/individuals of the Promoter Group

Board of Directors of Jindal Madagascar SARL as on March 31, 2011

i. Mr. Manoj Dosi (Rs. In Lacs)

Financial Information : 2008-2009 2009-2010 2010-2011 Total Income - - - Profit/(Loss) after Taxation - (59.34) 22.89 Equity Capital - 0.63 0.68 Reserve (excluding revaluation reserve) - (59.34) (41.28) Miscellaneous Expenditure - - 324.60 Net Worth - (58.72) (365.21) No. of equity shares - 150 150

19. Kasai Sud Diamant SPRL – JSPL group

Date of incorporation June 30, 2009 Nature of activities Diamond mining and exploration

Shareholding The shares of Kasai Sud Diamant SPRL are closely held by companies/individuals of the Promoter Group

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Board of Directors of Kasai Sud Diamant SPRL as on March 31, 2011 i. Mr. Ashish Kumar ii. Mr. Ramesh Sharma iii. Mr. Ganesh Sharma iv. Mr. Frank Nyimilongo v. Mr. Pieme Ndibue

(Rs. In Lacs)

Financial Information : 2008-2009 2009-2010 2010-2011

Total Income - 225.12 1,687.69

Profit/(Loss) after Taxation - (758.40) (1623.15)

Equity Capital - 644.86 637.86

Reserve (excluding revaluation reserve) - (999.39) (2611.69)

Miscellaneous Expenditure - 2,323.64 1,103.32

Net Worth - (2,678.17) (3,077.15)

No. of equity shares - 1,000 1,000

20. Eastern Solid Fuels Pty. Ltd. – JSPL group Date of incorporation June 17, 2009 Nature of activities Investments

Shareholding The shares of Eastern Solid Fuels Pty. Ltd. are closely held by companies/individuals of the Promoter Group.

Board of Directors of Eastern Solid Fuels Pty. Ltd. as on March 31, 2011

(i) Mr. Rajesh Bhatia (ii) Mr. Vikrant Gujral (iii) Mr. Ashish Kumar (iv) Mr. Arun Marain (v) Mr. Antony Craig Zebert

(Rs. In Lacs)

Financial Information : 2008-2009 2009-2010 2010-2011 Total Income - - - Profit/(Loss) after Taxation - 3.68 15.66 Equity Capital - 1.00 1.08 Reserve (excluding revaluation reserve) - 134.98 (1,361.52) Miscellaneous Expenditure - - - Net Worth - 135.98 (1360.44) No. of equity shares - 16,40,000 16,40,000

21. Shadeed Iron & Steel Co. LLC – JSPL group Date of incorporation June 29, 2009 Nature of activities Steel production

Shareholding The shares of Shadeed Iron & Steel Co. LLC are closely held by companies/individuals of the Promoter Group.

(Rs. In Lacs) Financial Information : 2008-2009 2009-2010 2010-2011 Total Income - - 34,581.01 Profit/(Loss) after Taxation - - 1,611.08 Equity Capital - - 1,159.74 Reserve (excluding revaluation reserve) - - (19,718.52) Miscellaneous Expenditure - - - Net Worth - - (18,558.79) No. of equity shares - - 10,000

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22. Jindal Steel & Power (Australia) Pty Limited Date of incorporation June 15, 2010 Nature of activities Mining and exploration

Shareholding The shares of Jindal Steel & Power (Australia) Pty Limited are closely held by companies/individuals of the Promoter Group.

Board of Directors of Jindal Steel & Power (Australia) Pty Limited as on March 31, 2011

i. Mr. Jasbir Singh ii. Mr. Rajesh Bhatia

(Rs. In Lacs) Financial Information : 2008-2009 2009-2010 2010-2011 Total Income - - - Profit/(Loss) after Taxation - - (60.45) Equity Capital - - 0.05 Reserve (excluding revaluation reserve) - - (60.45) Miscellaneous Expenditure - - - Net Worth - - (60.40) No. of equity shares - - 2

23. Jindal Steel & Power Zimbabwe Limited – JSPL group Date of incorporation May 6, 2010 Nature of activities Mining and exploration

Shareholding The shares of Jindal Steel & Power Zimbabwe Limited are closely held by companies/individuals of the Promoter Group.

Board of Directors of Jindal Steel & Power Zimbabwe Limited as on March 31, 2011

i. Rajesh Bhatia

(Rs. In Lacs)

Financial Information : 2008-2009 2009-2010 2010-2011

Total Income - - -

Profit/(Loss) after Taxation - - (569.11)

Equity Capital - - 0.89

Reserve (excluding revaluation reserve) - - (569.11)

Miscellaneous Expenditure - - 0.71

Net Worth - - (568.93)

No. of equity shares - - 2,000

Litigation For details relating to the legal proceeding involving the Promoters, our Subsidiary company and six listed Group Companies, see “Outstanding litigations involving the promoter and group companies” beginning on page 90 of the Information Memorandum.

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MANAGEMENT DISCUSSION AND ANALYSIS The Management's views on the Company's performance and outlook are discussed below: Overview: Our Company was incorporated on October 25, 2010, as a wholly owned subsidiary of Jindal Saw Limited, under the Companies Act, 1956. Through the Scheme of Demerger, the Investment Undertaking of Jindal Saw Limited has vested into our Company on a going concern basis and we ceased to be a subsidiary of Jindal Saw Ltd. Post the demerger, our Company’s focus will be on trading of chemicals, iron & steel products, machinery parts and accessories, minerals, motor vehicle – parts, accessories and components, non ferrous metal & their products, old & discarded materials, paints, varnishes and adhesives etc and to act as an import and export agent, representative, contractor, selling agent, broker on a whole sale cash and carry basis. Further, we have also identified various items of interest for our trading businesses which includes thermal and cocking coal, copper, edible oil, zinc ingots, machinery and machinery parts etc. The Company aims to do the business not only in India but also on global basis. The Company plans to explore all possibilities to export various items of interest to various global customers. With the significant exports by Jindal Saw Limited in the Middle East & North Africa region and West Asia, the Company intends to take the benefits of these relationships. Our Company’s first financial year will be for a period of 17 months beginning from October 25, 2010 i.e. date of incorporation till March 31, 2012. Our Strategy: Our goal is to become a full-service trading company in the sectors in which the O. P. Jindal Group has a presence in and to capitalize on the opportunities provided by the O. P. Jindal Group in India.

A principal focus of our strategy is to grow our businesses in India. This includes expanding or changing our geographic focus or the composition of business, entering into new strategic alliances and engaging in new lines of businesses. We do not have any past experience in the trading business. We have commenced operations recently of wholesale trading in certain goods and products and we have no operating history from which our future prospects and viability of this business can be evaluated. Our Strengths As part of the O. P. Jindal Group, we would benefit from group synergies, including access to talent, competitive commercial terms, critical supplies and technical expertise and knowledge. One of our key strengths is our affiliation and our relationship with the Jindal group of companies. We believe that goodwill and reputation represent important intangible assets, which will enable us to gain access to new markets, attract and retain well qualified employees and gaining recognition on expanding into new product areas. We are a professionally managed Group with an experienced management team possessing extensive industry experience. Our Opportunities and Threats As a part of the O. P. Jindal Group, there are many opportunities to leverage on existing assets and experience to expand our product categories, geographical coverage and market presence to cater to increases in demand. We believe that the synergies across diverse

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business segments of the O. P. Jindal Group provide us with the ability to adapt our business operations in accordance with the opportunities available in a given business segment. The O. P. Jindal groups’ diverse geographical presence will enable us to monitor and appropriately respond to global supply and demand imbalances, hedge against risk that may arise from geographic concentration, identify opportunities and enhance strategies for substitution of suppliers. We will seek to identify and enter into business activities that we consider to be high growth businesses. We believe that the ability of the O. P. Jindal Group to identify new business opportunities and partners has resulted in synergies in O. P. Jindal Group’s diverse businesses. However, the trading business that we are engaged in is highly competitive and we will continuously face competition from new entrants and from customers who are becoming more involved in sourcing to satisfy their own supply requirements. Internal Control

Our Company has an adequate internal control system which is commensurate with its size and which adopts the best practices prevalent in the industry. Besides conducting internal audit at regular intervals and implementing the measures suggested from time to time there is a statutory audit committee comprising of independent directors in place to oversee the internal control processes in our Company Human Resources

Our Company believes in the strength of human resources and that it is the best form of business capital which needs to be explored and utilised to full potential. Factors that may affect Results of the Operations: We believe that the following factors may affect our future results of operations, financial condition and cash flow: Ability to attract and retain our key employees Changes in government legislations on tax incentives Increase in competition due to capacity expansion of existing players or entry of new players

For more information on these and other factors which have or may affect our financial conditions, please refer to the section entitled “Risk Factors” section beginning on page no. 7 of this Information Memorandum. Adequacy of Internal Control Systems At present our Company does not have large scale operations. The present internal control system is sufficient to for the present level of operations. Our Company remains committed to maintaining internal controls designed to safeguard the efficiency of operations and security of our assets. Accounting records are adequate for preparation of financial statements and other financial information. The adequacy and effectiveness of internal controls across the various functional levels, as well as compliance with laid down systems and policies are monitored both by Company’s internal control systems and Audit Committee on a regular basis. Discussion of Results operations: The Investment Business has been transferred into our company with effect from January 1, 2011. Our Company’s first financial year will be for a period of 17 months beginning from October 25, 2010 i.e. date of incorporation till March 31, 2012. Our financial information has been audited for a period of fourteen months period ended December 31, 2011.

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Description of Income and Expenditure Items for the fourteen months period ended December 31, 2011 Income Our total consolidated income for the period ended December 31, 2011 amounts to Rs. 2,029.50 lakhs. Our total income comprises of (i) sales of goods traded in of Rs. 2.22 lakhs (ii) interest income of Rs. 1,147.79 lakhs (iii) dividend on Long Term investment of rs. 877.74 lakhs and (iv) miscellaneous income of Rs. 1.75 lakhs. Expenditure Items Our total consolidated expenditure for the period ended December 31, 2011 amounts to Rs. 164.50 lakhs. Our major expenditure for the period comprises of (i) staff costs of Rs. 47.48 lakhs; (ii) administrative expenses of Rs. 28.19 lakhs; and (iii) financial expenses of Rs. 43.43 lakhs provision on standard assets of Rs. 43.13 lakhs.

For details of our financial results, please refer to the section titled “Financial Information” beginning on page no. 46 of this Information Memorandum. Basis of presentation Our financial statements have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India. Critical Accounting Policies For details of the significant accounting policies of our Company please refer to the section titled “Financial Information” beginning on page no. 46 of this Information Memorandum. Significant developments subsequent to the preparation of the Audit Report i.e. December 31, 2011: There has not been any significant development since the preparation of the Audit Report i.e. December 31, 2011 which could materially and adversely affect or is likely to affect the financial condition of our company.

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SECTION – 5 - LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

This section should be read in conjunction with the Section “Risk Factors”. Outstanding litigations and Material developments involving Hexa Tradex Limited There are no litigations against Hexa Tradex Limited or against any other company whose outcome could have a materially adverse effect on the position of Hexa Tradex Limited, no litigations against the directors involving violation of statutory regulations or alleging criminal offence, criminal/ civil prosecution against the directors for any litigation towards tax liabilities, no pending proceedings initiated for economic offences against Hexa Tradex or its directors, adverse findings in respect of Hexa Tradex Limited as regards compliance with the securities laws, no penalties that were imposed by the authorities concerned on Hexa Tradex Limited or its directors; no outstanding litigations, defaults, etc. pertaining to matters likely to affect operations and finances of Hexa Tradex Limited, including disputed tax liabilities, prosecution under any enactment in respect of Schedule XIII to the Companies Act, 1956 (1 of 1956) etc. no pending litigations, defaults, non payment of statutory dues, proceedings initiated for economic offences or civil offences (including the past cases, if found guilty), no disciplinary action taken by the Board or stock exchanges against Hexa Tradex Limited or its directors, no small scale undertaking(s) or any other creditors to whom Hexa Tradex Limited owes a sum exceeding Rs. one lakh which is outstanding more than thirty days.

Outstanding litigations involving the promoter and promoter group companies There are no outstanding litigations, disputes, non-payment of statutory dues, overdues to banks / financial institutions, defaults against banks / financial institutions, defaults in dues towards instrument holders like debenture holders, fixed deposits, and arrears on cumulative preference shares issued, defaults in creation of full security as per terms of issue, other liabilities, proceedings initiated for economic / civil / any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (i) of Part I of Schedule XIII of the Companies Act, 1956) against the promoter and the top five listed group companies (based on market capitalization), except the following:

Litigation involving the Promoter – Jindal Saw Limited

Sr. No.

Nature of Litigation No. of Cases Amount Involved (Rs. In Crores)

A. Filed by Jindal Saw Ltd. 1. Civil Suits 7 1.33 2. Income Tax 5 13.24 3. Service Tax 10 1.58 4. Sales Tax 4 6.51 5. Excise and Customs 23 61.41 B Filed against Jindal Saw Ltd. 1. Civil Suits 5 0.12 2. Income Tax 6 17.24 3. Labour Laws 24 0.74 4. Other Matter 11 0.07

Litigations involving the Subsidiary Company – Hexa Securities & Finance Limited

Sr. No. Nature of Litigations No. of Cases Amount Involved (In Rs. Crores)

1. Income Tax 5 0.11

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Litigations involving Group Companies: 1. Jindal Steel & Power Limited Sr. No. Nature of Litigations No. of Cases Amount Involved

(In Rs. Crores) A. Filed by Jindal Steel and Power Limited 1. Civil Suits 23 15.83 2. Criminal Matters 22 41.76 3. Income Tax - - 4. Service Tax 5 0.09 5. Sales Tax 28 46.88 6. Excise and Customs 24 110.13 7. Labour Laws - - 8. Other Matters** 40 83.38 B. Filed against Jindal Steel and Power Limited 1. Civil Suits 53 120.92 2. Criminal Matters 5 - 3. Income Tax 5 10.72 4. Service Tax 31 58.74 5. Sales Tax 2 0.38 6. Excise and Customs 50 384.93 7. Labour Laws 9 1.23 8. Other Matters*** 43 217.99

Excluding 17 Income Tax matters amounting to Rs 190.42 Crores pending with the Income tax assessing officer which may or may not culminate to demand in the current year depending upon the position of tax under Minimum Alternative Tax (MAT). ** Out of 40 matters, 32 matters involves financial implication. These matters are pending with various courts/authorities as provided below: Before High Court of Orissa, under Building & Other Construction Workers Welfare Cess Act,

1996. Before Ombudsman – I Orissa Electricity Regulatory Commission, under Electricity

Regulations. Before Chhattisgarh High Court, under Electricity Act, 2003 (Regulatory Matters). Royalty matter before High Court of Orissa, under Orissa Minor Minerals Concession Rule,

2004. Before Gujarat High Court, under Company Act, 1956. Before Chhattisgarh High Court under Revenue Recovery Act, 1890. Before Central Electricity Regulatory Commission under CERC (Terms & Conditions of Tariff)

Regulations, 2009. Before High Court of Orissa, under Indian Railways Act, 1989 and/or Rules framed there under. Before District Consumer Disputes Redressal Forum, Raigarh, Chhattisgarh under Consumer

Protection Act, 1986. Before National Consumer Disputes Redressal Commission, under Consumer Protection Act,

1986. Before Chhattisgarh High Court, under Madhya Pradesh Upkar Adhiniyam, 1981. Before the High Court of Maharashtra, Nagpur Bench under The Railway Act, 1989. Before the High Court of Punjab & Haryana under The Railway Act, 1989. Before the High Court of Uttar Pradesh, Allahabad Bench under The Railway Act, 1989. Before the High Court of Kolkata under The Railway Act, 1989. Before Chhattisgarh High Court under Building & Other Construction Workers Welfare Cess

Act, 1996. Before Delhi High Court under Order XXI, Code of Civil Procedure, 1908.

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*** Out of 43 matters only 10 matters involves financial implication. These matters are pending with various authorities as provided below: Royalty Matter, before under Orissa Minor Minerals Concession Rule, 2004 Before National Consumer Disputes Redressal Commission, under Consumer Protection Act,

1986 Before Supreme Court of India under Chhattisgarh Upkar (Sanshodhan Adhiniyam), 2004. Before District Consumer Disputes Redressal Forum, Pune under Consumer Protection Act,

1986. Before Chhattisgarh High Court under Chhattisgarh Electricity Duty Act, 1949. Before Central Electricity Regulatory Commission under CERC (Terms & Conditions of Tariff)

Regulation, 2004. Before Labour Inspector, Provincial, at Lubumbashi under Article 298, Labor Code, 2002. Before Labour Inspector, Urbaine, at Lubumbashi under Labor Code, 2002.

2. JSW Steel Limited

Sr. No. Nature of litigations No. of cases Amount involved in Rs. crores

A. Filed by JSW Steel Limited 1. Civil Suits 16 7.81 2. Criminal Matters 12 12 3. Income Tax 2 12.47 4. Service Tax 23 68.03 5. Sales Tax 10 88.33 6. Excise and Customs 75 962.39 7. Other Matters 1 215

B. Filed against JSW Steel Limited 1. Income Tax 3 77.93 2. Service Tax 1 3.64 3. Excise and Customs 7 21.73

3. JSL Stainless Limited Sr. No. Nature of litigations No. of cases Amount involved in

Rs. crores A. Filed by JSL Stainless Limited 1. Civil Cases 41 41.07 2. Criminal Cases 10 0.22 3. Labour Cases - - 4. Income Tax 4 61.04 5. Service Tax 2 7.46 6. Sales Tax 2 0.03 7. Excise 4 3.15 8. Other Cases 4 3.5

B. Filed against JSL Stainless Limited 1. Civil Cases 37 69.75 2. Criminal Cases 14 0.00 3. Labour Cases 8 0.20 4. Income Tax 2 5.18 5. Service Tax 1 0.07 6. Sales Tax - - 7. Excise 17 8.41 8. Other Cases 7 -

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4. JSW Energy Limited Sr. No. Nature of litigations No. of cases Amount involved in

Rs. crores A. Filed by JSW Energy Limited 1. Civil Suits 2 - 2. Income Tax 6 94.19 3. Labour Laws 4 -

B. Filed against JSW Energy Limited 1. Civil Suits 5 105.35 2. Criminal Matters 1 - 3. Income Tax 1 27.93 4. Sales Tax 1 1.35 5. Labour Laws 3 -

5. Jindal South West Holding Limited Sr. No. Nature of litigations No. of cases Amount involved in

Rs. crores A. Filed by Jindal South West Holding Limited 1. Civil Suits 6 2.58 2. Income Tax 3 0.91

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GOVERNMENT APPROVALS Pursuant to the Scheme, all the permissions, approvals, licenses etc. granted by the Government and Government agencies in connection with or relating to the Investment Undertaking of Jindal Saw shall be transferred to and vested in and/or deemed to be transferred to and vested in our Company. Our Company has obtained the following approvals: Description Issuing

Authority Date of Issue

Date of Expiry

Certificate of Registration and allotment of TIN 09827602068 – UPVAT –XI

Department of Commercial Taxes, Government of Uttar Pradesh

March 22, 2011 Till the business is discontinued

Importer Exporter Code Office of Joint Director General of Foreign Trade

July 21, 2011 Till the business is discontinued

Registration under Section 7(1)/7(2) of the Central Sales Tax Act, 1956

Assistant Commisioner of Commercial Tax Bhuj – Kutch

June 6, 2011 Till the business is discontinued

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SECTION – 6 REGULATORY AND STATUTORY DISCLOSURES REGULATORY AND STATUTORY DISCLOSURES Authority for the scheme The Hon’ble High Court of Judicature at Allahabad, by its order dated September 19, 2011 has approved the Scheme of Arrangement between Jindal Saw Limited, Hexa Tradex Limited and their respective shareholders and creditors. In accordance with the Scheme, the Investment Undertaking of Jindal Saw Limited shall stand transferred to and vested with Hexa Tradex Limited Limited, w.e.f. January 1, 2011 (the appointed date under the Scheme) pursuant to Section 391 to 394 of the Companies Act, 1956. In accordance with the said scheme, the Equity shares of our Company to be issued pursuant to the Scheme shall be listed and admitted to trading on BSE and NSE. Such listing and admission for trading is not automatic and will be subject to fulfillment by our Company of listing criteria of BSE and NSE and also subject to such other terms and conditions as may be prescribed by BSE and NSE at the time of application by our Company seeking listing. Eligibility Criterion There being no initial public offering or rights issue, the eligibility criteria of SEBI (ICDR) Regulations 2009 do not become applicable. However, SEBI has vide its letter No. CFD/DIL-II/SK/AEA/OW/6681/2012 dated March 20, 2012 , granted for relaxing strict enforcement of clause (b) to sub-rule (2) of rule 19 thereof by making an application to the Board under sub-rule (7) of rule 19 of the SCRR. Our Company has submitted its Information Memorandum, containing information about itself, making disclosure in line with the disclosure requirement for public issues, as applicable to BSE and NSE for making the said Information Memorandum available to public through their websites viz. www.bseindia.com and www.nseindia.com. Our Company has made the said Information Memorandum available on its website viz www.hexatradex.com. Our Company will publish an advertisement in the news papers containing its details in line with the details required as per the above mentioned circular. The advertisement will draw specific reference to the availability of this Information Memorandum on its website. Prohibition by SEBI The Company, its directors, its promoters, other companies promoted by the promoters and companies with which the Company’s directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI. Disclaimer Statement by the Company The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or in the advertisements to be published in terms of SEBI circular no. SEBI/CFD/SCRR/01/2009/03/09 dated September 03, 2009 or any other material issued by or at the instance of the Company and that any one placing reliance on any other source of information would be doing so at his own risk should be incorporated. All information shall be made available by our Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner. Listing Application has been made to NSE and BSE for permission to deal in and for an official quotation of the Equity Shares of the Company. The Company has nominated NSE as the Designated Stock Exchange for the aforesaid listing of shares. The Company shall ensure that all steps for the completion of necessary formalities for listing and commencement of trading at all the Stock Exchanges mentioned above within such period as approved by SEBI. In Principle Approval from NSE & BSE The Company has received in-principle approval for Listing from NSE bearing no. NSE/LIST/155413-3 dated January 6, 2011 and listing approval from NSE bearing no. NSE/LIST/157512-8 dated February 8, 2012 and in-principle approval from BSE bearing no.

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DCS/AMAL/SR/24(f)/1067/2010-11 dated January 13, 2011 and listing approval from BSE bearing no. DCS/AMAL/NTP/IP/009/2012-13 dated April 4, 2012. SEBI Relaxation of Rule 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957 The Securities and Exchange Board of India has given relaxation of Rule 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957 to the company vide the letter bearing no. CFD/DIL-II/SK/AEA/OW/6681/2012 dated March 20, 2012. Disclaimer Clause - NSE As required, a copy of this Information Memorandum has been submitted to NSE. NSE has vide its letter dated January 6, 2011, approved the Scheme of Arrangement under clause 24(f) of the Listing Agreement and by virtue of the said approval NSE’s name is included in this Information memorandum as one of the stock exchanges on which this Company’s securities are proposed to be listed. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that this Information Memorandum has been cleared or approved by NSE; nor does NSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; nor does it warrant that the Company’s securities will be listed or continue to be listed on the NSE;; nor does it take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any securities of the Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against NSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription or acquisition, whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Disclaimer Clause – BSE As required, a copy of this Information Memorandum has been submitted to BSE. BSE has vide its letter dated January 13, 2011 respectively approved the Scheme of Arrangement under clause 24(f) of the Listing Agreement and by virtue of that approval, the BSE’s name is included in this Information Memorandum as one of the Stock Exchanges on which the Company’s securities are proposed to be listed. The BSE does not in any manner: warrant, certify or endorse the correctness or completeness of any of the contents of this

Information Memorandum; or warrant that this Company’s securities will be listed or will continue to be listed on the BSE; or take any responsibility for the financial or other soundness of this Company; and it should not for any reason be deemed or construed to mean that this Information

Memorandum has been cleared or approved by the BSE.

Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. Filing Copy of this Information Memorandum has been filed with NSE and BSE. Demat Credit The Company has executed Agreements with NSDL and CDSL for admitting its securities in demat form. The ISIN allotted to the Company’s Equity Shares is ISIN-750M01017. Shares have been allotted to those shareholders who have provided necessary details to the Company and/or who were holding their shares in Jindal Saw Limited in demat form as on the Record Date.

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Dispatch of share certificates Pursuant to the Scheme, on November 24, 2011, our Company has issued and allotted its Shares to eligible shareholders of Jindal Saw on the Record Date and our Company has dispatched share certificates to those shareholders who were holding shares in Jindal Saw in physical form, as on the Record Date. Expert Opinions Save as stated elsewhere in this Information Memorandum, we have not obtained an expert opinions. Previous Rights and Public Issues The Company has not made any public or rights issue since incorporation. Commission and Brokerage on previous issues Since the Company has not issued shares to the public in the past, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since its inception. Companies under the same management There are no companies under the same management within the meaning of Section 370(1B) of the Companies Act, 1956 other than the ones disclosed elsewhere in the Information Memorandum. Promise vis-a-vis Performance This is for the first time the Company is getting listed on the Stock Exchange. Outstanding Debenture or Bonds and Redeemable Preference Shares and Other Instruments Issued By the Company There are no outstanding debentures or bonds and redeemable preference shares and other instruments issued by the Company. Stock Market Data for Equity Shares of the Company Equity shares of the Company are not listed on any stock exchanges. The Company is seeking approval for listing of shares through this Information Memorandum. Disposal of Investor Grievances RCMC Share Registry Pvt. Ltd. is the Registrar and Transfer Agent of the Company to accept the documents/requests/complaints from the investors/shareholders of the Company. All documents are received at the inward department, where the same are classified based on the nature of the queries/actions to be taken and coded accordingly. The documents are then electronically captured before forwarding to the respective processing units. The documents are processed by professionally trained personnel. The Company has set up service standards for each of the various processors involved such as effecting the transfer/dematerialization of securities/change of address ranging from 3-7 days. RCMC Share Registry Pvt. Ltd. maintains an age-wise analysis of the process to ensure that the standards are duly adhered to. Mr. Pravesh Srivastava, the Company Secretary of the Company is vested with responsibility of addressing the Investor Grievance in coordination with Registrar & Transfer Agents. Name and Contact Address of the Company Secretary: Mr. Pravesh Srivastava Jindal Centre 12 Bhikaji Cama Place New Delhi 110066 Tel: +91-11-41462070 Fax: +91- -11-26170691 Email: pravesh.srivastava@hexatradex.com

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Change in auditors during last three years N. C. Aggarwal & Co., Firm Registration Number – 003273N was appointed as the first auditor of our Company on October 26, 2010. There has been no change in the auditors since the incorporation of the Company.

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MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

I. CAPITAL 1. The Authorised Share Capital of the Company shall be such amount and be divided into

such shares as may, from time to time, be provided in clause V of the Memorandum of Association payable in the manner as may be determined by the Board of Directors from time to time with power to increase, reduce, sub-divide or to repay the same or to divide the same into several classes and to attach thereto any right and to consolidate or sub-divide or re-organise the Shares and subject to Section 106 of the Companies Act, 1956, vary such rights as may be determined in accordance with the regulations of the Company and the Act.

2. Subject to the provisions of the Act, the company may, from time to time, by ordinary

resolution increase the authorized share capital by such sum, to be divided into shares of such amount, as may be specified in the resolution.

3. Subject to the provisions of these Articles, the Company shall have power to issue

Preference Shares which may at the option of the Company be liable to be redeemed out of profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption and the Board may subject to the provisions of Sections 80 and 80 A of the Act, exercise such power, in such manner as it may think fit.

4. Subject to the provisions of Section 81 of the Act and these Articles, the shares Capital

of the Company for the time being shall be under the control of the Board who may issue, allot or otherwise dispose of the same or any of them to such Persons, in such proportion and on such terms and conditions and either at a premium or at par or (subject to the compliance with the provision of Section 79 of the Act) at a discount and at such time as they may from time to time think fit and with the sanction of the Company in a General Meeting to give to any person or persons the option or right to call for any shares either at par or premium during such time and for such consideration as the Board deem fit, and may issue and allot shares in the share capital of the Company on payment in full or part of any property sold and transferred or for any services rendered to the Company in the conduct of its business and any shares which may so be allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares.

5. The Board of Directors may allot and issue Shares in the capital of the Company as

payment or part payment for any property, goods or machinery, sold or transferred or for services rendered to the Company.

6. Subject to the provisions of section 79A of the Companies Act, 1956, the Company may

issue sweat equity of a class of shares already issued, in the General Meeting by passing a special resolution specifying the number of Shares, current market price, consideration, if any, and the class or classes of directors or employees to whom such equity Shares are to be issued.

7. Subject to the provisions of section 77A of the Companies Act, 1956 the Company may

purchase its own Shares other specified securities (hereinafter referred to as (“Buy Back”) out of its free reserves or the securities premium account or the proceeds of any Shares or other specified securities by passing a special resolution in the General Meeting.

8. Subject to the provisions of Section 100 to 105 (both inclusive) of the Act, the Company,

from time to time, by special resolution reduce its capital in any way and in particular and without prejudice to the generally of the foregoing power may:

(a) Extinguish or reduce the liability on any shares in respect of share capital not paid

up; (b) Either with or without extinguishing or reducing liability on any of its shares, cancel

any paid up share capital which is lost or is unrepresented by available assets or;

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(c) Either with or without extinguishing or reducing liability on any of its shares, pay off any paid up shares capital which is in excess of the wants of the company upon the footing that it may be called up again and otherwise and the directors may subject to the provisions of the Act, accept surrender of shares.

9. The Company may exercise the power of paying commissions conferred by Section 76

of the Act and in such case shall comply with the requirements of that section. Such commission may be satisfied by the payment in cash or the allotment of fully or partly paid shares or debentures or partly in one way and partly in the other. The Company may also on any issue of shares or debentures pay such brokerage as may be lawful.

II. LIEN

10. The Company shall have a first and paramount lien -

(a) On every Share (not being a fully-paid Share), for all moneys (whether presently payable or not) called, or payable at a fixed time, in respect of that Share; and

(b) On all Shares (not being fully-paid Shares) standing registered in the name of a single person, for all moneys presently payable by him or his estate to the company:

Provided that the Board of Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this clause,

11. The Company's Lien, if any, on a Share shall extend to all dividends payable thereon.

III. CALLS ON SHARES 12. The Board may, from time to time, make calls upon the Members in respect of any

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:

i). Each Member shall, subject to receiving at least fourteen days' notice specifying the

time or times and place of payment, pay to the Company, at the time or times and place so specified, the amount called on his Shares.

ii). A call may be revoked or postponed at the discretion of the Board.

iii). A call shall be deemed to have been made at the time when the resolution of the Board

authorizing the call was passed and may be required to be paid by installments. iv). The joint holder of a Share shall be jointly and severally liable to pay all calls in respect

thereof.

IV. MEMBER’S RIGHT TO CERTIFICATE 13. (i) Every Member shall be entitled, without payment, to one or more certificates in

marketable lots, for all the shares of each class or denomination registered in his name, or if the Board so approve (upon paying such fee as the Directors may from time to time determine) to several certificates, each for one or more of such shares and the Company shall complete and have ready for delivery such certificates within three months from the date of allotment, unless the conditions of issue thereof otherwise provide, or within two months of the receipt of applications of registration of transfer, transmission, sub-division, consolidation or renewal of any of its shares as the case may be. Every certificate of shares shall be under the Seal of the Company and shall specify the number and distinctive numbers of shares in respect of which it is issued and amount paid-up thereon and shall in such form as the Board may prescribe and approve, provided that in respect of a 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 and delivery of a certificate of shares to one of several joint holders shall be sufficient delivery to all such holder.

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ii) No fee shall be charged for- (a) Registration of transfer or transmission of any class of shares. (b) Sub-division and consolidation of shares and debenture certificates and for sub-

division of letters of allotment and split, consolidation, renewal and pucca transfer receipts into denominations corresponding to the market units of trading.

(c) Sub-division of renounciable Letter of Right. (d) Issue of new certificates in replacement of those which are old, decrepit or worn

out or where the cages on the reverse recording transfers have been fully utilised.

(e) Registration of any Power of Attorney, Probate, Letters of Administration or similar other documents.

iii) The Company shall within three months after the allotment of its shares or debentures

and within one month after the application for the registration of the transfer of any such shares or debentures, complete and have ready for delivery the certificates of all shares and debentures allotted or transferred, unless the conditions of issue of the shares or debentures otherwise provide and the Company, shall otherwise comply with requirements of Section 113 and other applicable provisions (if any) of the Act.

The provisions of this Article shall mutatis mutandis apply to debentures of the Company.

14. Dematerialisation / Rematerialisation Of Securities

(i) Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize / rematerialise its securities and to offer securities in the dematerialised form pursuant to the Depositories Act. All securities held by a Depository shall be dematerialised and shall be in fungible form and no Certificate shall be issued for the securities held by the Depository.

(ii) Nothing contained in Article relating to transfer of shares in physical form shall apply

to transfer of securities held in Depository.

(iii) Where the securities are dealt with in a Depository, the Company shall intimate the details of allotment of relevant securities to the Depository on allotment of such securities.

(iv) The Register and Index of Beneficial Owners maintained by a Depository under the Depository Act shall be deemed to be a Register and Index of members and other security holders.

(v) As a registered owner, Depository shall not have any voting rights or any other rights

in respect of the securities held by it. Every person whose name is entered as the beneficial owner of shares in the records of the Depository shall be deemed to be a member of the Company. Every beneficial owner of securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of the securities which are held by the Depository.

V. TRANSFER AND TRANSMISSION OF SHARES 15.

(i) Save as otherwise provided in section 108 of the Act, transfer of share shall not be registered unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee has been delivered to the company together with the certificate, or if no such certificate is in existence, with the letter of allotment of the share and such other evidence as the board my require to prove the title of transferor and transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the register in respect thereof. Each signature to such transfer deed shall be duly attested by the signature of one credible witness who shall add his name and address.

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(ii) No transfer of shares shall be registered in favour of a person of unsound mind and no transfer of partly paid shares shall be registered in favour of a minor.

(iii) Subject to Section 111 of the Companies Act, 1956, the Board of Directors may

refuse to register any transfer of Shares (a) where the Company has a lien on the Share, or (b) where the Share is not a fully paid up Share, or (c) in case of shares not fully paid up while any moneys called up and payable at a fixed time in respect of the shares desired to be transferred, or any of them remain unpaid

(iv) 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 persons recognized by the Company as having any title to his interest in the Shares.

16. The Company shall recognize the right of every holder of Shares in, or holder of

debentures of the Company at any time to nominate, in the prescribed manner, a person to whom his Shares in, or debentures of, the Company shall vest in the event of his death subject to the provisions of section 109A of the Act.

VI. FORFEITURE 17. If any Member fails to pay any call or installment of a call, on or before the day appointed

for the payment of the same, the Board may, at any time thereafter during such time as the call or installment remains unpaid, serve a notice on such Member requiring him to pay the same, together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

18. The notice shall name a day (not being less than fourteen days from the date of the

notice) and a place or places on and at which such call or installment and such interest or expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment on or before the time, and at the place appointed, the Share in respect of which such call was made or the installment is payable will be liable to be forfeited.

19. If the requirements of any such notice as aforesaid are not complied with, any Shares in

respect of which such notice has been given may, at any time thereafter, before payment of all calls or installments, interests or expenses, due in respect thereof, be forfeited by the resolution of the Board to that effect.

20. When any Share shall have been so forfeited, notice of the resolution shall be given to

the Member in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.

21. Any Share so forfeited shall be deemed to be the property of the Company and the

Board may sell, re-allot or otherwise dispose off, the same, as it thinks fit. 22. The Board may, at any time before any Share so forfeited have been sold, re-allotted or

otherwise disposed off, annul the forfeiture thereof upon such conditions as it thinks fit. 23. A person whose Shares have been forfeited shall cease to be a Member in respect of the

forfeited Shares, but shall, notwithstanding the forfeitures remains liable to pay and shall forthwith pay to the Company, all calls, or installments, interests and expenses, owing upon or in respect of such Shares, at the time of forfeiture, together with interest thereon, from the time of forfeiture until payment, at 15 per cent per annum or such other rate as the Board may from time to time determine and the Board may enforce the payment thereof, or any part thereof without any deduction or allowance for the value of the Shares at the time of forfeiture, but shall not be under any obligation to do so.

24. A duly verified declaration in writing that the declarant is a Director or Secretary of the

Company and that certain Shares in the Company have been duly forfeited on a date

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stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the Shares and such declaration and the receipt of the Company for the consideration, if any, given for the Shares on the sale or disposition thereof shall constitute a good title to such Shares; and the person, to whom any such Share is sold shall be registered as the holder of such Shares and shall not be bound to see the application of the purchase money, nor shall his title to such Shares be affected by any irregularity or invalidity in the proceedings in reference to such forfeiture, sale or disposition.

25. The provisions of Articles 12 to 21 hereof shall apply in the case of non-payment of any

sum which, by the terms of the issue of a Share, becomes payable at a fixed time, whether on account of the nominal value of a Share or by way of premium, as if the same had been payable by virtue of a call made or notified.

26. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers

herein before 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 the Register in respect of the Share sold and the purchaser shall not be bound to see to the regularity of the proceedings, nor 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 damages only and against the Company exclusively.

VII. GENERAL MEETING 27. All General Meetings other than the Annual General Meeting shall be called Extra-

Ordinary General Meetings. 28. a) The Board may, whenever it thinks fit, call an Extra-Ordinary General Meeting.

b) If at any time there are not within India Directors capable of acting who are sufficient in number to form a quorum, any Director or any two Members of the Company may call an Extra-Ordinary General Meeting in the same manner, as nearly as possible, by which such a meeting may be called by the Board.

c) General Meeting may be called by giving to the Members not less than 21 days notice

in writing.

d) General Meeting may be called by giving a notice shorter than 21 days as per the provisions of the section 171(2) of the Act.

VIII. PROCEEDINGS AT GENERAL MEETINGS 29. (i) No business shall be transacted at any General Meeting unless a quorum of member

is present at the time when the meeting proceeds to business.

(ii) Five Members present in person shall be a quorum. 30. The Chairman, if any, of the Board, shall preside as Chairman of every General Meeting

of the Company. 31. If there is no such Chairman or if he is not present within fifteen minutes after the time

appointed for holding the meeting or is unwilling to act as Chairman of the meeting, the Directors present shall elect one of their Members to be Chairman of the meeting.

32. If at any meeting, no Director is willing to act as Chairman or if no Director is present

within 15 (fifteen) minutes after the time appointed for holding the meeting, the Members present shall choose one of the Members to be Chairman of the meeting.

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33. The Chairman may with the consent of any meeting at which a quorum is present and shall, if so directed by the meeting, adjourn the meeting, from time to time and from place to place.

34. No business shall be transacted at any adjourned meeting other than the business left

unfinished at the meeting from which the adjournment took place. 35. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting

shall be given as in the case of an original meeting. 36. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of

the business to be transacted at an adjourned meeting. 37. In the case of equality of votes, whether on a show of hands or on a poll, the Chairman

of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

38. Any business other than that upon which a poll has been demanded may be proceeded

with, pending the taking of the poll.

IX. DIRECTORS 39. The Board of Directors shall manage the business of the Company. The Board of

Directors shall have the power to pay all expenses incurred in registering the Company and may exercise all such powers of the Company as are not restricted by the Act or by these Articles. Nothing shall invalidate any prior act of the Board of Directors only on the ground of defect in its constitution.

40. The following shall be the first Directors of the Company:

1. Deepak Goel 2. Purushottam Das Sharma 3. Ranjit Malik

41. The Board of Directors shall consist of not less than three Directors and not more than

twelve Directors, or such higher number as approved by the Central Government. 42. The Board of Directors among themselves will elect the Chairman of the Board. 43. A Director shall not be required to hold any qualification shares in the Company. 44. Every Director shall receive out of the funds of the Company by way of sitting fees a sum

as determined by the Board of Directors from time to time for every Board meeting attended by him.

45. Subject to the provisions of section 309, 310, 311, 314 and 198 of the Companies Act,

1956, the remuneration of Directors may be a fixed sum or by a percentage of the net profits.

46. If any Director, being willing, shall be called upon to perform extra services or to make

any special exertions for any purposes of the Company or as a member of a Committee of the Board, then subject to Section 198, 309, 310 and 314 of the Act, the Board may remunerate the Directors so doing, either by a fixed sum or by a percentage of profit or otherwise and such remuneration may be in addition to any other remuneration to which he may be entitled.

47. Subject to Section 297 and 299 of the Act, no Director shall be disqualified from his office

for contracting with the Company nor shall any such contract entered into by or on behalf of the Company in which any Director is in any way interested be void, nor shall any Director contracting or being so interested be liable to account to the Company for any

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profit realized by any such contract by reason only of such Director holding that office. Notwithstanding anything contained herein it is essential for every interested Director to declare the nature of his interest at the meeting of the Directors in which, the contract is discussed and resolution for entering into the contract is passed.

48. Subject to the provisions of section 313 of the Act, the Board of Directors may appoint

any person to be an alternate Director to act for a Director (hereinafter in these Articles called the original Director) during his absence for a period not less than three months from the National Capital of Delhi.

49. The Company may, from time to time, by ordinary resolution increase or reduce the

number of Directors within the limits specified in Article 36. 50. Subject to the provisions of section 260 and other applicable provisions (if any) of the

Act, the Board of Directors shall have the power at any time, and from time to time, to appoint any person as an Additional Director in addition to the existing Directors but so that the total number of Directors shall not at any time exceed the number fixed for Directors in these Articles. Any Director, so appointed shall retire from office only upto the date of next Annual General Meeting of the Company but shall be eligible for election by the Company at that meeting as a Director.

51. Subject to the provisions of section 284 of the Act, the Company, may by ordinary

resolution, of which special notice has been given, remove any Director including the Managing Director before the expiration of the tenure of his office. Notwithstanding anything contained in these Articles or any agreement between the Company and such Director, such removal shall be without prejudice to any contract of service between him and the Company.

52. The Board of Directors shall have the power to appoint Directors to fill casual vacancy in

case any Director who was appointed by the Company in General Meeting vacates office as a Director before the expiry of his tenure. The Director so appointed shall remain in his office for the unexpired term of the vacating Director.

53. At each Annual General Meeting of the Company one third of such of the Directors for

the time being as are liable to retire by rotation, if their number is not three or multiple of three, then the number nearest to one-third shall retire from office. The Directors to retire by rotation at every Annual General Meeting shall be those who have been longest in the office since their last appointment, but as between persons who become Directors on the same day, those to retire shall, in default of and subject to any agreement among themselves, be determined by lot.

X. MANAGING DIRECTOR OR WHOLE TIME DIRECTOR 54. Subject to the provisions of the Act, the Directors shall, from time to time, appoint one or

more of their body to the office of the Managing Director or Whole Time Director for such period, remuneration, terms and conditions, as may by required from time to time. Appointment of such Managing Director shall automatically be terminated if he ceases to be a Director.

55. Subject to the provisions of Section 309, 310, 311, 314, 198, Schedule XIII to the Act and

any other provision (if any) of the Act, a Managing Director or Whole Time Director may be paid such remuneration (whether by way of salary, commission or participation in profits or partly in one way and partly in other) as the Board of Directors may determine from time to time.

56. Subject to Section 292 and other applicable provisions (if any) of the Act the Board of

Directors may entrust to and confer upon a Managing Director or Whole Time Director any of the powers exercisable by them, upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their

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own powers and may from time to time revoke, withdraw or alter or vary all or any such powers.

XI. PROCEEDINGS OF THE BOARD

57. Subject to Section 287 of the Act, the quorum necessary for any transaction of the

business at the meeting of the Board shall be one third of the total strength of Directors, or two directors, whichever is higher.

58. A meeting of the Board of Directors shall be held at least once in every three calendar

months and at least four such meetings shall be held in each calendar year, subject to Section 285 of the Act. The Director may meet together for the discharge of the business, adjourn and otherwise regulate their meetings and proceedings as they think fit.

59. Notice of every meeting of the Board of Directors of the Company shall be given in

writing to every Director for the time being in India and/or abroad and at his usual address in India and/or abroad for every other Director subject to Section 286 of the Act.

60. A meeting of the Directors for the time being at which a quorum is present, shall be

competent to exercise all or any of the authorities, powers and discretion by law or under the Articles and regulations for the time being vested in or exercisable by the Board.

61. The Managing Director or a Director or Secretary may at any time, upon the requisition of

any Director, shall convene a meeting of the Directors. 62. The questions arising at any meeting of the Directors shall be decided by a majority of

votes, and in case of any equality of vote, the Chairman shall have a second or casting vote.

63. The Directors may elect a Chairman of their meeting and determine a period for which he

is to hold office. If no such chairman is elected, or if any meeting the chairman is not present within five minutes after the time appointed for holding the meeting, the directors present shall choose one of their numbers to be chairman of the meeting.

64. Subject to the provisions of Section 292 and other applicable provisions (if any) of the

Act, the Directors may delegate any of their powers, other than the power to borrow and to make calls, to issue debentures and any other powers which by reason of the provision of the said Act cannot be delegated to Committees consisting of such Members or Members of their body as they may think fit, and they may from time to time revoke and discharge any such Committee either wholly or in part and either as to person or persons. Every Committee so formed, in exercise of powers so delegated, shall conform to any regulations that may from time to time be imposed on it by the Board of Directors and all acts done by any such Committee in conformity with such regulations and in fulfillment of the purpose of their appointment but not otherwise shall have the like force and effect as if done by the Board of Directors.

65. Subject to the provisions of Section 289 of the Act, a resolution not being a resolution

required by the Act or by these Articles to be passed at a meeting of the Directors, may be passed without the meeting of the Directors or a Committee of Directors provided that the resolution has been circulated in draft together with necessary papers, if any, to all the Directors or to all the Members of the Committee then in India (not less than the quorum fixed for a meeting of the Board or Committee) and to all other directors or members of committee, as the case may be, at their usual addresses in India, and has been approved by such of the Directors as then in India by a majority of such of them as are entitled to vote on the resolution.

66. All acts done by any meeting of the Board or of a committee thereof or by any person

acting as a director, shall, notwithstanding that it may afterwards discovered that there was some defect in the appointment of any one or more such directors or of any person

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acting as aforesaid, or that they or any of them were disqualified, be as valid as if ever such director or such person has been duly appointed and was qualified to be a director.

XII. POWERS OF THE DIRECTORS

67. Subject to Section 292 of the Act, the Board of Directors shall have the right to delegate

any of their powers to such managers, agents or other persons as they deem fit and may at their own discretion revoke such powers.

68. The Directors shall have powers for the engagement and dismissal of managers,

employees, clerks and assistants and shall have power of general direction, management and superintendence of the business of the Company with full power to do all such acts, matters and things deemed necessary, proper or expedient for carrying on the business of the Company, and to make and sign all such contracts and to draw and accept on behalf of the Company all such bills of exchange, cheques, drafts and other Government papers and instruments that shall be necessary, proper or expedient, for the authority and direction of the Company except only such of them as by the Act or by these presents are expressly directed to be exercised by Shareholders in the General Meeting.

XIII. MAINTAINENCE AND INSPECTION OF ACCOUNTS AND BOOKS

69. The Board shall cause proper books of accounts to be maintained under Section 209 of

the Act.

70. Subject to the provisions of these articles and the Act, the Board shall also, from time to time, determine whether and to what extent and at what time and places and under what conditions or regulations accounts and books of the Company or any of them, shall be open to the inspection of Members not being Directors.

71. No Member (not being a Director) shall have any right of inspecting any account or book

or document of the Company except as conferred by law or authorized by the Board or by the Company in General Meetings.

XIV. SECRECY 72. Subject to the provisions of the Act, every member, director, manager, auditor, trustee,

members of a committee, officer, servant, agent, accountant or other person employed in the business of the Company shall observe strict secrecy in respecting all transactions of the Company with its customers and the state of accounts with individuals and in matters relating thereto and shall not reveal any of the matters which may come to his knowledge in the discharge of his duties except when required to do so by the Board of Directors or by any General Meeting or by a law of the country.

XV. BORROWING POWERS

73. Subject to the provisions of Section 58A, 292, 293, 372A and any other provisions (if

any) of the Act and these Articles, the Directors shall have the power, from time to time and at their discretion, to accepts deposits from members whether in advance of calls or otherwise and generally raise or borrow moneys, either from directors, their friends and relatives or from others for the purpose of the Company and or secure the payment of any such sum of moneys in such manner and upon such terms and conditions in all respects as they think fit and in particular by receiving deposits, issue of debentures or bonds of the Company or by mortgage or charge or other security upon all or any of the properties (moveable or immovable) of the Company (both present and future) including its uncalled capital for the time being.

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XVI. OPERATION OF BANK ACCOUNTS 74. The Board shall have the power to open Bank Accounts, to sign cheques on behalf of

and in the name of the Company and to operate all Banking Accounts of the Company and to receive payments, make endorsements, draw, and accept negotiable instruments, hundies and bills or may authorize any other person or persons to exercise such powers.

75. All cheques, promissory notes, drafts, hundies, bills of exchange, other negotiable

instruments and all receipts for money 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 of Directors shall, from time to time, by resolution determine

XVII. CAPITALISATION

76. Subject to the provisions of the Act, the Company in General Meeting may resolve that

any money, investments or other assets forming part of the undivided profits of the Company standing to the credit of the Reserve Fund or any Capital Redemption Reserve Account, or in the hands of the Company and available for dividend (or representing premiums received on the issue of Shares and standing to the credit of the Securities Premium Account) be capitalized and distributed amongst such of the Shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportions on the footing that they become entitled thereto as capital and that all or any part such capitalized fund be applied on behalf of such Shareholders in paying up in full either at par or at such premium as the resolution may provide, any unissued Shares or debentures or debenture stock and that such satisfaction of their interest in the said capitalized sum. Provided that a Share Premium Account and a Capital Redemption Reserve Account may, for the purpose of this Article only be applied in the paying up of un issued Shares to be issued to Members of the Company as fully paid bonus Shares.

XVIII. INDEMNITY

77. Subject to the provisions of Section 201 of the Companies Act, 1956, the Chairman,

Directors, Auditors, Managing Directors and other officers or employee for the time being of the Company and any trustees for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators shall be indemnified out of the assets and funds of the Company from or against all suits, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or committed in or about the execution of their duties in their respective offices except those done through their willful neglect or default. Any such officer or trustee shall not be answerable for acts, omissions, neglects or defaults of any other officer or trustee.

XIX. WINDING UP

78. If the Company shall be wound-up, the liquidator may, with the sanction of a special

resolution of the Company and any other sanction required by the Act, divide amongst the Members in specie or in kind, the whole or any part of the assets of the Company, whether they shall consist of property of the same kind or not.

79. For the purpose aforesaid, the liquidator may set such value as he deems fair upon any

property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members.

80. The liquidator may, with the like sanction, vest the whole or any part of such assets in

trustees upon such trusts for the benefit of the contributories as the liquidator shall think fit but so that no Member shall be compelled to accept any Shares or other securities whereon there is any liability.

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XX. THE SEAL 81. The Board of Directors shall provide a common seal for the purpose of the Company and

shall provide for the safe custody of the same.

82. The common seal of the Company shall not be affixed to any instrument except by the authority of resolution of the Board or of a Committee of the Board authorized by it in that behalf and except in the presence of at least one director and that one director shall sign every instrument to which the seal of the Company is so affixed in his presence. The Share certificate will, however, be signed and sealed in accordance with Rule 6 of the Companies (Issue of Share Certificates) Rules, 1960.

83. Subject to the provisions of the Act, the Company may exercise powers with regards to

having an official seal for use abroad, and such powers shall be vested in the Board.

XXI. BALANCE SHEET AND PROFIT AND LOSS ACCOUNT 84. The Directors shall lay before each Annual General Meeting, the profit and loss account

for the financial year of the Company and balance sheet made up to the end of the financial year only and audited by statutory auditor of the Company appointed under the provisions of the Act.

XXII. AUDIT

85. Board of Directors shall appoint the first Auditors of the Company within one month after

its incorporation who shall hold office till the conclusion of first Annual General Meeting. 86. Subject to the provisions of section 224 and other applicable provisions (if any) of the

Act, the Board may fill up any casual vacancy in the office of the Auditors. 87. The Company in the Annual General Meeting shall fix the remuneration of the Auditors

except that remuneration of the first or any other Auditors appointed by the Board of Directors may be fixed by the Board of Directors.

XXIII. INTER-CORPORATE LOANS AND INVESTMENTS 88. Subject to the provisions of section 372A of the Act, the Board shall have the power,

from time to time and at their discretion to make any loan to any other body corporate, give any guarantee, or provide security, in connection with a loan made by any other person to or to any other person, and acquire by way of subscription, purchase or otherwise the securities of any other body corporate.

XXIV. DIVIDEND AND RESERVES

89. Subject to the rights of Members entitled to Share (if any) with preferential or special

rights attached thereto, the profits of the Company which it shall from time to time determine to divide in respect of any year or other period, shall be applied in the payment of a dividend on the equity Share of the Company but so that a partly paid Share shall only entitle the holder with respect thereof to such a proportion of the distribution upon a fully paid-up Share and so that where capital is paid-up in amount of such Shares or in advance of calls, such capital shall not rank for dividends or confer a right to participate in profits.

90. The Company in General Meeting may by ordinary resolution declare a dividend to be

paid to the Members according to their rights and interest in the profit and may, subject to the provisions of section 207 of the Act, fix the time for payment.

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91. The Company shall declare no larger dividend than is recommended by the Board, but the Company in General Meeting may by ordinary resolution declare a smaller dividend.

92. Subject to the provisions of section 205 of the Act, no dividend shall be payable except

out of the profits of the Company or out of moneys provided by the Central or a State Government for the payment of the dividend in pursuance of any guarantee given by such Government and no dividend shall carry interest against the Company.

93. The Board may, from time to time, pay to the Members such interim dividends as appear

to the Board to be justified by the profits of the Company. 94. Unless otherwise directed in accordance with section 206 of the Act, any dividend,

interest or other moneys payable in cash in respect of a Share may be paid by cheque or warrant sent through the post to the registered address of the holder or, in the case of joint holders to that one of the joint holders who is the first named in the Register in respect of the joint holding or as per the directions of the joint holders.

XXV. ALTERATION OF ARTICLES 95. The Articles set out hereinabove may be altered or amended at any time subject to the

provisions of the Companies Act, 1956 any statutory modification or re- enactment thereof and/ or rules and regulations framed thereunder.

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SECTION - 7 - OTHER INFORMATION

Documents for Inspection Copies of the following documents will be available for inspection at the registered office of our Company on any working day (i.e. Monday to Friday and not being a bank holiday in Uttar Pradesh) between 11:00 a.m. and 1:00 p.m. upto seven days from the date of filing of this Information Memorandum with the Stock Exchanges. 1. Memorandum and Articles of Association, as amended till date

2. Certification of incorporation and Certificate for Commencement of the business dated

October 25, 2010.

3. Reports of the statutory Auditors of the Company dated February 24, 2012 mentioned in this Information Memorandum

4. Order dated September 19, 2011 of the Honorable High Court of Judicature at Allahabad

approving the Scheme of Arrangement received on October 11, 2011.

5. ROC filing of the Scheme as on November 5, 2011. 6. Letter under Clause 24(f) of Listing Agreement dated January 6, 2011 of NSE and that of

BSE dated December 13, 2011 approving the Scheme.

7. SEBI’s letter bearing No. CFD/DIL-II/SK/AEA/OW/6681/2012 dated March 20, 2012 granting relaxation from the strict enforcement of the requirement of Rule 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957 for the purpose of listing of the shares of Hexa Tradex Limited.

8. Tripartite Agreement between the Company, the RTA and NSDL dated November 22, 2011.

9. Tripartite Agreement between the Company, the RTA and CDSL dated November 18, 2011.

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DECLARATION To the best of knowledge and belief of the Board of Directors of the Company, all statements made in this Information Memorandum are true and correct. For and on behalf of the Board of Directors of Hexa Tradex Limited Sd/- Sminu Jindal Managing Director Place: New Delhi Dated: April 9, 2012