GENERAL RISKS

Investment in equity and equity related securities involve a high degree of risk and investors should not invest any funds in this Issue unlessthey can afford to take the risk of losing their investment. Investors are advised to read the section titled “Risk Factors” beginning on Pageix of this Letter of Offer carefully before taking an investment decision in this Issue. For taking an investment decision, investors must relyon their own examination of the Issuer and the Issue including the risks involved. The securities have not been recommended or approvedby Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Letter of Offer. Investorsare advised to refer to “Risk Factors” beginning on page ix of this Letter of Offer before making an investment in this Issue.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Letter of Offer contains all informationwith regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this Letter of Offeris true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed hereinare honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such informationor the expression of any such opinions or intentions misleading in any material respect.

LISTING

The existing Equity Shares of our Company are listed on Bombay Stock Exchange Limited (BSE), National Stock Exchange of IndiaLimited (NSE) and, Ahmedabad Stock Exchange Limited (ASE). We have received in-principle approval from BSE, NSE and ASE for listingof the Equity Shares arising from this Issue vide letter no DCS/PREF/JA/IP-RT/170/09-10 dated May 13, 2009, letter no NSE/LIST/108636-K dated May 25, 2009 and letter no ASEL/09/284 dated May 28, 2009, respectively. For the purpose of this Issue, the Designated StockExchange shall be BSE.

LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE

PIRAMAL GLASS LIMITED(Incorporated initially as a Private Limited Company on February 6, 1998 under the name and style of “Gujarat Glass Private Limited” under the provisionsof the Companies Act, 1956, in the State of Maharashtra. Subsequently, the word ‘private’ was deleted from our Company’s name w.e.f. February 13, 1998and our Company became a Deemed Public Company pursuant to the provisions of Section 43A of the Companies Act, 1956. Our Company ceased to bea Deemed Public Company by operation of law consequent to insertion of Section 43A(2A) in the Companies Act, 1956, w.e.f. September 28, 2001 and theword ‘Private’ was added to its name. Our Company was converted into a Public Limited Company on March 6, 2007. On April 2, 2008, the name of ourCompany was changed to “Piramal Glass Limited”.)

Registered Office: Nicholas Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013.Tel.: +91 22 3046 7836 Fax: +91 22 2490 2363;

E-mail: complianceofficer.pgl@piramal.com; Website: www.piramalglass.com(The Registered Office of our Company was earlier situated at 100, Centre Point, Dr. Ambedkar Road, Parel, Mumbai – 400 012, which was shifted to

its present registered address with effect from November 3, 2004.)Corporate Office: Piramal Tower Annexe, 6th Floor, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013.

Tel: +91 22 3046 7836, Fax: +91 22 2490 2363, Website: www.piramalglass.com,Contact person: Ms. Maria Monserrate, Company Secretary & Compliance Officer, Email: complianceofficer.pgl@piramal.com

LETTER OF OFFERDated August 14, 2009

For Equity Shareholders of our Company Only

FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF OUR COMPANY ONLYISSUE OF 6,29,40,500 EQUITY SHARES OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. 30 (INCLUDING ASHARE PREMIUM OF RS. 20) PER EQUITY SHARE AGGREGATING Rs. 188.82 CRORES ON RIGHTS BASIS TOTHE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 7 (SEVEN) EQUITY SHARES FOREVERY 2 (TWO) FULLY PAID-UP EQUITY SHARES HELD ON THE BOOK CLOSURE DATE, I.E. AUGUST 13, 2009

Kotak Mahindra Capital Company Limited3rd Floor, Bakhtawar, 229, Nariman Point,Mumbai 400 021, IndiaTel: +91 22 6634 1100Fax: +91 22 2283 7517Email: pgl.rights@kotak.comInvestor Grievance Id: kmccredressal@kotak.comWebsite: www.kotak.comContact Person: Mr. Chandrakant BholeSEBI Registration No.: INM000008704

Link Intime India Pvt. Ltd.C-13, Pannalal Silk Mills Compound, L.B.S. Marg,Bhandup (W),Mumbai- 400 078.Tel: +91 22 2596 0320Fax: +91 22 2596 0329Email: pgl.rights@linkintime.co.inWebsite: www.linkintime.co.inContact Person: Ms. Vaishali SarangSEBI Registration No.: INR000004058

ISSUE PROGRAMME

ISSUE OPENS ON LAST DATE FOR REQUEST FORSPLIT APPLICATION FORMS

ISSUE CLOSES ON

August 26, 2009 September 3, 2009 September 9, 2009

TABLE OF CONTENTS

Description Page. No.

General Definitions and Abbreviations i Presentation of Financial Information and Use of Market Data vii Forward Looking Statements viii Risk Factors Risk Factors ix Introduction The Issue 1 Summary 2 General Information 14 Capital Structure 20 Objects of the Issue 29 Basis for Issue Price 31 Statement of General Tax Benefits 33 About Us Industry Overview 43 Our Business 49 Regulations and Policies 60 Our History and Certain Corporate Matters 64 Dividends 67 Our Subsidiaries 68 Management 73 Promoter and Promoter Group 89 Related Party Transactions 121 Financial Statements Auditors’ Report 122 Management Discussion and Analysis of Financial Conditions and Results of Operations

165

Financial Indebtedness 180 Legal and Regulatory Information Outstanding Litigation and Material Developments 191 Government and Other Approvals 229 Statutory and Other Information 233 Issue Related Information Terms of the Issue 246 Main Provisions of the Articles of Association of our Company Main Provisions of the Articles of Associations of our Company 265 Other Information Material Contracts and Documents for Inspection 279 Declaration 280

i

GENERAL

DEFINITIONS AND ABBREVIATIONS

In this Letter of Offer, the terms "we", "us", "our", "our Company" "" or "PGL", unless the context otherwise implies, refer to Piramal Glass Limited. All references to “Rupees”, “Rs.” ” refer to Indian Rupees, the official currency of Republic of India; references to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable, and the words “Lakh” or “Lacs” 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”. Any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off.

Conventional Terms & Abbreviations ACIT Assistant Commissioner of Income Tax ACM Audit Committee Meeting(s) AGM Annual General Meeting Addl, CIT Additional Commissioner of Income Tax Articles/ Articles of Association Articles of Association of Piramal Glass Limited AO Assessing Officer ASE Ahmedabad Stock Exchange Limited AY Assessment Year BSE Bombay Stock Exchange Limited Book Closure Date August 13, 2009 CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Limited CEGAT The Customs, Excise and Gold Appellate Tribunal CENVAT or cenvat The Central Value Added Tax CESTAT The Customs, Excise, Service Tax Appellate Tribunal CIT Commissioner of Income Tax CIT (A) Commissioner of Income Tax, Appeals Companies Act The Companies Act, 1956, as amended thereto from time to time Competition Act The Competition Act, 2002 and amendments from time to time

Consolidated Certificate In case of shares in physical form, the Company would issue one

certificate for the Equity Shares allotted to one folio CrPC Criminal Procedure Code, 1973 as amended to date DCIT Deputy Commissioner of Income Tax Delisting Guidelines SEBI (Delisting of Securities) Guidelines, 2003 issued by SEBI,

as amended, including instructions and clarifications issued by SEBI, from time to time.

Depositories Act The Depositories Act, 1996 and amendments thereto from time to time

DP Depository Participant EBIDTA Earnings before interest, depreciation and tax EPS Earnings per share Equity Shares Equity shares of our Company of Rs.10 each unless otherwise

specified in the context thereof Equity Shareholder A Holder of Equity Shares of our Company FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 and amendments

thereto from time to time FI Financial Institution FII Foreign Institutional Investors registered with SEBI under

applicable laws FIPB Foreign Investment Promotion Board Financial year/ fiscal/ FY The twelve months ended March 31 of a particular year, unless

otherwise stated

ii

GST Gujarat Sales Tax HUF Hindu Undivided Family ICAI Institute of Chartered Accountants of India ICM Investor Grievance Committee Meeting IPC Indian Penal Code, 1860 and amendments thereto from time to

time Indian GAAP The generally accepted accounting principles in India IRR Internal Rate of Return I.T. Act Income Tax Act, 1961 and amendments thereto from time to

time ITAT Income Tax Appellate Tribunal JMFC Judicial Magsitrate First Class Listing Agreement Agreement entered into between our Company with the Stock

Exchanges LOI Letters of Intent Memorandum/Memorandum of Association Memorandum of Association of Piramal Glass Ltd. MW Mega Watt MHADA Maharashtra Housing and Area Development Authority N.A. Not Applicable NAV Net Asset Value NPIL Nicholas Piramal India Ltd. NR Non Resident NRE Non Resident External Account NRI(s) Non Resident Indian(s) NRO Non Resident Ordinary Account NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited OCB(s) Overseas Corporate Body(ies) MODVAT/Modvat The Modified Value Added Tax p.a. Per annum PAT Profit after tax RBI Reserve Bank of India ROC Registrar of Companies, Mumbai, Maharashtra RoNW Return on Net Worth RTGS Real Time Gross Settlement s./S. Section ss./Ss. Sections SCN Show Cause Notice SEBI

The Securities and Exchange Board of India constituted under the SEBI Act, 1992

SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time

SEBI DIP Guidelines SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued by SEBI, effective from January 27, 2000, as amended, including instructions and clarifications issued by SEBI, from time to time.

SICA Sick Industrial Companies Act, 1985 SLR Sri Lankan Rupee Takeover Code The SEBI (Substantial Acquisition of Shares and Takeovers)

Regulations, 1997 as amended to date. USD United States Dollar u/s under section w.e.f with effect from w.r.t with respect to WOS Wholly Owned Subsidiary

iii

Company/Issue Related Terms Abridged Letter of Offer The Abridged Letter of Offer to be sent to the shareholders of

the Company with respect to this Issue in accordance with SEBI guidelines.

Allotment Unless the context otherwise requires, the allotment of Equity Shares pursuant to the Issue

Allotment Date The date on which Allotment is made, being September 22, 2009 Auditors The Statutory Auditors, M/s Haribhakti & Co., Chartered

Accountants, Vadodara Bankers to the Issue HDFC Bank Limited Board The Board of Directors of Piramal Glass Limited CAF Composite Application Form Chairman Mr. Ajay. G. Piramal Designated Stock Exchange For purpose of this Rights Issue, the Designated Stock Exchange

is BSE Depositories NSDL and CDSL Directors of our Company or our Directors Mr. Ajay G. Piramal, Dr. (Mrs.) Swati A. Piramal, Mr. Shitin

Desai, Mr. Bharat Kewalramani, Ms. Vinita Bali, Mr. N. Santhanam, Mr. Vijay Shah, Mr. Jiten Doshi and Mr. Dharendra Chadha.

Draft Letter of Offer Draft Letter of Offer dated April 23, 2009 filed with SEBI FTS Fibonacci Technology Services IFSC Indian Financial System Code Issue Issue of 6,29,40,500 Equity Shares of Rs. 10/- each for cash at a

price of Rs. 30 per share (including a premium of Rs. 20/- per share) on rights basis to the existing Equity Shareholders of our Company in the ratio of 7 (seven) Equity Shares for every 2 (two) Equity Shares held on the Book Closure Date being August 13, 2009 aggregating to Rs. 188.82 Crores

Issue Closing Date September 9, 2009 Issue Opening Date August 26, 2009 Issue Price Rs. 30/- Per Equity Share Investor(s) Shall include the holder(s) of Equity Shares of our Company as

on the Book Closure Date, i.e. August 13, 2009 and Renouncees, who are eligible to apply for and receive their Rights Entitlement, subject to applicable laws.

Internal Auditors M/s. Aneja Associates, Chartered Accountants IPO Initial Public Offer Lead Manager Kotak Mahindra Capital Company Limited Letter of Offer Letter of Offer dated August 14, 2009 as filed with the Stock

Exchanges after incorporating SEBI comments on the Draft Letter of Offer

Managing Director Mr. Vijay Shah PEL Piramal Enterprises Limited PHL Piramal Healthcare Limited Promoter Mr. Ajay G. Piramal Promoter Group Includes individuals, companies and entities enumerated in the

section titled as ‘Promoter and Promoter Group’ Registrars to the Issue or Registrars Registrars to this Issue and in this Issue being Link Intime India

Pvt. Ltd. Renouncees The persons who have acquired Rights Entitlements from Equity

Shareholders Rights Entitlement The number of Equity Shares that a shareholder is entitled to, on

the basis of the ratio decided, in proportion to his/her shareholding in our Company as on the Book Closure Date

Rights Issue The issue of Equity Shares on rights basis based on terms of this Letter of Offer

iv

Statutory Auditors M/s. Haribhakti & Co, Chartered Accountants, Vadodara Stock Exchange(s) Shall refer to the Bombay Stock Exchange Limited, National

Stock Exchange of India Limited and the Ahmedabad Stock Exchange Limited where the Shares of our Company are presently listed

Share Transfer Agent Freedom Registry Limited (Erstwhile Amtrac Management Services Limited)

SCRR Securities Contracts (Regulations) Rules, 1957 as amended from time to time

Company / Industry Related Terms ACL Applied Ceramic Labelling Amber Coloured bottle typically brown in colour BVQI Bureau Veritas Quality International C&P Cosmetics & Perfumery Flint Transparent bottle Flacconage Medium to small size glass containers ISO International Organization for Standardization JURAN Level II JURAN Level II of Six Sigma Certification Lehr An annealing oven OTC Over the Counter OHSAS Occupational Health Safety Assessment Series Pharma Pharmaceutical PET Polyethylene terephthalate, which is commonly used plastic

material for food grade material SF&B or F&B Specialty Food & Beverages or Food & Beverages TPD Tonnes per day TQM Total Quality Management Type I, Type II, Type III Represents the leaching tendency of glass with respect to acid

v

OVERSEAS SHAREHOLDERS

The distribution of this Letter of Offer and the issue of Equity Shares on a rights basis to persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer may come are required to inform themselves about and observe such restrictions. The Company is making this issue of Equity Shares on a rights basis to the shareholders of the Company and will dispatch the Letter of Offer/Abridged Letter of Offer and Composite Application Form (“CAF”) to such shareholders who have an Indian address. No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for that purpose, except that this Letter of Offer was filed with SEBI for observations. and SEBI has given its observations vide its interim letters dated May 8, 2009, May 23, 2009 and May 28, 2009 and its final letter dated July 31, 2009. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and this Letter of Offer may not be distributed in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of this Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and, in those circumstances, this Letter of Offer must be treated as sent for information only and should not be copied or redistributed. Accordingly, persons receiving a copy of this Letter of Offer should not, in connection with the issue of the Equity Shares or the rights entitlements, distribute or send the same in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations. If this Letter of Offer is received by any person in any such territory, or by their agent or nominee, they must not seek to subscribe to the Equity Shares or the rights entitlements referred to in this Letter of Offer. Neither the delivery of this Letter of Offer nor any sale hereunder, shall under any circumstances create any implication that there has been no change in the Company’s affairs from the date hereof or that the information contained herein is correct as at any time subsequent to this date.

NO OFFER IN THE UNITED STATES

The rights and the Equity Shares of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws and may not be offered, sold, resold or otherwise transferred within the United States of America or the territories or possessions thereof (the ‘‘United States’’ or ‘‘U.S.’’) or to, or for the account or benefit of, “U.S. Persons” as defined in Regulation S under the Securities Act (‘‘Regulation S’’), except in a transaction exempt from the registration requirements of the Securities Act. The rights referred to in this Letter of Offer are being offered in India, but not in the United States. The offering to which this Letter of Offer relates is not, and under no circumstances is to be construed as, an offering of any shares or rights for sale in the United States or as a solicitation therein of an offer to buy any of the said shares or rights. Accordingly, this Letter of Offer/Letter of Offer/Abridged Letter of Offer and the enclosed CAF should not be forwarded to or transmitted in or into the United States at any time. Neither the Company nor any person acting on behalf of the Company will accept subscriptions or renunciation from any person, or the agent of any person, who appears to be, or who the Company or any person acting on behalf of the Company has reason to believe is, either a “U.S. person” (as defined in Regulation S) or otherwise in the United States when the buy order is made. Envelopes containing CAF should not be postmarked in the United States or otherwise dispatched from the United States or any other jurisdiction where it would be illegal to make an offer under the Letter of Offer, and all persons subscribing for the Equity Shares and wishing to hold such Equity Shares in registered form must provide an address for registration of the Equity Shares in India. The Company is making this issue of Equity Shares on a rights basis to shareholders of the Company and the Letter of Offer/Abridged Letter of Offer and CAF will be dispatched to shareholders who have an Indian address. Any person who acquires rights and the Equity Shares will be deemed to have declared, represented, warranted and agreed, (i) that it is not and that at the time of subscribing for the Equity Shares or the rights entitlements, it will not be, in the United States when the buy order is made, (ii) it is not a “U.S. person” (as defined in Regulation S), and does not have a registered address (and is not otherwise located) in the United States, and (iii) is authorized to acquire the rights and the Equity Shares in compliance with all applicable laws and regulations. The Company reserves the right to treat as invalid any CAF which: (i) does not include the certification set out in the CAF to the effect that the subscriber is not a “U.S. person” (as defined in Regulation S), and does not

vi

have a registered address (and is not otherwise located) in the United States and is authorized to acquire the rights and the Equity Shares in compliance with all applicable laws and regulations; (ii) appears to the Company or its agents to have been executed in or dispatched from the United States; (iii) where a registered Indian address is not provided; or (iv) where the Company believes that CAF is incomplete or acceptance of such CAF may infringe applicable legal or regulatory requirements; and the Company shall not be bound to allot or issue any Equity Shares or rights entitlement in respect of any such CAF. The Company is informed that there is no objection to a United States shareholder selling its rights in India. Rights entitlement may not be transferred or sold to any U.S. Person.

vii

PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA Financial Data Unless stated otherwise, in this Letter of Offer unless the context otherwise requires all the references to one gender also refers to another gender. The financial data in this Letter of Offer contains financial statements of our Company on a standalone basis and consolidated with those of its subsidiaries. Unless indicated otherwise, the financial data in this Letter of Offer is derived from the financial statements as of and for the years ended March 31, 2005, 2006, 2007, 2008 and 2009, prepared in accordance with Indian GAAP and the Act, restated in accordance with applicable SEBI (DIP) Guidelines, as stated in the report of our Statutory Auditors, M/s Haribhakti & Co, Chartered Accountants, included in this Letter of Offer. Unless indicated otherwise, the operational data in this Letter of Offer is presented on a consolidated basis. In accordance with SEBI’s requirements, we have also presented in this Letter of Offer standalone financial statements of our Company as of and for the years ended March 31, 2005, 2006, 2007, 2008 and 2009, prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with applicable SEBI (DIP) Guidelines. Our Company’s fiscal year commences on April 01 and ends on March 31. The references for the fiscal year are to the twelve-month period ended March 31, 2005, 2006, 2007, 2008 and 2009. Currency of Presentation All references to “India” contained in this Letter of Offer are to the Republic of India, all references to the “US” or the “U.S.” or the “USA”, or the “United States” is to the United States of America, and all references to “UK” or the “U.K.” are to the United Kingdom. All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India, all references to “US$” or “USD” are to United States Dollars, the official currency of the United States of America, all references to “GBP” or “£” are to Great Britain Pounds, the official currency of the United Kingdom, and all references to “SLR” are to the official currency of Sri Lanka. Unless stated otherwise, throughout this Letter of Offer, all figures have been expressed in crores. In this Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding-off, and unless otherwise specified, all financial numbers in parenthesis represent negative figures. Industry and Market Data Unless stated otherwise, market and industry data used throughout this Letter of Offer has been obtained from a market research agency and based on our estimates / assumptions. Industry publications generally state 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 industry / market data used in this Letter of Offer is reliable, it has not been independently verified.

viii

FORWARD LOOKING STATEMENTS Our Company has included statements in this Letter of Offer which contain words or phrases such as “will”, “aim”, “is likely to result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”. All forward looking statements are subject to risks, uncertainties and assumptions about our Company that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. Important factors that could cause actual results to differ materially from our Company’s expectations include but are not limited to: • General economic and business conditions in the markets in which our Company operates and in the

local, regional, national and international economies; • Changes in laws and regulations relating to the sectors/areas in which our Company operates; • Increased competition in the sectors/areas in which our Company operates; • Our Company’s ability to successfully implement its growth strategy and expansion plans, and to

successfully launch and implement various projects and business plans for which funds are being raised through this Issue;

• Our Company’s ability to meet its capital expenditure requirements; • Fluctuations in operating costs; • Our Company’s ability to attract and retain qualified personnel; • Changes in technology; • Changes in political and social conditions in India or in countries that our Company may enter, the

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

• The performance of the financial markets in India and globally; and • Any adverse outcome in the legal proceedings in which our Company is involved. For a further discussion of factors that could cause our Company’s actual results to differ, see the section titled “Risk Factors” and the chapters titled “Our Business” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” beginning on page ix, 49 and 165 of this Letter of Offer respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither our Company nor the Lead Manager nor any of the respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirement, our Company and the Lead Manager will ensure that investors in India are informed of material developments until the time of the grant of listing and trading permission by the Stock Exchange.

ix

RISK FACTORS

An investment in Equity Shares involves a high degree of risk. The investors should carefully consider all the information in this Letter of Offer, including the risk and uncertainties described below, before making an investment in our Company’s Equity Shares. The investors should read this section in conjunction with the Sections “Our Business” and “Management Discussion and Analysis of Financial Condition and Results of Operations” beginning on Pages 49 and 165 respectively of this Letter of Offer as well as other financial information contained in this Letter of Offer. If any of the following risks actually occur, our Company’s business, results of operations and financial condition could suffer, the trading price of its Equity Shares could decline, and the investors may lose all or part of their investment. This Letter of Offer has statistical data regarding the Glass industry. This data has been obtained from Market Research Agencies that our Company and the Lead Manager believe to be reliable. Neither our Company nor the Lead Manager has independently verified such data. The financial and other implications of material impact of risks concerned, wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are a few risk factors where the impact is not quantifiable and hence the same has not been disclosed in such risk factors. Unless otherwise stated in the relevant risk factors set forth below, our Company is not in a position to specify or quantify the financial or other implication of any risks mentioned herein. INTERNAL RISK FACTORS 1. There are certain criminal proceedings pending against our Company’s promoter, Managing

Director and an independent director. The following cases / complaints have been filed against our Promoter Mr. Ajay G. Piramal in his capacity as the Director and Chairman of Piramal Healthcare Limited: S. No. Filed by Nature & Particulars of Dispute. Amount

involved (Rs. in crores)

1. Mr. Loknath Ratnakar (an ex-consignment agent)

A Criminal Complaint was filed on July 30, 2002, before Patna Junior Magistrate, First Class (“JMFC”) on the allegation of illegal termination of agency. Revision Petition has been filed before the Sessions Judge against the Order issuing summons to the parties and the records have been called for, from the Lower Court.

N/A

2 Mr. Loknath Ratnakar (an ex-consignment agent)

A Criminal Complaint was filed on December 9, 2002, before Patna JMFC alleging that though PHL has taken a road permit through the complainant, it supplied products directly through its distributor and not through the complainant. Matter has been kept for return of Service of Summons.

N/A

3 The Inspector, Security Guards Board.

A complaint was filed before the Metropolitan Magistrate Court, Bombay, on September 16, 2004 alleging contravention of the provisions of the Maharashtra Private Security Guards (Regulation of Employment & Welfare) Act, 1991 on the ground that PHL has not recruited security guards from the Security Board. PHL filed a Writ Petition u/s 482 of Cr.P.C. before the Bombay High Court and the High Court has admitted the Petition and granted interim stay of the proceedings before the Lower Court as against the Chairman of PHL, Mr. Ajay G. Piramal. However, there is no stay of proceedings as against PHL. The Complaint is pending hearing and final disposal.

N/A

4 The Registrar of Companies

Three Show Cause Notices were issued to PHL, on February 6, 2004; May 12, 2004; and May 10, 2004 respectively, with copies to Mr. Ajay G. Piramal in his capacity as Chairman of PHL, for offences u/s 205 C of the Companies Act, 1956 for not transferring unpaid or unclaimed dividend to the Investor Education & Protection Fund within the prescribed period. The amounts have

N/A

x

S. No. Filed by Nature & Particulars of Dispute. Amount involved

(Rs. in crores)since been duly transferred. Application has been made for compounding the offence, which is pending.

5 Mr. R. B. Jhunjunwala

A Complaint, bearing No 614R of 2006, was filed before the Magistrate’s Court at Girgaum for alleged offences under IPC on account of non-transfer of certain disputed PHL shares in his name. A Criminal Application was filed by all the Accused (PHL and its Officers) in the Complaint before the High Court at Bombay for quashing the complaint u/s 482 of Cr.P.C. The High Court has by its Order dated February 3, 2009 stayed further proceedings in the Complaint. The Criminal Application has been admitted and the complaint has been stayed till hearing and final disposal of the Criminal Application.

N/A

The following cases / complaints have been filed against the Managing Director of our Company Mr. Vijay Shah during his tenure as an Executive Director of Piramal Healthcare Limited: S. No. Filed by Nature & Particulars of Dispute. Amount

involved (Rs. in crores)

1.

2.

The Food Inspector, Nadiad Mr. Loknath Ratnakar (an ex-consignment agent)

A Criminal Complaint, bearing No. 5 of 2002, was filed against PHL before the JMFC at Nadiad on May 29, 2002, alleging that PHL has committed an offence under the Prevention of Food Adulteration Act, 1954 in respect of Rejoint Dietary Supplement on the grounds that a sample was adulterated and misbranded and also by not making a declaration in respect of animal origin in relation to the gelatine capsule. The complaint has also named the Directors of PHL as persons accused. The case is pending hearing and final disposal. A Criminal Complaint was filed on July 30, 2002, before Patna Junior Magistrate, First Class (“JMFC”) on the allegation of illegal termination of agency. Revision Petition has been filed before the Sessions Judge against the Order issuing summons to the parties and the records have been called for, from the Lower Court.

N/A

N/A

3 Mr. Loknath Ratnakar (an ex-consignment agent)

A Criminal Complaint was filed on December 9, 2002, before Patna JMFC u/s 406, 420 & 120 B of IPC alleging that though PHL has taken a road permit through the complainant, it supplied products directly through its distributor and not through the complainant. Matter has been kept for return of Service of Summons.

N/A

4

The Drugs Inspector, Drugs Control Department, New Delhi

A Criminal Complaint was filed against the Company before the Metropolitan Magistrate, New Delhi u/s 18(a)(i) and section 27(d) of the Drugs and Cosmetics Act, 1940 against PHL and Mr. Vijay Shah. The complaint has been filed on the ground that Tixylix children’s cough linctus was found not to be of standard quality and gave a negative test for Pholcodine. However, a Petition u/s 482 Cr.P.C. being number 5148 of 2006 in the Delhi High Court for quashing the proceedings. The High Court has asked the Drug Authorities to file their reply and has granted exemption from personal appearance to Mr. Vijay Shah.

N/A

5

The Drugs Inspector, Drugs Control Department, New Delhi

A Criminal Complaint was filed against the Company u/s 18(a)(i) and section 27(d) of the Drugs and Cosmetics Act, 1940 against PHL and Mr. Vijay Shah. The complaint has been filed on the ground that Tixylix children’s cough linctus was found not to be of standard quality and gave a negative test for Pholcodine. However, a Petition u/s 482 Cr.P.C., bearing number 5146-48 of 2006, was filed in the Delhi High Court for quashing the proceedings. The High Court has asked the Drug Authorities to file a reply and has

N/A

xi

S. No. Filed by Nature & Particulars of Dispute. Amount involved

(Rs. in crores)granted exemption from appearing in the Trial Court. The matter came up before the Delhi High Court on February 27, 2009 when, at the request for proxy counsel for the company, the matter is adjourned to July 22, 2009. Interim Order to continue.

6 The Drugs Inspector, Drugs Control Department, New Delhi

A criminal complaint, bearing Cr. Case No.8/2004, was filed against PHL u/s. 18 (a) (i) and s. 27(c) of the Drugs & Cosmetics Act, 1940. The complaint has been filed on the ground that that a sample Tixylix children’s cough linctus was found to be not of standard quality and gave a negative test for Pholcodine and Phenylpropanolamine Hcl. A petition u/s 482 Cr.P.C. being number 5147 of 2006 has been filed in the Delhi High Court for quashing the proceedings. The High Court has asked the Drugs Authorities to file reply. The Criminal Complaint came up for hearing before the Magistrate on January 19, 2009 when PHL’s counsel informed the court that in another connected matter, the High Court was seized of the core issue for determination in the section 482 petition filed by the company and as such requested to adjourn the matter subsequent to the next date of the matter before the High Court. In view, thereof, the Magistrate was pleased to adjourn the hearing of the complaint to August 24, 2009.

N/A

The following case / complaint has been filed against a Director of our Company Ms. Vinita Bali in her capacity as a Trustee of Britannia Industries Limited Covenanted Staff Pension Fund and Britannia Industries Limited Officers Pension Fund and as the Managing Director of Britannia Industries Limited. S. No. Filed by Nature & Particulars of Dispute. Amount involved

(Rs. in crores) 1. Mr. Satish Kumar

Garcha, an ex-employee of Britannia Industries Limited.

A Criminal Complaint, bearing No.946/1, was filed in the Court of ACMM, Patiala House, New Delhi against Ms. Vinita Bali in her capacity as a Trustee of Britannia Industries Limited Covenanted Staff Pension Fund and Britannia Industries Limited Officers Pension Fund (collectively “Funds”) and as the Managing Director of Britannia Industries Limited alleging that they did not receive pension as per the Rules of the Funds. The Delhi High Court u/s Sec.482 of Cr.P.C has been pleased to pass Interim Orders staying the proceedings pending before the ACMM, Patiala.

N/A

The aforesaid proceedings are pending at different levels of adjudication before various judicial authorities. An adverse outcome in any of these litigations could have a material adverse effect on our Directors involved in such litigations, as well as on our business, prospects, financial condition and results of operations. For further details regarding the above-mentioned legal proceedings, see the section “Outstanding Litigation and Material Developments” beginning on page 191 of this Letter of Offer.

2. Our Company and the Promoter Group companies are parties to certain legal proceedings. There are outstanding litigations filed by and against our Company and certain Promoter Group companies. Our Company is defendant in legal proceedings incidental to its business and operations. These legal proceedings are pending at different levels of adjudication before various courts and tribunals. In such legal proceedings, if any significant claims are determined against our Company and it is required to pay any portion of the disputed amounts, it could have an adverse effect on our Company’s business and profitability. A summary of the legal proceedings in which our Company is involved as on date is as follows:

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Cases filed against Our Company

S. No. Type of Cases Description No. of Cases

Amount (Rs. in crores)

1. Income Tax Cases

Disputed Claims (Disputes include those relating to various disallowances in assessment proceedings

1 80.94

2. Sales Tax Cases Disputed claims on the levy of sales tax 1 7.21 3. Labour Cases Cases relating to reinstatement of workmen with

back wages, workmen’s compensation, participation in illegal strikes

79 0.76

Total 81 88.91 Cases filed by Our Company S. No. Type of Cases Description No. of

Cases Amount

(Rs. in crores) 1. Income Tax

Cases Disputed Claims (Disputes include those relating to various disallowances in assessment proceedings

6 95.78

2. Excise Cases Disputed Claims relating to MODVAT credit 5 0.73 3. Sales Tax Cases Disputed claims on the levy of sales tax 1 1.96 Total 12 98.47

For further details on the outstanding litigation of our Company and Promoter Group companies, please refer to section titled “Outstanding Litigation and Material Developments” beginning on Page 191 of this Letter of Offer. 3. We have incurred significant losses during the past few years; further losses may impair our ability

to continue as a going concern Over the past few years, our net worth has progressively deteriorated, we have incurred heavy losses and we have negative operating cash flows. Our Company’s net worth on a consolidated basis has declined from Rs. 185.81 crores as on March 31, 2007 to Rs. 88.08 crores as on March 31, 2009. Our company has incurred losses over the last couple of years, amounting to Rs. 22.84 crores for the year ended March 31, 2008 and Rs. 102.51 crores for the year ended March 31, 2009 . A number of factors have caused the decline in our financial condition, including amongst others, losses in our subsidiaries, significant investments in capital expenditure and acquisitions leading to high depreciation and financing costs and adverse movements in foreign exchange rates. For sustaining our operations we require infusion of funds at regular intervals, absence of which may lead to significant liquidity issues. On a standalone basis, we have also incurred a loss amounting to Rs. 54.35 crores for the year ended March 31, 2009, which was primarily due to higher financing cost caused by a significant rise in borrowings in the Issuer Company, significant rise in crude oil prices during a part of the year resulting in higher fuel costs and due to foreign exchange losses on borrowings denominated in foreign currency. The losses incurred by subsidiaries are primarily due to high labour costs, under utilization of manufacturing facilities caused by a decline in demand leading to lower absorption of fixed overheads and also due to deterioration in the USA economy. In the event we continue to incur further losses leading to a further erosion of our networth, we may be classified as a potentially sick company or a sick company within the meaning of the Sick Industrial Companies Act, 1985 or may require us to be referred to BIFR. In such an event we may not be able to function as a going concern, may lead to restrictions being imposed on our functioning and may have a further detrimental impact on our financial performance causing a decline in our market value. 4. Our Company has incurred a substantial amount of indebtedness, which could adversely affect our

financial condition In October 2005, we acquired the assets of The Glass Group Inc., USA. In the past few years, we have invested significant amounts in capital expenditure at our manufacturing facilities in India, Sri Lanka and USA. Our subsidiaries have also incurred significant amounts of indebtedness for sustaining operations and financing working capital needs. Over the past few years, the proportion of exports to our sales has increased leading to higher working capital requirement.

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As on March 31, 2009, our standalone debt aggregated Rs. 911.49crores and our consolidated debt aggregated Rs. 1,357.07 crores. Consequently, our debt equity ratio on a standalone basis has increased from 1.70:1 as on March 31, 2006 to 4.35:1 as on March 31, 2009 and on consolidated basis, it has increased from 2.2:1 as on March 31, 2006 to 15.4:1 as on March 31, 2009. Of our aggregate standalone debt of Rs.911.49 crores as at March 31, 2009, Rs. 731.60 crores is repayable in the next six months and of our aggregate consolidated debt of Rs. 1,357.09 crores as at March 31, 2009, Rs. 803.86 crores is repayable in the next six months. The Company has rolled over a long-term buyers credit of Rs. 5.98 crores from Axis Bank and a short-term loan of Rs. 100 crore from Yes Bank. The following is a Schedule of the details of the rollover.

S. No.

Name of Lender

Date of Drawdown/Disbursement

Original Repayment Date

Period of Rollover

Re-scheduled Date

1. Axis Bank

January 20, 2009 June 20, 2009 7 months January 20, 2010

2. Yes Bank

February 2, 2009 June 2, 2009 5 months November 2, 2009

In the event we are unable to repay the debt or are unable to reschedule the loans or are unable to create a charge on our properties within the time stipulated in the loan agreements, our lenders may initiate legal recourse against us. We may also not be able to raise further financing which may lead to a permanent or temporary shutdown of our manufacturing facilities. Additionally, our properties on which our plants are located are mortgaged in favour of lenders. In the event we are unable to repay the debt or interest thereon as per the repayment schedule or are unable to reschedule the loans, the lenders may attach our properties and / or factory resulting in disruption of our business operations. In the event, any one or more of the factors as mentioned above materialize, our financial condition and results from operations may be adversely affected. 5. Our Company does not have any long-term contracts with any of its customers Our Company does not have any long-term contracts with any of our customers and our sales are based on purchase orders received from the customers on a periodic basis. While, we have entered into Supply/Sourcing Agreements (SA) or Letters of Intents (LOI) with some of our customers in the USA, such SAs or LOIs specify that the customers would issue purchase orders against which supplies would need to be made, hence SAs or LOIs may not necessarily translate into sales. Further, the SAs or LOIs may be terminated solely at the customers discretion with either no or relatively short notice. Our ability to sell is dependent on our being able to manufacture products of acceptable quality that meet the customers’ specifications and to deliver such products on a timely basis. Even though we have been dealing with some of our customers for several years, we cannot assure that we will be able to continue our association with key customers. The loss of, or significant reduction in business from our customers could have a material adverse impact on our financial condition. 6. Our manufacturing facilities at Kosamba and Jambusar are dependent on adequate supplies of gas;

shortage or disruption in gas supplies may lead to higher operating cost and consequent decline in operating margins

We have entered into long term gas supply arrangements with GAIL (India) Limited, Indian Oil Corporation and Gujarat Gas Limited for our plants at Kosamba and Jambusar. We have, in the past, been faced with shortages in gas supplies primarily due to reduction in availability of gas supply, scheduled maintenance or breakdowns of the gas pipeline, etc. Though in the past, gas shortages/disruptions in supply ranged between a few hours to a maximum of 3 days, we cannot assure that we will not face major disruptions/inadequate supplies in the future. In the event we are unable to procure the requisite quantity of gas, we may need to procure alternative fuel such as furnace oil from the spot market which is relatively expensive as compared to gas and may adversely impact our profitability and results from operations. Further, the prices of the gas have also been volatile in the recent times. In case of adverse changes in the gas prices, there may be an adverse impact on our profitability and results from operations. 7. Our operating results are affected by movements in exchange rates, particularly between the rupee

and that of US dollar. We export our products and import certain inputs; consequently adverse movements in the rupee against the

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U.S. dollar may have a negative impact on our results of operations and financial condition. We present our financial statements in Indian Rupees, while our products are typically priced in rupees for Indian sales and in U.S. dollars for international sales. For the year ended March 31, 2009, our sales outside India including exports comprised 73.53% of our revenues. Further, movements in foreign exchange rates also impacts the presentation of our consolidated financial statements. We have recently started hedging our foreign exchange risks and do not have much experience in such transactions. The aggregate amount of outstanding forward contracts entered into by our Company as on March 31, 2009 amounted to US$ 91.35 million. There can be no assurance that we will benefit from our hedging contracts and we may also suffer losses as a result of adverse changes in the foreign exchange markets. While we may use foreign currency forward and option contracts to hedge risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions, changes in exchange rates may have a material and adverse effect on our results of operations and financial condition. 8. Our gas supply contracts may be terminated in case we are unable to make payments or provide

requisite guarantees or ensure minimum off-take of gas. For securing long term gas supplies, we have entered into contracts with GAIL (India) Limited and Indian Oil Corporation and have provided bank guarantees / letters of credit for securing payments which will be due under such contracts. These contracts are liable to be terminated if we are unable to make payment within 7 days from the due date of the invoice or if the letters of credit/bank guarantees are not renewed within 7 days prior to their expiry or if our Company does not ensure a certain minimum off-take of gas. In the event we are unable to meet the payment criteria as specified in such contracts or ensure the minimum off-take of gas, such contracts may be terminated. In this event, we may need to procure alternative fuel such as furnace oil from the spot market which is relatively expensive as compared to gas which may adversely impact our profitability and results from operations. 9. There are limited number of suppliers for soda ash which is a principal raw material, non

availability or delay in the supply of soda ash may lead to disruption in production Soda Ash is a key raw material used in our manufacturing process. There are a limited number of suppliers in India viz. three and globally viz five who can supply requisite quality of soda ash. While we procure soda ash domestically and through imports, we are affected by fluctuations in prices, fluctuations in foreign exchange rates, availability of requisite quantities as per our time specifications while meeting our quality standards. If we are unable to procure requisite quantities of soda ash in a timely manner at reasonable prices, we may face disruption in production which may adversely impact our profitability and results from operations. 10. Changes in our C&P product mix may adversely affect our results from operations and profitability. Our C&P products cater to premium, mid and mass market segments. Profitability in premium C&P products is relatively higher as compared to the mid and mass market segments. While we cater to a number of large players in the premium C&P segment, the global macro environment has resulted in lower disposable incomes with consumers leading to a shift towards mid and mass market C&P products from premium C&P products. Our ability to supply to key customers in the premium C&P segment is also dependent on our being able to meet the stringent quality standards and deliver within specified time frames. In the event, we witness a further shift in consumer demand from premium to the mid and mass market segment or are unable to meet customer requirements, our results from operations and profitability may be adversely affected. 11. Consolidation in the global C&P flacconage industry may have an adverse impact on our C&P

revenues The global C&P flacconage industry is dominated by a few players, with the top 10 players commanding as much as 86% of the global market share in this segment (Source: FTS). Any further consolidations amongst these global C&P players may result into still fewer players controlling the supply in this segment and thereby adversely affecting realizations in this segment. This could have a material adverse effect on our results of operations and financial condition.

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12. We have high working capital requirements which we meet through a mix of short term and long term funds. If we experience insufficient cash flows to meet the required payment of debt or are unable to arrange for sufficient amounts towards working capital requirements, our operations may be adversely affected.

We require a significant amount of working capital for our operations comprising primarily of receivables and inventories. As of March 31, 2009, our receivables and inventories represented 3.25 months and 2.38 months of the consolidated sales for the year ended March 31, 2009. Moreover, with growth in our sales, we may need to incur additional indebtedness in the future to satisfy our working capital needs. All of these factors have resulted, or may result, in increases in the amount of our receivables, inventories and borrowings. There can be no assurance that we will continue to be successful in arranging adequate working capital for our operations on acceptable terms or at all, which could adversely affect our financial condition and results of operations. 13. A partial or complete shutdown of any of our furnaces may have a material adverse effect on our

results of operations and financial condition. Our manufacturing facilities comprise of furnaces, I.S. Machines, Annealing Lehr, Blower, Compressor, Captive Power Plant etc, of which, the furnace is most critical. These furnaces are subject to operating risks, such as the breakdown, leakage or failure, lack of adequate quantities of fuel, scheduled repairs and maintenance and industrial accidents. The occurrence of any of these risks could affect our operations by causing stoppage of production at one or more facilities to complete or partial shutdown. In the event we are required to shutdown any of our furnaces, we continue to incur fixed costs such as labour, energy, and other fixed overheads, which may lead to an adverse effect on our results of operations. Although we undertake regular repairs and maintenance activities and have taken other reasonable precautions to minimize the risk of any significant operational problems at our manufacturing facilities, no assurance can be given that one or more of the factors mentioned above will not occur, which could have a material adverse effect on our results of operations and financial condition. 14. Due to the nature of our business operations, we may be left with unsold inventory which may

adversely affect our profitability and results from operations. We use furnaces for our manufacturing operations, which are required to be operated as a continuous process plant. While we generally manufacture against specific orders, we are required to have a minimum run size for our furnaces to operate effectively. In certain cases for operating our furnaces at optimum capacity, we may manufacture in excess of the order on hand in anticipation of expected demand. We may manufacture standard products and other products in anticipation of demand for operating the furnace on a continuous basis. Also, since some of our products our customized as per customer specifications, we may not be allowed to sell to any other party. While we use forecasting techniques for planning our production, we cannot assure that we will be able to sell the inventory in a timely manner or at all. We may, in such instances, be required to liquidate our inventory at lower prices or recycle such excess inventory which will adversely impact our results from operations and profitability. In the event that a significant build up of inventory occurs, we will need to invest higher amounts in working capital until we are able to dispose off such excess inventory. This will lead to higher financing cost thereby adversely affecting our profitability. 15. We do not own any patents, trademarks or other forms of intellectual property relating to our

products and production processes. The manufacturing process for flacconnage is generic and does not entail significant technical or specialized knowledge. The intellectual property with respect to the products designed on the basis of customer specifications, belongs to such customers and we do not retain any rights with respect to such intellectual property. The intellectual property in the products designed by our design team is not registered under any of the Indian intellectual property laws and therefore such designs could be used by our customers without any legal remedy being available to our Company to prevent such use. Our Company relies in part on mutual trust for protection of our trade secrets and confidential information relating to our products and production processes. While it is our Company’s policy to take precautions to protect our Company’s trade secrets and confidential information against breach of trust by our employees, customers and suppliers, our Company does not have written confidentiality agreements with any of them. As such it is possible that unauthorized disclosure of our trade secrets or confidential information may occur and our Company cannot assure you that our Company will be successful in protecting its trade secrets and confidential information.

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16. Our US subsidiary has been incurring significant losses. Net loss for the year ended March 31, 2008

and the year ended March 31, 2009 aggregated to Rs. 31.74 crores and Rs. 35.31 crores respectively. If our US subsidiary is unable to turnaround, our consolidated results from operations and profitability will be adversely affected.

Our subsidiary in the USA which we acquired has been incurring significant losses over the past few years, due to various factors such as the manufacturing facilities functioning at below optimum capacity, high fixed overheads, decline in demand in the US markets, etc. Due to these factors, one of the two furnaces in the US manufacturing facility has been shut down since April 1, 2009. For optimal performance of the manufacturing facility, we need to operate both the furnaces concurrently; hence a continued and elongated period of shutdown of the furnace will lead to lower absorption of overheads, lower revenues, higher losses and adversely affect our results from operations. In the event our US subsidiary is unable to generate adequate profits, our consolidated results of operations and profitability will be adversely affected. 17. We have entered into agreements with selling agents in Indian and certain overseas markets;

termination of such contracts may adversely affect our sales and financial condition We have entered into selling agency agreements in India and certain overseas markets such as Germany, Indonesia, Mexico, South Africa, Greece, Thailand, Turkey, etc. primarily for our C&P business. In the event, such agreements are terminated for any reason whatsoever, our sales in the said markets may be adversely affected and have an adverse impact on our profitability. 18. Our registered office is on premises that have been taken on a license basis Our registered office is on premises, which have been licensed to us by Alpex International Limited, one of our Promoter Group companies. Any adverse title, ownership rights, development rights of our licensor or any breach of contractual terms of the agreement we have entered into or our inability to renew this agreement on terms acceptable to us or at all may cause an adverse effect on our business operations. 19. Certain restrictive covenants in our Company’s financing agreements may limit our operational and

financial flexibility and our future results of operations. Our financial condition may also be adversely affected if we are unable to comply with certain maintenance covenants contained in the financing agreements.

Some of our financing agreements and debt arrangements set limits on and/or require it to obtain lender consents before, among other things, issuing new securities, to amend or modify the constitutional documents, change in management, merger, demerger, pledge, lien, consolidation, reorganization, dissolution, scheme of arrangement or compromise or other security interest with the creditors or shareholder or effect any scheme of amalgamation or reconstruction, selling significant assets, approach capital markets for mobilizing additional resources either in the forms of debts or equity, withdraw or allow to be withdrawn any monies brought in by the promoter and directors or relatives and friends of the promoter or directors of our Company. In addition, certain financial covenants may limit our Company’s ability to borrow additional funds or to incur additional liens. In the past, we have been able to obtain required lender consents for such activities. However, there can be no assurance that we will be able to obtain such consents in the future. If we are unable to obtain such consents we may be forced to forgo or alter our plans, which could adversely affect our results of operations and financial condition. We cannot provide assurance that such covenants will not hinder our business development and growth in the future. In the event that we breach any of these covenants, the outstanding amounts due under such financing agreements could become due and payable immediately. A default under one of these financing agreements may also result in cross-defaults under other financing agreements and result in the outstanding amounts under such financing agreements becoming due and payable immediately. Defaults under one or more of our financing agreements could have a material adverse effect on our results of operations and financial condition. 20. We need to renew, maintain or obtain statutory and regulatory permits, licenses and approvals for

our business operations and manufacturing facilities from time to time. Any delay or inability to obtain the same may have an adverse impact on our business.

We require several statutory and regulatory permits, licenses and approvals to operate our business and our

xvii

manufacturing facilities. Many of these approvals are granted for fixed periods of time and need renewal from time to time. We are required to renew such permits, licenses and approvals during the time frame specified by the respective regulations. There can be no assurance that the relevant authorities will issue such permits or approvals in time or at all. Further, these permits, licenses and approvals are subject to several conditions, and we cannot provide assurance that we shall be able to continuously meet such conditions or be able to prove compliance with such conditions to the statutory authorities. This may lead to cancellation, revocation or suspension of relevant permits/ licenses/ approvals, which may result in the interruption of our operations and may have a material adverse impact on the business. 21. Our Company does not own the intellectual property rights to the “Piramal” trademark, word mark

and logo and our Company shares the use of the same with other entities belonging to our Company’s promoter group.

The intellectual property rights to the “Piramal” trademark, word mark and logo are owned by PEL, which is a promoter group company. PEL is the registered proprietor of the “Piramal” trademark, word mark and logo under the Trademarks Act, 1999. We have not entered into any trademark license agreement with PEL for the use of the said trademark and the use of the same is based on an oral understanding with PEL. Our Company is therefore, only a permitted user of the said trademark and does not have the right to take legal recourse in case of an infringement. We are presently able to leverage on the “Piramal” trademark in Indian and overseas markets and our revenues and profitability may be adversely affected in the event we are unable to continue to use the same. No assurance can be given that we will be able to continue to use the “Piramal” trademark, which could have a material adverse effect on our results of operations and financial condition. 22. We have applied for certain permits, licenses & approvals and have applied for renewal of some of

the existing permits, licenses & approvals for our business operations and for re-appointment of our Managing Director. Inability to obtain any of these within time may adversely affect our business operations.

We have applied for certain permits, licenses & approvals and have applied for renewal of some of the existing permits, licenses & approvals for our business operations, manufacturing facilities & other locations and for re-appointment of our Managing Director. The details of approvals, licenses, permits, etc. which are pending renewal are provided below:

Regarding our Jambusar Plant Sr. No. Description of application Authority Date of application 1 Certificate of Approval certifying

that the Management system standards of the Jambusar plant is ISO 14001:2004 compliant for design and development of moulds, manufacture and supply of soda-lime and borosilicate glass containers.

Bureau Veritas Quality International

IMS Audit for further process of renewal is underway.

Regarding our Koasmba Plant

Sr. No. Description of application Authority Date of application 1 Certificate of Approval certifying

that the Management system standards of the Kosamba plant is OHSAS 18001:1999 compliant for design and development of moulds, manufacture and supply of soda-lime and borosilicate (Type I, II & III) glass containers.

Bureau Veritas Quality International

IMS Audit for further process of renewal is underway.

Regarding our Managing Director

Sr. No. Description of application Authority Date of application 1 Application for re-appointment Ministry of Corporate Affairs,

Government of India. July 29, 2009

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For details of such permits, licenses & approvals, please refer to the section titled “Government and Other Approvals” beginning on Page 229 of this Letter of Offer. 23. Our insurance policies provide limited coverage, potentially leaving it uninsured against some

business risks. Our business operations could result in personal injury and loss of life, damage to or destruction of property, plant and equipment and damage to the environment, and are subject to risks including fire, theft, flood, earthquakes and terrorism. Although we implement safety measures to reduce the risk of fire and thefts, we cannot eliminate these risks completely. We maintain insurance coverage in such amounts and against such risks, which we believe, is in accordance with industry practice. We have insurance policies that may provide some insurance cover for capital asset, vehicles, public liability, burglary, money, group personal accident, natural calamity or other problem at our Company’s facilities. However, such insurance may not be adequate to cover all conceivable losses or liabilities that may arise from operations. It may also incur liability claims in excess of its insurance coverage or which are subject to substantial deductibles, or it may incur uninsured liability costs. In addition, insurance proceeds may not be adequate to completely cover the substantial liabilities, lost revenues or increased expenses that our Company may incur. Moreover, any claims made under the policies are likely to cause the premiums to increase, and our Company may not be able to maintain adequate insurance coverage levels in the future. 24. Labour problems could adversely affect our results of operations and financial condition. Our Company’s workers at Kosamba and Jambusar plant are members of labour unions namely the Bhartiya Karmchari Sangh (affiliated to Bharitiya Mazdoor Sangh) and Baroda Glass Works Kamdar Mandal, respectively. A year ago the workmen at the Kosamba plant resorted to an illegal and unjustified strike causing reduction in full utilization of the plant capacity. Other than this strike, we had good relations with its unions for past several years and have experienced no significant industrial relations problems. However, we cannot assure that we will not experience labor unrest in the future, which may delay or disrupt our operations. If work stoppages, work slow-downs or lockouts at our facilities occur or continue for a prolonged period of time, our results of operations and financial condition could be adversely affected. 25. We are dependant on the management team for its success whose loss could adversely impact our

Company. Our success largely depends on the continued services and performance of the management and other key employees. The loss of any of the senior management or other key personnel may adversely affect the operations, finances and profitability of our Company. Failure or inability to efficiently manage our human resources may affect our ability to implement our business plans and may have a material effect on our business and operations. 26. Our reputation may be adversely affected if we fail to meet safety, quality, social, environmental and

ethical standards. As part of the Piramal Group, we believe that we have a good corporate reputation. Should we fail to meet high safety, quality, social, environmental and ethical standards, our corporate reputation could be damaged, leading to the rejection of products by customers, devaluation of the Piramal brand and diversion of management time into rebuilding and restoring our reputation. 27. Increased competition may result in lower prices of or a decreased market share for our products.

Failure to effectively compete may reduce our profitability. We experience competition across markets for our products from domestic and international players. We compete with other Glass manufacturers on the basis of availability of technology, product quality, cost competitiveness, cost effectiveness and other factors as well as based on price, reputation, customer service and customer convenience. Failure to compete effectively may decrease or prevent us from increasing our market share and reduce profitability. For further details on our competitors, please refer to Section titled "Our Business" beginning on page 49 of this Letter of Offer.

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28. In the event that our competitors develop substitutes by developing other packaging solutions such

as plastic and other forms of packaging for our products, or there is a change in technology, we may face difficulties in marketing our products causing a decline in our revenues and profitability.

We constantly endeavor to keep abreast of the developments in the glass industry and shall be adapting to new developments and technological advancements, if any, from time to time. In case we are unable to adapt ourselves to the new developments taking place in the industry and our competitors take advantage of the same / develop substitutes, our business and profitability may be adversely affected. 29. Compliance with and changes in safety, health and environmental laws and regulations may

adversely affect our results of operations and financial condition. We are subject to safety and health laws and regulations such as the Environment (Protection) Act, 1986, the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981 and the Hazardous Wastes (Management & Handling) Rules, 1989 (as amended upto May 21, 2003). These laws and regulations impose controls on our fire safety standards, and other aspects of its operations. We have incurred and expect to continue to incur, operating costs to comply with such laws and regulations. In addition, we have made and expect to continue to make capital expenditure on an on-going basis to comply with the safety and health laws and regulations. We may be liable to the Government of India or the State Governments or Union Territories with respect to our failures to comply with applicable laws and regulations. Further, the adoption of new safety and health laws and regulations, new interpretations of existing laws, increased governmental enforcement of laws or other developments in the future may require us to incur additional capital expenditure or incur additional operating expenses in order to maintain our current operations or take other actions that could have a material adverse effect on our financial condition, results of operations and cash flow. Safety, health and environmental laws and regulations in India, in particular, have been increasing in stringency and it is possible that they will become significantly more stringent in the future. The costs of complying with these requirements could be significant. 30. Any defects in the products manufactured by us could lead to lawsuits being filed against us in

foreign jurisdictions. An adverse order / decree in any of these lawsuits could have a material adverse effect on our operations

In the Cosmetics & Perfumery, Pharmaceuticals and Food and Beverages segments, we supply glass bottles and jars to leading and reputed companies in the global markets either directly or through our subsidiaries. Any defect in the products could lead to lawsuits being filed in these jurisdictions against us. We could be asked to pay compensatory costs and punitive damages if the lawsuits are finally decided against us. The quantum of punitive damages could be very high and paying such damages could affect our cash flows and have a material adverse effect on our operations. If the products are directed / ordered to be recalled from the market, our corporate reputation could be damaged, leading to the rejection of products by customers, devaluation of the Piramal brand and diversion of management time into rebuilding and restoring our reputation. 31. Our ability to export or to import may be adversely affected by the imposition of, or increase in the

rate of anti-subsidy or anti-dumping duties. Any change in the duty structure that affects our ability to export our products to the Americas and the European Union, including the imposition of, or increase in the rate of anti-subsidy or anti-dumping duties, may have an adverse effect on our revenues, results of operations and financial condition. We may also face similar problems in the import of raw materials.

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32. There has been a shortfall in fulfillment of certain promises made in the previous issues by one of our subsidiaries and a group company.

Piramal Glass Ceylon PLC (PGC) (our subsidiary) Promise made in the Offer Document

Performance Reasons for variation in the performance

Incur an amount of SLR 3700 million or shifting the Horana plant and expansion of capacity from 120 TPD to 205TPD

An amount of SLR 4114 million was spent as against SLR 3700 Million as mentioned in the Offer Document

Instead of incurring an amount of SLR 3700 million as disclosed in the Offer Document, PGC incurred an additional amount of SLR 414 Million due to the following reasons : • Change in specification of

inspection machinery • Additional expenses incurred

for shifting and erecting equipment from old to new plant location

• Additional expenses for Electrical boosting to increase the draw

Piramal Healthcare Limited (Our Group Company)

(Rs. in crores) Objects of the

Issue Original

Expenditure (as mentioned

in the PHL LOF)

Actual Amount

Spent

Variation Reasons for variation in the performance

New formulations manufacturing facility at Baddi

165 24.43 (140.57) Additional capital expenditure incurred for R&D activities and acquisition, consequently, expenditure towards setting up of the formulations manufacturing facility at Baddi, to be funded out of the Rights Issue proceeds was correspondingly reduced and the same was funded from internal accruals.

Establishing new facility for manufacturing Inhalation Anaesthetic products at Hyderabad

27 27

- As per LOF

Capital expenditure for R&D activities

40 75 35 Additional capital expenditure for R&D activities was incurred due to change in business plan

144.4 144.4 - As per LOF General Corporate Purposes, including Strategic Initiatives.

- 61.7 61.7 Investments (after the Rights Issue) in BioSyntech Inc and in connection with the acquisition of business from Avecia Pharmaceuticals (U.K.) Ltd.

Total

376.4 332.53 (43.87) This represents the difference between the total expenditure and the issue size, which as per the LOF has been met out of internal accruals.

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Projected versus Actual manufacturing capacity at Baddi, Himachal Pradesh Details of manufacturing facility Projected capacity Actual capacity Reasons for variation

in the performance Softgel capsules 200 million

capsules 80 million capsules Change in market

conditions led to change in demand for this product, consequently lower capacity was setup

33. Renunciation by any shareholder in favor of a non-resident or FII may require prior approval of the

RBI and/or FIPB subject to certain terms and conditions. Renunciation of rights entitlement in our Company by any shareholder in favor of a non-resident or a FII may require prior approval of RBI and/or FIPB subject to certain terms and conditions. There can be no certainty as to the conditions subject to which the approval will be granted or if the approval will be granted at all. For more details on the restrictions applicable to non-residents or FIIs please refer to the section titled “Terms of the Issue” beginning on page 246 of this Letter of Offer. 34. If our Promoter and Promoter group entities are required to subscribe to additional shares in the

Rights Issue to meet the under subscription, it would result in increasing the Promoter and Promoter Group shareholding. This would result in reduction of public shareholding and consequently, certain restrictions being placed upon us.

The Promoter and Promoter Group of our Company together hold 69.94% of our Equity Share capital. The Promoter and Promoter Group have undertaken to ensure that the Issue is fully subscribed. This may result in an increase in the Promoter and Promoter Group shareholding beyond the limits specified in the Listing Agreement. Consequently, it is possible that certain restrictions may be placed on the Company by regulators and we may also be required to comply with additional regulatory requirements. The Company and the Promoter have undertaken to comply with all applicable laws if the Promoter and Promoter Group shareholding increases beyond the limits specified in the Listing Agreement. However, other than meeting the requirements indicated in the section on “Objects of the Issue” (on Page 29 of this Letter of Offer) there is no intention to de-list the Company, even though the Promoter and Promoter Group shareholding increases beyond the prescribed limits. Non-compliance with such requirements may result in possible penalties and further dilution. For example, we may not be able to undertake an issuance of securities under Chapter XIIIA of the SEBI Guidelines. 35. Further issuance of Equity Shares by our Company and / or divestment of existing holding by any of

the major shareholders of our Company could affect the price of our Equity Shares in the secondary market.

Any future issuance of equity shares by our Company could dilute earnings per share and adversely affect trading price of our equity shares and could impact our ability to raise capital through an offering of the securities. Also the sale of our equity shares by any of the major shareholders could adversely affect trading price of its equity shares and could impact our ability to raise capital through an offering of the securities. In addition, any perceptions by investors that such an issuance or sale might occur, could also affect the trading price of our equity shares. 36. We have entered into and may continue to enter into related party transactions We have, in the course of our business entered into transactions with its promoter group companies. For instance we entered into transactions purchase of goods, services and assets and sale of goods with associate companies. The extent of related party transactions for the year ended March 31, 2009 entered into by PGL are provided below:

xxii

Nature of the Transaction March

31, 2005

March 31, 2006

March 31, 2007

March 31,

2008

March 31,

2009

Transactions with Associates

Purchase of Goods/Services/Assets % to Total Material Cost 0.19% - - 1.02% 0.53% Sales of Goods % to Total Net Sales 4.34% 3.21% 3.09% 2.97% 2.12% Reimbursement of exp. Recd. % to Total Other Expenses 0.09% - 0.02% 0.00% 0.01% Reimbursement of exp. Paid. % to Total Other Expenses 0.54% 1.51% 1.14% 0.12% 0.31% Corporate Service Charges % to Total Other Expenses - - 1.36% 1.25% 0.86% System Service Charges % to Total Other Expenses 0.16% 0.03% - - - Outstanding Payables % to Total Liabilities - 0.11% - - - Outstanding Receivable % to Total Debtors 3.43% 2.06% 1.72% 1.45% 1.42% Transactions with Key Management Personnel Remuneration % to Total Staff Cost 3.66% 0.92% 0.47% 0.66% 0.72% Loan % to Total Loans & Advances -0.13% - - - - Balance Receivable at year end % to Total Loands & Advances 1.07% - - - - For more information regarding our related party transactions, see the section titled “Related Party Transactions” on page 131 and 151 of this Letter of Offer. Further our business is expected to involve transactions with such related parties in the future. 37. Some of our subsidiaries have incurred losses during the past three years The following subsidiaries of our Company have incurred losses in the last three years, as set forth in the table below:

Financial Data (Rs. Cr.) Sr. No.

Name of the Company March 31, 2007 March 31, 2008 March 31, 2009

1 Piramal Glass (UK) Ltd. (3.44)* (0.63) (1.18) 2 Piramal Glass - USA, Inc (73.50)# (31.74) (35.31) 3 Piramal Glass International, Inc (0.01) (0.01) 0.22 * As of December 31, 2007 # As of December 31, 2006.

xxiii

The subsidiaries have incurred losses as mentioned above due to variety of factors as mentioned in Risk Factor 3 on Page xii of this Letter of Offer and in Risk Factor 16 on Page xvi of this Letter of Offer. 38. Certain of our promoter group companies have incurred losses. The following group companies have incurred losses in the last three years, as set forth in the table below:

Rs. in Crores Profit/(Loss) for the year ended March 31 Sr.

No. Name of the Company

2007 2008 2009 1 Glass Engineers Pvt Ltd (0.0006) (0.009) 2 Nandini Piramal Investments

Pvt Ltd (0.03) (0.0002) 0.0196

3 PGL Holdings Pvt Ltd (erstwhile GGL Holdings Pvt Ltd)

0.65 (0.03) (0.03)

4 Swastik Safe Deposit and Investments Ltd

1.97 (1.08) (6.03)

5 Savoy Finance & Investments Pvt Ltd

1.80 (0.68) 0.18

6 Piramal Life Sciences Ltd (0.0004) (91.70) (110.85) 7 Piramal Diagnostics Services

Pvt Ltd (3.54) (4.20) (3.71)

8 Alpex International Ltd.* 4.88 11.78 N.A. 9 PHL Holdings Pvt Ltd 24.00 (18.65) N.A. 10 Alpex Holdings Pvt Ltd (7.96) (7.38) N.A. 11 Piramal Management Services

Pvt. Ltd. (0.0005) 0.006 N.A.

12 PEL Management Services Pvt Ltd

(0.0003) (0.0008) N.A.

13 Gopikisan Piramal Pvt Ltd (0.0008) (0.0008) N.A. 14 Vulcan Investment Pvt Ltd (0.001) (0.0009) N.A. 15 Piramal Texturising Pvt Ltd (0.0006) (0.001) N.A. 16 Nicholas Piramal Pharma Pvt.

Ltd. (0.0006) (0.0056) N.A.

17 Adelwise Investments Pvt Ltd (0.036) 0.009 N.A. 18 Akshar Fincom Pvt Ltd (0.04) (0.13) N.A. 19 Cavaal Fininvest Pvt Ltd 0.28) (0.35) N.A. 20 BMK Labs Pvt Ltd (0.68) (0.41) N.A. 21 Piramal International Pvt Ltd 0.04 (0.48) N.A. 22 Piramal Capital Pvt Ltd - (0.02) N.A. 23 Indiareit Fund Advisors Pvt

Ltd. 0.99 0.36 N.A.

24 IndiaVenture Advisors Pvt Ltd - (1.28) N.A. 25 Arkray Piramal Medical Pvt

Ltd - (0.84) (9.83)

26 DDRC Piramal Diagnostic Services Pvt Ltd

(0.77) (0.13) (0.26)

27 Paramount Pharma Pvt Ltd. (0.0006) (0.0003) N.A. 28 Propiedades Realties Pvt. Ltd. (0.01) (0.0005) N.A. 29 Piramal International (0.00007) - - 30 Piramal Holdings (Suisse) SA# (15.5) (31.25) N.A. 31 Piramal Pharmaceutical

Development Services Pvt. Ltd. (0.58)

* Financial year ended May 31. # Financial year ended December 31. N.A. – Not Available.

xxiv

39. We have certain contingent liabilities, which may adversely affect our financial condition As on March 31, 2009 on a standalone basis, our contingent liabilities and commitments as disclosed in our statement of assets and liabilities were as follows:

Particulars Amount

(Rs. in crores) a) Estimated amount of contracts remaining to be executed on Capital account 5.39 b) Disputed Liability - Central Excise authorities 0.36 - Sales Tax Authorities 9.89 c) Counter / Bank Guarantees issued to Banks & others 21.95 d) The Company has provided Corporate Guarantees and has given pari passu charge on

the entire fixed assets (movable & immovable) both present & future (except assets having exclusive charge) of the Company situated at Jambusar & Kosamba, to EXIM Bank of India for Term Loan of US$ 30 millions and Axis Bank, Singapore for Credit facility of US$ 30 millions (by way of Term Loan of US$ 28 millions and a letter of Credit facility of US$ 2 millions) granted to the wholly owned subsidiary in USA viz. Piramal Glass – USA Inc. (erstwhile Gujarat Glass International Inc., USA)

263.94.

As on March 31, 2009 on a consolidated basis, our contingent liabilities and commitments as disclosed in our statement of assets and liabilities were as follows:

Particulars Amount

(Rs. in crores) a) Estimated amount of contracts remaining to be executed on Capital account 5.39 b) Disputed Liability - Central Excise authorities 0.36 - Sales Tax Authorities 9.89 c) Counter / Bank Guarantees issued to Banks & others 21.95 e) The Company has provided Corporate Guarantees and has given pari passu charge on

the entire fixed assets (movable & immovable) both present & future (except assets having exclusive charge) of the Company situated at Jambusar & Kosamba, to EXIM Bank of India for Term Loan of US$ 30 millions and Axis Bank, Singapore for Credit facility of US$ 30 millions (by way of Term Loan of US$ 28 millions and a letter of Credit facility of US$ 2 millions) granted to the wholly owned subsidiary in USA viz. Piramal Glass – USA Inc. (erstwhile Gujarat Glass International Inc., USA)

263.94

In the event that any of these contingent liabilities materialize, our financial condition may be adversely affected. EXTERNAL RISK FACTORS 1. Taxes and other levies imposed by the Central or State Governments relating to our Company’s

business may have a material adverse effect on the demand of its products. Taxes and other levies imposed by the Central or State Governments that affect the industry include: • Customs Duties on imports of raw material and components • Excise Duty on certain raw materials and final products • Central and State Sales Tax / Value Added Tax These taxes and levies affect the cost of production of the products. An increase in any of these taxes or levies, or the imposition of new taxes or levies in future, may have a material impact on the business, profitability and financial condition of our Company.

xxv

2. The price of the Equity Shares may be highly volatile. The price of the Equity Shares on BSE, NSE and ASE, or any other stock exchange where the Equity Shares may be listed in future may fluctuate after this Issue as a result of several factors including: • Volatility in Indian and global securities market • The results of operations and performance • Adverse media reports, if any, on our Company or the Piramal Group. • Changes in the estimates of the performance or recommendations by financial analysts • Significant development in India’s economic liberalization and de-regulation policies • Significant development in India’s fiscal and environmental regulations • There can also be no assurance that the price at which the Equity Shares are currently traded will

correspond to the prices at which the Equity Shares will trade in the market subsequent to this Issue. 3. The stock price has witnessed significant volatility in the recent past. The Equity Shares are currently listed on BSE, NSE and ASE. In recent past, the stock price has seen significant fluctuations on BSE and NSE. Investors should note that this volatility might continue, and the share price may decrease substantially from its current levels, due to factors not within the control of our Company. 4. The Issue price of the Equity Shares may not be indicative of the market price of the Equity Shares

after the Issue. The Issue Price of the Equity Shares may not be indicative of the market price for the Equity Shares after the Issue. The market price of the Equity Shares could be subject to significant fluctuations after the Issue, and may decline below the Issue Price. Our Company cannot assure the investor (s) that they will be able to resell their Equity Shares at or above the Issue Price. Among the factors that could affect the share price are: • Quarterly variations in the rate of growth of the financial indicators, such as earnings per share, net

income and revenues • Changes in revenue or earnings estimates or publication of research reports by analysts • Speculation in the press or investment community • General market conditions • Domestic and international economic, legal and regulatory factors unrelated to the performance 5. Increasing employee compensation in India may erode some of the competitive advantage and may

reduce the profit margins. Employee compensation in India has historically been significantly lower than employee compensation in the United States and Western Europe for comparably skilled professionals, which has been one of the competitive strengths for our Company. However, compensation increases in India may erode some of this competitive advantage and may negatively affect the profit margins. Employee compensation in India is increasing at a faster rate than in the United States and Western Europe, which could result in increased costs relating to engineers, managers and other mid-level professionals. There may be a need to continue to increase the levels of the employee compensation to remain competitive and manage attrition. Compensation increases may have a material effect on the business, results of operation and financial condition. 6. Force majeure events, particularly those affecting the State and / or countries where units are

located, could adversely affect the business. It is possible that natural disasters in India, US and Sri Lanka, particularly those that directly affect the areas in which the facilities and other operations are located, could result in substantial damage to the manufacturing facilities and other assets and adversely affect our Company’s operations and financial results.

xxvi

7. You will not be able to immediately sell any of the Equity Shares you purchase in this Rights Issue on the Stock Exchanges

Under the SEBI Guidelines, we are required to allot equity shares within 15 days of the closure of this Issue. Consequently the Equity Shares you purchase in this Issue may not be credited to your book or demat account with the Depository Participant within 15 days of the closure of this Issue. You can start trading in the Equity Shares only after they have been credited to your demat account and listing and trading permissions are received from the Stock Exchanges. Furthermore, there can be no assurance that the Equity Shares allocated to you will be credited to your demat account, or that trading in the Equity Shares will commence within the specified time periods. Notes to Risk Factors: 1. This is an Issue of 6,29,40,500 Equity Shares of face value of Rs. 10 each at a premium of Rs. 20 per

Equity Share for an amount aggregating to Rs. 188.82 crores on Rights basis to the existing shareholders of our Company in the ratio of 7 Equity Shares for every 2 Equity Shares held by the existing shareholders on the Book Closure Date, i.e. August 13, 2009..

2. The net worth of our Company as per the audited restated standalone financial statements as on March

31, 2008 is Rs. 263.70 crores and as per the restated financial statements as on March 31, 2009 is Rs. 209.36 crores. The net worth of our Company as per the audited restated consolidated financial statements as on March 31, 2008 is Rs. 195.64 crores and as per the restated financial statements as on March 31, 2009 is Rs. 88.08 crores.

3. Net asset value as per the audited restated standalone financial statements as on March 31, 2008 and as

on March 31, 2009 are Rs. 146.64 and Rs. 116.42 per Equity Share respectively. The net asset value as per the audited restated consolidated financial statements as on March 31, 2008 and as on March 31, 2009 is Rs. 108.80 and Rs. 48.97 per Equity Share respectively.

4. The average cost of acquisition per equity share of our Company by our Promoter is Rs. Nil per share

as the shares of our Company were allotted to our Promoter pursuant to the Scheme of Arrangement and Amalgamation between Kojam Fininvest Ltd. and our Company approved by the Bombay High Court and the Gujarat High Court.

5. All information shall be made available by the Lead Manager and our Company to the existing

shareholders of our Company and no selective or additional information would be available only to a section of the investors in any manner whatsoever.

6. Investors are advised to refer the paragraph on “Basis for Issue Price” on Page 31 of this Letter of

Offer before making an investment in the Issue. 7. Please refer to the section on "Basis of Allotment" under the chapter “Terms of the Issue” on Page 246

of this Letter of Offer for details of the basis of allotment. 8. For details of transactions in Equity Shares of our Company, by the promoter, directors and the key

managerial personnel in last 6 months please refer to the section titled “Capital Structure” beginning on page 20 of this Letter of Offer.

9. Other than as stated in the section titled “The Management”, “The Promoter and Promoter Group” and

“Financial Statements” beginning on Page number 73, 89 and 122 of the Letter of Offer, the Promoter/ Directors/ Key Management Personnel have no interest other than reimbursement of expenses incurred or normal remuneration or benefits.

10. Our Company had entered into certain related party transactions. For details please refer to the section

titled “Auditors Report” beginning on page 122 of this Letter of Offer. 11. There have been no transactions in the shares of our Company on the Stock Exchanges by the Promoter

/Directors of our Company during the past 6 months.

xxvii

12. Other than as stated in this Letter of Offer, the other ventures of the promoter have no business

Interests /other interests in our Company.

13. The Lead Manager and our Company shall update this Letter of Offer and keep the shareholders/public informed of any material changes till the listing and trading commencement and our Company shall continue to make all material disclosures as per the terms of the listing agreement.

14. The name of our Company was changed from Gujarat Glass Limited to Piramal Glass Limited on April

2, 2008. For reasons for name change refer to the section titled “Our History and Certain Corporate Matters” beginning on Page 64 of the Letter of Offer.

1

INTRODUCTION

THE ISSUE

Equity shares proposed to be issued by Our Company 6,29,40,500 Equity Shares Rights Entitlement 7 Equity Shares for every 2 fully paid-up Equity

Shares held on the Book Closure Datei.e. August 13, 2009

Book Closure Date August 13, 2009 Issue Price per Equity Share Rs. 30.00 Equity Shares outstanding prior to the Issue 1,79,83,000 Equity Shares Equity Shares outstanding after the Issue 8,09,23,500 Equity Shares Terms of the Issue For more information, see “Issue Related Information-

Terms of the Issue” beginning on Page 246 of the Letter of Offer.

Terms of Payment

Due Date Amount On Application

100% of the Issue Price i.e. Rs. 30 per Equity Share, including share premium

2

SUMMARY

Our Business Overview We are one of the leading glass flacconage manufacturers supplying to the Cosmetics & Perfumery, Pharmaceutical and Food & Beverage industries. We operate directly and through our subsidiaries in the USA, UK and Sri Lanka. Our equity shares are listed on BSE, NSE and ASE. We provide end-to-end flacconage (i.e. medium to small size glass containers) solutions which include decoration (colouring, etching, finishing, lacquering, etc.), designing, in-house mould design & manufacturing, and have third party ancillary units for accessories like caps, cartons and brushes. We manufacture a wide range of glass bottles and jars, in sizes ranging from 2 ml to 2.5 litres. Our products find application in Cosmetics & Perfumery (glass bottles for nail polish, foundation, fragrance, roll-on, and creams), Pharmaceutical (glass bottles for injectibles, vials, ampules) and Food & Beverages (glass bottles for high end alcoholic and non alcoholic beverages, miniature foods served in airlines). We have manufacturing facilities situated in India (at Kosamba and Jambusar, both in Gujarat), USA (at Flat River and Williamstown) and Sri Lanka (at Horana). We have a total of 11 furnaces across India, USA and Sri Lanka having a combined capacity of 1,062 tonnes per day. We market our products directly and through selling agents across 54 countries including India. We have marketing offices in India, USA, UK, Sri Lanka, France, Brazil, Italy, Germany and Turkey. We have a marquee client base and cater to leading companies in the Cosmetics & Perfumery, Pharmaceutical and Food & Beverage industries. On a consolidated basis, our revenues, EBIDTA and Net Profit / (loss) after minority interest have moved from Rs. 517.34 crores, Rs. 98.34 crores and Rs. 13.33 crores respectively for the year ended March 31, 2006 to Rs. 1029.71 crores, Rs. 94.88 crores and Rs. (102.51) crores respectively for the year ended March 31, 2009. Corporate Overview We are part of the Ajay Piramal led Piramal Group (the “Group”), which is one of India’s leading diversified business houses and has interest in pharmaceuticals, healthcare, life sciences, financial services and real estate . Piramal Healthcare Limited, the flagship company of the Group, has grown through the organic and inorganic route and has one of the widest pharmaceutical product portfolios in India, spanning across nine key therapeutic areas. Our Evolution The business of our Company was earlier owned by the erstwhile Gujarat Glass Limited, a listed Public Limited Company, engaged in the business of manufacturing/ dealing in glass containers for the pharmaceutical industry. Thereafter, in 1984, Piramal Group acquired controlling interest of erstwhile Gujarat Glass Limited through acquisition of equity shares. Through a Scheme of Amalgamation, the erstwhile Gujarat Glass Limited was then merged with PHL (another Piramal Group Company), by a Court Order dated April 25, 1991 subsequent to which it continued as the glass division of PHL until 1998. On March 20 1998, by the approval of the shareholders of PHL u/s 293 (1) (a) of the Act, the aforesaid glass division of PHL was spun off into a separate company, named Gujarat Glass Private Limited (now known as Piramal Glass Limited), in consideration of which our Company issued 93,00,000 equity shares of Rs.10 each at par to PHL. Our Company also issued 80,00,000 equity shares of Rs.10/- each at a premium of Rs. 137.50 per share to Private Equity funds namely, Indocean Packaging Limited, the India Private Equity Fund Limited (Mauritius) and Citicorp Investment Bank (Singapore) Limited. With this, PHL held 53.76% of our Company’s equity, the remaining 46.24% being held by the aforesaid Private Equity funds.

3

The word ‘Private’ was deleted from our Company’s name with effect from February 13, 1998 as our Company became a deemed Public Company pursuant to provisions of section 43A of the Act. Our Company ceased to be a deemed public company by operation of law consequent to the insertion of section 43 A (2A) in the Act, with effect from September 28, 2001 and the word ‘Private’ was added back to its name. In 2003, pursuant to a Scheme of Arrangement under section 391 and 394 of the Companies Act, 1956, which was sanctioned by the High Court of Bombay and by High Court of Gujarat, PHL’s above shareholding in our Company (comprising of 93,00,000 equity shares of Rs.10/- each) was transferred to Kojam Fininvest Limited (KFL) and in consideration, KFL issued equity shares to PHL’s equity shareholders in the ratio of 1:4 i.e. one equity share of KFL for every four equity shares held in PHL which were listed on BSE, NSE and ASE. In 2005, we acquired specific assets of the Cosmetics moulded glass products division of the Glass Group (Inc.) USA through our wholly owned subsidiary company viz. Gujarat Glass International Inc now known as Piramal Glass – USA Inc. The acquisition gave us access to the manufacturing facilities as well as marketing rights for supply of Glass Containers products in the Northern America Market. Our Company was converted into a Public Limited Company and a fresh Certificate of Incorporation consequent upon change of name on conversion to public limited company was issued on March 6, 2007 by the Registrar of Companies. Pursuant to another Scheme of Arrangement and Amalgamation sanctioned by the High Court of Bombay by an Order dated August 10, 2007 and the High Court of Judicature of Gujarat at Ahmedabad by an Order dated August 27, 2007, KFL got merged with our Company from the Appointed Date i.e. April 1, 2007. Pursuant to this Scheme, 93,17,000 equity shares held by KFL in our Company were cancelled and the shareholders of erstwhile KFL were allotted one fully paid up equity share of our Company for every equity share held in KFL. The shares of our Company were listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited on February 28, 2008 and Ahmedabad Stock Exchange Limited on March 5, 2008. Subsequently on April 2, 2008, the name of our Company was changed from “Gujarat Glass Limited” to “Piramal Glass Limited”. Our Company has not been listed through an initial public offering. Our Company has, pursuant to an application made to the Board under Regulation 8.3.5.1 of the SEBI DIP Guidelines, got a relaxation from the applicability of Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 for listing of its shares without making an initial public offering. Our Strengths We are one of the leading players in the glass manufacturing industry We are among the leading glass flacconage manufacturers supplying to the Cosmetics & Perfumery, Pharmaceutical and Food & Beverage industries. We are one of the leading players in the world in the C&P flacconage business besides being one of the few players from Asia with a global market presence. As per Fibonacci Technology Services (FTS) Study on C&P market, the global market size of the C&P business is around US$ 1.8 billion (excluding decoration) and our market share is approx 4%. Global footprint and scale of operations Our manufacturing facilities in India, USA and Sri Lanka enable us to cater to our customers situated across geographies. Our manufacturing facilities in the USA are of critical importance as it enables us to have direct and uninhibited access to the North American and European glass markets and clientele in these locations. Our manufacturing facility in the USA is located in close vicinity to a cluster of boutique wineries which enables these wineries to optimize on transportation costs, which is a major cost component in the Foods and Beverages (F&B) business. Our overseas and Indian manufacturing facilities also complement each other in optimizing costs, while simultaneously ensuring that delivered products are of a high standard. Our marketing offices, which we operate through a mix of own offices in India, USA, UK, Sri Lanka, France, Brazil, Italy, Germany and Turkey and selling agents situated in 11 countries, viz. Argentina, Chile, Uruguay, Paraguay, Columbia, Venezuela, Peru, Central America, South Africa, Indonesia and Thailand, enable us liaison

4

closely with all our key customers and assist us in business development, new product development, warehousing and collections. We provide a one stop solution for glass packaging We provide a wide range of services to our customers ranging from conceptualizing of designs, mould designing, decoration services, accessories like caps and brushes, cartons, etc. This enables our customers to avoid procuring such products or accessories from multiple sources and leads to time savings. We believe that our ability to provide such comprehensive solutions gives us an edge over our competitors, increases our flexibility, and also provides higher profit margins than we would have enjoyed had we been unable to offer these additional services. This, we believe, gives us an advantage over our competitors who are not able to provide these additional services, especially in low end markets. High quality manufacturing setup Our manufacturing facilities in India have received various quality certifications, such as ISO 9001, ISO 14001, OHSAS – ISO 18001 for our Kosamba and Jambusar plants and SA 8000 for Kosamba plant. Both our manufacturing facilities in India have reached JURAN Level II certification in manufacturing excellence. Our manufacturing facilities have been built using state of the art machinery which has been imported from reputed suppliers from Europe. Further, most of our furnaces are either new or have been recently refurbished, which elongates the life of the furnace and enhances productivity. Our manufacturing facilities in India and USA meet the stringent quality standards required by US and European customers, which is a prerequisite for supplying to such customers. We have also been able to leverage our manufacturing facilities situated across geographies by outsourcing certain parts of the manufacturing process to our Indian manufacturing facilities thereby providing us with cost benefits. Diversified mix of product offerings We cater to three different industries, viz. Cosmetics & Perfumery, Pharmaceutical and Food & Beverages. While our Cosmetics & Perfumery business caters to demand which is discretionary in nature, our Pharmaceutical and Food & Beverages business is relatively steady in nature. Catering to diverse markets has enabled us to consistently increase our revenues over the past few years. Within each of our three business units, we have a variety of offerings which enable us to tap all segments of the market. For instance, in the C&P business, we cater to premium, mid and low segments; while in the Pharmaceutical business, we manufacture all types of glass bottles. Our manufacturing facilities can cater to any of the segments enabling us to optimize our production mix and operating costs depending on demand. Marquee client base We supply to a number of reputed companies in each of the major industries that we cater to, viz. Cosmetics & Perfumery, Pharmaceutical and Food & Beverages, within India and in overseas markets. We believe we have strong relations with most of our key customers which has resulted us in being associated with many of our customers for long periods of time with many of our customers, which in some cases spans over a decade. Highly qualified management team and experienced employee base We have, over the past number of years, developed and built a team of capable and qualified personnel who oversee and manage the various facets of our Company’s operations. Our team comprises of senior management personnel who are veterans in the glass industry, some of whom have spent over 15 years in the industry. The attrition levels of senior managerial personnel have been low. We believe that this reflects that we have proven our ability to retain and motivate and re-skill our employees. Our Strategy Increase our C&P market share We have and propose to undertake a variety of measures to increase our C&P market share such as building infrastructure, maintaining & enhancing quality, and increasing our customer base. We have undertaken various capacity expansion programmes in our C&P business by adding capacities in our existing manufacturing facilities at Kosamba & Jambusar in India and through inorganic expansion, i.e. through our acquisitions in the

5

USA. We have also invested and are investing on a continual basis in technology up gradation. Employees are exposed to world class methods / processes through rigorous training. We have also formed a dedicated team of employees who have been trained in key aspects of the manufacturing process such as glass finesse, forming, quality control and assurance which is a prerequisite for the manufacture of high end cosmetics and perfumery products. We have also invested in creating a manufacturing excellence cell, which leads and spearheads the organization towards improvement in various business processes using cutting edge tools of technology like six sigma, TQM, BE, X matrix etc. Our aim is to continuously focus on enhancing our quality which would enable us to optimize our product mix and move up the value chain to premium products from low end and mass products. Apart from the above, we are developing certain designs for new customers as per their desired specifications. We would continue to engage in such developmental activities and increase our market share by tapping new customers. Consolidate our position in the Pharmaceutical flacconage markets while tapping certain niche markets in USA We plan to consolidate our position as one of the leading players in domestic Pharmaceutical flacconage markets by focusing on enhancing capacity utilization and simultaneously enhancing profitability through market and product mix improvement and cost optimization. We also intend to leverage our existing global marketing network for selling standardized products in certain niche markets through our selling agents. We also plan to diversify in the domestic market by gradually shifting from domestic to high value export markets while maintaining our quality and service levels. Expand our F&B market share We have already invested in upgrading our manufacturing technology at Horana, Sri Lanka which enables us to produce multiple coloured glass bottles concurrently. These products are specifically required by wineries in Indian and overseas markets. We propose to manufacture and market this product in niche markets like wineries in certain parts in India and the USA and expand our market shares. Industry Overview

According to a study of Fibonacci Technology Services (FTS), the global glass market during 2007 – 2008 is estimated to be US$ 84 bn. Glass packaging constitutes about 1/3rd of the overall market (33% or US$ 28.1 billion). The Glass packaging industry can be further divided into moulded glass packaging which is around US$ 26.1 billion and tubular glass packaging which is around US$ 2bn. The Moulded glass packaging industry can be further categorized on the basis of its application for example Cosmetics & Perfumery segment (C&P), Pharma segment and Foods and Beverages segment (F&B). In 2007, C&P market was around US$2 billion, growing at an estimated rate of 3% to 5% per annum, the Pharma segment was around US$2.0 billion growing at an estimated rate of 2 to 3% per annum and the F&B section was around US$22.1bn. The market size of the specialty Foods and Beverages segment (SF&B) which is a small sub-segment of the overall F&B segment was around US$ 1.1bn and was growing at an estimated rate of 16% per annum.

6

SUMMARY FINANCIAL STATEMENTS

Piramal Glass Limited (Consolidated) Statement of Assets & Liabilities (restated)

Rs. In Crs

Particulars

As at 31st March

2005

As at 31st March

2006

As at 31st March

2007

As at 31st March

2008

As at 31st

March 2009

Fixed Assets : Gross Block 673.88 771.39 936.73 1,228.65 1,405.16Less Depreciation (235.87) (287.01) (330.28) (354.55) (448.96)Net Block 438.01 484.38 606.45 874.10 956.20Capital Work in Progress 1.26 14.30 47.55 30.10 14.76Less : Revaluation Reserve - - - - -Net Block after adjustment for Revaluation Reserve 439.27 498.68 654.00 904.20 970.96 Investments 0.01 0.01 0.01 0.01 0.01 Current Assets, Loans and Advances : Inventories 72.73 130.63 142.86 212.77 285.49Sundry Debtors 64.93 117.69 140.57 201.80 268.80Cash and Bank Balances 2.50 11.86 6.06 8.55 11.84Loans and Advances 29.82 39.58 109.67 120.92 76.86 Liabilities and Provisions : Deferred Tax Liability (Net) 27.18 24.06 25.26 28.05 9.26Secured Loans 263.46 342.87 420.82 487.39 532.14Unsecured Loans 64.30 139.95 283.59 553.89 824.93Current Liabilities and Provisions 61.06 72.20 137.69 183.28 159.55 Net Worth 193.26 219.37 185.81 195.64 88.08 Represented by 1. Share Capital 17.30 17.30 17.30 17.98 17.98 2. Reserves 169.50 182.01 147.92 137.89 25.37Less : Revaluation Reserve - - - - -Reserves (Net of Revaluation Reserves) 169.50 182.01 147.92 137.89 25.37 3. Minority Interest 6.46 20.06 20.59 39.77 44.73 Net Worth 193.26 219.37 185.81 195.64 88.08 For explanation on the reasons for increases and decreases in the Sundry Debtors and Inventories, please refer to the Section titled “Management Discussion and Analysis of Finanacial Conditions and Results of Operations” under the heading “Changes in Invesntories and Sundry Debtors”

7

Piramal Glass Limited (Consolidated) Profit & Loss Account (restated)

Rs. In Crs

Year Ended On March 31st 2005

On March 31st 2006

On March 31st 2007

On March 31st 2008

On March 31st 2009

Income Sales: of Products manufactured by the company 335.81 493.80 700.76 778.62 1,008.83of Products traded by the company - - - - -Total 335.81 493.80 700.76 778.62 1008.83Other Income 3.88 23.54 19.61 22.26 20.88Increase/(Decrease) in Inventories 11.85 1.44 14.52 46.62 57.55 351.54 518.78 734.89 847.50 1,087.26Expenditure Raw Material Consumed 75.46 104.62 148.70 172.82 271.17Staff Cost 39.08 106.85 206.30 210.32 235.07Other Manufacturing Expenses 74.76 128.50 180.32 207.44 277.27Administration Expenses 26.06 40.36 56.83 52.55 123.56Selling and Distribution Expenses 27.76 40.11 70.37 80.37 85.31Interest 19.29 19.66 34.76 67.15 131.37Depreciation 42.25 51.86 51.50 69.32 89.25Net Profit before tax and Extraordinary items 46.88 26.82 (13.89) (12.47) (125.74)Taxation 10.72 5.49 12.69 10.21 (18.58)Net Profit before Extraordinary items 36.16 21.33 (26.58) (22.68) (107.16)Extra-ordinary Items (net of tax) 12.99 4.25 10.97 - -Net Profit after Extra Ordinary Items 23.17 17.08 (37.55) (22.68) (107.16)Prior Period Expenses/ (Income) - - (0.20) - -Net Profit after Prior Period Items 23.17 17.08 (37.35) (22.68) (107.16)Minority Interest 1.64 3.75 1.54 0.16 (4.65)Net Profit after Minority Interest 21.53 13.33 (38.89) (22.84) (102.51) Less: Appropriations Proposed Dividend on Preference Shares 0.54 - - - -Proposed Dividend on Equity Shares 5.19 - - 2.70 -Corporate Dividend Tax 0.74 - - 0.46 -Interim Dividend on Equity Shares (Subsidiary Company) - - - - -Final Dividend on Equity Shares (Subsidiary Company) - 0.41 - 1.47 -Prior Period Adjustments (net of Minority's Share) - - - (1.50) (0.38) Transfer to General Reserve 1.75 - - 0.81 -Transfer from Debenture Redemption Reserve (2.71) - - - -Transfer to Capital Redemption Reserve 14.50 - - - - Balance Profit brought forward from the Previous Year 8.46 9.98 22.90 (15.99) (42.77) Balance Carried Forward To Balance Sheet as Restated 9.98 22.90 (15.99) (42.77) (145.66)

8

Piramal Glass Limited (Consolidated) Cash Flow Statement (restated)

Rs. In Crs Year ended

March 31, 2005

Year ended March 31,

2006

Year ended March 31,

2007

Year ended March 31,

2008

Year ended March 31,

2009A CASH FLOW FROM OPERATING

ACTIVITIES

Net Profit Before Tax 33.89 26.81 (13.89) (12.46) (125.75) Adjustments for : Add/ (Less) : (Profit)/ Loss on Sale of Fixed Assets 0.33 0.03 0.05 0.62 (1.28) Profit on Sale of Investment - (14.81) Deferred Revenue Exp. 0.55 0.38 0.99 - Depreciation 42.26 51.86 43.15 69.32 89.25 Interest 19.29 19.66 34.76 67.15 131.36 Provision for Gratuity - 1.07 0.33 0.52 Miscellaneous write offs - - - - Dividend Income - - Technical Fees - - Exceptional Items 12.99 - Operating Profit Before Working Capital

Charges 109.31 85.00 65.39 125.15 93.58

Adjustments for Changes in Working Capital: (Increase)/ Decrease in Inventories (7.58) (59.85) (21.30) (69.91) (72.71) (Increase)/ Decrease in Sundry Debtors (22.41) (53.39) (23.71) (61.22) (67.00) (Increase)/ Decrease in Loans & Advances 4.62 (17.27) (67.99) (10.29) 44.07 Increase/ (Decrease) in Trade Payables & Other

Liabilities 4.44 12.14 31.54

48.50 (20.61) Increase/ (Decrease) in Other Provisions 0.64 8.88 36.97 (11.07) (2.99) Cash Generated From Operations 89.02 (24.49) 20.90 21.16 (25.66) Gratuity & Leave Paid - (0.70) (0.15) (0.18) Direct Tax Paid Less refund received (3.40) (10.34) (11.75) (3.34) 0.41 Cash Flow before Extraordinary Items 85.62 (35.53) 9.00 17.64 (25.25) Exceptional Items (12.99) - Prior Period Income - - 0.20 - Net Cash from Operating Activities 72.63 (35.53) 9.20 17.64 (25.25) B CASH FLOW FROM INVESTING

ACTIVITIES

Purchase of Fixed Assets/ WIP (26.40) (112.44) (200.22) (298.51) (164.47) Sale of Fixed Assets 1.65 0.28 0.60 0.12 9.75 Investments in shares of Subsidiary Companies - - - Sale of Investment - 25.16 - - Interest Received - - - - Dividend Received - - - - Technical Fees Received - - - - Net Cash from Investing Activities (24.75) (87.00) (199.62) (298.39) (154.72) C CASH FLOW FROM FINANCING

ACTIVITIES

(Repayment)/ Proceeds From Borrowings (6.67) 155.07 221.67 336.87 315.79 Preference Shares Redeemed (14.50) - - - Preference Shares Issued - - - - Proceeds from Right Issue - Subsidiary

Company - - - 11.07

Preference Dividend Paid (Including Tax Thereon)

(0.61)

Equity Dividend - Subsidiary Company (4.74) (6.69) (3.76) (1.47) (0.38) Interest Paid (21.26) (15.70) (37.22) (64.67) (132.23) Principal Payment under Finance Lease

Liabilities (0.70) (0.07) (0.06) (0.07)

Net Cash from Financing Activities (48.48) 132.61 180.63 281.73 183.18

9

NET INCREASE IN CASH & CASH EQUIVALENTS (A+B+C) (0.60) 10.08 (9.79)

0.98 3.21

Increase/(Decrease) in Cash Flow on account of Exchange Fluctuation 0.68 (0.72) 3.99

1.51 0.08

CASH & CASH EQUIVALENTS (OPENING BALANCE) 2.42 2.50 11.86

6.06 8.55

CASH & CASH EQUIVALENTS (CLOSING BALANCE) 2.50 11.86 6.06

8.55 11.84

10

Piramal Glass Limited (Standalone) Statement of Assets and Liabilities (As Restated)

Rs. In Crs

Particulars

As onMarch 31,

2005

As onMarch 31,

2006

As on March 31,

2007

As on March 31,

2008

As onMarch 31,

2009 Fixed Assets : Gross Block 606.52 661.24 819.09 972.91 1016.63Less Depreciation (211.43) (255.72) (290.76) (308.21) (373.00)Net Block 395.09 405.52 528.33 664.70 643.63Capital Work in Progress 1.23 13.96 32.82 22.25 11.77Less : Revaluation Reserve - - - - -Net Block after adjustment for Revaluation Reserve 396.32 419.48 561.15 686.95 655.40 Investments 29.01 42.58 42.58 58.85 58.85 Current Assets, Loans and Advances : Inventories 58.27 51.64 50.37 94.20 132.12Sundry Debtors 50.23 66.77 106.94 182.14 232.23Cash and Bank Balances 1.91 4.06 3.73 1.26 2.13Loans and Advances 31.96 54.14 107.73 124.97 155.48 Liabilities and Provisions : Deferred Tax Liability (Net) 19.84 17.65 21.12 27.33 8.44Secured Loans 250.06 225.83 249.46 180.80 127.33Unsecured Loans 62.37 139.43 255.93 551.51 784.16Current Liabilities and Provisions 51.10 41.34 95.24 125.03 106.92 Net Worth 184.33 214.42 250.75 263.70 209.36 Represented by Share Capital 17.30 17.30 17.30 17.98 17.98 Reserves 167.03 197.12 233.45 245.72 191.38Less : Revaluation Reserve - - - - -Reserves (Net of Revaluation Reserves) 167.03 197.12 233.45 245.72 191.38 Net Worth 184.33 214.42 250.75 263.70 209.36 The accompanying significant accounting policies and notes to restated financial statements are an integral part of this statement. For explanation on the reasons for increases and decreases in the Sundry Debtors and Inventories, please refer to the Section titled “Management Discussion and Analysis of Finanacial Conditions and Results of Operations” under the heading “Changes in Invesntories and Sundry Debtors”

11

Piramal Glass Limited (Standalone) Statement of Profits and Losses (As Restated)

Rs. In Crs

Year ended

March 31, 2005

Year ended

March 31, 2006

Year ended

March 31, 2007

Year ended

March 31, 2008

Year ended

March 31, 2009

Income Sales: of Products manufactured by the company 279.94 309.90 381.41 464.99 581.82of Products traded by the company - - - - -Total 279.94 309.90 381.41 464.99 581.82Other Income 9.99 28.88 22.33 26.63 21.84Increase/(Decrease) in Inventories 10.86 (8.11) (1.91) 24.18 30.06 300.79 330.67 401.83 515.80 633.72Expenditure Raw Material Consumed 65.03 69.50 84.21 115.88 168.46Staff Cost 30.88 32.57 39.02 56.64 67.70Other Manufacturing Expenses 59.73 73.24 91.92 125.95 156.09Administration Expenses 21.57 26.52 24.47 29.80 95.90Selling and Distribution Expenses 31.07 34.51 57.60 65.06 68.61Interest 18.01 14.74 21.37 43.70 84.41Depreciation 38.25 44.59 35.14 53.01 65.50Net Profit before tax and Extraordinary items 36.25 35.00 48.10 25.76 (72.95)Taxation 5.87 1.45 9.26 9.50 (18.60)Net Profit before Extraordinary items 30.38 33.55 38.84 16.26 (54.35)Extra-ordinary Items (net of tax) 12.99 3.84 3.50 - -Net Profit after Extra Ordinary Items 17.39 29.71 35.34 16.26 (54.35) Less: Appropriations Proposed Dividend on Preference Shares 0.54 - - - -Proposed Dividend on Equity Shares 5.19 - - 2.70 -Corporate Dividend Tax 0.74 - - 0.46 -Transfer to General Reserve 1.75 - - 0.81 -Transfer from Debenture Redemption Reserve (2.71) - - - -Transfer to Capital Redemption Reserve 14.50 - - - - Balance Profit brought forward from the Previous Year 8.62 6.00 35.71 71.05 83.34 Balance Carried Forward To Balance Sheet as Restated 6.00 35.71 71.05 83.34 28.99 The accompanying significant accounting policies and notes to restated financial statements are an integral part of this statement.

12

Piramal Glass Limited (Standalone) Cash Flow Statement (As Restated)

(Rs. In Crores) Year

ended March 31,

2005

Year ended

March 31, 2006

Year ended

March 31, 2007

Year ended

March 31, 2008

Year ended

March 31, 2009

A CASH FLOW FROM OPERATING ACTIVITIES Net Profit Before Tax 23.26 31.15 44.61 25.76 (72.94) Adjustments for : Add/ (Less) : (Profit)/ Loss on Sale of Fixed Assets 0.33 0.07 0.05 0.62 0.91 Deferred Revenue Exp. 0.55 0.38 0.99 - - Depreciation 38.25 44.59 35.04 53.01 65.50 Interest Paid 18.01 14.74 21.37 43.70 84.42 Interest Received (0.06) - - - - Gain on Sale of Investment (14.81) - - - Dividend Income (4.30) (2.25) (0.40) (1.60) (0.43) Technical Fees (2.74) (3.36) (3.40) (3.82) (3.00) Interest on Deposit - - - - - Exceptional Items 12.99 3.85 3.50 - - Operating Profit Before Working Capital Charges 86.29 74.36 101.76 117.67 74.46 Adjustments for Changes in Working Capital : (Increase)/ Decrease in Inventories (5.04) 6.64 1.29 (43.84) (37.93) (Increase)/ Decrease in Sundry Debtors (20.84) (16.54) (39.76) (73.62) (50.08) (Increase)/ Decrease in Loans & Advances 2.64 (29.68) (51.87) (16.67) (33.34) Increase/ (Decrease) in Trade Payables & Other Liabilities

3.56 2.79 19.72 31.12 (22.73) Increase/ (Decrease) in Other Provisions 4.23 1.04 27.40 (22.78) 10.16 Cash Generated From Operations 70.84 38.61 58.54 (8.12) (59.46) Direct Tax Paid Less refund received (3.10) (4.38) (1.72) (0.48) 0.42 Cash Flow before Extraordinary Items 67.74 34.23 56.82 (8.60) (59.04) Extraordinary Items (12.99) (3.85) (3.50) - - Net Cash from Operating Activities 54.75 30.38 53.32 (8.60) (59.04) B CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets/ WIP (14.28) (68.06) (177.37) (166.52) (35.11) Sale of Fixed Assets 0.35 0.25 0.60 0.11 0.24 Investments in shares of Subsidiary Companies - (23.92) - (16.27) - Sale of Investment - 25.16 - - - Interest Received 0.06 - - - - Dividend Received 4.30 2.25 0.40 1.60 0.43 Technical Fees Received 3.32 3.36 2.99 2.23 - NET CASH FROM INVESTING ACTIVITIES (6.25) (60.96) (173.38) (178.85) (34.44) C CASH FLOW FROM FINANCING ACTIVITIES (Repayment)/ Proceeds From Borrowings (8.77) 52.22 140.12 226.92 179.20 Preference Shares Redeemed (14.50) - - - - Preference Shares Issued - - - - Preference Dividend Paid (0.61) - - - - Equity Dividend Paid (3.90) (5.86) - - - Interest Paid (19.98) (14.23) (20.38) (41.95) (84.85) NET CASH USED IN FINANCING ACTIVITIES (47.76) 32.13 119.74 184.97 94.35

13

Year ended

March 31, 2005

Year ended

March 31, 2006

Year ended

March 31, 2007

Year ended

March 31, 2008

Year ended

March 31, 2009

NET INCREASE IN CASH & CASH EQUIVALENTS (A+B+C) 0.74 1.55

(0.32)

(2.48) 0.87

CASH & CASH EQUIVALENTS (OPENING BALANCE) 1.76 2.51

4.06

3.74 1.26

CASH & CASH EQUIVALENTS (CLOSING BALANCE) 2.50 4.06

3.74

1.26

2.13

14

GENERAL INFORMATION

Our Company was originally incorporated as “Gujarat Glass Private Limited” on February 6, 1998, under the Companies Act, 1956, with its Registered Office at 100, Centre Point, Dr. Ambedkar Road, Parel, Mumbai 400012. In 2003, the shareholding of PHL in Gujarat Glass Private Limited was transferred to Kojam Fininvest Limited. The Registered Office of our Company was shifted from the said location to Nicolas Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013 in the year 2004. In early 2007, Gujarat Glass Private Limited was converted into a public limited company and the word ‘Private’ was dropped from its name. In mid 2007, Kojam Fininvest Limited merged into Gujarat Glass Limited and its shareholding in the latter was cancelled. Subsequently, Gujarat Glass Limited was listed on the BSE and NSE on February 28, 2008 and on the ASE on March 5, 2008 and soon thereafter the name of the Gujarat Glass Limited was changed to Piramal Glass Limited on April 2, 2008. For more details on the history and evolution of our Company, kindly refer to the Section titled “Our History and Certain Corporate Matters” beginning on Page 64 of this Letter of Offer. Registered Office of our Company Piramal Glass Limited Nicolas Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013 Tel: +91 22 30467836 Fax: +91 22 24908824 Registration Number: 113433 of 1998 Company Identification Number: U28992MH1998PLC113433 We are registered with the Registrar of Companies, Mumbai located at Everest, 5th Floor, 100, Marine Drive, Mumbai 400 002, Maharashtra, India. The Equity Shares of our Company are listed on BSE, NSE and ASE. Board of Directors Our Board comprises of Name of Director Designation Category Mr. Ajay G. Piramal Chairman Non-Executive Director Dr. (Mrs.) Swati A.Piramal Director Non-Executive Director Mr. Shitin Desai Director Independent & Non-Executive Director Mr. Bharat Kewalramani Director Independent & Non-Executive Director Ms. Vinita Bali Director Independent & Non-Executive Director Mr. N. Santhanam Director Non-Executive Director Mr. Vijay Shah Managing Director Executive Director Mr. Jiten Doshi Director Independent & Non-Executive Director Mr. Dharendra Chadha Director Independent & Non-Executive Director For further details in relation to our Board of Directors please refer to the Section titled “Management” beginning on page 73 of this Letter of Offer.

15

Company Secretary & Compliance Officer Ms. Maria Monserrate, Company Secretary Secretarial Department, Nicholas Piramal Towers, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400 013 Email: complianceofficer.pgl@piramal.com Tel: +91 22 3046 7836 Fax: +91 22 2490 2363 Investors may contact the Compliance Officer for any Pre-Issue / Post-Issue related matters. IMPORTANT 1. This Issue is pursuant to the resolution passed by the Board of Directors of our Company at its meeting

held on January 20, 2009. This Issue is applicable to such Equity Shareholders whose names appear as beneficial owners as per the list to be furnished by the depositories in respect of the Equity Shares held in the electronic form and on the Register of Members of our Company at the close of business hours on the Book Closure Date i.e. August 13, 2009.

2. Your attention is drawn to the section on “Risk Factors” appearing on Page ix of this Letter of Offer.

3. Please ensure that you have received the Composite Application Form (CAF) with this Letter of Offer.

4. Please read this Letter of Offer and the instructions contained herein and in the CAF carefully before

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

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

the Issue, quoting the Registered Folio number/ DP and Client ID number and the CAF numbers as mentioned in the CAFs.

6. The Lead Manager and our Company shall make all information available to the Equity Shareholders

and no selective or additional information would be available for a section of the Equity Shareholders in any manner whatsoever including at presentations, in research or sales reports etc. after filing of the Letter of Offer with SEBI.

7. The Lead Manager and our Company shall update this Letter of Offer and keep the public informed of

any material changes till the listing and trading commences.

8. All the legal requirements as applicable till the filing of this Letter of Offer with the Stock Exchanges have been complied with.

ISSUE SCHEDULE Issue Opening Date August 26, 2009 Last date for receiving requests for split forms September 3, 2009 Issue Closing Date September 9, 2009

16

Bankers to our Company Allahabad Bank Industrial Finance Branch, 2nd Floor, Allahabad Bldg. 37, Mumbai Samachar Marg, Fort, Mumbai 400 023. Contact Person : Mr. C. Pushpa Raju Tel : 022- 22702745 / 22702746 Fax : 022-22702735 / 22702733 Email : mumifb@allahabank.co.in Website : www.allahabadbank.com

ICICI Bank Ltd. ICICI Bank Tower, Bandra Kurla Complex, Mumbai 400 0051. Contact Person: Mr. Anjan Pal. Tel : 022-26531179 Fax : 022-26531374 Email : anjan.pal@icicibank.com Website : www.icicibank.com

HDFC Bank Ltd. Process House, 2nd Floor Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Contact Person: Mr. Nishant Jitani. Tel : 022-24961616 / 24988484 Fax: 022-24963994 Email : nishant.jitani@hdfcbank.com Website : www.hdfcbank.com

Axis Bank Ltd. Maker Tower F, 13th Floor Cuffe Parade, Colaba, Mumbai 400 005. Contact Person: Mr. Rudrapriyo Ray. Tel : 022-67074407 Fax : 022-22181429 Email: rudrapriyp.ray@axisbank.com Website : www.axisbank.com

Corporation Bank. Bharat House, Ground Floor, 104, B. S. Marg, Fort, Mumbai 400 023. Contact Person: Mr. P. V. Chandrasekaran Tel : 022-22670030 Fax : 022- 22675309 Email : cb443@corpbank.co.in Website : www.corpbank.com

The Hong Kong & Shanghai Banking Corporation Limited. 52/60, M. G. Road, Mumbai 400 001. Contact Person: Ms. Shraddha Bagla. Tel : 022-22685307 Fax : 022-66536015 Email : shraddhabagla@hsbc.co.in Website : www.hsbc.co.in

Standard Chartered Bank 90, M. G. Road, Fort, Mumbai 400 001. Contact Person: Mr. Indraneel Pandit. Tel : 022-22683589 Fax : 022-22619866 Email: indraneel.pandit@sc.com Website: www. standardchartered.co.in

ISSUE MANAGEMENT TEAM Lead Manager to the Issue Kotak Mahindra Capital Company Limited 3rd Floor, Bakhtawar, 229, Nariman Point, Mumbai 400 021, India Tel: +91 22 6634 1100 Fax: +91 22 2283 7517 Email: pgl.rights@kotak.com Investor Grievance Id: kmccredressal@kotak.com Website: www.kotak.com Contact Person: Mr. Chandrakant Bhole SEBI Registration No.: INM000008704

17

Legal Advisors to the Issue Crawford Bayley & Co, Advocates and Solicitors 4th Floor, State Bank Building, N.G.N Vaidya Marg, Fort, Mumbai 400 023 Tel: +91 22 22660669 Fax: + 91 22 22660355 Contact Person: Mr. Sanjay Buch Email: sanjay_buch@crawfordbayley.com Registrar to the Issue Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W). Mumbai- 400 078. Phone No. +91 22 2596 0320 Fax No. +91 22 2596 0329 Website: www.linkintime.co.in Contact Person: Ms. Vaishali Sarang e-mail: pgl.rights@linkintime.co.in SEBI Registration No.: INR000004058 Share Transfer Agents to the Company Freedom Registry Limited (Erstwhile Amtrac Management Services Limited) Plot No. 101/102, M.I.D.C., 19th Street, Satpur, Nasik 422 007 Phone No. +91 253 234 5032 Fax No. +91 253 235 1126 Contact Person: Mr. Bhushan Chandratre E-mail: amtrac_nsk@sancharnet.in SEBI Registration No.: INR000003563 Auditors of our Company Haribhakti & Co. Chartered Accountants (Reg. No. 118013W) 18 Haribhakti Colony Race Course Circle. Vadodara 390 007 Phone No: +91 265 2340091 Fax No: +91 265 2314495 Website: www.haribhaktica.com Contact Person: Mr. Mayur Amin (M. No. 111697) Email: misa@haribhaktica.com The investor should contact the Compliance Officer or the Registrars to the Issue in case of any Pre- Issue / Post - Issue related problems such as non-receipt of letters of allotment/ Equity Share certificates/ refund orders etc.

18

Bankers to the Issue HDFC Bank Ltd. 1201, Raheja Center, Free Press Journal Marg, Nariman Point. Mumbai- 400 021. Contact Person: Rahul Sampat. E-mail: rahul.sampat@hdfcbank.com Inter-se Allocation of responsibilities As there is only one Lead Manager inter-se allocation of responsibilities is not applicable. However, the list of major responsibilities of Kotak Mahindra Capital Company Limited, inter alia, is as follows: Sr. No Activities

1. Capital structuring with the relative components and formalities such as composition of debt and equity type of instruments.

2. Drafting of offer document and of advertisement/publicity material including newspaper advertisements and brochure/memorandum containing salient features of the offer document.

3. The Lead Manager shall ensure compliance with SEBI DIP Guidelines and other stipulated requirements and completion of prescribed formalities with the Stock Exchanges and SEBI.

4. Selection of various agencies connected with the Issue, namely Registrars to the Issue, printers, monitoring agency and advertisement agencies.

5. Follow up with Bankers to the Issue to get quick estimates of collection and advising the Issuer about closure of the Issue based on the correct figures.

6. The post issue activities will involve essential follow up steps which must include finalization of basis of allotment/weeding out of multiple applications, listing of instruments and dispatch of certificates and refunds, with the various agencies connected with the activities such as Registrars to the Issue, Bankers to the Issue. Whilst, many of the post issue activities will be handled by other intermediaries, the designated Lead Manager shall be responsible for ensuring that these agencies fulfill their functions and enable them to discharge this responsibility through suitable agreements with the Issuer Company.

Initial Public Offering (IPO) Grading This being a rights issue of Equity Shares, IPO grading is not applicable. Credit Rating This being an Issue of Equity Shares, no credit rating is required. Debenture Trustee This being an Issue of Equity Shares, an appointment of Debenture trustee is not required. Monitoring Agency There is no requirement for a monitoring agency in terms of Clause 8.17 of the SEBI DIP Guidelines. Underwriting / Standby arrangements The present Issue is not underwritten and our Company has not made any standby arrangements for the present Rights Issue. The Promoter of our Company, will be subscribing to their rights entitlement and would also subscribe to the unsubscribed portion, if any, in this Rights Issue such that to ensure a minimum subscription of 90% of the Issue, as per the relevant provisions of the law.

19

Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Act which is reproduced below: “Any person who a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any

shares therein, or b) otherwise induces a company to allot, or register any transfer of shares therein to him, or any

other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years.”

Minimum Subscription If our Company does not receive the minimum subscription of 90% of the Issue, our Company shall forthwith refund the entire subscription amount received within fifteen (15) days from the date of closure of the Issue. If there is a delay in the refund of subscription beyond eight days after the date from which our Company becomes liable to pay the subscription amount (i.e. fifteen (15) days after the date closure of the Issue), our Company shall pay interest for the delayed period at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956. The Rights Issue will be treated as undersubscribed after considering (a) the number of Equity Shares applied as per entitlement, (b) allocation to renouncees for shares renounced in their favour, (c) additional Equity Shares applied by original shareholders and renouncees. The undersubscribed portion, if any, shall be applied for only after the close of the Issue. Undertaking by the Promoter Our Promoter has provided an undertaking to the Company that he either by himself or through his relatives or entities controlled by him forming part of the Promoter Group intends to subscribe to the full extent of their Rights Entitlement in the Issue. Our Promoter, either by himself or through his relatives or entities controlled by him forming part of the Promoter Group also intends to apply for additional Equity Shares in the Issue, such that the Issue is subscribed. As a result of this subscription and consequent allotment, our Promoter either by himself or through his relatives or entities controlled by him forming part of the Promoter Group may acquire Equity Shares over and above their Rights Entitlement, which may result in an increase of their shareholding above their current shareholding together with their Rights Entitlement. This subscription and acquisition of additional Equity Shares by them, if any, will not result in change of control of the management of our Company and shall be exempt in terms of proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As such, other than meeting the requirements indicated in the section on “Objects of the Issue” (on page 29 of this Letter of Offer), there is no other intention/purpose for this Issue including no intention to de-list the Company, even if, as a result of allotments to Promoter or his relatives or entities controlled by him forming part of the Promoter Group in this Issue, their shareholding in the Company exceeds its current shareholding. Our Promoter either by himself or through his relatives or entities controlled by him forming part of the Promoter Group intends to subscribe to such unsubscribed portion as permitted under the relevant provisions of the law. Pursuant to any allotment made to the Promoter or his relatives or entities controlled by him forming part of the Promoter Group of additional Equity Shares forming part of the unsubscribed portion in the Issue, the Company and the Promoter undertake to comply with applicable laws.

20

CAPITAL STRUCTURE

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

Aggregate Value at

Nominal Price (Rs.) Aggregate Value at Issue

Price (Rs.) Authorized Share Capital 8,20,00,000 Equity Shares of the face value Rs.10/- each

82,00,00,000

-

Issued, Subscribed and Paid-up Share Capital before the Issue 1,79,83,000 Equity Shares of the face value of Rs.10/- each.

17,98,30,000

-

Present Issue of Equity Shares to the existing Equity Shareholders in terms of this Letter of Offer 6,29,40,500 Equity Shares of the face value of Rs. 10/- each

62,94,05,000

188,82,15,000

Issued, Subscribed and Paid-up Share Capital after the Issue 8,09,23,500 Equity Shares of the face value of Rs. 10/- each

80,92,35,000

-

Share Premium Account Before the Issue After the Issue

107,52,59,970

233,40,69,970

-

Increase in Authorized Share Capital

Our Company has altered

the Authorized

share capital

from time to time in

the following manner: S. No.

Particulars

Authorised

Capital Increased

from Rs. Cr.

Authorised

Capital Increased to

Rs. Cr.

Increase in authorized

share capital Rs.

Cr.

Resolution Date /

Remarks

1. At incorporation. 1 Was incorporated with this capital

2.

Extra-ordinary General Meeting

1 25 24 March 9, 1998

3.

Extra-ordinary General Meeting

25 45 20 April 22, 1999 – Additional

21

Our Company has altered

the Authorized

share capital

from time to time in

the following manner: S. No.

Particulars

Authorised

Capital Increased

from Rs. Cr.

Authorised

Capital Increased to

Rs. Cr.

Increase in authorized

share capital Rs.

Cr.

Resolution Date /

Remarks

preference shares. 4. Extra-ordinary General

Meeting

45 65 20 July 13, 1999 – Additional

preference shares. 5. Postal Ballot

65 82 17 March 9, 2009 – all

the outstanding preference share

capital reclassified into equity.

Additional equity capital.

Note: The increase in Share Capital have been effected pursuant to S. 94 of the Companies Act. 1. The Authorized Share Capital of our Company at the time of incorporation was Rs.1,00,00,000

(Rupees One Crore only) divided in to 10,00,000 (Ten Lac) equity shares of Rs. 10 (Rupees Ten only) each.

2 The Authorized Share Capital of our Company was increased on March 9, 1998 to Rs. 25,00,00,000

(Rupees Twenty Five Crores only) comprising of 2,50,00,000 equity shares of Rs. 10 each. 3. The Authorized Share Capital of our Company was increased on April 22, 1999 to Rs. 45,00,00,000

(Rupees Forty Five Crores only) comprising of 2,50,00,000 equity shares of Rs. 10 each and 20,00,000 Preference Shares of Rs. 100 each

4. The Authorized Share capital of our Company was increased on July 13, 1999 to Rs. 65,00,00,000 (Rupees Sixty Five Crore only) comprising of 2,50,00,000 equity shares of Rs. 10 each and 40,00,000 Preference Shares of Rs. 100 each. By a Special Resolution passed at the Extra Ordinary General Meeting of our Company held on March 23, 2007, the unissued 40,00,000 Preference shares of Rs. 100 each have been subdivided into 4,00,00,000 Preference Shares of Rs. 10 each and out of which 23,00,000 unissued Preference Shares have been converted into 23,00,000 Equity shares of Rs. 10 each.

5. By a special resolution dated March 9, 2009, 3,77,00,000 unissued Preference Shares of Rs.10/- each in

the Authorized Share Capital of our Company were re- classified as 3,77,00,000 Equity Shares of Rs.10/- each and upon re- classification of shares, the Authorized Capital comprising of 6,50,00,000 Equity Shares of Rs.10/- each, was increased to Rs.82,00,00,000/- divided into 8,20,00,000 equity shares of Rs.10/- each, by creation of further 1,70,00,000 equity shares of Rs.10/- each.

6. Prior to the allotment of shares as per the Scheme of Arrangement and Amalgamation between Kojam

Fininvest Limited and our Company sanctioned by the Bombay High Court on August 10, 2007 and by the High Court of Gujarat at Ahmedabad on August 27, 2007 and filed with ROC on September 20, 2007, the Issued, Subscribed, and Paid up Share Capital of our Company was Rs 17,30,00,000 divided into 1,73,00,000 equity shares of Rs.10 each. As per this Scheme, 93,17,000 equity shares of Rs. 10 each held by Kojam Fininvest Limited have been cancelled and our Company has allotted 1,00,00,000 equity shares of Rs. 10 each to the existing shareholders of Kojam Fininvest Limited. Consequent to the above, the Issued, Subscribed and Paid-up Share Capital is now Rs. 17,98,30,000 comprising of 1,79,83,000 Equity Shares of Rs. 10 each.

22

Notes to Capital Structure 1. Equity share capital history of Our Company since inception: Date of allotment

No. of equity shares allotted

Face value (Rs.)

Issue Price (Rs.)

Cumulative No. of shares

Cumulative share premium

( Rs.)

Consideration Reason for allotment / adjustment

February 6, 1998

210 10 10 210 Nil Cash Initial subscription to Memorandum of Association

April 1, 1998

240 10 10 450 Nil Cash Issue of Rights

April 2, 1998

92,99,550 10 10 93,00,000 Nil Cash Acquisition of glass division

April 2, 1998

80,00,000 10 147.5 1,73,00,000 110,00,00,000 Cash Allotment to investors namely, Indocean Packaging Limited, The India Private Equity Fund Limited (Mauritius) and Citicorp Investment Bank (Singapore) Limited

March 31, 1999

- - - 1,73,00,000 108,35,10,849

- Share Premium Account adjusted by Rs. 1,64,89,151 against premium paid on redemption of debentures.

October 11, 2007

(93,17,000)# 10 - 79,83,000 107,52,59,970 - Shares cancelled under the Scheme of Arrangement and Amalgamation of Kojam Fininvest Limited with our Company resulting in reduction in share premium by

23

Date of allotment

No. of equity shares allotted

Face value (Rs.)

Issue Price (Rs.)

Cumulative No. of shares

Cumulative share premium

( Rs.)

Consideration Reason for allotment / adjustment

Rs. 82,50,879 October 11, 2007

1,00,00,000# 10 - 1,79,83,000 107,52,59,970 - Allotted to shareholders of erstwhile Kojam Fininvest Limited under the Scheme.

#: Under the Scheme of Arrangement and Amalgamation between Kojam Fininvest Limited and our Company, 93,17,000 equity shares of Rs. 10 each held by Kojam Fininvest Limited had been cancelled and our Company had allotted 1,00,00,000 equity shares of Rs. 10 each to the then existing shareholders of Kojam Fininvest Limited. Consequent to the above, the Issued, Subscribed and Paid-up Share Capital became Rs. 17,98,30,000 comprising of 1,79,83,000 Equity Shares of Rs. 10 each. The salient features of this Scheme were as under: • Kojam Fininvest Limited was merged into our Company with effect from the Appointed Date being

April 1, 2007 • On this Scheme becoming effective, the shares held by Kojam Fininvest Limited in our Company stood

cancelled. • Our Company issued equity shares to the shareholders of Kojam Fininvest Limited as consideration for

the merger in the ratio of 1 equity share of our Company for every 1 equity share held in Kojam Fininvest Limited.

• With effect from the Appointed Date, all the assets and liabilities of Kojam Fininvest Limited vested in and were transferred to our Company.

2. Reduction in Share Capital There has been no reduction in the share capital of our Company. 3. Issue for Consideration Other than Cash Our Company has not issued any shares for consideration other than cash except the following: • Pursuant to the Scheme of Arrangement and Amalgamation between Kojam Fininvest Limited and our

Company, our Company has issued 1,00,00,000 equity shares of Rs. 10 each to the shareholders of Kojam Fininvest Limited as consideration for the merger

4. Promoters’ Contribution and Lock-in The present Issue being a Rights Issue, provisions of Promoters’ contribution and lock-in are not applicable as per Clause 4.10.1 (c) of SEBI (DIP) Guidelines. However, it may be noted that 69,03,000 equity shares of our Company held by Glass Engineers Pvt. Ltd., a Promoter Group company are subject to lock in till March 1, 2011 in compliance with Clause 8.3.5.1(viii)(b) of the SEBI (DIP) Guidelines which provides that in case of merger where the paid-up share capital of the company seeking listing is more than the requirement for incorporation; the promoters' shares shall be locked in to the extent of 20% of the post merger paid-up capital of the unlisted company, for a period of 3 years from the date of listing of the shares of the unlisted company.

24

5. Shareholding Pattern of our Company

Pre-Issue Equity Capital as on July 31, 2009

Rights Issue Post-Issue Equity Capital*

Sr. No. Category of shareholder

No. Of Shares

held

% Of shareholding

No. Of Shares held

% Of shareholding

No. Of Shares

held

% Of shareholding

(A) Shareholding of Promoter and Promoter Group

1 Indian -Individuals/HUF 4,17,140 2.32 14,59,990 2.32 1877130 2.32

- Bodies Corporate 1,18,23,752 65.75 4,13,83,132 65.75 53206884 65.75

- PHL Senior ESOP

3,35,525 1.87 11,74,338 1.87 1509863 1.87

Sub-Total 1,25,76,417 69.94 4,40,17,460 69.94 56593877 69.94

2 Foreign - Bodies Corporate - - - - -

Sub-Total

Total shareholding of Promoter and Promoter Group (A)

1,25,76,417 69.94 4,40,17,460 69.94 56593877 69.94

(B) Public Shareholding

1 Institutions

- Mutual Funds /UTI

241 Negligible 844 Negligible 1085 Negligible

- Financial Institutions /Banks

609 Negligible 2,132 Negligible 2741 Negligible

- Insurance Companies

31,128 0.18 1,08,948 0.18 140076 0.18

- Foreign Institutional Investors

24 Negligible 84 Negligible 108 Negligible

Sub-Total 32,002 0.18 1,12,008 0.18 1,44,010 0.18

2 Non-Institutions -Bodies Corporate 28,32,687 15.75 99,14,405 15.75 1,27,47,092 15.75

-Individuals

1) Individual shareholders holding nominal share capital up to Rs. 1 lakh

18,45,261 10.26 64,58,413 10.26 83,03,674 10.26

2) Individual shareholders holding nominal share capital in

6,69,549 3.72 23,43,421 3.72 30,12,970 3.72

25

Pre-Issue Equity Capital as on July 31, 2009

Rights Issue Post-Issue Equity Capital*

Sr. No. Category of shareholder

No. Of Shares

held

% Of shareholding

No. Of Shares held

% Of shareholding

No. Of Shares

held

% Of shareholding

excess of Rs. 1 lakh Any Others - NRIs 27,084 0.15 94,794 0.15 12,12,878 0.15

- Clearing Members

Sub-Total 53,74,581 29.88 1,88,11,033 29.88 2,41,85,615 29.88

Total Public Shareholding (B)

54,06,583 30.06 1,89,23,041 30.06 24329624 30.06

Total (A)+(B) 1,79,83,000 100 6,29,40,500 100 8,09,23,500 100

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

_ - - - - -

Total (A)+(B)+(C) 1,79,83,000 100 6,29,40,500 100 8,09,23,500 100*: Assuming all the shareholders apply to the full extent of their entitlement in the Rights Issue. 6. Our Promoter has confirmed that he either by himself or through his relatives or entities controlled by

him forming part of the Promoter Group intends to subscribe to the full extent of their Rights Entitlement in the Issue. Our Promoter, either by himself or through his relatives or entities controlled by him forming part of the Promoter Group also intends to apply for additional Equity Shares in the Issue, such that the Issue is subscribed. As a result of this subscription and consequent allotment, our Promoter either by himself or through his relatives or entities controlled by him forming part of the Promoter Group may acquire Equity Shares over and above their Rights Entitlement, which may result in an increase of their shareholding above their current shareholding together with their Rights Entitlement. This subscription and acquisition of additional Equity Shares by them, if any, will not result in change of control of the management of our Company and shall be exempt in terms of proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As such, other than meeting the requirements indicated in the section on “Objects of the Issue” (on page 29 of this Letter of Offer), there is no other intention/purpose for this Issue including no intention to de-list the Company, even if, as a result of allotments to Promoter or his relatives or entities controlled by him forming part of the Promoter Group in this Issue, their shareholding in the Company exceeds its current shareholding. Our Promoter either by himself or through his relatives or entities controlled by him forming part of the Promoter Group intends to subscribe to such unsubscribed portion as permitted under the relevant provisions of the law. Pursuant to any allotment made to the Promoter or his relatives or entities controlled by him forming part of the Promoter Group of additional Equity Shares forming part of the unsubscribed portion in the Issue, the Company and the Promoter undertake to comply with applicable laws.

The Company has received Letter bearing Ref No. DCS/Pref/GI/Gen/608/09-10 dated July 17, 2009

from BSE and Letter bearing Ref No. CFD/DIL/PB/PN/167084/2009 dated July 24, 2009 from NSE clarifying that the Promoter subscribing to the unsubscribed portion of this Issue is a case fit to be considered as a supervening event under Clause 40A of the Listing Agreement.

7. Name of the Top Ten Shareholders a) The ten largest shareholders of our Company as on the date of filing and ten days prior to the date of

filing of the LOF with SEBI is as follows: Sr. No. Name of Shareholder Shares %

1 Glass Engineers Pvt. Ltd. 69,03,000 38.392 PGL Holdings Pvt. Ltd. (erstwhile GGL Holdings Pvt Ltd) 32,63,390 18.15

26

Sr. No. Name of Shareholder Shares % 3 Indiahold Ltd. 13,60,886 7.574 The Swastik Safe Deposit & Investments Ltd. 7,67,031 4.275 Yuga Fininvest Pvt. Ltd. 6,91,681 3.856 Aikone Marketing & Management Services Pvt. Ltd. 4,63,018 2.577 PHL Fininvest Pvt. Ltd 4,49,199 2.508 Ajay G. Piramal Trustee Piramal Healthcare Ltd. Senior Employees Option

Scheme 3,35,525 1.87

9 Savoy Finance & Investments Pvt. Ltd. 285837 1.5910 Gujarat Glass Employees Stock Option Scheme 257890 1.43

b) The ten largest shareholders of our Company as on two years prior to filing of the LOF with SEBI is as follows:

Sr. No. Name of Shareholder Number of shares held

1. Kojam Fininvest Ltd. 93,17,000 2. Indiahold Limited 10,80,000 3. Glass Engineers Pvt. Ltd. 69,03,000

Note: As on that date our Company, not being a listed public company, had only three shareholders as mentioned above. 8. The details of the aggregate shareholding of the Promoter Group as on the date of filing of the Letter

of Offer with SEBI Name of entities Number of shares % of pre issue share capital Promoter Ajay G. Piramal 16,362 0.09 Total (A) 16,362 0.09 Promoter Group Swati A. Piramal 20,201 0.11 Anand Piramal 173,057 0.96 Lalita G.Piramal 19,125 0.11 Nandini Piramal 174,420 0.97

Ajay G. Piramal (HUF) 13,975 0.08 Glass Engineers Pvt. Ltd 6,903,000 38.39 PGL Holdings Pvt. Ltd (erstwhile GGL Holdings Pvt Ltd) 3,263,390 18.15

PHL Fininvest Pvt. Ltd. 449,199 2.50 Piramal Enterprises Ltd. Trustee of the Piramal Enterprises Executive Trust 153,052 0.85

Savoy Finance & Investment Pvt. Ltd. 285,837 1.59 Swastik Safe Deposit and Investments Ltd. 767,031 4.27 Nandini Piramal Investment Pvt. Ltd 2,243 0.01 Ajay G. Piramal Trustee Piramal Healthcare Ltd- Senior Employees Option Scheme 335,525 1.87

Total (B) 12,560,055 69.85 Grand Total (A + B) 12,576,417 69.94 9. The Promoter of our Company, his relatives and associates, and entities belonging to the Promoter

Group have not purchased or sold directly or indirectly, any equity shares during a period of 6 months preceding the date on which this Letter of Offer is filed with SEBI.

10. “As on July 31, 2009, the Promoter or any entity forming part of the promoter group has not pledged or

otherwise encumbered any of his/its shareholding in the Company with any person.”

27

11. Separately, by a special resolution passed by the shareholders of our Company on August 31, 2007 under section 81(1A) of the Companies Act, read with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 the shareholders have approved the issue and allotment of upto 5,75,000 Equity Shares of Rs. 10/- each for cash at par to the ESOP Trust to be utilized by the ESOP Trust against exercise of stock options to be granted to the employees of the Company. The said special resolution was ratified and confirmed by the shareholders of the Company on March 26, 2008 through postal ballot. However, as on date the Company has not alloted any Equity shares to ESOP Trust.

Particulars Details Options granted Nil Exercise price of options Such price as determined by the Trustees of the ESOP

Trust not being higher than, the higher of: 1. Market price on the date of grant, or 2. Average of the price prevailing for the type of share

or other security in respect of which the option is granted during the three months immediately preceding the date the option is offered to the employee, or

3. The issue price of any such shares or securities if the same have been issued within three months prior to the grant of the option.

Total options vested/exercised/forfeited/lapsed/ cancelled

Nil

Variations in terms of options Nil Money realized by exercise of options (Rs.) Nil Options outstanding (in force) Nil Person-wise details of options granted to: Nil Fully diluted EPS on a pre-issue basis for the year ended March 31, 2009

(30.22)

Difference, if any, between employee compensation cost (calculated using the intrinsic value of stock options) and the employee compensation cost (calculated using the fair value of stock options)

NA

Weighted average exercise price either equals or exceeds or is less than the market value of the shares

NA

Weighted average fair values of options whose exercise price equals or is less than the market value of the stock.

NA

Impact on the profits and EPS if the Issuer had followed the accounting policies specified in Clause 13 of the ESOP Guidelines.

NA

Vesting schedule After a period of twelve months from the date of grant either in one installment or phased over a period not exceeding five years

Lock-in Nil Impact on profits and EPS of the last three years Nil In the year 2005, a private independent trust was settled by certain employees of the Company under the name of Gujarat Glass Stock Option Scheme (ESOP Trust) for the benefit of employees including directors holding salaried office or employment in the Company, inter alia, with the object that the Trustees of the Trust should operate the Scheme or Schemes for providing incentives / motivations to senior employees by way of or similar to stock option schemes. In line with the objects of the ESOP Trust, the ESOP Trust purchased from existing shareholders the shares of erstwhile Kojam Fininvest Limited, since merged with the Company, which was then the holding company of our Company. Pursuant to the merger of Kojam with our Company, the ESOP Trust was allotted the shares of our Company in place of the shares held by it in Kojam which were cancelled. Some of these shares were transferred by the ESOP Trust to the employees of our Company against exercise of stock

28

options by them from time to time. The grant and the subsequent exercise of options have had no effect on the capital structure of our Company. As on March 31, 2009, the ESOP Trust also holds 3,31,902 shares in the Company which were acquired by it independently from the Company’s existing shareholders. 12. Our Company has not availed Bridge Loans, which need to be repaid from the proceeds of the Issue,

for incurring expenditure on the Objects of the Offer. 13. Our Company/Promoter/Directors/Lead Managers have not entered into buy back or similar

arrangements for purchase of securities issued by our Company. 14. The entire issue price is to be paid on application hence there will be no partly paid up shares arising

out of this issue. 15. The equity shares of our Company are of face value of Rs.10/- and marketable lot is 1 (one). At any

given time there shall be only one denomination for the shares of our Company and the disclosures and accounting norms specified by SEBI from time to time will be complied with.

16. Our Company shall not make any further issue of capital whether by way of issue of bonus shares,

preferential allotment, rights issue or public issue or in any other manner during the period commencing from the submission of the Letter of Offer to SEBI for the Rights Issue till the securities referred in the Letter of Offer have been listed or application money refunded on account of failure of the Issue.

17. The terms of the Issue to Non-Resident Equity Shareholders/Applicants have been presented under the

section titled “Terms of the Issue” beginning on page 246 of this Letter of Offer. 18. Presently, we do not have any proposal, intention, negotiation or consideration to alter the capital

structure by way of split/consolidation of the denomination of the shares / issue of shares on a preferential basis or issue of bonus or rights or public issue of Equity Shares or any other securities within a period of six months from the date of opening of the present Issue. However, if the business needs of our Company so require, then we may alter the capital structure by way of split/ consolidation of the denomination of the shares/ issue of shares on a preferential basis or issue of bonus or rights or public issue of shares or any other securities whether in India or abroad during the period of six months from the date of listing of the Equity Shares issued under this Letter of Offer or from the date the application moneys are refunded on account of failure of the Issue, after seeking and obtaining all the approvals which may be required for such alteration.

19. The Issue will remain open for at least 15 days. However, the Board will have the right to extend the

Issue period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date.

20. The total numbers of shareholders in our Company as on July 31, 2009 are 52,166.

29

OBJECTS OF THE ISSUE

We intend to deploy the net proceeds from the Issue of Rs. 187.3 crores after meeting Issue expenses of approximately Rs. 1.53 crores for repayment/prepayment of debt. Details of the same are given below: Repayment of existing debt Currently we have term loans / working capital loans from various banks as detailed on page 180 of this Letter of Offer. Out of the proceeds of the issue, we propose to repay the below mentioned loans. As per the current schedule of repayment, two loans amounting to Rs. 100 crores and Rs. 90 crores, thereby aggregating to Rs. 190 crores, which are due for repayment on November 2, 2009 and November 22, 2009, respectively. The details of the above two loans are as under: Particulars Loan Details Loan Details Nature of the Loan Short Term Loan from Yes Bank

Ltd. Short Term Loan from HDFC Ltd.

Object of the Loan* To meet working capital requirement

To meet ongoing business requirements

Date of Sanction February 2, 2009 June 22, 2009 Date of the Loan Agreement February 2, 2009 June 22, 2009 Date of Disbursement June 2, 2009 June 22, 2009 Nature of Interest Charge Fixed Rate of Interest Fixed Rate of Interest Rate of Interest on the Loan 10%

10.50%

Security Unsecured Unsecured Repayment Schedule Bullet payment at the end of 5

months from the date disbursement, which is November 2, 2009

Bullet payment on November 22, 2009

Terms of Prepayment Nil Nil Amount proposed to be repaid from the Net proceeds of the Issue (Rs. Cr.)

98.58 88.72

* As per the Certificate dated August 6, 2009, by D.B. Ketkar & Co., Chartered Accountants, the aforesaid loans have been availed and utilized for the purposes as mentioned above. Means of Finance Our Company has identified the above loans that it intends to repay from the Issue proceeds. However, Our Company may repay, from internal accruals some or all of the above loans on their due dates before our Company has access to the Issue proceeds or may repay any combination of the short term loans as detailed on page 180 of this Letter of Offer or the loans taken to repay / refinance any of such loans (including interest and pre-payment penalty, if any) either in full or in part. To the extent the above loans are re-paid prior to opening of the issue, the Company may utilise issue proceeds to repair other loans Deployment of funds As at March 31, 2009, we have not deployed any amount towards the objects of the issue. Issue expenses The total expenses of the Issue are estimated to be approximately Rs. 1.53 crores. The Issue related expenses include, among others, issue management fees, registrar fees, printing and distribution expenses, auditor fees, legal fees, advertisement expenses, stamp duty, depository charges and listing fees to the stock exchanges. The total expenses for the Issue are Rs. 0.81 % of the Issue Size. The following table gives break-up of estimated Issue expenses:

30

Particulars Estimated Expenses (Rs. crore)

% of the issue expenses

% of the issue size

Lead management fee 0.75 49.11 0.40 Printing and stationery 0.30 19.61 0.16 Other expenses (Registrar’s fee, legal fees, etc.) 0.48 31.28 0.25 Total 1.53 100.00 0.81 Interim Use of Proceeds Pending utilization of Issue proceeds, the management, in accordance with the policies set up by the Board, will have the flexibility in deploying in interest/dividend bearing liquid instruments including money market mutual funds, deposits with banks for the necessary duration. Such investments would be in accordance with investment policies approved by the Board from time to time. The funds will not be deployed in any Equity Markets or Equity Market related instruments. Monitoring of utilization of funds The Audit Committee appointed by our Board of Directors will monitor the utilization of the Issue proceeds. We will disclose the utilization of the proceeds of the Issue under a separate head in our audited financial statements for Fiscal 2010 clearly specifying the purpose for which such proceeds have been utilized. We will also, in our audited financial statements for Fiscal 2010, provide details, if any, in relation to all such proceeds of the Issue that have not been utilized and also indicating investments, if any, of such unutilized proceeds of the Issue.

31

BASIS FOR ISSUE PRICE Our Equity Shares, now being offered, are subject to the terms and conditions of this Letter of Offer, the CAF, the Memorandum and Articles of Association of our Company, the guidelines for listing of securities issued by the Government of India and the guidelines issued by SEBI from time to time, the Depositories Act, the provisions of the Act and all other applicable Acts, Rules and Regulations. Investors should also refer to the sections titled “Risk factors”, “Our Business” and “Auditors’ Report” forming part of “Financial Information” to get a more informed view before making the investment decision. Qualitative Factors:

1. We are one of the leading players in the glass manufacturing industry 2. Global footprint and scale of operations 3. We provide a one stop solution for glass packaging 4. High quality manufacturing setup 5. Diversified mix of product offerings across business segments 6. Marquee client base 7. Highly experienced, skilled, qualified and dynamic team, and low attrition rates For further details on the above qualitative factors, which form the basis for computing the price refer to “Our Business- Our Strengths” on page 50 and Risk Factors beginning on page ix of this Letter of Offer. Quantitative Factors: Information presented in this section is derived from our consolidated and standalone audited restated financial statements presented in accordance with Indian GAAP. 1. Basic and Diluted Earnings per share (EPS) as per Accounting Standard 20

Year Weight Standalone EPS (Rs.)

Consolidated EPS (Rs.)

Year ended March 31, 2007 1 20.43 (22.48) Year ended March 31, 2008 2 9.04 (12.70) Year ended March 31 , 2009 3 (30.22) (57.01) Weighted Average NA NA Note: i. The earning per share has been computed by dividing net profit as restated, attributable to equity

shareholders by restated weighted average number of equity shares outstanding during the year. ii. The face value of each equity share is Rs. 10/- 2. Price Earnings Ratio (P/E Ratio) pre-Issue in relation to Issue Price of Rs. 30 Particulars P/E (no. of times) a) Based on EPS for the year ended March 31, 2009 - Standalone EPS of Rs. (30.22) - Consolidated EPS of Rs. (57.01)

NA NA

b) Based on EPS for the year ended March 31, 2008 - Standalone EPS of Rs. 9.04

3.32

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Particulars P/E (no. of times) - Consolidated EPS of Rs. (12.70) NA c) Based on weighted average NA c) Glass & Glass Industry – P/E* i) Highest – La Opala RG 11.9 ii) Lowest – Empire Indutries . (except those that are NIL) 8.7 iii) Average 9.0 *: Source: Capital Markets Volume XXIV/11, July 27 – August 9, 2009, Industry classification: Glass & Glass Products 3. Accounting Ratios of some companies in the same Industry group:

EPS (Rs.) P/E RONW (%) NAV (Rs.) FV (Rs.)

Hindustan National Glass 61.7 9.0 33.9 481.8 10 Empire 14.0 8.7 30.1 44.0 10 Piramal Glass** (57.01) NA (116.4) 48.97 10 Note: The EPS, RONW and NAV figures of the companies in the same Industry group are based on the latest audited results for the year ended March 31, 2009 (except Empire Industries which is based on Audited results for March 31, 2008) and P/E is based on trailing twelve months (TTM) and Market data. *Source: Capital Markets Volume XXIV/11, July 27 – August 9, 2009, Industry classification: Glass & Glass Products ** For the year ended March 31, 2009, on a consolidated basis 4. Return on Net Worth (RONW) Year Weight Standalone RONW % Consolidated RONW % Year ended March 31, 2007 1 14.10 (20.90) Year ended March 31, 2008 2 6.20 (11.70) Year ended March 31, 2009 3 (26.00) (116.4) Weighted Average NA NA 5. Minimum Return on post-Issue Networth to maintain pre-Issue EPS cannot be computed since the

Company has reported a loss for the year ended March 31, 2009. 6. Minimum Return on post-Issue Networth to maintain pre-Issue EPS cannot be computed since the

Company has reported loss as at March 31, 2009. 7. Net Asset Value (NAV) – Per Equity Share a) NAV (pre-issue) on standalone basis as on March 31, 2009 (Rs.) 116.42 b) NAV (pre-issue) on consolidated basis as on March 31, 2009 (Rs.) 48.97 c) NAV (post-issue) on a standalone basis at a price of Rs.30/- (Rs.) 146.42 d) Issue Price (Rs.) 30.00 8. The face value of our Equity Shares is Rs. 10 each and the Issue Price is 3 times of the face value of

our Equity Shares. 9. The Lead Manager believes that the Issue Price of Rs. 30 per Equity Share is justified in view of the

above qualitative and quantitative parameters. Specific attention of the investors is invited to the sections titled “Risk Factors”, “Our Business” and “Financial Statements” beginning on page ix, 49 and 122 of this Letter of Offer respectively.

10. The Issue Price of Rs. 30 has been determined by us in consultation with Lead Manager and is justified

on the basis of the above qualitative and quantitative factors.

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STATEMENT OF GENERAL TAX BENEFITS

To, Board of Directors, Piramal Glass Limited, Mumbai. Dear Sirs, Statement of Possible Tax Benefits available to the Company and its shareholders We hereby report that the enclosed statement states the possible tax benefits available to the Company under the Income tax Act, 1961 and Indirect tax laws, presently in force in India and to the shareholders of the Company under the Income tax Act, 1961 and the Wealth Tax Act, 1957, presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the statute. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on business imperatives the Company faces in the future, the Company may or may not choose to fulfill. The benefits discussed in the enclosed statement are not exhaustive and the preparation of the contents stated is the responsibility of the Company's management. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. We do not express any opinion or provide any assurance as to whether:

i. the company or its shareholders will continue to obtain these benefits in future; or ii. the conditions prescribed for availing the benefits have been / would be met with.

The contents of the enclosed statement are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company.

Thanking You,

Yours Faithfully,

Hitesh J. Desai Partner M. No. 37569 Haribhakti & Co., Chartered Accountants Reg. No. 118013WPlace: Mumbai Date: April 9, 2009

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ANNEXURE TO STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO PIRAMAL GLASS LIMITED AND ITS SHAREHOLDERS

GENERAL TAX BENEFITS

(A) Benefits to Piramal Glass Limited (‘the company’) under Income-tax Act, 1961 (‘the Act’)

1. The Company will be entitled to claim depreciation allowance at the prescribed rates on tangible and intangible assets under section 32 of the IT Act.

2. The Company is eligible under section 35D of the IT Act to a deduction equal to one-fifth of certain

specified expenditure, including specified expenditure incurred in connection with the issue for the extension of the industrial undertaking, for period of five successive years subject to the limits provided and the conditions specified under the said section.

3. The Company will be entitled to claim expenditure incurred in respect of amalgamation u/s. 35DD of

the Income-tax Act in five equal annual installments. 4. Dividends exempt under section 10(34) and 10(35) of the Act.

Dividend (whether interim or final) received by the company from its investment in shares of another domestic company would be exempted in the hands of the company as per the provisions of section 10(34) and 10(35) read with section 115-O and 115R of the Act. 5. Computation of capital gains Capital assets are to be categorized into short-term capital assets and long-term capital assets based on the period of holding. All capital assets [except shares held in a company or any other security listed in a recognized stock exchange in India or units of Unit Trust of India (‘UTI’) or Mutual Fund units specified under section 10(23D) of the Act and zero coupon bonds] are considered to be long-term capital assets, it they arc held for a period exceeding thirty-six months. Shares held in a company or any other security listed in a recognized stock exchange in India or UTI or Mutual Fund units specified under section 10(23D) of the Act and zero coupon bonds are considered as long-term capital assets, if these are held for a period exceeding twelve months.

As per the provisions of section 48 of the Act, the amount of capital gain shall be computed by deducting from the sale consideration, the cost of acquisition and expenses incurred in connection with the transfer of a capital asset. However, in respect of long-term capital gains arising to the company, a benefit is permitted to substitute the cost of acquisition / improvement with the indexed cost of acquisition / improvement. The indexed cost of acquisition / improvement, adjusts the cost of acquisition / improvement by a cost inflation index, as prescribed from time to time.

As per the provisions of section 10(38) of the Act, long term capital gain arising to the company from transfer of a long term capital asset being an equity share in a company listed on a recognized stock exchange in India, shall be exempt, from tax, if the transaction is chargeable to Securities Transaction Tax (‘STT’).

However w.e.f. April 1, 2007, long-term capital gain generated by a company and which is exempt under section 10(38), will be taken into consideration to calculate book profit under section 115JB for the purpose of calculating minimum alternate tax and tax on such adjusted book profits shall be payable @ 15% (plus surcharge and education cess).

As per the provisions of section 112 of the Act, long-term capital gains [other than those covered under section 10(38) of the Act] are subject to tax at a rate of 20% (plus applicable surcharge and cess). However, proviso to section 112(1) specifies that if the long-term capital gains [other than those covered under section 10(38) of the Act] arising on transfer of listed securities or units or zero coupon bond, calculated at the rate of 20% with indexation benefit exceeds the capital gains computed at the rate of 10% without indexation benefit, then such capital gains are chargeable to tax at the rate of 10% without indexation benefit (plus applicable surcharge and education cess).

35

As per provisions of section 111 A of the Act (as amended by Finance Act, 2008), short term capital gains arising from transfer of short term capital asset, being an equity share in a company or a unit of an equity oriented mutual fund, where the transaction of sale is chargeable to Securities Transaction Tax (“STT”) shall be taxable at the rate of 15% (plus applicable surcharge and education cess).

6. Exemption of capital gain from income-tax

As per the provisions of section 54EC of the Act and subject to the conditions specified therein capital gains arising to the company on transfer of a long-term capital asset [other than those covered under section 10(38) of the Act] shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of such capital gain is invested, the exemption shall be proportionately reduced.

However, if the company transfers or converts the notified bonds into money (as stipulated therein) within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable in such year. The bonds specified for this section are bonds issued on or after April 1, 2006 by the National Highways Authority of India (‘NHAI’) and by the Rural Electrification Corporation Ltd. (‘REC’). The Finance Act 2007 has restricted the maximum investment in such bonds upto Rs 50 lacs per assessee during any financial year.

(B) Benefits to the Resident shareholders

1. Dividends exempt under section 10(34) of the Act

Dividend (whether interim or final) received by a resident shareholder from its investment in shares of a domestic company would be exempt in the hands of the resident shareholder as per the provisions of section 10(34) read with section 115-O of the Act.

2. Computation of capital gains Capital assets are to be categorized into short-term capital assets and long-term capital assets based on the period of holding. All capital assets [except shares held in a company or any other security listed in a recognized stock exchange in India or units of UTI or Mutual Fund units specified under section 10(23D) of the Act and zero coupon bonds] are considered to be long-term capital assets, if they are held for a period exceeding thirty-six months. Shares held in a company or any other security listed in a recognized stock exchange in India or units of UTI or Mutual Fund units specified under section 10(23D) of the Act and zero coupon bonds are considered as long-term capital assets, if these are held for a period exceeding twelve months.

As per the provisions of section 48 of the Act, the amount of capital gain shall be computed by deducting from the sale consideration, the cost of acquisition and expenses incurred in connection with the transfer of a capital asset. However, in respect of long-term capital gains arising to a resident shareholder, a benefit is permitted to substitute the cost of acquisition / improvement, with the indexed cost of acquisition / improvement. The indexed cost of acquisition / improvement, adjusts the cost of acquisition / improvement by a cost inflation index, as prescribed from time to time.

As per the provisions of section 10(38) of the Act, long term capital gain arising to a resident shareholder from transfer of a long term capital asset being an equity share in a company listed on a recognized stock exchange in India, shall be exempt from tax, if the transaction is chargeable to STT.

However w.e.f. April 1, 2007, long-term capital gain generated by a resident shareholder, who is a company and which is exempt under section 10(38), will be taken into consideration to calculate book profit under section 115JB for the purpose of calculating minimum alternate tax and tax on such adjusted book profits shall be payable @ 15% (plus surcharge and education cess).

As per the provisions of section 112 of the Act, long-term capital gains [other than those covered under section 10(38) of the Act] are subject to tax at a rate of 20% (plus applicable surcharge and cess). However proviso to section 112(1) specifies that if the long-term capital gains [other than those covered under section 10(38) of the Act] arising on transfer of listed securities or units or zero coupon bond, calculated at the rate of 20% with indexation benefit exceeds the capital gains computed at the rate of 10% without indexation benefit, then such capital gains are chargeable to tax at the rate of 10% without indexation benefit (plus applicable surcharge and education cess).

36

As per provisions of section 111 A of the Act (as amended by Finance Act, 2008), short term capital gains arising from transfer of short term capital asset, being an equity share in a company or a unit of an equity oriented mutual fund, where the transaction of sale is chargeable to Securities Transaction Tax (“STT”) shall be taxable at the rate of 15% (plus applicable surcharge and education cess).

3. Exemption of capital gains arising from income tax As per the provisions of section 54EC of the Act and subject to the conditions specified therein capital gains arising to a resident shareholder on transfer of a long-term capital asset [other than those covered under section 10(38) of the Act] shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of such capital gain is invested, the exemption shall be proportionately reduced.

However, if the resident shareholder transfers or converts the notified bonds into money (as stipulated therein) within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable in such year. The bonds specified for this section are bonds issued on or after April 1, 2006 by NHAI and REC. The Finance Act 2007 has restricted the maximum investment in such bonds upto Rs 50 lacs per assessee during any financial year.

Further, as per the provisions of section 54F of the Act and subject to conditions specified therein, long-term capital gains [other than a capital gains arising on sale of residential house and those covered under section 10(38) of the Act] arising to an individual or Hindu Undivided Family (‘HUF’) on transfer of shares of the company will be exempted from capital gains tax, if the net consideration from such shares are used for either purchase of residential house property within a period of one year before or two years after the date on which the transfer took place, or for construction of residential house property within a period of three years after the date of transfer.

4. Deduction under section 36(i)(xv)

As per the provisions of section 36, where the business income of a resident shareholder includes profits and gains from sale of taxable securities, a deduction shall be allowed from the business income, the amount of securities transaction tax paid on such transactions.

(C) Benefits to the Non-resident shareholders

1. Dividends exempt under section 10(34) of the Act

Dividend (whether interim or final) received by a non-resident shareholder from its investment in shares of a domestic company would be exempt in the hands of the non-resident shareholder as per the provisions of section 10(34) read with section 115-O of the Act.

2. Computation of capital gains Capital assets are to be categorized into short-term capital assets and long-term capital assets based on the period of holding. All capital assets [except shares held in a company or any other security listed in a recognized stock exchange in India or units of UTI or Mutual Fund units specified under section 10(23D) of the Act and zero coupon bonds] are considered to be long-term capital assets, if they are held for a period exceeding thirty-six months. Shares held in a company or any other security listed in a recognized stock exchange in India or units of UTI or Mutual Fund units specified under section 10(23D) of the Act and zero coupon bonds are considered as long-term capital assets, if these are held for a period exceeding twelve months.

As per the proviso of section 48 of the Act, the amount of capital gain shall be computed by deducting from the sale consideration, the cost of acquisition and expenses incurred in connection with the transfer of a capital asset. However in respect of long-term capital gains (other than those covered under second proviso to section 48) arising to the non-resident shareholder, a benefit is permitted to substitute the cost of acquisition / improvement with the indexed cost of acquisition / improvement. The indexed cost of acquisition / improvement, adjusts the cost of acquisition / improvement by a cost inflation index, as prescribed from time to time.

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As per the second provisions of section 48 of the Act, the capital gains arising on transfer of capital asset being shares or debentures of an Indian company, (purchased in foreign currency) needs to be computed by converting the cost of acquisition, expenditure in connection with such transfer and full value of consideration received or accruing as a result of the transfer into the same foreign currency in which the shares were originally purchased. The resultant gains thereafter need to be reconverted into Indian currency. The conversion needs to be done at the prescribed rates prevailing on dates stipulated. Hence, in computing such gains, the benefit of indexation is not available to non-resident shareholders.

As per the provisions of section 10(38) of the Act, long term capital gain arising to a non-resident shareholder from transfer of a long term capital asset being an equity share in a company listed on a recognized stock exchange in India, shall be exempt from tax if the transaction is chargeable to STT.

However w.e.f. April 1, 2007, long-term capital gain generated by a non-resident shareholder who is a company and which is exempt under section 10(38), will be taken into consideration to calculate book profit under section 115JB for the purpose of calculating minimum alternate tax and tax on such adjusted book profits shall be payable @ 15% (plus surcharge and education cess).

As per the provisions of section 112 of the Act; long-term capital gains [other than those covered under section 10(38) of the Act] are subject to tax at a rate of 20% (plus applicable surcharge and cess). However, proviso to section 112(1) specifies that if the long-term capital gains [other than those covered under second proviso to section 48 and under section 10(38) of the Act] arising on transfer of listed securities or units or zero coupon bond, calculated at the rate of 20% with indexation benefit exceeds the capital gains computed at the rate of 10% without indexation benefit, then such capital gains are chargeable to tax at the rate of 10% without indexation benefit (plus applicable surcharge and education cess).

As per provisions of section 111 A of the Act (as amended by Finance Act, 2008), short term capital gains arising from transfer of short term capital asset, being an equity share in a company or a unit of an equity oriented mutual fund, where the transaction of sale is chargeable to Securities Transaction Tax (“STT”) shall be taxable at the rate of 15% (plus applicable surcharge and education cess).

3. Exemption of capital gain from income-tax As per the provisions of section 54EC of the Act and subject to the conditions specified therein capital gains arising to a non-resident shareholder on transfer of a long-term capital asset [other than those covered under section 10(38) of the Act] shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of such capital gain is invested, the exemption shall be proportionately reduced.

However, if the non-resident shareholder transfers or converts the notified bonds into money (as stipulated therein) within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable in such year. The bonds specified for this section are bonds issued on or after April 1, 2006 by NHAI and REC. The Finance Act 2007 has restricted the maximum investment in such bonds upto Rs 50 lacs per assesses during any financial year.

Further, as per the provisions of section 54F of the Act and subject to conditions specified therein, long-term capital gains [other than a capital gains arising on sale of residential house and those covered under section 10(38) of the Act] arising to an individual or HUF on transfer of shares of the company will be exempted from capital gains tax, if the net consideration from such shares are used for either purchase of residential house property (subject to prior approval from Reserve Bank of India) within a period of one year before or two years after the date on which the transfer took place, or for construction of residential house property within a period of three years after the date of transfer.

4. Deduction under section 36(i)(xv) As per the provisions of section 36, where the business income of a non-resident shareholder includes profits and gains from sale of taxable securities, a deduction shall be allowed from the business income, the amount of securities transaction tax paid on such transactions.

38

5. Tax Treaty Benefits

As per section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax treaty to the extent they are more beneficial to the non-resident shareholder. Thus, a non-resident shareholder can opt to be governed by the beneficial provisions of an applicable tax treaty.

(D) Benefits to the Non-resident Indian shareholders

1. Dividends exempt under section 10(34) of the Act

Dividend (whether interim or final) received by a Non-Resident Indian (‘NRI’) shareholder from its investment in shares of a domestic company would be exempt in the hands of the NRI shareholder company as per the provisions of section 10(34) read with section 115-O of the Act.

2. Computation of capital gains Capital assets are to be categorized into short-term capital assets and long-term capital assets based on the period of holding. All capital assets [except shares held in a company or any other security listed in a recognized stock exchange in India or units of UTI or Mutual Fund units specified under section 10(23D) of the Act and zero coupon bonds] are considered to be long-term capital assets, if they are held for a period exceeding, thirty-six months. Shares held in a company or any other security listed in a recognized stock exchange in India or units of UTI or Mutual Fund units specified under section 10(23D) of the Act and zero coupon bonds are considered as long-term capital assets, if these are held for a period exceeding twelve months.

As per the provisions of section 48 of the Act, the amount of capital gain shall be computed by deducting from the sale consideration, the cost of acquisition and expenses incurred in connection with the transfer of a capital asset. However, in respect of long-term capital gains [other than those covered under section 10(38) of the Act and capital gains covered by the provisions of Chapter XII-A] arising to the NRI, a benefit is permitted to substitute the cost of acquisition / improvement with the indexed cost of acquisition / improvement. The indexed cost of acquisition / improvement, adjusts the cost of acquisition / improvement by a cost inflation index, as prescribed from time to time.

As per the provisions of section 10(38) of the Act, long term capital gain arising to an NRI from transfer of a long term capital asset being an equity share in a company listed on a recognized stock exchange in India, shall be exempt from tax if the transaction is chargeable to STT.

As per the provisions of section 112 of the Act, long-term capital gains [other than those covered under section 10(38) of the Act and capital gains covered by the provisions of Chapter XII-A] are subject to tax at a rate of'20% (plus applicable surcharge and cess). However, proviso to section 112(1) specifies that if the long-term capital gains [other than those covered under section 10(38) of the Act and capital gains covered by the provisions of Chapter XII-A] arising on transfer of listed securities or units or zero coupon bond, calculated at the rate of 20% with indexation benefit exceeds the capital gains computed at the rate of 10% without indexation benefit, then such capital gains are chargeable to tax at the rate of 10% without indexation benefit (plus applicable surcharge and education cess).

As per provisions of section 111 A of the Act (as amended by Finance Act, 2008), short term capital gains arising from transfer of short term capital asset, being an equity share in a company or a unit of an equity oriented mutual fund, where the transaction of sale is chargeable to Securities Transaction Tax (“STT”) shall be taxable at the rate of 15% (plus applicable surcharge and education cess).

As per the provisions of section 115-I of the Act, an NRI as defined therein has the option to be governed by the normal provisions of the Act or the provisions of Chapter XII-A of the Act through appropriate declaration in the return of income. The said Chapter inter alia entitles an NRI to the benefits stated hereunder in respect of income from shares of an Indian company acquired, purchased or subscribed in convertible foreign exchange.

As per the provisions of section 115D read with section 115E of the Act, where shares in the company are acquired or subscribed to in convertible foreign exchange by an NRI, long term capital gains [other than those covered under section 10(38) of the Act] arising to him on transfer of shares, shall be concessionally taxed at the flat rate of 10% (plus applicable surcharge and cess) without indexation benefit but with protection against foreign exchange fluctuation.

39

As per the provisions of section 115F of the Act, long-term capital gains [other than those covered under section 10(38) of the Act] arising to an NRI 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 or savings certificates referred to in section 10(4B) of the Act 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 into money within three years from the date of their acquisition.

As per the provisions of section 115G of the Act, an NRI is not required to file a return of income under section 139(1) of the Act, if his only source of income is investment income or long term capital gains or both arising out of the assets acquired, purchased or subscribed in convertible foreign exchange and tax has been deducted at source from such income as per the provisions of Chapter XVII-B of the Act.

As per the provisions of section 115H of the Act, when an NRI becomes assessable as a resident in India, the provisions of the Chapter XII-A can continue to apply in relation to investment made when he was an NRI. Towards this, the NRI needs to furnish a declaration in writing to the Assessing Officer along with his return of income.

3. Exemption of capital gain from income-tax As per the provisions of section 54EC of the Act and subject to the conditions specified therein capital gains arising to an NRI shareholder on transfer of a long-term capital asset [other than those covered under section 10(38) of the Act and capital gains covered by the provisions of Chapter XII-A] shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds within six months from the date of transfer. If only part of such capital gain is invested, the exemption shall be proportionately reduced.

However, if an NRI shareholder transfers or converts the notified bonds into money (as stipulated therein) within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable in such year. The bonds specified for this section are bonds issued on or after April 1, 2006 by NHAI and REC. The Finance Act 2007 has restricted the maximum investment in such bonds upto Rs 50 lacs per assessee during any financial year.

Further, as per the provisions of section 54F of the Act and subject to conditions specified therein, long-term capital gains [other than capital gains arising on sale of residential house and other than those covered under section 10(38) of the Act] arising to an individual or HUF on transfer of shares of the company will be exempted from capital gains tax, if the net consideration from such shares are used for either purchase of residential house property within a period of one year before or two years after the date on which the transfer took place, or for construction of residential house property within a period of three years after the date of transfer.

4. Rebate under section 36(i)(xv)

As per the provisions of section 36, where the business income of an NRI shareholder includes profits and gains from sale of taxable securities, a deduction shall be allowed from the business income, the amount of securities transaction tax paid on such transactions.

5. Tax Treaty Benefits

As per section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax treaty to the extent they are more beneficial to the NRI shareholder. Thus, an NRI shareholder can opt to be governed by provisions of the Act or the applicable tax treaty whichever is more beneficial.

(E) Benefits to the Foreign Institutional Investor (‘FII’)

1. Dividends exempt under section 10(34) of the Act

Dividend (whether interim or final) received by a FII from its investment in shares of a domestic company would be exempt in the hands of the FII as per the provisions of section 10(34) read with section 115-O of the Act.

40

2. Long term capital gains exempt under section 10(38) of the Act. As per the provisions of section 10(38) of the Act, long term capital gain arising to the FII from transfer of a long term capital asset being an equity share in a company listed on a recognized stock exchange in India, shall be exempt from tax, if such sale is entered into on or after October 1, 2004, and the transaction is chargeable to STT.

3. Capital gains

As per the provisions of section 115AD of the Act, FIIs are taxed on the capital gains income at the following rates: Rate of tax Nature of Income (%)* Long term capital gains 10 Short term capital gains 30 * Plus applicable surcharge and cess

The benefits of foreign currency fluctuation protection and indexation as provided by section 48 of the Act are not available to a FII.

As per the provisions of section 10(38) of the Act, long term capital gain arising to FII from transfer of a long term capital asset being an equity share in a company listed on a recognized stock exchange in India, shall be exempt from tax, if the transaction is chargeable to STT.

As per provisions of section 111 A of the Act (as amended by Finance Act, 2008), short term capital gains arising from transfer of short term capital asset, being an equity share in a company or a unit of an equity oriented mutual fund, where the transaction of sale is chargeable to Securities Transaction Tax (“STT”) shall be taxable at the rate of 15% (plus applicable surcharge and education cess).

4. Tax Treaty Benefits

As per section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax treaty to the extent they are more beneficial to the FII. Thus, an FII can opt to be governed by the provisions of the Act or the applicable tax treaty whichever is more beneficial.

(F) Benefits to the Mutual Funds

1. Dividends exempt under section 10(34) of the Act

Dividend (whether interim or final) received by a Mutual Fund from its investment in shares of a domestic company would be exempt in the hands of the Mutual Fund as per the provisions of section 10(34) read with section 115-O of the Act.

2. As per the provisions of section 10(23D) of the Act, any income of Mutual Funds registered under the

Securities and Exchange Board of India Act, 1992 (‘SEBI’) or regulations made thereunder, Mutual Funds set up by public sector banks or public financial institutions or Mutual Funds authorized by the Reserve Bank of India, would be exempt from income tax, subject to the prescribed conditions.

(G) Benefits to the Venture Capital Companies / Funds

1. Dividends exempt under section 10(34) of the Act Dividend (whether interim or final) received by a Venture Capital Company (‘VCC’) / Venture Capital Funds (‘VCF’) from its investment in shares of another domestic company would be exempt in the hands of the VCC / VCF as per the provisions of section 10(34) read with section 115-O of the Act.

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2 Income exempt under section 10(23FB) of the Act As per the provisions of section 10(23FB) of the Act, any income of VCC / VCF registered with the SEBI, set up to raise funds for investment in a venture capital undertaking (‘VCU’) would be exempt from income tax, subject to the conditions specified. The Finance Act 2007 has restricted the definition of venture capital undertaking (‘VCU’) to mean such domestic company whose shares are not listed on a recognized stock exchange in India and which is engaged in the following specified business viz: • Nanotechnology; • Information technology relating to hardware and software; • Seed research and development; • Bio-technology; • Research and development of new chemical entities in the pharmaceutical sector; • Production of bio-fuels; • Building and operating composite hotel-cum-convention centre with seating capacity of more than

3,000; • Developing or operating and maintaining or developing, operating and maintaining any infrastructure

facility as defined in Explanation to clause (i) of sub-section (4) of section 80-IA and • Dairy or poultry industry.

Further, the Finance Act 2007 has exempted all the income received by a VCC or a VCF from investment in VCU.

(H) Benefits available under the Wealth-tax Act, 1957 (Common to all)

Asset as defined under section 2(ea) of the Wealth-tax Act, 1957 does not include shares in companies and hence, shares are not liable to wealth tax.

(I) Benefits available to the Company under Indirect Taxes, Viz: Value Added Tax (‘VAT’) / Sales

Tax legislation:

In accordance with the provisions of the Gujarat Sales tax / Gujarat VAT legislations, the Company would be entitled to the following benefits: The Company is having a manufacturing plant at Jambusar, Dist. Bharuch. This plant was set up in 1998. It is entitled for tax benefits from the Sales Tax as per letter GR No. INC/1095/2000(3)/I dated. 11th Sept. 1995. The plant has been registered as a prestigious unit under the 1995 – 2000 scheme of Industries Commissionerate having certificate no. IC/INC/Prest/ST/95-2000/1285 dated. 18/12/1998. The total tax benefits are of Rs. 8873.46 lacs. The benefits were under deferment with effect from April 20, 1998 to April 19, 2010. The unit has availed Rs. 2572.68 lacs under this scheme which is payable in 5 equal annual installments, from financial year commencing April 1, 2011. Subsequently, after implementation of VAT, the above mentioned scheme has been replaced. Accordingly, the Company has been granted Certificate of Entitlement (Form 110) under rule 18 A (4), dated 30-05-2006 stating that w.e.f. 01.04.2006 the unit will be under remission scheme. Under the said scheme the following benefits are available:

(a) The output tax collected on sales is not to be paid to the government treasury for the period 01.04.2006

to 19.04.2010 and, (b) Any input VAT paid to suppliers within Gujarat for the period of 01.04.2006 to 19.04.2010 shall be

refunded to the Company.

The total benefits of both (a) & (b) taken together shall be limited to Rs.44.45 Crores. The Company has availed the benefit of Rs. 14.60 Cr up to March 31, 2009.

Notes:

1. All the above benefits are as per current tax laws as amended by Finance Act 2008 and will be

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

42

2. 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.

3. In respect of non residents, the tax rates and the consequent taxation mentioned above shall be further subject to any benefits available under the double taxation avoidance agreements, if any, between India and the Country in which the non resident has fiscal domicile.

4. In view of the individual nature of tax consequences, each investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her participation in the scheme.

5. The implications of an investment in the equity shares, particularly in view of the fact that certain recently enacted legislations may not have direct legal precedents or may have different interpretation on the benefits which an investor can avail.

6. Our views expressed herein are based on the facts and assumptions indicated above. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes.

7. There are no special tax benefits available to the Company.

Mayur D. Amin Partner M. No. 111697 Haribhakti & Co., Chartered Accountants Reg. No. 118013W Place: Mumbai Date: April 9, 2009

43

ABOUT US

INDUSTRY OVERVIEW The information in this section is derived from a report by a market research agency and other industry sources. We have sourced data regarding the Glass Packaging Sector from Fibonacci Technology Services, a market research agency. Neither we nor any other person connected with the Issue have verified this information. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and accordingly, investment decisions should not be based on such information. The USD exchange rate relied upon for information herein below is as on April 30, 2009 i.e. USD 1 = INR 50.49.GLASS BUSINESS According to a study of Fibonacci Technology Services (FTS), the global glass market during 2007 – 2008 is estimated to be US$ 84 bn (Rs. 424,111 crs). Glass packaging constitutes about 1/3rd of the overall market [33% or US$ 28.1 billion (Rs. 141,877 crs)]. The Glass packaging industry can be further divided into moulded glass packaging which is around US$ 26.1 billion (Rs. 131,779 crs) and tubular glass packaging which is around US$ 2bn (Rs. 10, 098 crs). The Moulded glass packaging industry can be further categorized on the basis of its application for example Cosmetics & Perfumery segment (C&P), Pharma segment and Foods and Beverages segment (F&B). In 2007, C&P market was around US$2 billion (Rs. 10, 098 crs), growing at an estimated rate of 3% to 5% per annum, the Pharma segment was around US$2.0 billion (Rs. 10, 098 crs) growing at an estimated rate of 2 to 3% per annum and the F&B section was around US$22.1bn (Rs. 111,583 crs). The market size of the Specialty Foods and Beverages segment (SF&B) which is a small sub-segment of the overall F&B segment was around US$ 1.1bn (Rs. 5,554 crs) and was growing at an estimated rate of 16% per annum. Global Glass Market

Global Glass Market$ 84 bn

Glass Packaging$ 28.1 bn

Others

Float Glass

Architecture Glass

Automotive Glass

Tableware

Glass bricks

Scientific glass

Mirrors

Moulded Glass Packaging$ 26.1 bn

Tubular Glass Packaging$ 2 bn

Cosmetics & Perfumery$ 2.0 bn

Pharma$ 2.0 bn

Food & Beverages$ 22.1 bn

Specialty Food & Beverages$ 1.1 bn*

Global Glass Market$ 84 bn

Glass Packaging$ 28.1 bn

Others

Float Glass

Architecture Glass

Automotive Glass

Tableware

Glass bricks

Scientific glass

Mirrors

Moulded Glass Packaging$ 26.1 bn

Tubular Glass Packaging$ 2 bn

Cosmetics & Perfumery$ 2.0 bn

Pharma$ 2.0 bn

Food & Beverages$ 22.1 bn

Specialty Food & Beverages$ 1.1 bn*

* Estimated to be 5.0% of the overall Food & Beverage market Sources: FTS, April 2009

44

Indian Glass Market

Sources: FTS April, 2009 Glass container manufacturing is a capital-intensive business. Though the business is manufacturing driven and automated, many of the critical processes like inspection, value added services like decoration etc. are labour intensive and hence, require significant human intervention at the cold end after glass is formed. Given the higher costs for manpower in the developed countries, India has a competitive advantage over developed countries. Types of Glass on the basis of composition Based on the composition, Glass can be divided into two groups: oxide glass and non-oxide glass. Oxide glasses contain chemical compounds that have oxygen. The oxides render strength to glass by way of hardness and chemical resistance. They also help to add color to glass. Non-oxide glasses are made from compounds that contain no oxides, and often contain sulphides or metals. Oxide glasses are much more widely used commercially. The most common types of oxide glasses are. • Soda lime glass. Soda lime glass contains 61 % silicon dioxide, 12 % sodium oxide and 5 % of

calcium oxide. It is used for making flat glass, containers, electric light bulbs and many other industrial and art objects. More than 90 % of all glass is soda lime glass.

• Soda lead glass. Commonly called crystal or lead glass, this type of glass is made by using lead oxide instead of calcium oxide, and potassium oxide instead of sodium oxide. This type of glass contains 55 % silicon dioxide, 18 % lead oxide and 13% potash. Soda lead glass is easy to melt and the lead oxide improves its optical properties. It has beautiful optical properties and is more expensive than soda lime glass. Soda lead glass has a high refractive index and relatively soft surface. It is used in fine tableware and art objects.

• Borosilicate glass - In addition to the quartz, sodium carbonate, and calcium carbonate traditionally used in glassmaking, boron is used in the manufacture of borosilicate glass. Typically, this glass contains about 70% silica, 10% boric oxide, 8% sodium oxide, 8% potassium oxide, and 1% calcium oxide (lime). This type of glass is heat and shock resistant and about three times as heat shock resistant as soda lime glass. It is used for chemical and electrical purposes and finds application in products such as ovenware beakers, test tubes, and other laboratory equipment.

Glass Packaging$ 1.3 bn (Rs. 6,564

crs)

Moulded Glass Packaging $ 1.2 bn (Rs. 6,059 crs)

Tubular Glass Packaging$ 0.1 bn (Rs. 505 crs)

Cosmetics & Perfumery

$ 0.1 bn (Rs. 505 crs)

Pharma $ 0.1 bn (Rs. 505 crs)

Food & Beverages$ 1 bn (Rs. 5,049 crs)

Specialty Food & Beverages

$ 0.05 bn (Rs. 252 crs)

Others

• Float Glass

• Architecture Glass

• Automotive Glass

• Tableware

• Glass bricks

• Scientific glass

• Mirrors

Indian Glass Market$ 4 bn (Rs. 20,196

crs)

45

• Aluminosilicate glass - It has aluminium oxide in its composition. It is similar to borosilicate glass but has greater chemical durability and can withstand higher operating temperatures.

• Ninety six per cent silica glass. This type of glass is a borosilicate glass, melted and formed by conventional means, then processed to remove almost all the non silicate elements from the piece. By reheating to 1200 degree Celsius, the resulting pores are consolidated. This glass is resistant to heat shock, up to 900 degrees.

• Fused silica glass. Fused silica glass is a highly heat shock resistant glass that consists entirely of silicon dioxide. It is used in laboratory glassware and optical fibers. It consists of a special borosilicate composition that has been made porous by chemical treatment

Types of Glass Flacconage based on application: C&P Cosmetics and Perfumery segment refers to glass bottles for fragrances (high end as well as low end), Nail Polish (colour cosmetics), jars for skin care, foundations, aroma oils, miniatures etc. Global C&P Market size: According to a study done by FTS the world market size for C&P business is estimated to be over US $ 2 billion (Rs. 10,098 crs) (including component of decoration) in the year 2007 growing at a modest 5% globally

46

The total C&P revenue of key global players in 2007 was c. $ 1,748 million (Rs. 8,826 crs)

421

286233

170 167 154 13893 85

0

50100

150

200250

300

350400

450

SGD Pochet Heinz Glass Gerresheimer BormioliLuigi*

Vitro BormioliRocco

Zignago-Brosse

PGL

(US$

mn)

Source: FTS April, 2009 C&P Global Production Capacities: In terms of capacity, PGL is ranked 4th among all the C&P players. Interestingly, the top 3 players are present in more than 2 countries and more than 1 continent

175 80

80

4590

150

60

75

90

35140

340230

45115

205277

60

60

35

220

0

100

200

300

400

500

600

700

SGD

Heinz G

lass

Gerres

heim

erPGL

Poche

t

Bormiol

i Luig

iVitro

Zignag

o-Bros

se

Bormiol

i Roc

co

India

Belgium

Peru

Poland

Russia

Brazil

Spain

Mexico

US

China

Germany

Italy

France

C&P Production Capacity

According to FTS, the C&P glass packaging industry has grown at a CAGR of 5.2% during 2005 to 2007. Glass is still the preferred medium of packaging in cosmetics and perfumery and the substitution threat from plastic is insignificant. Major Players in the global C&P Market As per the study done by FTS, top ten players in the global C&P Market command as much as 86% of the global market share in the C&P business with PGL’s global market share in C&P estimated at 4.2.%

In the C&P industry, customers source both decorated and bare bottles from the glass manufacturers. Hence, the total revenue for all the glass manufacturers, has a component of their decoration revenue.

47

C&P Market Share (2007)

Others

20.7%

14.0%

8.4%

8.2%

7.5%6.8%4.6%4.2%

14.3%

11.4%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

SGD

Pochet

Vitro

PGL

Heinz Glass

Gerresheimer

Bormioli Luigi

Bormioli RoccoZignago-Brosse

Source: FTS April 2009 In terms of the production capacities, it is highly concentrated in France, Germany and other European countries. PGL ranks 4th globally in terms of production capacities. Pharmaceutical Segment Glass is used to manufacture moulded vials, injectibles and bottles for the pharmaceutical industry. The Pharma market can be divided into Amber and Flint Type I, Type II and Type III. Amber and Flint refers to the colour of the bottles. If the bottle is brown in colour it is called Amber, while transparent bottles are called Flint. Type I, Type II and Type III refers to the leaching tendency of glass with respect to acid. If the glass is more stable while holding acids it is called as Type I, while lesser stable glass is called Type III. Demand for pharmaceutical formulations in India is on the rise. While the growth for tablets and capsules would be higher, the demand for medication in the form of liquid dosages, especially for pediatric formulations, for injectibles, etc would also increase. The generics market globally, which also has liquid formulations, is also growing. Some Indian pharmaceutical companies are scaling up their efforts in major way to become the preferred manufacturer for large global pharmaceutical companies. These factors are expected to result in increased demand for pharmaceutical glass containers. Pharmaceutical tablets and capsules are sensitive to moisture, temperature, oxygen, etc. It is crucial that they are packed in the right material to ensure that they retain their potency. On reacting with moisture, some tablets/capsules may become toxic, resulting in health hazards to the patient. Optimum packaging of the tablets and capsules ensures longer shelf life along with the safety of the drug. Packaging also plays a crucial role in creating brand awareness for over-the-counter (OTC) drugs — which is a large and rapidly growing segment. According to FTS, the global pharmaceuticals flacconage market is estimated around US$ 2.0 billion (Rs. 10, 098 crs) and the Indian market is estimated around US$ 122 million. The Pharma segment can be further segmented into the following categories: a) USP Type I : According to FTS, during 2007 – 2008, the global market size of USP Type I glass

bottles is estimated to be around Rs. USD$ 155 million (Rs. 783 crs) and the Indian market size is around Rs. 80 Crore and is more or less expected to be stagnant over the coming 3 years.

b) USP Type III Amber: According to FTS, during 2007 – 2008, the Indian market size of USP Type III glass bottles is estimated to be around Rs. 375 Crore and is expected to de-grow at 3% per annum over the coming 3 years.

c) USP Type III flint: USP Type III flint is transparent in colour and mainly used for dry powder injectibles.

48

Speciality Foods and Beverages Segment The Foods and Beverages industry uses glass extensively for packaging its products. According to FTS, the global market for the Foods and Beverages market is estimated to be around USD$ 22.1 (Rs. 111,583 crs) billion as on during 2007 – 2008. The Specialty Foods and Beverages section is a small sub segment within the overall Foods and Beverages industry. According to FTS, the global market for the global market for the Specialty Foods and Beverages market is estimated to be around USD$ 1.1 billion (Rs. 5, 554 crs) during 2007 – 2008 and is expected to grow at 7% per annum over the coming 3 years. The Specialty Foods and Beverages segment is characterized by features such as: a) Short production runs b) Lower quantities of production per batch c) High value added opportunities d) High local competition e) Requires flexible manufacturing Glass Packaging –Threats and Resilience Factors Despite concerted efforts by glass manufacturers, the glass industry still faces strong competition from other materials. Among all the major packaging materials, glass faces the maximum threat of substitution. PET bottles, metal cans and paperboard containers are key substitutes to glass packaging. Glass is facing stiff competition from plastic materials in the food packaging industry. Plastic containers have begun to penetrate into wide-mouth jars and bottles in the food sector. The major substitution has been in the soft drinks market, where plastic packaging has rapidly entered the single serve as well as the large soft drink bottles market. The continuing substitution of glass by PET containers, particularly in lower-end fragrances and a wide range of facial cosmetic and skin care applications have been responsible for the modest growth rates of glass flacconage in this category. PET bottles have an advantage over glass because of clarity nearly equivalent to glass, shatter resistance and lighter weight, which reduces shipping costs in certain segment. Resilience of Glass as a Packaging Material Nonetheless, glass bottles will remain prevalent in prestige fragrance and higher end cosmetic and skin care product applications based on their premium image, especially in fragrances, their importance as a component of brand identity. The popularity of celebrity fragrance brands and the up scaling of mass market fragrance lines will support gains for higher-value glass bottles that boost the quality image of such fragrances. Additionally, glass bottles will remain a major application for nail polish due to their chemical resistance as well as lower cost structure vis-à-vis the higher tooling cost associated with the production of smaller plastic containers. In addition, glass is preferred for its clarity, which is essential in the display of nail enamel colors. The luxury foods and wine industry prefers glass over other materials. Alcoholic beverages are the major end-users of glass containers. Beverage companies use glass containers as marketing tools. The clarity and barrier properties of glass have made it most suitable for beverages. The introduction of lightweight glass bottles has diminished the fast rate of replacement of glass by PET. Glass is used as a packaging material due to its ability to preserve taste, its aesthetic qualities, its cleanliness, and its recyclability. The replacement of glass by PET in the pharma segment has not been extensive as there a lot of pharma products which are not neutral to PET. Hence in this segment glass is still one of the preferred flacconage solution for the pharmacy manufacturers. Environment friendly nature of Glass: Glass scores over other materials on ecology. Glass is one of the most environment-friendly packaging material. Recycled glass is the most important raw material in the production of glass. Glass does not lose its quality or volume on recycling. Repeated recycling also does not affect its properties.

49

OUR BUSINESS

Overview We are one of the leading glass flacconage manufacturers supplying to the Cosmetics & Perfumery, Pharmaceutical and Food & Beverage industries. We operate directly and through our subsidiaries in the USA, UK and Sri Lanka. Our equity shares are listed on BSE, NSE and ASE. We provide end-to-end flacconage (i.e. medium to small size glass containers) solutions which include decoration (colouring, etching, finishing, lacquering, etc.), designing, in-house mould design and manufacturing, and have third party ancillary units for accessories like caps, cartons and brushes. We manufacture a wide range of glass bottles and jars, in sizes ranging from 2 ml to 2.5 litres. Our products find application in Cosmetics & Perfumery (glass bottles for nail polish, foundation, fragrance, roll-on, creams), Pharmaceutical (glass bottles for injectibles, vials, ampules) and Food & Beverages (glass bottles for high end alcoholic and non alcoholic beverages, miniature foods served in airlines). We have manufacturing facilities situated in India (at Kosamba and Jambusar, both in Gujarat), USA (at Flat River and Williamstown) and Sri Lanka (at Horana). We have a total of 11 furnaces across India, USA and Sri Lanka having a combined capacity of 1,062 tonnes per day. We market our products directly and through selling agents across 54 countries including India. We have marketing offices in India, USA, UK, Sri Lanka, France, Brazil, Italy, Germany and Turkey. We have a marquee client base and cater to leading companies in the Cosmetics & Perfumery, Pharmaceutical and Food & Beverage industries. On a consolidated basis, our revenues, EBIDTA and Net Profit / (loss) after minority interest have moved from Rs. 517.34 crores, Rs. 98.34 crores and Rs. 13.33 crores respectively for the year ended March 31, 2006 to Rs. 1029.71 crores, Rs. 94.88 crores and Rs. (102.51) crores respectively for the year ended March 31, 2009. Corporate Overview We are part of the Ajay Piramal led Piramal Group (the “Group”), which is one of India’s leading diversified business houses and has interest in pharmaceuticals, healthcare, life sciences, financial services and real estate . Piramal Healthcare Limited, the flagship company of the Group, has grown through the organic and inorganic route and has one of the widest pharmaceutical product portfolios in India, spanning across nine key therapeutic areas. Our Evolution The business of our Company was earlier owned by the erstwhile Gujarat Glass Limited, a listed Public Limited Company, engaged in the business of manufacturing/ dealing in glass containers for the pharmaceutical industry. Thereafter, in 1984, Piramal Group acquired controlling interest of erstwhile Gujarat Glass Limited through acquisition of equity shares. Through a Scheme of Amalgamation, the erstwhile Gujarat Glass Limited was then merged with PHL (another Piramal Group Company), by a Court Order dated April 25, 1991 subsequent to which it continued as the glass division of PHL until 1998. On March 20, 1998, by the approval of the shareholders of PHL u/s 293 (1) (a) of the Act, the aforesaid glass division of PHL was spun off into a separate company, named Gujarat Glass Private Limited (now known as Piramal Glass Limited), in consideration of which our Company issued 93,00,000 equity shares of Rs.10 each at par to PHL. Our Company also issued 80,00,000 equity shares of Rs.10/- each at a premium of Rs. 137.50 per share) to Foreign Equity Investors namely, Indocean Packaging Limited, the India Private Equity Fund Limited (Mauritius) and Citicorp Investment Bank (Singapore) Limited. With this, PHL held 53.76% of our Company’s equity, the remaining 46.24% being held by the aforesaid Foreign Equity Investors.

50

The word ‘Private’ was deleted from our Company’s name with effect from February 13, 1998 as our Company became a deemed Public Company pursuant to provisions of section 43A of the Act. Our Company ceased to be a deemed public company by operation of law consequent to the insertion of section 43 A (2A) in the Act, with effect from September 28, 2001 and the word ‘Private’ was added back to its name. In 2003, pursuant to a Scheme of Arrangement under section 391 and 394 of the Companies Act, 1956, which was sanctioned by the High Court of Bombay and by High Court of Gujarat, PHL’s above shareholding in our Company (comprising of 93,00,000 equity shares of Rs.10/- each) was transferred to Kojam Fininvest Limited (KFL) and in consideration, KFL issued equity shares to PHL’s equity shareholders in the ratio of 1:4 i.e. one equity share of KFL for every four equity shares held in PHL which were listed on BSE, NSE and ASE. In 2005, we acquired specific assets of the Cosmetics moulded glass products division of the Glass Group (Inc.) USA through our wholly owned subsidiary company viz. Gujarat Glass International Inc now known as Piramal Glass – USA Inc. The acquisition gave us access to the manufacturing facilities as well as marketing rights for supply of Glass Containers products in the Northern America Market. Our Company was converted into a Public Limited Company and a fresh Certificate of Incorporation consequent upon change of name on conversion to public limited company was issued on March 6, 2007 by the Registrar of Companies. Pursuant to another Scheme of Arrangement and Amalgamation sanctioned by the High Court of Bombay by an Order dated August 10, 2007 and the High Court of Judicature of Gujarat at Ahmedabad by an Order dated August 27, 2007, KFL got merged with our Company from the Appointed Date i.e. April 1, 2007. Pursuant to this Scheme, 93,17,000 equity shares held by KFL in our Company were cancelled and the shareholders of erstwhile KFL were allotted one fully paid up equity share of our Company for every equity share held in KFL. The shares of our Company were listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited on February 28, 2008 and Ahmedabad Stock Exchange Limited on March 5, 2008. Subsequently on April 2, 2008, the name of our Company was changed from “Gujarat Glass Limited” to “Piramal Glass Limited”. Our Company has not been listed through an initial public offering. Our Company has, pursuant to an application made to the Board under Regulation 8.3.5.1 of the SEBI DIP Guidelines, got a relaxation from the applicability of Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 for listing of its shares without making an initial public offering. Our Strengths We are one of the leading players in the glass manufacturing industry We are among the leading glass flacconage manufacturers supplying to the Cosmetics & Perfumery, Pharmaceutical and Food & Beverage industries. We are one of the leading players in the world in the C&P flacconage business besides being one of the few players from Asia with a global market presence. As per Fibonacci Technology Services (FTS) Study on C&P market, the global market size of the C&P business is around US$ 1.8 billion (excluding decoration) and our market share is approx 4%. Global footprint and scale of operations Our manufacturing facilities in India, USA and Sri Lanka enable us to cater to our customers situated across geographies. Our manufacturing facilities in the USA are of critical importance as it enables us to have direct and uninhibited access to the North American and European glass markets and clientele in these locations. Our manufacturing facility in the USA is located in close vicinity to a cluster of boutique wineries which enables these customers to optimize on transportation costs, which is a major cost component in the Foods and Beverages (F&B) business. Our overseas and Indian manufacturing facilities also complement each other in optimizing costs, while simultaneously ensuring that delivered products are of a high standard. Our marketing offices, which we operate through a mix of own offices in India, USA, UK, Sri Lanka, France, Brazil, Italy, Germany and Turkey and selling agents situated in 11 countries, viz. Argentina, Chile, Uruguay, Paraguay, Columbia, Venezuela, Peru, Central America, South Africa, Indonesia and Thailand, enable us liaison

51

closely with all our key customers and assist us in business development, new product development, warehousing and collections. We provide a one stop solution for glass packaging We provide a wide range of services to our customers ranging from conceptualizing of designs, mould designing, decoration services, accessories like caps and brushes, cartons, etc. This enables our customers to avoid procuring such products or accessories from multiple sources and leads to time savings. We believe that our ability to provide such comprehensive solutions gives us an edge over our competitors, increases our flexibility, and also provides higher profit margins than we would have enjoyed had we been unable to offer these additional services. This, we believe, gives us an advantage over our competitors who are not able to provide these additional services, especially in low end markets. High quality manufacturing setup Our manufacturing facilities in India have received various quality certifications, such as ISO 9001, ISO 14001, OHSAS – ISO 18001 for our Kosamba and Jambusar plants and SA 8000 for Kosamba plant. Both are manufacturing facilities in India have reached JURAN Level II certification in manufacturing excellence. Our manufacturing facilities have been built using state of the art machinery which has been imported from reputed suppliers from Europe. Further, most of our furnaces are either new or have been recently refurbished, which elongates the life of the furnace and enhances productivity. Our manufacturing facilities in India and USA meet the stringent quality standards required by US and European customers, which is a prerequisite for supplying to such customers. We have also been able to leverage our manufacturing facilities situated across geographies by outsourcing certain parts of the manufacturing process to our Indian manufacturing facilities thereby providing us with cost benefits. Diversified mix of product offerings We cater to three different industries, viz. Cosmetics & Perfumery, Pharmaceutical and Food & Beverages. While our Cosmetics & Perfumery business caters to demand which is discretionary in nature, our Pharmaceutical and Food & Beverages business is relatively steady in nature. Catering to diverse markets has enabled us to consistently increase our revenues over the past few years. Within each of our three business units, we have a variety of offerings which enable us to tap all segments of the market. For instance, in the C&P business, we cater to premium, mid and low segments; while in the Pharmaceutical business, we manufacture all types of glass bottles. Our manufacturing facilities can cater to any of the segments enabling us to optimize our production mix and operating costs depending on demand. Marquee client base We supply to a number of reputed companies in each of the major industries that we cater to, viz. Cosmetics & Perfumery, Pharmaceutical and Food & Beverages, within India and in overseas markets. We believe we have strong relations with most of our key customers which has resulted us in being associated with many of our customers for long periods of time with many of our customers, which in some cases spans over a decade. Highly qualified management team and experienced employee base We have, over the past number of years, developed and built a team of capable and qualified personnel who oversee and manage the various facets of our Company’s operations. Our team comprises of senior management personnel who are veterans in the glass industry, some of whom have spent over 15 years in the industry. The attrition levels of senior managerial personnel have been low. We believe that this reflects that we have proven our ability to retain and motivate and re-skill our employees. Our Strategy Increase our C&P market share We have and propose to undertake a variety of measures to increase our C&P market share such as building infrastructure, maintaining & enhancing quality, and increasing our customer base. We have undertaken various capacity expansion programmes in our C&P business by adding capacities in our existing manufacturing facilities at Kosamba & Jambusar in India and through inorganic expansion, i.e. through our acquisitions in the

52

USA. We have also invested and are investing on a continual basis in technology up gradation. Employees are exposed to world class methods / processes through rigorous training. We have also formed a dedicated team of employees who have been trained in key aspects of the manufacturing process such as glass finesse, forming, quality control and assurance which is a prerequisite for the manufacture of high end cosmetics and perfumery products. We have also invested in creating a manufacturing excellence cell, which leads and spearheads the organization towards improvement in various business processes using cutting edge tools of technology like six sigma, TQM, BE, X matrix etc. Our aim is to continuously focus on enhancing our quality which would enable us to optimize our product mix and move up the value chain to premium products from low end and mass products. Apart from the above, we are developing certain designs for new customers as per their desired specifications. We would continue to engage in such developmental activities and increase our market share by tapping new customers. Consolidate our position in the Pharmaceutical flacconage markets while tapping certain niche markets in USA We plan to consolidate our position as one of the leading players in domestic Pharmaceutical flacconage markets by focusing on enhancing capacity utilization and simultaneously enhancing profitability through market and product mix improvement and cost optimization. We also intend to leverage our existing global marketing network for selling standardized products in certain niche markets through our selling agents. We also plan to diversify in the domestic market by gradually shifting from domestic to high value export markets while maintaining our quality and service levels. Expand our F&B market share We have already invested in upgrading our manufacturing technology at Horana, Sri Lanka which enables us to produce multiple coloured glass bottles concurrently. These products are specifically required by wineries in Indian and overseas markets. We propose to manufacture and market this product in niche markets like wineries in certain parts in India and the USA and expand our market shares. Our Divisions & Product Portfolio Cosmetic & Perfumery The Cosmetic and Perfumery glass container division of PGL caters to leading international customers. These customers use the glass bottles and jars for products like nail polish, make-up foundations, perfumes, and skin care creams. Pharmaceutical The Pharmaceutical glass container division manufactures amber bottles, amber and flint vials for liquid oral formulations and injectibles. Products manufactured conform to USA, Indian and European pharmacoepia in Type I, Type II and Type III formulations. We supply to both multinational and Indian pharmaceutical companies. Foods & Beverages The division manufactures high value added specialty bottles (such as boutique wines and colored liquor bottles) and also supplies packaging solutions to leading multinational companies. Our Product Portfolio We manufacture three types of moulded vials and bottles as follows: • Type I Vials • Type III Flint • Type III Amber Of the above product lines ‘Type I’ and type ‘III Amber’ cater to the Pharmaceutical business, whereas ‘Type III’ Flint caters to both Pharmaceutical and Cosmetics & Perfumery business.

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Type I: Type I moulded Vials and bottles are borosilicate glass containers used to fill life-saving drugs and injectibles used in the pharmaceuticals sector. Primary raw materials used for the manufacture of Type I vials are Quartz –BRS, Borax and Feldspar. Type III Flint: Type III Flint bottles are used both in the pharmaceutical business and cosmetics and perfumery business. The main raw materials used are semi snow quartz, soda ash, lime stone powder, etc. Type III Amber: Type III amber bottles are used only in pharmaceuticals business. These are soda-based glass containers used for formulations like tonics, syrups, etc. The main raw materials used are Quartz – SLG, Silica Sand, Soda Ash, Dolomite and Calcite. The bottles manufactured include flint (transparent) and amber bottles campaigns in the same furnace. The flint bottles are also used for liquor, soft drink, foods, etc. Glass Manufacturing Process Glass container factories Glass factories are broadly divided into three major areas: the batch house, the hot end and the cold end. The batch house is concerned with raw materials. In the hot end are furnaces, machines that produce the containers (forming machines) and annealing ovens. In the cold end there are the inspection and packaging equipment. Batch house The batch house holds the raw materials for glass, primarily sand, soda ash, limestone, feldspar (as well as others). These materials are received (typically by truck or rail transport) and elevated into storage silos. From the silos they are weighed out into a batch of several tonnes, using common glass batch calculation procedures. The batch is mixed and sent to silos over the furnace. Furnace The hot end of a glassworks is where the molten glass is formed into containers, beginning when the batch is fed at a slow controlled rate into the furnace. The furnaces are natural gas or fuel oil fired and operates at temperatures up to 1675°C. The temperature is limited by the quality of the furnace superstructure material and by the glass composition. Glass furnaces typically operate an energy recovery scheme known as regeneration. The hot exhaust gas flow back over one of two piles of loosely packed bricks, called regenerators. These bricks become hot and every 20-30 minutes the flow of the combustion system is changed over so that the combustion air, which is mixed with the gas, is drawn through the heated bricks, and the combustion exhaust flows through the other pile of bricks. The batch melts inside the furnace which is maintained as a pool of molten glass. The molten glass flows from a subducted channel known as the furnace throat into the refiner and forehearth channels. These channels transport the glass to the glass bottle forming machines. These channels cool the glass very precisely so that the glass at the forming machine is of a uniform and exact temperature. Forming process There are currently two primary methods of making a glass container - the blow and blow method and the press and blow method. In all cases a stream of molten glass at its plastic temperature (1050°C-1200°C) is cut by a shearing blade to form a cylinder of glass called a gob. Both of the processes start with this gob falling by gravity and guided by troughs and chutes into the blank moulds. In the blow and blow process, the glass first is blown from below into the blank moulds to create a parison or pre-container. This parison is then flipped over into a final mould, where a final blow blows the glass out in to the mould to make the final container shape. In the case of press and blow, the parison is formed by a metal plunger which pushes the glass out into the blank mould. The process then continues as before, with the parison being transferred to the mould, and the glass being blown out into the mould

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Forming machines The forming machines hold and move the parts that form the container. Generally powered by compressed air, the mechanisms are timed to coordinate the movement of all these parts so that containers are made. The most widely used forming machine arrangement is the individual section machine (or IS machine), invented in 1903 by Michael Joseph Owens in Illinois. This machine has a bank of 5-20 identical sections, each of which contains one complete set of mechanisms to make containers. The sections are in a row, and the gobs feed into each section via a moving chute, called the gob distributor. Sections make either one, two, three or four containers simultaneously. (Referred to as single, double, triple and quad gob). In the case of multiple gobs, the shears cut the gobs simultaneously, and they fall into the blank moulds in parallel. Internal treatment After the forming process, some containers—particularly those intended for alcoholic spirits—undergo a treatment to improve the chemical resistance of the inside, called internal treatment or dealkalization. This is usually accomplished through the injection of a sulfur- or fluorine-containing gas mixture into bottles at high temperatures. The gas is typically delivered to the container either in the air used in the forming process (that is, during the final blow of the container), or through a nozzle directing a stream of the gas into the mouth of the bottle after forming. The treatment renders the container more resistant to alkali extraction, which can cause increases in product pH, and in some cases container degradation. Annealing As glass cools it shrinks and solidifies. Uneven cooling causes weak glass due to stress. Even cooling is achieved by annealing. An annealing oven (known in the industry as a Lehr) heats the container to about 580°C then cools it, depending on the glass thickness, over a 20 – 60 minute period. Cold end The role of the cold end is to inspect the containers for defects, package the containers for shipment and label the containers. Inspection equipment Every glass container is carefully inspected. Automatic machines inspect for a variety of faults. Typical faults include small cracks in the glass called checks, foreign inclusions called stones, bubbles in the glass called blisters and excessively thin walls. In addition to rejecting faulty containers, inspection equipment gathers statistical information and relays it to the forming machine operators in the hot end. Computer systems collect fault information to the mould that produced the container. This is done by reading the mould number on the container, which is encoded (as a numeral or a binary code of dots), on the container by the mould that made it. Additionally, our operators carry out a range of checks manually on samples of containers, which are usually visual and dimensional checks. Secondary processing Sometimes container factories will offer services such as labelling. Several labelling technologies are available. Unique to glass is the Applied Ceramic Labelling process (ACL). This is screen-printing of the decoration onto the container with a vitreous enamel paint, which is then baked on. An example of this is various soft drink bottles. Packaging Glass containers are packaged in various ways. Popular in Europe are bulk pallets with between 1000 and 4000 containers each. This is carried out by automatic machines (palletisers) which arrange and stack containers separated by layer sheets. Other possibilities include boxes and even hand sewn sacks. Once packed the new "stock units" are labelled and warehoused.

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Coatings Glass containers typically receive two surface coatings, one at the hot end, just before annealing and one at the cold end just after annealing. At the hot end a very thin layer of tin oxide is applied either using an organic compound or inorganic stannic chloride. Tin based systems are not the only ones used, although the most popular. Titanium tetrachloride or organo titanates can also be used. In all cases the coating renders the surface of the glass more adhesive to the cold end coating. At the cold end a layer of typically, polyethylene wax, is applied via a water based emulsion. This makes the glass slippery, protecting it from scratching and stopping containers from sticking together when they are moved on a conveyor. The resultant invisible combined coating gives a virtually unscratchable surface to the glass. Due to reduction of in-service surface damage the coatings often are described as strengtheners, however a more correct definition might be strength retaining coatings. Ancillary processes – compressors & cooling Forming machines are largely powered by compressed air and a typical glass works will have several large compressors to provide the needed compressed air. Furnaces, compressors and forming machine generate quantities of waste heat which is generally cooled by water. Hot glass which is not used in the forming machine is diverted and this diverted glass (called cullet) is generally cooled by water, and sometime even processed and crushed in a water bath arrangement. Often cooling requirements are shared over banks of cooling towers arranged to allow for backup during maintenance. Capacity & Capacity Utilization (standalone) Particulars Year ended

March 31, 2006

Year ended March 31,

2007

Year ended March 31,

2008

Year ended March 31,

2009 Installed capacity (Tons per day) 444 474 604 670 Capacity Utilisation (tons per day) 412 437 555 645 Capacity utilization 92.79% 92.19% 91.88% 92.26% Capacity & Capacity Utilization (consolidated) Particulars Year ended

March 31, 2006

Year ended March 31,

2007

Year ended March 31,

2008

Year ended March 31,

2009 Installed capacity (Tons per day) 626 769 925 1062 Capacity Utilisation (tons per day) 609 715 849 1011 Capacity utilization 97% 92% 92% 95% Our Manufacturing Facilities We have two plants in Gujarat, one located at Kosamba and the other at Jambusar. The plant located at Kosamba is 40 km away from Surat, while that located at Jambusar is 40 km away from Vadodara. Kosamba Factory is situated 40 Km away from Surat, a commercial hub of Gujarat, well connected by road from National Highway - 8 and by train. The total land is around 33 acres including present residential complex land. PGL is specialised in glass container packaging for the pharmaceutical and cosmetic and perfumery industries. All the 6 furnaces are attached by I.S. machines, annealing lehrs inspection machineries, packing machineries and warehouses, mechanical workshops etc. Also this factory has an administrative block, guest house and residential complex with recreation club facility. Jambusar Plant is located on a plot area of 67 acres at a distance of 40 km from Vadodara, Gujarat, India. This plant has a two floor structured set up with the available area spread over 25 acres of land which accommodates the entire manufacturing facilities including utilities, godowns, fuel storage etc.

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Horana, Sri Lanka: The manufacturing facility at Horana, Sri Lanka has a single furnace which has a designed capacity of 250 TPD and has five production lines. This plant caters to customers from wineries, food & beverage and liquor industry. USA manufacturing facilities: The manufacturing facilities in USA are located at Flat River, Missouri and Williamstown & Mays Landing, New Jersey. The manufacturing facility at Flat River, Missouri has two furnaces with eight production lines and a capacity of 195 TPD. The manufacturing facility at New Jersey has a bottle decoration and PVC coating facility. Marketing & Distribution Network We have marketing offices in India, Sri Lanka, USA, UK, France, Brazil and Germany and agents and distributors spread across the globe in 15 countries spread across 5 continents. We follow various types of marketing models for different types of customers. For instance products with low market / customer importance are distributed by Agents / distributors while products with high customer importance are being distributed by Regional Managers. Export Obligations We have availed EPCG Licenses to import machineries for setting up new plants and upgrading existing plants. Under these licenses we have an export obligation of USD 60,371,987 (Approximately Rs. 306.21 crores converted at the rate applicable as on March 31, 2009), as of March 31, 2009 to be completed within 8 years and till this export obligation is redeemed. Health & Safety Arrangements We have undertaken the following initiatives to ensure better work environment, maintain, sustain and enhance occupational health and safety of our employees: 1. Occupational Health & Safety Certification by BVQI. 2. Safety Inspections and audits on monthly basis. 3. Work Place Monitoring. 4. Work Permit System. 5. Provision of adequate and better quality of personal protective equipments. 6. Day to day elimination of unsafe conditions from the work place in order to ensure no accident takes

place. 7. Counseling on health & safety matters. 8. Daily discussions on safety issue in all the meetings being convened. 9. Medical tests on six month basis to ensure good health of all the employees. 10. Safety motivational and promotional activities e.g. celebration of National Safety Day on March 4,

every year on a large scale with recognition, rewards and awards. 11. Safety Hoardings and visual display. 12. Safety Committee meetings chaired by Plant Head at an interval of three months. 13. Hazards Identification & Risk Assessment. 14. Trainings & re-trainings for working safely on machineries, equipments etc. 15. Full fledge monitoring department as Safety, Health & Environment. Personnel Strength & Employee Benefits The breakup of employees as on July 31, 2009 is as follows: Location Manager Executive Staff Workers Total Corporate & Regional Offices (India) 50 19 7 - 76 Kosamba 90 234 92 1032 1448 Jambusar 56 118 96 350 620 Total 196 371 195 1382 2144 We recruit skilled and unskilled workers and other employees for our factories at Kosamba and Jambusar locally. We recruit other employees through campus recruitments and through lateral recruitments. We have instituted various training and development programmes through a dedicated Technical Training Centre at

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Kosamba where newly recruited employees are given training in various manufacturing processes related to Glass Technology, Forming Operations, Quality Control, etc. Our employees at Kosamba and Jambusar (except staff, executives, officers, temporary workers and trainees) are unionized and belong to the Bhartiya Karamchari Sangh (“BMS”) and Baroda Glass Works – Kamdar Mandal (“BGWKM”) respectively, and are the only unions recognized in India by the Company. The Company has entered into a long term agreements with the BMS and BGWKM which is valid up till June 30, 2012 and April 30, 2010 respectively. With our unionized labourers in the USA, our US subsidiaries have entered into collective bargaining agreements with Glass Molders, Pottery, Plastics & Allied Workers International Union, AFL-CIO, CLC, United Steelworkers of America and United Steel Workers International and are valid up till August 29, 2010, October 24, 2010 and February 27, 2011 respectively. Our subsidiary in Sri Lanka, viz. Piramal Glass Ceylon PLC has entered into a collective agreement with our unionized permanent employees which is valid till March 31, 2010. These agreements include provisions in relation to wages, other benefits and privileges of the workers/employees, as applicable. The Company considers its relationship with its employees to be satisfactory. Awards & Quality Certifications: Both Company plants have an ISO-9001:2000 certification given by Bureau Veritas Quality International (‘BVQI’) for quality management system valid up to July 24, 2011 and ISO-18001 certificate by BVQI for Occupational Health Safety Assessment Series (‘OHSAS’), valid up to May 8, 2009. The Jambusar plant also has an Environmental Standards ISO-14001 certification by BVQI valid up to May 5, 2009. We have alse been awarded SA 8000:2001 certificate by Bureau Veritas for our Kosamba Plant, certifying that the Social Accountability Management system standards are compliant in respect of design and development of moulds, manufacture and supply of soda-lime and borosilicate (Type I, II & III) glass containers. This certification is valid upto November 21, 2010. Insurance: Our company has procured and is covered by Group Personal accident policy, Workmen’s compensation policy, Money Insurance policy, Public Liability & Vehicle Insurance policies that have been taken in relation to the Plant at Kosamba Our company has procured and is covered by Money Insurance policy, Public Liability insurance policy, Workmen’s compensation policy, Standard Fire & Special Perils plan, Group Insurance Scheme & Vehicle Insurance that have been taken in relation to the Plant at Jambusar. Our company has procured and is covered by Standard Fire & Special Perils policy, Machinery Breakdown policy, Group Personal Accident policy, Money Transit Insurance policy, All Risk policy, Marine Cargo policy, Project Erection policy, Group Health (Floater) policy & Critical Illness policy that have been taken in relation to our Unit in Mumbai. Our Properties Our registered office is located at Nicholas Piramal Tower, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400 013. This property is owned by Alpex International Limited, a Promoter Group company. The registered office premises are licensed to our Company vide a Service Center Agreement dated August 11, 2004. Besides our registered office, we have offices/premises at the following locations: No. Location Owned/Leased Address Area 1 Surat District Owned Mouje Tarsadi,

Mangrol Taluka Surat District Gujarat (Survey nos. 775, A- 01 – A- 083, 661, 663, 656, 657, 665/3 of 665, 665/1 of 665, 736, 775 and 737)

2,43,022.78 sq. mtrs

2 Bharuch District Owned Uchahhad, 1,97,474 sq. mtrs

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No. Location Owned/Leased Address Area Mouje Uchahhad, Jambusar Taluka Bharuch District Gujarat (Block nos. 907 - 910, 913, 917- 924, 926 - 928, 929 A, 929/B, and 930 – 952)

3 Baroda Leased 3rd floor Baroda Central Co-operative Bank Ltd

1132.21 Sq. mtrs

4 Bangalore Leased 1st Floor No. 4213-5/3, Munsehwar Temple Street, A- Block, Subramanyam Nagar, Bangalore- 560 021

825 sq. ft.

5 Mumbai Leave & License

6th Floor, Piramal Tower Annexe building, Ganpatrao Kadam Marg, Lower Parel, Mumbai- 400 013

7846 sq. ft

Details of properties of our subsidiaries are given below: Sr. No Company Owned/ Leased Address 1. Piramal Glass Ceylon

(“PGC”) Leased 228, Lotus Grove, Dehiwala

2. PGC Leased Lots 1 & 5 on Plan No. 3392 Wagawatte Industrial Park, Poruwedanda Village, Divisional Secretariat Area of Ingiriya Udugaha Pattuwa of Raigam Korale in Kalutara District Western Province Sri Lanka

3. PGC Owned Lot 1 & 2 on Plan No 1316/1965, Telawala Village Sri Lanka

4. PGC Owned Kenakelle Estate, Plan No 7581, Pahala Walahapitiya Village, Yatakalan Pattu of Pitigal Korale South, District of Puttalam, Registration Division of Chilaw, North Western Province Sri Lanka

5. Piramal Glass USA (“PGUSA”)

Leased 3100 North Mill Rd, Vineland, New Jersey, USA

6. PGUSA Leased 5176 Harding Highway, Mays Landing, Hamilton Township, Atlantic County, New Jersey, USA

7. PGUSA Leased Suite 202, 401 Route 73 North, Marlton, New Jersey, USA

8. PG Williamstown Owned Block No. 4401, Lot Nos. 4 & 5, Monroe, County of Gloucester, New Jersey, USA

9. PG Flat River Owned Part of Lot9 and Part of Lot12 of US Survey 3092, Township 36 North, Range 5 East, Flat River, St. Francois County,

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Sr. No Company Owned/ Leased Address Missouri USA

10. PGUSA Leased 918 E. Malaga Road, Williamstown, Monroe Township, Gloucester County, New Jersey, USA

11. PGUSA Leased 1000 Taylor Avenue, Park Hills, St. Francois County, Missouri, USA

12. Piramal Glass UK (“PGUK”) Leased Harold House, 73 High Street, Waltham Cross, Herts, USA

Raw Materials, Utilities and other Inputs The basic raw materials used for manufacture of glass container are silica sand, quartz, dolmite, calcite, soda ash, fine chemicals and cullet (broken pieces of recycled glass). These raw materials are sourced indigenously as well as imported. Our power requirements are met through captive power plants and arrangements with the State Electricity Board. We primarily use ground water for our manufacturing processes and also have an effluent treatment plant for recycling of water. Key Plant and Equipments at our manufacturing facilities

Nos. & Capacity (where applicable) Description of Equipment

India USA Sri Lanka Furnaces 8 (various capacities

ranging from 25 TPD – 230 TPD)

2 (105 TPD and 110 TPD)

1 (250 TPD)

IS Machines 35 8 5 Lehr 35 14 5 Inspection Machines 41 6 5 Captive Power Plants 5 (14.04 MW) Compressor 55 3 6 Air Control System, Dryer & Receiver Various - 3 Mould Workshop & Repair Shop 1 each 1 (repair shop) - Shrink Wrapping Machine 22 - - Single Liner 31 - - Staker 31 - - Windmill 8 - - Colouring Forehearth (FH) - - 1 Barrier Boosting Transformer - - 1 Automatic regenerative reversal system for flue ga

- - 1

Triple Gob Machine - - 1 Our Competitors A list of our key competitors in Indian and overseas markets across business units is given below: • Pharmaceutical business: Key competitors include Vitrum Glass, Hindustan National Glass and Neutral

Glass • Cosmetic & Perfumery: Key competitors include Pragati Glass, Heinz, Pochet, Saint Gobain,

Ziagnango, Gerresheneir and Vitro. Corporate Social Responsibility Corporate Social Responsibility forms a key part of our values and we undertake a variety of programmes such as funding of educational infrastructure at schools, funding of infrastructure such as construction of roads and providing drinking water, etc.

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REGULATIONS AND POLICIES

Following are the major regulations and policies applicable to our Company: Our Company is involved in the manufacture and supply of Glass containers for which our Company has to comply with certain laws applicable to its business, which has been briefly discussed herein below. However, the regulations set out below are not exhaustive and is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional legal advice. The following discussion details the important laws and regulations, which govern our Company’s business: A. Commercial Laws Our Company has to comply with various commercial laws, some of which are as follows: Standards of Weights & Measures Act, 1976 and Packaged Commodity Rules, 1977 This is an Act to prescribe specifications of measuring instruments used in commercial transactions, industrial production and measurement involved in public health and human safety, regulation of pre-packed commodities sold or intended to be sold in course of inter-state trade and commerce and control and regulation of export and import of weights and measures and commodities in packaged form. Monopolies and Restrictive Trade Practices Act, 1969 This Act provides that the operation of the economic system does not result in the concentration of economic power to the common detriment, for the control of monopolies, for the prohibition of monopolistic and restrictive trade practices and for matters connected therewith or incidental thereto. Competition Act, 2002 This Act provides that, keeping in view the economic development of the country for the establishment of a Commission to prevent practices having adverse effect on competition, to promote and sustain competition in markets, to protect the interest of consumers and to ensure freedom of trade carried on by other participants in markets, in India, and for matters connected therewith or incidental thereto. It is to be noted that vide Notification No. S.O. 1747(E) dated October 12, 2007, certain Sections of the Competition Act, have been enforced. B. Laws relating to Employment and Labour Our Company has to comply with the labour laws prevailing in the country, which are relevant to the employees and also to contract labourers who are engaged by the contractors employed by our Company. A brief synopsis of the labour laws that are applicable to our Company are as follows: The Factories Act, 1948 The Factories Act, 1948 (“Factories Act”) defines a factory to cover any premises which employs ten (10) or more workers and in which the manufacturing process is carried on with the aid of power and any premises where there are at least twenty (20) workers even though there is n o electricity aided manufacturing process being carried on. The Factories Act which is a social legislation provides that an occupier of a factory i.e., the person who has ultimate control over the affairs of the factory and in case of a company, any of the directors, must ensure the health, safety, welfare, working hours, leave and other benefits for workers employed in factories. It was enacted primarily with the object of protecting workers from industrial and occupational hazards. In case of contravention of any provision of the Factories Act or rules framed there under, the occupier and the manager of the factory may be punished with the imprisonment for a term of up to two (2) years or with a fine of up to Rs. 100,000 or with both, and in case of a contravention continuing after conviction, with a fine of up to one thousand rupees per day of the contravention.

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The Contract Labour (Regulation and Abolition) Act, 1970 The Contract Labour (Regulation and Abolition) Act, 1970 applies to those establishments where twenty (20) or more workmen are employed or were employed on any day of the preceding twelve (12) months as contract labour and to every contractor or sub contractor who employs or who employed twenty (20) or more workmen on any day of the preceding twelve (12) months, provided they were not employed in the core activities as notified. The legislation seeks to regulate the working conditions of the contract labour and to provide for its abolition in certain cases. This statute provides that any employer seeking to employ contract labour must register his establishment to the appropriate authority, which is the Joint Labour Commissioner of that particular state. The Trade Unions Act, 1926 The Trade Unions Act, 1926 was enacted to provide for the registration of trade unions and for defining the law in relation to trade unions. This legislation sets out the procedure for registration of trade unions and also provides the rights and liabilities of registered trade unions. The statute also provides immunity to registered trade unions from civil suits in certain cases. Employee Provident Funds and Miscellaneous Provisions Act, 1952 Under the Employees Provident Funds and Miscellaneous Provisions Act, 1952, compulsory provident fund, family pension fund and deposit linked insurance is payable to employees in factories and other establishments for their benefit. The legislation provides that an establishment employing more than twenty (20) persons, either directly or indirectly, in any capacity whatsoever, is either required to constitute its own provident fund or subscribe to the statutory employee’s provident fund. The employer of such establishment is required to make a monthly contribution to the provident fund, subject to a minimum contribution of 12% of the basic wages, dearness allowance and retaining allowance, if any payable to each of the employees. Payment of Bonus Act, 1965 An employee in a factory who has worked for at least thirty (30) days in a year is eligible to be paid bonus. ‘Allocable Surplus’ is defined as 67% of the available surplus in the financial year, before making arrangements for the payment of dividend out of profit. The minimum bonus fixed by the statute must be paid irrespective of the existence of any allocable surplus. If allocable surplus exceeds minimum bonus payable, then the employer must pay bonus proportionate to the salary or wage. Contravention of the provision of the legislation is punishable by imprisonment up to six (6) months or a fine up to one thousand rupees or both. Payment of Gratuity Act, 1972 Under the Payment of Gratuity Act, 1972 an employee in a factory is deemed to be in ‘continuous service’ for a period notwithstanding that his service has been interrupted during that period by sickness, accident, leave, absence without leave, lay-off, strike, lock out or cessation of work not due to the fault of the employee, or the employee has worked at least two hundred and forty (240) days in a period of twelve (12) months or one hundred and twenty (120) days in a period of six (6) months immediately preceding the date of reckoning. An employee, who after having completed at least five (5) continuous years of service in an establishment resigns, retires, or is disabled due to an accident or disease, is eligible to receive gratuity. To meet this liability, employers of all establishments to which the legislation applies are liable to contribute towards gratuity. Industrial Disputes Act, 1947 This is an Act to make provision for the investigation and settlement of certain industrial disputes and for certain other purposes. Minimum Wages Act, 1948 This is an Act to regulate the payment of wages to certain classes of employed persons. Workmen’s Compensation Act, 1923

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This is an Act to provide for the payment by certain classes of employers to their workmen of compensation for injury by accident. Apart from the aforesaid, the following other regulations are also applicable: • Payment of Wages Act, 1936 • Apprentices Act, 1961 • Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959 • Equal Remuneration Act, 1976 • Industrial Employment (Standing Orders) Act, 1946 • Fatal Accidents Acts, 1855 C. Laws relating to Environment The environment laws applicable to our Company’s manufacturing units, which would broadly include the following: The Environment (Protection) Act, 1986 The Environment (Protection) Act, 1986 and the rules made there under provides for ambient standards in respect of noise for difference categories of areas (residential, commercial and industrial) and silence zones have been notified. Noise limits have been prescribed for automobiles, domestic appliances and construction equipment at the manufacturing stage. The Noise Pollution (Regulation and Control) Rules 2000 (as amended in 2002) provides that the owner of any diesel generator set with up to 1000 KVA requires an acoustic chamber and must have a conformance certificate. The Water (Prevention and Control of Pollution) Act, 1974 The Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”) prohibits the use of any stream or well for disposal of polluting matter, in violation of standards set down by the State Pollution Control Board (“SPCB”). This statute provides that prior permission from the relevant SPCB is required for the setting up of any industry, which is likely to discharge effluents. In addition, the Water (Prevention and Control of Pollution) Cess Act, 1977 requires a person carrying on any industry to pay cess in this regard. The Air (Prevention and Control of Pollution) Act, 1981 This statute seeks to prevent and abate the level of air pollution and grants certain powers to the State Pollution Control Board to ensure the same. Under the provisions of this legislation, every facility has to obtain a consent order from the relevant State Pollution Control Board in order to carry on its industrial operations. The State Pollution Control Board is required to grant consent within four (4) months of receipt of the application. The consent may contain conditions relating to specifications of pollution control equipments to be installed. The Hazardous Wastes (Management and Handling) Rules, 1989 These Rules, as amended in 2003, impose upon the occupier and operator of a factory/facility, a responsibility to properly collect, receive, treat, store and dispose off hazardous wastes listed in the Schedules to the Rules. These Rules also impose upon the occupier and the operator of a factory/facility, a duty to take adequate steps while handling hazardous wastes to contain contaminants and prevent accidents and limit their consequences on humans and the environment and provide persons working on the site with information, training and equipment necessary to ensure their safety. Apart from the aforesaid, The Inflammable Substances Act, 1952 is also applicable to our Company. D. Laws relating to Taxation: Central Excise Every manufacturer, except Small Scale Industrial Units, is required to pay excise duty known as CENVAT on production or manufacture of excisable goods in India. The duty is collected at the time of removal of the goods from the factory. The Central Excise Act, 1944 is the principal legislation in this respect, which provides for the

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levy and collection of CENVAT and the Act is administered through various Rules, Notifications etc. The Central Excise Tariff Act, 1985 prescribes the rates of excise duties for various goods. The duty is levied at the prescribed rates mostly on the transaction value (ad valorem) of goods. There are certain notified goods on which value is taken as the Maximum Retail Price of such goods less any statutory abatements notified. The Cenvat Credit Rules, 2004 allows a manufacturer to avail credit of the excise duty paid on inputs and capital goods used for manufacture of final products to avoid cascading effects. Customs All imports into India are subject to duties under the Customs Act, 1962 at the rates specified under the Customs Tariff Act, 1975. However, the Indian Government has the power to exempt certain specified goods from excise duty by notification. Value Added Tax VAT is a system of multi-point intra-state sales tax levy on each of the entities in the supply chain with the facility of set-off input tax whereby tax is paid at the stage of purchase of goods by a trader and on purchase of raw materials by a manufacturer. VAT is based on the value addition of goods to avoid cascading effect and the related VAT liability of the dealer is calculated by deducting input tax credit for tax collected on the sales during a particular period. VAT, is essentially a consumption tax applicable to the sale of goods within a State, and each State that has introduced VAT has its own VAT Act, under which, persons liable to pay VAT must register themselves and obtain a registration number from the Sales Tax Officer of that respective State. Central Sales Tax (CST) The CST is paid on sale of goods where the sale occasions the movement of goods from one State to another (inter-state) and is governed by the provisions of the Central Sales Tax Act, 1956. The tax is paid on the value of goods sold. The concessional rate of tax is 2%, provided the purchasing dealer fulfils certain conditions. Every dealer who sells goods outside his State is to pay the CST and also to obtain registration under the Act. The Income Tax Act, 1961 The Income Tax Act provides that any company deducting tax must apply to the assessing officer for the allotment of a tax deduction account number. Furthermore, the legislation requires every tax payer to apply to the assessing officer for a personal account number. E. Other Regulations: In addition to the above, our Company is required to comply with the provisions of the Companies Act, 1956, the SEBI Guidelines, the Listing Agreement with the Stock Exchanges, the Foreign Exchange Management Act, 1999, various sales tax related legislations and other applicable statues. F. Foreign Trade Policy: Under the Foreign Trade (Development and Regulation) Act, 1992, the Indian Government is empowered to periodically formulate, by notification, the Foreign Trade Policy (the “FTP”) for development and regulation of foreign trade by facilitating imports into and augmenting exports from India of goods and may also amend it in like manner whenever it deems fit. All exports and imports must be in compliance with the FTP. The major schemes available are the Duty Exemption Scheme, Duty Remission Scheme and the Export Promotion of Capital Goods (EPCG) Scheme etc. The Duty Exemption Scheme enables duty free imports of inputs required for the production of export products on the fulfillment of certain export obligations and consists of the Advance Authorisation Scheme and the Duty Free Import Authorisation Scheme (DFIA). The Duty Remission Scheme enables post export replenishment/remission of import duty on inputs used in the export product. This scheme consists of the Duty Drawback Scheme (“DBK”) and the Duty Entitlement Pass Book Scheme (the “DEPB”).

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OUR HISTORY AND CERTAIN CORPORATE MATTERS Our Company is a Public Limited Company and is registered with the ROC bearing registration no. 113433 and the CIN: U28992MH1998PLC113433, under the provisions of the Companies Act, 1956. Our Company broadly operates in Cosmetics & Perfumery, Pharmaceuticals and Specialty Food & Beverages. Our Company has its production facilities in India, USA and Sri Lanka. We are a global manufacturer of flaconnage i.e., medium to small size glass containers for Cosmetic & Perfumery, Pharmaceuticals and Specialty Food & Beverages industries. Our Evolution The business of our Company was earlier owned by the erstwhile Gujarat Glass Limited, a listed Public Limited Company, engaged in the business of manufacturing/ dealing in glass containers for the pharmaceutical industry. In 1984, Piramal Group acquired controlling interest of erstwhile Gujarat Glass Limited through acquisition of equity shares. Through a Scheme of Amalgamation sanctioned by a Court Order dated April 25, 1991, the erstwhile Gujarat Glass Limited was merged with PHL (another Piramal Group Company), subsequent to which it continued as the glass division of PHL until 1998. On March 20 1998, by the approval of the shareholders of PHL u/s 293 (1) (a) of the Companies Act, 1956 the aforesaid glass division of PHL was spun off into a separate company, named Gujarat Glass Private Limited (now known as Piramal Glass Limited), in consideration of which our Company issued 93,00,000 equity shares of Rs.10 each for cash at par to PHL. Our Company also issued 80,00,000 equity shares of Rs.10/- each at a premium of Rs. 137.50 per share) to Private Equity Investors namely, Indocean Packaging Limited, the India Private Equity Fund Limited (Mauritius) and Citicorp Investment Bank (Singapore) Limited. With this, PHL held 53.76% of our Company’s equity, the remaining 46.24% being held by the aforesaid Foreign Equity Investors. The word ‘Private’ was deleted from our Company’s name with effect from February 13, 1998 as our Company became a deemed Public Company pursuant to provisions of section 43A of the Companies Act, 1956. Our Company ceased to be a deemed public company by operation of law consequent to the insertion of section 43 A (2A) in the Act, with effect from September 28, 2001 and the word ‘Private’ was added back to its name. In 2003, pursuant to a Scheme of Arrangement under section 391 and 394 of the Companies Act, 1956, which was sanctioned by the High Court of Bombay and by High Court of Gujarat, PHL’s above shareholding in our Company (comprising of 93,00,000 equity shares of Rs.10/- each) was transferred to Kojam Fininvest Limited (KFL) and in consideration, KFL issued equity shares to PHL’s equity shareholders in the ratio of 1:4 i.e. one equity share of KFL for every four equity shares held in PHL which were listed on BSE, NSE and ASE. Our Company was converted into a Public Limited Company and a fresh Certificate of Incorporation consequent upon change of name on conversion to public limited company was issued on March 6, 2007 by the Registrar of Companies. Pursuant to another Scheme of Arrangement and Amalgamation sanctioned by the High Court of Bombay by an Order dated August 10, 2007 and the High Court of Gujarat by an Order dated August 27, 2007, KFL got merged with our Company from the Appointed Date i.e. April 1, 2007. Pursuant to this Scheme, 93,17,000 equity shares held by KFL in our Company were cancelled and the shareholders of KFL were allotted one fully paid up equity share of our Company for every equity share held in KFL. The shares of our Company were listed on the BSE and NSE on February 28, 2008 and ASE on March 5, 2008. Subsequently on April 2, 2008, the name of our Company was changed from “Gujarat Glass Limited” to “Piramal Glass Limited”. Our Company has not been listed through an initial public offering. Our Company has, pursuant to an application made to the Board under Regulation 8.3.5.1 of the SEBI DIP Guidelines, got a relaxation from the

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applicability of Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 for listing of its shares without making an initial public offering.” Key Events and Milestones Important Dates in Company History: Year Key Events, Milestones, Achievements 1984 Erstwhile Gujarat Glass Limited is acquired by Piramal Group 1990 Erstwhile Gujarat Glass Limited merges with PHL and functions as Glass Division

of PHL. 1998 Glass Division spun off by PHL into our Company. This was done to facilitate

investment by certain Private Equity funds. Total equity capital of PGL was Rs.25 crores of which 53.76% was held by PHL and the balance 46.24 % was held by the Private Equity funds i.e., Indocean Packaging Limited, the India Private Equity Fund Limited (Mauritius) and Citicorp Investment Bank (Singapore) Limited.

1998 – 1999 New plant established at Jambusar with a capacity of 230 TPD 1999 – 2000 New 35 TPD facility commissioned at Kosamba dedicated to exports of cosmetic

bottles and pharmaceutical vials. 230 TPD plant at Jambusar is awarded ISO 14000. PGL acquires 73.76% in Ceylon Glass Company Limited, Sri Lanka (now known as Piramal Glass Ceylon PLC)

2000 – 2001 Exports grow by more than 100% to Rs.25.66 crores. 2001 – 2002 PGL receives OPPI award for export performance for the 4th time in six years since

the award by OPPI was instituted. 2002 – 2003 Construction of 65 TPD facility at Kosamba totally dedicated to cosmetic &

perfumery segment begins. Wholly owned marketing subsidiary in USA named GG USA Inc (now Piramal Glass International Inc.) is incorporated to cater to US market.

2003-2004 PHL investment of 53.76% in PGL transferred to Kojam under the Scheme of Arrangement between PHL and Kojam.

2005- 2006 PGL acquires specific assets of the Cosmetics moulded glass products division of the Glass Group (Inc.) USA through its wholly owned subsidiary company viz. Gujarat Glass International Inc now known as Piramal Glass – USA Inc. The acquisition gave our Company access to the manufacturing facilities as well as marketing rights for supply of Glass Containers products in the Northern America Market. PGL also acquires certain assets of the International Bottle Company Limited, UK through its wholly owned subsidiary company viz. Piramal Glass (UK) Ltd.

2006 -2007 PGL relines its 18 TPD furnace and 40 TPD furnaces both at Kosamba. The capacity of 18 TPD furnaces is increased to 25 TPD. As a part of the US business turnaround plan, PGL commissions a 100 TPD furnace in March 2007. This furnace mainly produces Cosmetic and Perfumery products. PGL commissions a 105 TPD furnace at Jambusar, Gujarat in December, 2007. This furnace produces bottles for pharma, cosmetics & perfumery and food applications. Pursuant to a Scheme of Arrangement & Amalgamation sanctioned by the High Courts of Bombay and Gujarat, Kojam Fininvest Limited (“KFL”) merges with Piramal Glass Limited (“PGL”) . 93,17,000 equity shares held by KFL in PGL stands cancelled and PGL issues 1,00,00,000 equity shares of Rs. 10/- each in the ratio of one share of PGL for every share held in KFL.

2007 – 2008 PGL shares listed on BSE, NSE and ASE in February – March 2008 The capacity in Sri Lanka was doubled from 120 TPD to 250 TPD at a new location. Gujarat Glass Limited was renamed as Piramal Glass Limited as a part of group branding initiative.

Main Objects of our Company: The main objects of our Company as set out in the Memorandum of Association, are as under:

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1. To carry on the business of manufacturers of and dealers in all types of packaging, bottle, vials, ampules, containers, foils, boxes, packaging, packages, wrappings, wrappers and receptacles of all kinds, nature and descriptions made from glass, plastic, metal, alloys, polypropline paper and boards, and other materials of all kinds whether synthetic or not.

2. To carry on the business of manufacturers and dealers in all kinds of glass, glassware, tableware, tumblers and all other articles and things which can or may conveniently be manufactured from glass and/or china clay.

Changes to the Memorandum of Association of our Company: Since incorporation, the following changes have been made in the Memorandum of Association of our Company: Date of change Details March 9, 1998 Increase in Authorised Share Capital from Rs. 100 lacs to Rs. 2500 lacs. April 22, 1999 Increase in Authorised Share Capital from Rs. 2500 lacs to Rs. 4500 lacs. July 13, 1999 Increase in Authorised Share Capital from Rs. 4500 lacs to Rs. 6500 lacs. March 6, 2007 Conversion of company into a public limited company and consequent deletion of the word

‘private’ from the name. March 23, 2007 Sub-division of unissued 40,00,000 preference shares of Rs. 100/- each to 4,00,00,000

preference shares of Rs. 10/- each and 23,00,000 unissued preference shares of Rs. 10/- each reclassified as 23,00,000 equity shares of Rs. 10/- each

March 9, 2009 Reclassification of 3,77,00,000 unissued Preference Shares of Rs.10/- each as 3,77,00,000 equity Shares of Rs.10/- each and Increase in authorized share capital from Rs. 65,00,00,000 comprising of 6,50,00,000 equity shares of Rs.10/- each to Rs. 82,00,00,000 comprising of 8,20,00,000 equity shares of 10/- each by creation of 1,70,00,000 equity shares of Rs. 10 each

Changes to Registered Office of our Company: The registered office of our Company has changed as follows:

Address Changed Date of Change From To

November 3, 2004 100, Centre Point, Dr. Ambedkar Road, Parel, Mumbai 4000 12

Nicholas Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013

Present Corporate Office: Piramal Tower Annexe, 6th Floor, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013.

Shareholders Agreement At present, there are no shareholders agreements entered into by our Company Strategic Partners There are no strategic partnership agreements entered into by our Company. Financial PartnersThere are no financial partnership agreements entered into by our Company.

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DIVIDENDS

Dividend, other than interim dividend, is declared at the AGM of our Company on recommendation of the Board of Directors. The factors that are taken into consideration by the Board of Directors while recommending the dividend include amongst various factors, the profits earned during the fiscal year, the current business scenario, our Company’s growth plan, liquidity position and applicable taxes including the dividend distribution tax. The dividends declared by our Company during the last 5 years are as below:

Year ended March 31 Class of Shares

Face Value 2005 2006 2007 2008 2009

No. of Equity Shares 10 173,000,000 173,000,000 173,000,000 179,830,000 179,830,000 Dividend Paid (Rs. in crore)

- Interim - - - - - - Final 5.19 - - 2.70 - Total 5.19 - - 2.70 - Dividend tax 0.74 - - 0.46 - Dividend per share (Rs.) 3.00 - - 1.50 - Dividend rate (%) 30.00% - - 15.00% -

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OUR SUBSIDIARIES

1. Piramal Glass International Inc. Piramal Glass International Inc (“PGI”) is a wholly owned foreign subsidiary of Piramal Glass Ltd (“PGL”), incorporated under the laws of Delaware, in the United States. It was formerly known as GG USA Inc (“GGUSA”), but was changed to PGI by an Amendment Certificate of Authority on November 12, 2008. It was incorporated with the purpose of engaging in any lawful activity or act under the General Corporation Law of Delaware. The main objects of the company are to carry on the manufacture and distribution of glass bottles and vials. The company’s main object is to act as a consignment agent for Piramal Glass USA, Inc. Currently, PGI has 25,000 shares, at a rate of $1 (one) each, owned by PGL. The stocks may only be transferred on the books of the Company. Directors Name of the Director Designation Vijay Shah Chairman Niraj Tipre CEO Bharat Kewalramani Director Sandeep Arora Director Shareholding Pattern as on March 31, 2009

Particulars No. of Shares Held Shareholding (%) Piramal Glass Ltd 25,000 shares at US $1 each 100% Total 25,000 shares 100% Financial Results:

(Figures in Rs. Crores except per share data) For the Financial Year ended

March 31, 2006

March 31, 2007

March 31, 2008

March 31, 2009

Total Income 2.18 1.94 2.06 1.98 Expenditure 2.01 1.95 2.01 1.74 Profit/ (Loss) Before Tax 0.17 (0.01) 0.05 0.24 Profit After Tax 0.17 (0.01) (0.01) 0.22 Equity Capital 0.11 0.11 0.11 0.11 Reserves & Surplus 0.32 0.33 0.31 0.53 Earnings per Share 68.00 (4.00) (4.00) 87.00 Net Asset Value per Equity Share 172.00 176.00 168.00 255.00 The above financial data have been extracted from the audited financial statements 2. Piramal Glass (UK) Limited Piramal Glass (UK) Limited (“PGUK”) is a subsidiary of PGL, and a company incorporated in the United Kingdom (“UK”) by Certificate of Incorporation No. 874109, under the former name, International Bottle Company (“IBC”) on July 22, 2005, having its registered office situated in England. The name of the Company was changed to Piramal Glass (UK) Ltd., by a change of name Amendment, dated August 23, 2005. The main objects of PGUK are to carry on the manufacture and sale of all kinds of glasswares, earthenware, porcelain, stoppers and fitters for bottles, jars and other receptacles etc. Currently, PGUK has a share capital 5,000,000, at a rate of GBP 1 (one) each, owned by PGL. The stocks may only be transferred on the books of the Company.

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Directors Name of the Director Designation Vijay Shah Director Sandeep Arora Director Shareholding Pattern as on March 31, 2009

Particulars No. of Shares Held Shareholding (%) Piramal Glass Ltd 150,000 shares at GBP 1 each 100% Total 150,000 shares 100% Financial Results

(Figures in Rs. Crores except per share data) Particulars

December 31, 2006

December 31, 2007

March 31, 2008*

March 31, 2009

Total Income 0.66 4.13 0.87 2.35 Expenditure 1.67 7.57 1.50 3.53 Profit/ (Loss) Before Tax (1.01) (3.44) (0.63) (1.18) Profit After Tax (1.01) (3.44) (0.63) (1.18) Equity Capital 1.16 1.16 1.16 1.16 Reserves & Surplus (1.00) (4.17) (4.81) (6.02) Earnings per Share (67.33) (229.33) (42.00) (77.62) Net Asset Value per Equity Share 10.67 (200.67) (243.33) (323.29) *: 15 month period ended March 31, 2008 The above financial data have been extracted from the audited financial statements 3. Piramal Glass Ceylon PLC Piramal Glass Ceylon PLC (“PGC”) is a subsidiary of Piramal Glass Ltd (“PGL”).Incorporated under the laws of Sri Lanka as a Private Limited Company on May 17, 1955 under the name Ceylon Glass Company Ltd (“CGC”), it became a Public Limited Company in 1994. Its name was changed on August 26, 2008 to PGC. Its registered office is situated at 148, Maligawa Road, Borupana, Ratmalnana. The main objectives of the corporation are to carry on the manufacture and sale of any of the businesses in the field of cement, whiting, clay, wood, glass, gravel, sand, minerals, earth and builders’ requisites and conveniences of all kinds, and of engineers, ship, barge etc. PGC is a manufacturer of glass containers and the main supplier of such containers to Liquor, Food and Beverage, Cosmetic and Pharmaceutical Industries. In October 2007, PGC issued 5 Ordinary Shares for every 7 Ordinary Shares at a price of SLR 1.90 per share by way of Rights Issue (an aggregate of 39,58,69,200 Ordinary Shares) aggregating to SLR 75,21,51,480/-. There has been no change in the capital structure of PGC after the abovementioned rights issue. Directors

Name of the Director Designation Vijay Shah Chairman Sanjay Tiwari CEO/ Executive Director R.M.S. Fernando Director N. Santhanam Director Dr. C.T.S.B. Perera Director Shareholding Pattern as on March 31, 2009 Particulars No. of Shares of SLR 1 each Held Shareholding (%) Piramal Glass Ltd 53,63,31,880 56.45% Dr. C.T.S.B. Perera 50,000 0.01% Public Shareholding 41,37,04,200 43.54% Total 95,00,86,080 100%

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Financial Results

(Figures in Rs. Crores except per share data) For the Financial Year ended

March 31, 2006

March 31, 2007

March 31, 2008

March 31, 2009

Total Income 67.93 80.09 75.48 127.73 Expenditure 55.80 73.32 74.60 138.43 Profit/ (Loss) Before Tax 12.13 6.77 0.89 (10.70) Profit After Tax 8.11 3.33 0.37 (10.68) Equity Capital 25.14 25.14 39.79 39.79 Reserves & Surplus 20.03 22.80 56.33 58.50 Earnings per Share 0.15 0.06 0.00 (0.11) Net Asset Value per Equity Share 0.82 0.86 1.01 1.03 The above financial data have been extracted from the audited financial statements Information about Share Price: The securities of PGC are listed on Colombo Stock Exchange (CSE). The market price as on April 16, 2007 was SLR 1.30. The monthly high and low of the market price of the shares on CSE for the last six months are as follows:

Month High (SLR) Low (SLR) June 2009 2.00 1.80 May 2009 2.10 1.60 April 2009 1.80 1.30 March 2009 1.40 1.20 February 2009 1.70 1.40 January 2009 1.70 1.40 For details of Promise vs. Performance please refer to the section titled ‘Statutory and Other Information’ beginning on page 233 of this Letter of Offer. Mechanism for redressal of investor grievances PGC has a suitable mechanism to deal with matters relating to transfer/ transmission of shares and monitors redressal of complaints/grievances from shareholders relating to transfers, non receipt of balance sheet, non receipt of dividend declared, etc. respectively. Investor complaints are redressed within 2 weeks of receipt of the complaint. 4. Piramal Glass - USA Inc. Piramal Glass - USA Inc (“PGUSA”) was incorporated in the state of Delaware in the Unites States of America (“USA”) under a Certificate of Incorporation No. 2022401, named Gujarat Glass International, Inc (“GGI”) on the October 17, 2005, having its registered office at The Brandywine Building, 1000 West Street, 17th Floor, Wilmington, County of New Castle, Delaware, 19801. The change of name Amendment was filed, and then issued as of April 30, 2008, signed by the Secretary of State of Delaware. The name change Amendment was also effected in the states of Missouri and New Jersey, and signed by their respective Secretaries of State. The purpose of PGUSA is to engage in any lawful act or activity for which a corporation may be organised under the General Corporation Law of Delaware. Directors

Name of the Director Designation Niraj Tipre CEO Vijay Shah Director Nitin Nohria Director Sandeep Arora Director

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Shareholding Pattern as on March 31, 2009

Particulars No. of Shares Held Shareholding (%) Piramal Glass Ltd 5,00,000 shares at US $10 each 100% Total 5,00,000 shares 100% Financial Results (consolidated)

(Figures in Rs. Crores except per share data) For the Financial Year ended

December 31, 2005

December 31, 2006

March 31, 2008*

March 31, 2009

Total Income 118.93 261.53 276.00 327.24 Expenditure 136.56 335.03 307.62 362.54 Profit/ (Loss) Before Tax (17.63) (73.50) (31.62) (35.30) Profit After Tax (17.64) (73.50) (31.74) (35.31) Equity Capital 22.24 22.24 22.24 22.24 Reserves & Surplus (15.84) (86.87) (114.25) (176.09) Earnings per Share (352.80) (1,470.00) (634.80) (707.00) Net Asset Value per Equity Share 128.00 (1,292.60) (1,840.20) (3,077.00) *: 15 month period ended March 31, 2008 The above financial data have been extracted from the audited financial statements 5. Piramal Glass Flat River LLC. Piramal Glass Flat River LLC (“PGFR”), incorporated under the laws of Delaware, in the United States, is deemed to be a wholly owned subsidiary of PGUSA, by certificate dated October 18, 2005. PGFR was formed under the name GGI Flat River, LLC, having its registered office at 1000 West Street, 17th Floor, the Brandywine Building, Wilmington, New Castle County, Delaware 19801. The corporation was incorporated with the purpose of engaging in any lawful activity or act under the General Corporation Law of Delaware. Directors

Name of the Director Designation Niraj Tipre CEO Vijay Shah Director Nitin Nohria Director Sandeep Arora Director Shareholding Pattern as on March 31, 2009

Particulars No. of Shares Held Shareholding (%) Piramal Glass USA, Inc 34,59,716 shares at US $1 each 100% Total 34,59,716 shares 100% Financial Results

(Figures in Rs. Crore except per share data) For the Financial Year ended

December 31, 2005*

December 31, 2006 (12 months)

March 31, 2008 (15 months)

March 31, 2009 (12 months)

Total Income 0.24 1.17 1.32 1.19 Expenditure 0.13 0.78 0.88 0.81 Profit/ (Loss) Before Tax 0.11 0.39 0.44 0.38 Profit After Tax 0.11 0.39 0.43 0.37 Equity Capital 15.64 15.64 15.64 15.64 Reserves & Surplus 0.11 0.50 0.93 1.30

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Earnings per Share# NA NA NA NA Net Asset Value per Equity Share# NA NA NA NA *Since incorporation, October 24, 2005, i.e. for a period of 69 days #: The Company has issued consolidated capital stock and has not divided the same into equity shares, hence per share data cannot be computed The above financial data have been extracted from the audited financial statements 6. Piramal Glass Williamstown LLC Piramal Glass Williamstown, LLC (“PGW”) incorporated under the laws of Delaware, in the United States, is deemed to be a wholly owned subsidiary of PGUSA, by certificate dated October 18, 2005. PGW was formed under the name GGI Williamstown, LLC, having its registered office at 1000 West Street, 17th Floor, the Brandywine Building, Wilmington, New Castle County, Delaware 19801. The name was changed to PGW by a Certificate of Amendment dated November 12, 2008. The corporation was incorporated with the purpose of engaging in any lawful activity or act under the General Corporation Law of Delaware. Directors

Name of the Director Designation Niraj Tipre CEO Vijay Shah Director Nitin Nohria Director Sandeep Arora Director Shareholding Pattern as on March 31, 2009

Particulars No. of Shares Held Shareholding (%) Piramal Glass USA, Inc 22,79,379 shares at US $1 each 100% Total 22,79,379 shares 100% Financial Results

(Figures in Rs. Crore except per share data) For the Financial Year ended

December 31, 2005*

December 31, 2006 (12 months)

March 31, 2008 (15 months)

March 31, 2009 (12 months)

Total Income 0.16 0.84 0.95 0.85 Expenditure 0.10 0.56 0.61 0.67 Profit/ (Loss) Before Tax 0.06 0.28 0.34 0.18 Profit After Tax 0.06 0.28 0.32 0.15 Equity Capital 10.30 10.30 10.30 10.30 Reserves & Surplus 0.06 0.34 0.66 0.82 Earnings per Share# NA NA NA NA Net Asset Value per Equity Share# NA NA NA NA *Since incorporation, October 24, 2005, i.e. for a period of 69 days #: The Company has issued consolidated capital stock and has not divided the same into equity shares, hence per share data cannot be computed The above financial data have been extracted from the audited financial statements

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MANAGEMENT

Under the Articles of Association of the Company, other than Alternate Director and Debenture Directors, the company cannot have less than three Directors and not more than 12 Directors. The Company, currently, has 9 Directors. The following table sets forth details regarding our Board of Directors as of the date of filing of the Letter of Offer with SEBI: Sr. No.

Name of Director, Father/Husband’s Name, Address, Qualification, DIN

Age Date of Appointment

List of Other Directorships

1 Mr. Ajay G. Piramal s/o Late Mr. Gopikisan Piramal Designation Chairman Address Flat No 29, 26th Floor “Kanchanjunga” 72, Peddar Road Mumbai 400 026. Occupation Industrialist Qualification B.Sc. (Hons.), Master In Management Studies -Jamnalal Bajaj Institute, Advanced Management Programme, Harvard Business School, USA DIN 00028116

54 February 6, 1998

1. Piramal Healthcare Limited 2. Piramal Enterprises Limited 3. Allergan India Private Limited 4. PHL Fininvest Private Limited 5. Alpex International Limited 6. Piramal Life Sciences Limited 7. D.B. Corp Limited 8. Piramal Texturising Pvt. Ltd. 9. Glass Engineers Pvt. Ltd. 10. Nicholas Piramal Pharma Pvt.

Ltd. 11. Vulcan Investments Pvt. Ltd. 12. PEL Management Services Pvt.

Ltd. 13. PGL Holdings Pvt. Ltd. 14. PHL Holdings Pvt. Limited 15. Akshar Fincom Pvt. Limited 16. Adelwise Investments Pvt.

Limited 17. Gopikisan Piramal Pvt. Limited 18. Piramal Management Services

Pvt. Ltd. 19. INDIAREIT Fund Advisors

Private Ltd. 20. Piramal Capital Private Limited 21. Alpex Holdings Pvt. Ltd. 22. Cavaal Fininvest Pvt. Ltd. 23. Piramal Sunteck Realty Private

Limited 24. Propiedades Realties Pvt. Ltd. 25. NPIL Pharma Inc 26. Piramal Healthcare UK Limited

2 Dr.(Mrs.) Swati A. Piramal

w/o Mr. Ajay G. Piramal Designation Director Address Flat No 29, 26th Floor “Kanchanjunga” 72, Peddar Road Mumbai 400 026. Occupation Doctor Qualification M.B.B.S. (University of

53 March 12, 1998 1. Piramal Healthcare Limited 2. Piramal Enterprises Limited 3. Allergan India Pvt. Ltd. 4. ICICI Prudential Asset

Management Company Limited 5. PHL Fininvest Pvt. Ltd. 6. Piramal Diagnostic Services

Private Limited 7. SBI Capital Markets Ltd. 8. Piramal Life Sciences Limited 9. IndiaVenture Advisors Pvt. Ltd. 10. Alpex International Limited 11. Glass Engineers Pvt. Ltd. 12. Nicholas Piramal Pharma Pvt.

Ltd. 13. Piramal Texturising Pvt. Ltd. 14. Vulcan Investments Pvt. Ltd.

74

Sr. No.

Name of Director, Father/Husband’s Name, Address, Qualification, DIN

Age Date of Appointment

List of Other Directorships

Bombay), Masters Degree from Harvard School of Public Health DIN 0006725

15. Piramal Capital Private Limited 16. PEL Management Services Pvt.

Ltd. 17. PGL Holdings Pvt. Limited 18. PHL Holdings Pvt. Limited 19. Akshar Fincom Pvt. Limited 20. Adelwise Investments Pvt.

Limited 21. Gopikisan Piramal Pvt. Limited 22. Piramal Management Services

Pvt. Ltd. 23. Alpex Holdings Pvt. Limited 24. Cavaal Fininvest Pvt. Limited 25. Propiedades Realties Pvt. Ltd. 26. NPIL Life Sciences Limited

(UK) 27. Piramal Healthcare (Canada)

Limited

3 Mr. Shitin Desai s/o Late Mr. Dayalji Desai Designation Director Address 102, Glenridge, 16 Ridge Road, Malabar Hill, Mumbai – 400006. Occupation Investment Banker Qualification B.Com DIN 00009905

62 December 29, 2005

1. DSP Merrill Lynch Ltd. 2. DSP Merill Lynch Trust

Services Ltd. 3. DSP Merrill Lynch Trustee Co.

Pvt. Ltd. 4. Kalpataru Power Transmission

Ltd. 5. Hemko Patents & Developers

Pvt. Limited

4 Mr. Bharat Kewalramani s/o Mr. Bhagwandas F. Kewalramani Designation Director Address 252, Maker Towers `A’ Cuffe Parade Mumbai 400 005 Occupation Investment Manager

49 April 25, 2007 1. 3D Technopack Limited 2. Inox Boats and Machinery Pvt.

Ltd. 3. Banyan Tree Communications

Pvt. Ltd.

75

Sr. No.

Name of Director, Father/Husband’s Name, Address, Qualification, DIN

Age Date of Appointment

List of Other Directorships

Qualification B.A.- Bombay University, Master in Business Administration, Cornell University DIN 00772687

5 Ms. Vinita Bali d/o late Mr. Kundan Lal Bali Designation Director Address Flat No. 1104, ‘Tulip’ Prestige Exotica, Cunningham Crescent Road, Bangalore 560 001 Occupation Company Executive Qualification B.A. (Economics) from Delhi University, M.B.A. from Jamnalal Bajaj Institute of Management Studies, Mumbai DIN 00032940

53 July 26, 2007 1. Britannia Industries Limited 2. Titan Industries Limited 3. MphasiS Limited 4. Go Airlines (India) Pvt. Ltd. 5. Britannia New Zealand Foods

Pvt. Ltd. 6. Britannia New Zealand

Holdings Pvt. Ltd., Mauritius 7. Britannia & Associates

(Mauritius) Pvt. Ltd. 8. Britannia & Associates (Dubai)

Co. Pvt. Ltd 9. Strategic Food International Co.

LLC, Dubai 10. Al Sallan Food Industries Co.

SAOG, Oman 11. Strategic Brand Holdings Co.

Ltd. UAE 12. AL Fayafi General Holdings Co.

Ltd., UAE 13. Goldman Sachs Trustee

Company (India) Private Ltd. 14. Bombay Dyeing &

Manufacturing Company Limited

6 Mr. N. Santhanam

s/o Mr. Venkatraman Narayanaswamy Designation Director Address Plot No 1703, Tower B, Siddhivinayak Horizon, Veer Nariman Road, Prabhadevi Mumbai, 400 025 Occupation Company Executive Qualification B. Com., Chartered Accountant DIN

60 October 10, 2007

1. Piramal Healthcare Limited 2. IndiaVenture Advisors Pvt. Ltd. 3. Piramal Enterprises Ltd. 4. The Swastik Safe Deposit and

Investments Ltd. 5. Piramal Diagnostic Services

Pvt. Ltd. 6. Savoy Finance & Investments

Pvt. Ltd. 7. Piramal Life Sciences Limited 8. Piramal Water Private Limited 9. DDRC Piramal Diagnostic

Services Private Ltd. 10. BMK Laboratories Pvt. Ltd. 11. Piramal Capital Private Limited 12. ARKRAY PIRAMAL Medical

Private Limited 13. Piramal Glass Ceylon Plc. 14. NPIL Pharma Inc. 15. NPIL Life Sciences Limited

(U.K.)

76

Sr. No.

Name of Director, Father/Husband’s Name, Address, Qualification, DIN

Age Date of Appointment

List of Other Directorships

00027724 16. Piramal Holdings (Suisse) SA. 17. Piramal Healthcare (UK)

Limited 18. Piramal Investment Holdings

(Canada) Inc.

7 Mr. Vijay K. Shah s/o Mr. Kantilal Shah Designation Managing Director Address Flat No.25, 22nd Floor “Kanchanjunga” 72, Peddar Road Mumbai 400 026. Occupation Company Executive Qualification B.Com, C.A., Management Education Programme- IIM, Ahmedabad, Advanced Management Programme, Harvard Business School, USA DIN 00021276

51 May 1, 2006 1. Piramal Enterprises Ltd. 2. The Swastik Safe Deposit &

Investment Ltd 3. BMK Laboratories Pvt. Ltd. 4. Nicholas Piramal Pharma Pvt.

Ltd. 5. Nandini Piramal Investments

Pvt. Limited 6. Allergan India Private Limited 7. Piramal Diagnostic Services

Pvt. Ltd. 8. Piramal Glass Ceylon Plc. 9. Piramal Glass – USA, Inc. 10. Piramal Glass (UK) Limited 11. Piramal Glass International Inc. 12. Piramal Glass Williamstown

LLC 13. Piramal Glass Flat River LLC

8 Mr. Jiten Doshi s/o Mr. Hiralal M Doshi Designation Director Address 25-C, Woodlands, 67 G. Deshmukh Marg, Mumbai 400026. Occupation Chief Investment Officer Qualification B.Com DIN 00201248

43 April 29, 2008 1. Enam Assets Management Co. Pvt. Ltd.

2. Dabur International Limited 3. JD Consultancy Services Pvt.

Ltd.

77

Sr. No.

Name of Director, Father/Husband’s Name, Address, Qualification, DIN

Age Date of Appointment

List of Other Directorships

9 Mr. Dharendra Chadha s/o Mr. Dharampaul Chadha Address Flat No. 201 E, 2nd Floor, KT 28 No. 48, 13th Cross, 8th Main Malleswaram, Bangalore- 560 003. Occupation Consultant Qualification B.Com, M.B.A. from Jamnalal Bajaj Institute of Management Studies, Mumbai DIN 01856055

51 January 29, 2008

Momentum Strategy Consultants Private Limited

All the Directors of our Company are liable to retire by rotation except Mr. Vijay Shah. None of the Directors are relatives of each other except Mr. Ajay Piramal and Dr. (Mrs.) Swati Piramal. For litigations involving our directors, please refer to section titled – “Outstanding Litigation and Material Developments” beginning on 188 of this Letter of Offer. Brief Profile of the Board of Directors Mr. Ajay G. Piramal, Chairman Mr. Ajay G. Piramal, aged 54 years, is the Chairman and Promoter of our Company since February 6, 1998 and heads the US $ 800 million Piramal Group having interests in pharmaceuticals, pharma research, glass containers for pharma, cosmetics & perfumery industry and financial services and real estate business. He is a Bachelor of Science and has done his Masters in Management Studies from the Jamnalal Bajaj Institute and an Advanced Management Programme from Harvard Business School, USA. His presence in the pharmaceutical industry has been widely recognized. He is a member of the World Economic Forum's Governors' Forum on Healthcare. He is also the Chairman of the Drugs and Pharmaceuticals Committee of the Confederation of Indian Industries and a member of its National Committee. He was earlier a member of the Prime Minister's Council for Trade and Industry, the Prime Minister's Task Force on Pharmaceuticals and Knowledge-based Industries amongst others. Mr. Piramal is the recipient of many awards including “India Innovator of the Year 2008” Award by CNBC TV 18, “Entrepreneur of the Year” Award of UK Trade and Investemnt Council (2006); Ernst & Young Entrepreneur of the Year (2004) in the Healthcare and Lifesciences Category, “Business Leader Award” in Pharma Sector at the Chemptech Pharmabio Award 2004; “CEO of the Year Award” by World Strategy Forum in 1999; Rotary International (District 3140) Certificate of Appreciation and “Four Way Test Award” in 2001. Dr. (Mrs.) Swati A. Piramal Dr. (Mrs.) Swati A. Piramal, aged 53 years, is the Director of our Company since March 12, 1998 . She is a Member of the Confederation of Indian Industries(CII), Knowledge Industries Council, Chairperson of the Life Science & Biotech Committee & Economic Growth Committee and Chairperson of Maharashtra Biotech Committee 2006 . She is the Sr. Vice President of ASSOCHAM. Dr. Piramal has been nominated as a Member on the Board of the Council of Scientific & Industrial Research. She is also an Expert Member of the Planning Commission, Government of India. She is also a Board member of the United States Pharmacopeia. Dr. Piramal was conferred the "Chevalier de l'Ordre National du Merite" (Knight of the Order of Merit) by the French

78

President. She is also on the Advisory Board of the Roy & Diana Vagelos Programme in Life Sciences and Management of the University of Pennsylvania. Mr. Shitin Desai Mr. Shitin Desai, aged 62 years, is the Founder Director of DSP Merrill Lynch Limited and is its Executive Vice Chairman. He is a Bachelor of Commerce and was appointed on the Board of our Company on December 29, 2005. He has been associated with the Capital Markets for over 30 years. He was nominated on the Committee on Infrastructure by the Government of India and was a member on the Committee on Takeovers appointed by SEBI. He was also a Member of the RBI Capital Markets Committee, Advisory Group for Securities Market of RBI and Insider Trading Committee. He is presently a Member of the Steering Committee of the Federation of Indian Chambers of Commerce & Industry (FICCI). He was also a Member of the Investor Education & Protection Fund (IEPF) constituted by the Ministry of Company Affairs. Mr. Bharat Kewalramani Mr. Bharat Kewalramani, aged 49 years, is a Bachelor of Arts from Bombay University and has done his MBA from Cornell University. He was appointed on the Board of our Company on April 25, 2007. He has a long experience of the packaging industry and has been on the Board of our Company since Indocean Packaging Limited’s (‘Indocean’) investment in our Company in April 1998 till the divestment of stake by Indocean in January 2007. In April 2007, he was appointed as an Independent Director on the Board of our Company. He has a successful 20 year history of investing in and turning around companies, including as an operating manager. He is currently the Managing Director of 3D Technopack, a packaging company bought from The Board of Industrial and Financial Rehabilitation and successfully turned it around to supply quality tubes to local/European markets. He was the founder of Indocean Venture Advisors and of Indocean Chase Capital Advisors- some of the first private equity funds launched in India. He also led JP Morgan’s investment in Gerreshaimer Glass - a leader in pharmaceutical and cosmetic glass bottles. Ms. Vinita Bali Ms. Vinita Bali, aged 53 years, is currently the Managing Director of Britannia Industries Limited and has spent over 16 years overseas in a variety of marketing, sales and general management positions with eminent multinationals like The Coca-Cola Company and Cadbury Schweppes. She is a B.A. in Economics from Delhi University and has done her MBA from Jamnalal Bajaj Institute of Management Studies, Mumbai. She was appointed on the Board of our Company on July 26, 2007. Ms. Bali has rich and diverse experience in packaged foods and beverages industry. Mr. N. Santhanam Mr. N. Santhanam, aged 60 years, is a B. Com., Chartered Accountant and a Rank holder. He is the Executive Director and Chief Operating Officer of Piramal Healthcare Limited, which is the flagship Company of the Piramal Group. He was appointed on the Board of our Company on October 10, 2007. Prior to his stint with Piramal Healthcare Limited, he was the Group Chief Financial Officer of the Piramal Group. Mr. N. Santhanam has 36 years of rich and varied experience in Corporate Accounts, Finance, Secretarial and Legal, apart from gaining deep insight into general business management. Mr. Vijay Shah Mr. Vijay Shah, aged 51 years, has been with the Piramal Group since 1988. He is a Bachelor of Commerce and a Chartered Accountant and has done his Management Education Programme from IIM, Ahmedabad and Advanced Management Programme from Harvard Business School, USA. He was the Chief Operating Officer and Whole-time Director of Nicholas Piramal India Limited (now known as Piramal Healthcare Limited) from 1997 to April, 2006. He was appointed as Managing Director of our Company with effect from May 1, 2006.

79

Mr. Jiten Doshi Mr. Jiten Doshi, aged 43 years, is one of the founders of Enam Asset Management Company Pvt. Ltd and is its Director and Chief Investment Officer. He is a Bachelor of Commerce and was appointed on the Board of our Company on April 29, 2008. He has over 20 years experience in the capital markets. He has advised several managements on shareholder value creation. His guidance in areas such as corporate governance, transparency, disclosure standards and effective shareholder communication has helped several companies improve their interface with all stakeholders. Mr. Doshi is a member of the advisory board of The Urban Infrastructure Opportunities Fund. Mr. Dharendra Chadha Mr. Dharendra Chadha, aged 51 years, is a strategy consultant who specializes in the emergent domain of corporate brand strategy. He is a Bachelor of Commerce and an MBA from Jamnalal Bajaj Institute of Management Studies, Mumbai and was appointed on the Board of our Company on January 29, 2008. Mr. Chadha spent many years in FMCG marketing before joining the ad agency, J. Walter Thompson. He spent 10 years with that company in their strategic planning function working first in India, then Asia Pacific and finally serving as Global Director of Strategic Planning. He is the Managing Director of Momentum Strategy Consultants Pvt. Ltd. Shareholding of our Directors Under our Articles of Association, our directors are not required to hold any qualification shares. The list of Directors holding equity shares as on date of filing this Letter of Offer is set out below: Name of Director No. of Equity shares Ajay G. Piramal 16,362 Swati A. Piramal 20,201 *Vijay Shah (including 5,303 shares held jointly with Asmi Shah) 1,27,745 N Santhanam 625 Shitin Desai 234 *Additionally, Vijay Shah also holds 17,989 shares jointly with Asmi Shah, where Vijay Shah is the joint holder.

Interest of our Directors All our Directors, including Independent Directors, may also be deemed to be interested to the extent of Equity Shares, if any, already held by them or that may be subscribed for and allotted to them, out of the Issue in terms of this Letter of Offer and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. Our Directors, including Independent Directors, may also be regarded as interested in the Equity Shares, if any, held by or that may be subscribed by and allotted to the companies, firms and trust, in which they are interested as Directors, members, partners or trustees. All of our Directors, including independent Directors, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them under our Articles of Association. The executive Directors are interested to the extent of remuneration paid to them for services rendered as an officer or employee of our Company and the terms of such remuneration are set forth in contracts executed between our executive Directors and our Company.

Mr. Ajay G. Piramal, Dr. (Mrs.) Swati A. Piramal, Mr. Vijay Shah, Mr. N. Santhanam and Mr. Shitin Desai hold Equity Shares and hence they may be deemed to be interested to the extent of their shareholding in our Company. Further, all our Directors, may also be deemed to be interested to the extent of Equity Shares, that may be subscribed for and allotted to them, out of the Issue in terms of this Letter of Offer. All of our Directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.

Our Directors have no interest in any property acquired by us within two years of the date of filing of this Letter of Offer.

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For details of the related party transactions, see section titled “Financial Statements - Related Party Transactions” on page 131 and 151 of this Letter of Offer. Borrowing Powers The Board of Directors of our Company is authorized to borrow under the provisions of its Memorandum and Articles of Association. The shareholders of our Company have, by their resolution dated January 20, 2006 authorized the Board to borrow an amount up to Rs. 1,000 crores (Rupees One Thousand Crores) over and above the aggregate of paid-up share capital and free reserves. CORPORATE GOVERNANCE The composition of Board of Directors, Audit Committee, Nomination and Remuneration Committee, Shareholders' / Investors' Grievance Committee are in compliance with the requirement of Clause 49 of the Listing Agreement. Board of Directors ('Board'): As on date, the Board consists of nine (9) members with one (1) Executive Director, three (3) Non- Executive Directors and five (5) Independent Directors. The Chairman of the Board is a Promoter & Non-Executive Director. Composition of the Board of Directors Our Board comprises of: Name of Director Designation Category Mr. Ajay G. Piramal Chairman Promoter & Non-Executive Director Dr. (Mrs.) Swati A.Piramal Director Promoter & Non-Executive Director Mr. Shitin Desai Director Independent & Non-Executive Director Mr. Bharat Kewalramani Director Independent & Non-Executive Director Ms. Vinita Bali Director Independent & Non-Executive Director Mr. N. Santhanam Director Non-Executive Director Mr. Vijay Shah Managing Director Executive Director Mr. Jiten Doshi Director Independent & Non-Executive Director Mr. Dharendra Chadha Director Independent & Non-Executive Director Name and Designation of Compliance Officer: Mrs. Maria E. Monserrate, Compliance Officer and Company Secretary Board Committees The following committees of the Board of Directors have been constituted: • Audit Committee • Nomination and Remuneration Committee • Investors' Grievance Committee Audit Committee The Audit Committee consists of three (3) Non-Executive Directors of whom two (2) are independent directors. The Audit Committee also invites at its meetings, senior executives of our Company. The representatives of the auditors are also invited to the meetings. Our Company Secretary acts as the Secretary to the Committee.

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Terms of Reference The Audit Committee reviews and reports to the Board on the following: • To hold periodic discussions with the Statutory Auditors and Internal Auditors of our Company

concerning the accounts of our Company, internal control systems, scop of audit and observations of the Auditors / Internal Auditors;

• To ensure compliance with internal control systems • To review the quarterly, half-yearly and annual financial statements of our Company before submission

to the Board; • To investigate into any matter in relation to items specified in Section 292A of the Companies Act,

1956 or as may be referred to it by the Board and for this purpose to seek any relevant information contained in the records of our Company and also seek external professional advice, if necessary;

• To make recommendations to Board on any matter relating to the financial management of our Company, including the Audit Report;

• To review, investigate and make recommendations to the Board on any matter in relation to the items specified in sub-clause (D) of Clause 49(II) of the Listing Agreement and for this purpose to seek information from any employee and/or obtain outside legal or professional advice

The Chairman of the Audit Committee attends the Annual General Meeting of our Company. Composition of the Audit Committee The composition of the Audit Committee is as follows: Name Designation Category Mr. Shitin Desai Chairman Independent Director Mr. N. Santhanam Member Non-Executive Director Mr. Jiten Doshi Member Independent Director Meetings of the Audit Committee Requirements of listing agreement regarding meetings of Audit Committee • The Audit Committee should meet at least four times in a year and not more than four months shall

elapse between two meetings. • The quorum shall be either two members or 1/3 the members of the audit committee whichever is

greater but there should be a minimum of two independent members present.

ATTENDANCE OF DIRECTORS FOR AUDIT COMMITTEE MEETINGS PERIOD: 01.04.2008-31.03.2009

Dates of Meetings Name of the Director 29-4-2008 28-7-2008 24-10-2008 20-01-2009 Mr. Shitin Desai, Independent Director, Chairman of AC

Present Present Present Present

Mr. Jiten Doshi, Independent Director Present Present Present Present Mr. N Santhanam Present Present Present Present

Nature of transactions undertaken:

ACM: April 29, 2008 • Review of Quarterly Corporate Governance Compliance Report containing various matters referred to

in Clause 49 • Review of Stand-alone and Consolidated Financial Results for the year ended March 31, 2008 • Recommending re-appointment of Statutory Auditors for the year ending March 31, 2009 • Appointment of Tax Auditors AY 2008-09 • Approving Fees to Internal Auditors

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ACM: July 28, 2008 • Review of Quarterly Corporate Governance Compliance Report containing various matters referred to

in Clause 49 • Review of Unaudited Stand-alone and Consolidated Financial Results for the quarter ended June 30,

2008

ACM: October 24, 2008 • Review of Quarterly Corporate Governance Compliance Report containing various matters referred to

in Clause 49 • Review of Unaudited Stand-alone and Consolidated Financial Results for the quarter ended

September 30, 2008 ACM: January 20, 2009 • Review of Quarterly Corporate Governance Compliance Report containing various matters referred to

in Clause 49 • Review of Unaudited Stand-alone and Consolidated Financial Results for the quarter ended December

31, 2008 Nomination and Remuneration Committee Nomination & Remuneration Committee as on date comprises of four (4) Directors. All the four (4) are Non-Executive Directors, of whom three (3) are Independent Directors. Terms of Reference The terms of reference of this Committee are to review and make recommendations on stock options, remuneration, performance incentive and perquisites for executive directors and to propose new appointment on the Board. Composition of the Nomination and Remuneration Committee Name Designation Category Mr. Shitin Desai Chairman Independent Director Mr. Vinita Bali Member Independent Director Mr. Ajay G. Piramal Member Non-Executive Director Mr. Dharendra Chadha Member Independent Director Investors’ Grievance Committee: Terms of Reference The Committee monitors the redressal of investor grievances. Our Company Secretary acts as the Secretary to the Committee. Composition of the Investors’ Grievance Committee Name Designation Category* Ms. Vinita Bali Chairperson Independent & Non Executive Director Mr. Vijay Shah Member Executive Director

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Meetings of the Investors’ Grievance Committee

ATTENDANCE OF DIRECTORS FOR INVESTOR GRIEVANCE COMMITTEE MEETINGS

PERIOD: 01.04.2008-31.03.2009

Dates of Meetings Name of the Director 29-4-2008 07/07/2008 24-10-2008 20-01-2009Ms. Vinita Bali (Chairperson of IGC) Present Present Present Present Mr. Vijay Shah Present Present Present Present

Nature of transactions undertaken: ICM: April 29, 2008 • Review of details of investor grievances for quarter ended March 31, 2008 as per Statement received

from the Share Transfer Agents, M/s Freedom Registry Limited (Erstwhile Amtrac Management Services Limited)noted.

ICM: July 7, 2008, • Review of details of investor grievances for the quarter ended June 30, 2008 as per Statement received

from the Share Transfer Agents, M/s Freedom Registry Limited (Erstwhile Amtrac Management Services Limited)noted.

• Letter of BSE & NSE confirming that there are no pending investor complaints as per their records as on June 30, 2008, noted.

ICM: October 24, 2008 • Review of details of investor grievances for the quarter ended September 30, 2008 as per Statement

received from the Share Transfer Agents, M/s Freedom Registry Limited (Erstwhile Amtrac Management Services Limited)noted.

• Letter of BSE & NSE confirming that there are no pending investor complaints as per their records as on September 30, 2008 noted.

ICM: January 20, 2009 • Review of details of investor grievances for the quarter ended December 31, 2008 as per Statement

received from the Share Transfer Agents, M/s Freedom Registry Limited (Erstwhile Amtrac Management Services Limited)noted.

• Letter of BSE & NSE confirming Nil investor complaints for the quarter ended December 31, 2008 noted.

Compliance with Listing Agreement, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and SEBI(Prohibition of Insider Trading) Regulations, 1992. The Issuer Company has, for the financial year ending March 31, 2009, complied with respect to the following: (a) provisions of the Listing Agreement with respect to reporting and compliance under Clauses 35, 41 and 49; (b) provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 19977 with respect to reporting in terms of Regulation 8(3) pertaining to disclosure of changes in shareholding and Regulation 8A pertaining to disclosure of pledged shares; (c) provisions of the SEBI (Prohibition of Insider Trading) Regulations 1992, with respect to reporting in terms of Regulation 13. Terms of appointment of our Managing Director are as follows: A Resolution was passed at the meeting of the Board of Directors held on April 26, 2006, which was approved at the Annual General Meeting of our Company held on July 31, 2006, appointing Mr. Vijay K. Shah as the Managing Director of our Company for a period of three years with effect from May 1, 2006. Agreement was entered into between our Company and Mr. Vijay Shah on October 12, 2006. A resolution was passed at the meeting of the Board of Directors held on April 29, 2009, re-appointing Mr. Vijay Shah as the Managing Director of our Company w.e.f. May 1, 2009. The present remuneration of Mr. Vijay K. Shah is as under:

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Salary: Rs. 1,25,40,000/- per annum (payable monthly in arrears) with an authority to the Board to grant increases from time to time in accordance with Schedule XIII to the Companies Act as may be amended from time to time. Performance Incentive: Rs. 45,00,000/- per annum variable and subject to revision from time to time as may be decided by the Board for each financial year depending upon achievement of performance target, Key Result Area and other criteria, subject to the ceilings stipulated in Sections 198 and 309 of the Companies Act, 1956. Special Allowance: Rs. 4,84,000/- per annum (payable monthly in arrears), or such other amount as per Company Policy in force from time to time or as may be decided by the Board. In addition to salary/ performance incentive and special allowance, Mr. Vijay Shah is entitled to perquisites, allowances and benefits like residential accommodation (whether furnished or unfurnished) or house rent allowance in lieu thereof, reimbursement of expenses in respect of gas, electricity and water, furnishing and repairs, medical reimbursement for self and his family, Leave Travel Allowance, personal accident insurance, chauffeur driven/company maintained/leased cars, reimbursements of charges towards telephone, stock options and/ or such other payments in nature of perquisites and allowances as may be decided by the Board from time to time. Mr. Vijay Shah shall be eligible to the following perquisites as per our Company’s Rules which shall not be included in the computation of the ceiling on remuneration specified above i) Company’s contributions to Provident Fund to the extent the same is not taxable under the Income Tax

Act, 1961

ii) Gratuity

iii) Accumulation and encashment of leave at the end of the tenure .

In the event of loss or inadequacy of profits in any financial year, Mr. Vijay Shah, shall be entitled to receive the same remuneration, perquisites and benefits as above, subject to compliance with the applicable provisions of Schedule XIII to the Companies Act, 1956 if and to the extent necessary with approval of the Central Government.

Either party has the power to terminate the Agreement by giving the other party not less than six months’ notice in writing in that behalf to the other party without necessity of showing any cause. Mr. Shah is not entitled to any termination compensation. The Company has made an application dated July 29, 2009 to the the Ministry of Corporate Affairs, Government of India, under the provisions of Section 269 read with sub paragraph C of para 1 of section II of Part II of Schedule XIII of the Companies Act, 1956 for the reappointment and payment of remuneration to Mr. Vijay Shah, Managing Director of the Company for a period of three years, w.e.f May 1, 2009. Details as to the remuneration of directors for the last three years: All our directors, excluding Mr. Vijay Shah have been paid sitting fees. Our Company pays Mr. Vijay Shah salary and perquisites and performance linked bonus. Details of the same are given below:

Amount paid (Rs.) Director 2006-07 2007-08 2008-09

Ajay G. Piramal 40,000 30,000 1,20,000 Swati A. Piramal 15,000 15,000 1,00,000 Shitin Desai 20,000 40,000 1,40,000 Bharat Kewalramani 40,000 15,000 80,000 Vinita Bali - 10,000 1,60,000 N. Santhanam - 20,000 1,60,000 Dharendra Chadha - 5,000 1,20,000 Jiten Doshi - - 2,00,000 Vijay Shah - 1,38,19,109 1,70,35,344

85

Details of Loans given to our Directors: As on the date of filing of the Letter of Offer, no loans have been given to our Directors Changes in our Board of Directors during the last three years: Sr. No.

Name of Director Date of Change Reason for change

1 Mr. Vijay K. Shah May 1, 2006. Appointed as Managing Director. 2 Mrs. Urvi A. Piramal January 20, 2006. Resigned

January 31, 2007. Resigned on disinvestment by the investment partner (India Private Equity Fund).

3 Mr. Bharat Kewalramani

April 25, 2007. Appointed as Independent Director

January 20, 2006. Appointed as Director representing Indocean Packaging Limited

4 Mr. Cyrus Driver

January 31, 2007.

Resigned on disinvestment by the investment partner (Indocean Packaging Limited).

5 Ms. Vinita Bali July 26, 2007. Appointed as Independent Director 6 Mr. N Santhanam October 10, 2007. Appointed as Non-Executive Director

October 10, 2007. Appointed as Independent Director. 7 Mr. Gautam B. Doshi April 1, 2008 Resigned

8 Mr. Dharendra Chadha January 29, 2008. Appointed as an Independent Director 9 Mr. Jiten H. Doshi April 29, 2008. Appointed as an Independent Director

86

Management Organization Structure

Board of Directors

chaired by Mr. Ajay

G. Piramal

VijayShah

Managing Director

Plant Head • Kosamba Vipul Vij

Vice President (Manufacturing)

•Jambusar Mukesh Sharma

Vice President (Manufacturing )

C. N. Banerjee Vice President (Manufacturing

Excellence)

Chunduru Srinivas Vice President

(Strategic Planning & Investor Relations)

Zoeb Kanorwalla Head – Design Centre

R. S. Subramanian Vice President

(Materials)

S. K. Raijada Vice President

(Corporate HR and Management

Services)

Samit Datta Vice President

(Logistics & US Business)

Marketing Head

P. Mohanty GM (Marketing)

R. Venkatachala-m GM (Marketing)

Hemal Thakor GM (Marketing)

Sandeep Arora CFO

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Our Key Managerial Personnel For profiles of our Executive Directors that are part of our Key Managerial Personnel, see the section titled ‘Management – Board of Directors’ on page 73 of this Letter of Offer. All our Key Managerial Personnel below are permanent employees of the Company. None of these Key Managerial Personnel are related to each other or to any of the Directors. Details regarding our key managerial personnel are set out below: Mr. Sandeep Arora, 43 years, was appointed on July 1, 2008. Mr. Sandeep holds a Bachelor Degree in Commerce and is a Member of “The Institute of Chartered Accountants of India”,. He is the CFO of Piramal Glass Ltd. heading the entire Finance and Accounts functions for the entire Piramal Glass business. He was earlier with Piramal Healthcare Ltd. He has over 20 years of experience in various industries. Mr. Sandeep Arora’s remuneration for FY 2008-09 was Rs. 22.40 lacs. Mr. Chunduru Srinivas, 34 years, was appointed on September 1, 2008. Mr. Chunduru Srinivas is a B.E. (Mechanical), MBA in Finance & Marketing and holds a Post-Graduate Diploma in Advertisement and Post-Graduate in Statistics; and has undergone a number of Management Development Programmes on leadership, entrepreneurship and advance corporate finance programmes in India and abroad.. He started his career as a Management Trainee with Piramal Group in 1998. Prior to his current assignment with PGL, he has worked with Larsen & Toubro Ltd. and carries with him over 11years of experience, in India and abroad, in areas like strategic planning, MIS, M&A, corporate communications and business development,. Mr. Chunduru Srinivas’ remuneration for FY 2008-09 was Rs. 13.90 lacs. Details of Senior Managerial Personnel of our Subsidiaries are represented as under: Mr. Niraj Tipre, 43 years, is a Science Graduate (B.Sc) with Post Graduate Diploma in Management, from IMDR-Pune. He is the CEO of Piramal Glass USA, Inc. (formerly Gujarat Glass International, Inc.), a subsidiary of the Company. Mr. Niraj Tipre joined the Company as a management trainee on 4th June 1990. Since then he has held several positions. Between 1992 and 1995, he was responsible for domestic marketing of pharmaceutical containers. In 1995, he was promoted as Head of Exports. During his tenure in exports, the Company made significant in-roads in all major export markets. In 1997, he led the Company’s new initiatives of flint bottles for the pharmaceutical industry, which was a huge success. In 1999, when the Company acquired Piramal Glass Ceylon PLC (formerly Ceylon Glass) he was deputed to Ceylon Glass as Executive Director. He led the management team of Piramal Glass Ceylon PLC to lay a solid foundation, which led to a robust turnaround in its fortunes. It was during his tenure that Piramal Glass Ceylon PLC embarked on several initiatives to significantly correct the selling prices, reverse the losses and increase productivity. He pushed relentlessly for giving Piramal Glass Ceylon PLC the capability to produce coloured glass containers. In September 2002, he was recalled to the Company as the President of the Cosmetics and Perfumery business. Mr. Niraj Tipre has over 18 years of valuable experience to his credit. Mr. Sanjay Tiwari, 40 years, was appointed on June 18, 2004. Mr. Sanjay Tiwari holds a Bachelor Degree in Commerce, is a Fellow Member of “The Institute of Chartered Accountants of India”, has completed AFM & GMP programs from IIM Ahmedabad and the Executive Management Program from University of Michigan. He is the CEO and Executive Director of Piramal Glass Ceylon PLC, a subsidiary of the Company. He joined the Piramal Group in June 2004 as Vice President- Finance & Commercial, heading, Accounts, IT, Logistics and Supply Chain of Gujarat Glass till November 2005. He has 16 years of diversified experience in various positions in different industries such as textile, colour chemicals, cables, pharmaceuticals, bulk drugs and glass. Shareholding of Key Managerial Personnel Shareholding of our key managerial personnel in the Company as on the date of filing of the Letter of Offer is as stated below: Name No. of Equity Shares % Mr. Sandeep Arora 2500 0.013 Mr. Chunduru Srinivas 6038 0.033

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None of our key managerial personnel are directors in our Company or its Subsidiaries, except as provided below: Name Subsidiary

Piramal Glass International, Inc. Piramal Glass USA, Inc. Piramal Glass Williamstown, LLC Piramal Glass Flat River, LLC

Mr. Sandeep Arora

Piramal Glass (UK) Ltd. Bonus or profit sharing plan for Key Managerial Personnel No specific bonus or profit sharing plans are offered by us to the key managerial personnel. Interest of Key Managerial Personnel None of our key managerial personnel have any interest in our Company except to the extent of remuneration and reimbursement of expenses. Changes in our key managerial personnel The changes in our key managerial personnel during the last three years are as follows:

Name Designation Date of Change Reason Mr. Rajiv Prasad Director – Cosmetics & Perfumery April 16, 2007 Resignation Mr. Umesh Asaikar Director - Pharmaceuticals March 31, 2008 Resignation Mr. Chunduru Srinivas Vice-President (Strategic Planning & Investor

Relations) September 1, 2008 Appointment

Mr. Partha Sarathi De President Finance – Glass Group May 31, 2008 Resignation Mr. Sandeep Arora CFO July 1, 2008 Appointment Employees Share Purchase Scheme/Employee Stock Option Scheme For details regarding the ESOP scheme for our employees, refer to the section titled “Capital Structure” beginning on page 20 of this Letter of Offer. Payment or benefit to officers of our Company Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our Company is entitled to any benefit upon termination of his employment in our Company.

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PROMOTER AND PROMOTER GROUP

PROMOTER

The Promoter of our Company is Mr. Ajay G. Piramal. The details of our Promoter are as follows:

Mr. Ajay G. Piramal, 54 years, (Passport no. 21586954, Voter ID number: MT/05/030/030155, Driving license no. MH 01 20090039006 PAN:AAEPP7726Q), a resident Indian national is our Promoter. He has done his B.Sc (Hons) form Bombay University, Masters in Management Studies from Jamnalal Bajaj Institute of Management and the Advanced Management Programme from the Harvard Business School, USA. Mr. Ajay G. Piramal is an industrialist and has vast experience in the fields of pharmaceuticals, pharma research, glass containers for pharma, cosmetics and perfumery industry, financial services and real estate development business.

For more details, refer to the section titled “ Management – Our Board of Directors” on page 73 of this Letter of Offer. Interest of our Promoter Our Promoter is interested in our Company to the extent that he has promoted our Company, his shareholding and to the extent of him being a director of our Company. For further details on the interest of our Directors, see the section titled “Management-Interests of our Directors” on page 79 of this Letter of Offer. Interest in any property acquired by our Company within two years or proposed to be acquired by it The Promoter and the Promoter Group have no interest in any property acquired in the past two years or proposed to be acquired by our Company. Common pursuits There are no common pursuits between the activities of the Company and the Promoter or Promoter Group. Payment of benefits to our Promoter during the last two years Except as stated in the section titled “Financial Statements-Related Party Transactions” on page 131 and 151 of this Letter of Offer, there has been no payment of benefits to our Promoter during the last two years from the date of filing of this Letter of Offer. Other Confirmations We confirm that the details of the permanent account number, bank account number and passport number of our Promoter had been submitted to the Stock Exchanges at the time of filing the Draft Letter of Offer with the Stock Exchanges. Further, our Promoter and Promoter group entities, including relatives of the Promoter have confirmed that they have not been detained as willful defaulters by the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past or are pending against them. Neither our Promoter nor our Promoter Group companies have been restricted from accessing the capital markets.

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PROMOTER GROUP In addition to the Promoter named above, the following individuals and companies are part of our Promoter group:

Individuals: Name Relationship with the Promoter Dr. (Mrs.) Swati A. Piramal Wife Mr. Anand Piramal Son Mrs. Lalita G. Piramal Mother Ms. Nandini Piramal Daughter Companies, Ventures, Firms forming part of Promoter Group 1. Glass Engineers Private Limited 2. PHL Fininvest Private Limited 3. Nandini Piramal Investments Private Limited 4. PGL Holdings Private Limited (erstwhile GGL Holdings Pvt Ltd) 5. The Swastik Safe Deposit & Investments Limited 6. Savoy Finance & Investments Private Limited 7. Piramal Enterprises Ltd - Trustees of Piramal Enterprises Executive Trust 8. Piramal Healthcare Ltd. - Senior Employees Option Scheme 9. Piramal Healthcare Limited 10. Piramal Life Sciences Limited 11. Piramal Diagnostic Services Private Limited 12. Piramal Enterprises Limited 13. Alpex International Limited 14. PHL Holdings Private Limited 15. Alpex Holdings Private Limited 16. Piramal Management Services Private Limited 17. PEL Management Services Private Limited 18. Gopikisan Piramal Private Limited 19. Vulcan Investments Private Limited 20. Piramal Texturising Private Limited 21. Nicholas Piramal Pharma Private Limited 22. Adelwise Investments Private Limited 23. Akshar Fincom Private Limited 24. Cavaal Investments Private Limited 25. BMK Laboratories Private Limited 26. Piramal International Private Limited 27. Piramal Capital Private Limited 28. Indiareit Fund Advisors Private Limited 29. IndiaVenture Advisors Private Limited 30. Piramal Pharmaceutical Development Services Private Limited 31. Piramal Water Private Limited 32. Alpex Power Private Limited 33. Arkray Piramal Medical Private Limited* 34. Piramal Sunteck Realty Private Limited* 35. DDRC Piramal Diagnostic Services Private Limited* 36. Allergan India Private Limited* 37. Paramount Pharma Private Limited 38. Propiedades Realities Private Limited 39. Piramal International 40. Piramal Healthcare Inc. 41. Piramal Holdings (Suisse) SA 42. Ajay Gopikishan Piramal (HUF) *: Joint venture companies

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1. Glass Engineers Private Limited Glass Engineers Private Limited was incorporated on February 23, 1974. Its present business activity is investments. The registered office of Glass Engineers Private Limited is at Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern: The shareholding pattern of the company as on March 31, 2009 is as follows: Number of Shares

(Face Value: Rs.100) % of Shareholding

Mr. Ajay G. Piramal Mr. Ajay G. Piramal jointly with Dr. (Mrs.) Swati A. Piramal

900

100

90.00

10.00 Total 1,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr.(Mrs.) Swati A. Piramal 3. Mr. Anand Piramal Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008 Equity Capital 0.01 0.01 0.01 Reserves 4.84 4.84 4.83 Income 0.00 0.00 0.00 Profit/(Loss) after tax (0.0004) (0.0006) (0.009)Earnings per share (Rs.) (4.50) (6.70) (92.52)NAV per share (Rs.) 48,534.29 48,527.50 48,435.00The above financial data have been extracted from the audited financial statement This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 2. PHL Fininvest Private Limited PHL Fininvest Private Limited (formerly NPIL Fininvest Private Limited) was incorporated on June 8, 1994 with the object, inter alia, to invest in shares and other securities. The registered office of PHL Fininvest Private Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as on March 31, 2009 is as follows: Number of Shares

(Face Value : Rs. 10) % of Shareholding

Piramal Healthcare Ltd 2,25,292 99.66 Piramal Healthcare Ltd Jtly. Mr. Ajay G. Piramal 380 0.17 Piramal Healthcare Ltd Jtly. Mr. V. C. Vadodaria 380 0.17 Total 2,26,052 100.00 Note: The company has received share application money amounting to Rs. 2 crores on March 31, 2009 from

Piramal Healthcare Ltd.

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Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr. (Mrs.) Swati A. Piramal 3. Mr.V.C.Vadodaria

Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2007 March 31, 2008 March 31, 2009 Equity Capital 0.22 0.23 2.23Reserves 0.29 0.75 0.65Income 15.53 36.00 98.79Profit/(Loss) after tax 0.17 0.03 (2.39)Earnings per share (Rs.) 7.87 1.30 (10.33)NAV per share (Rs.) 23.26 43.13 2.60The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 3. Nandini Piramal Investments Private Limited Nandini Piramal Investments Private Limited was incorporated on October 15, 1985 with the object, inter alia, to invest in shares and other securities. The registered office of Nandini Piramal Investments Private Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as on March 31, 2009 is as follows: Number of Shares

(Face Value Rs. 10) % of Shareholding

The Swastik Safe Deposit & Investments Ltd 9,999 99.99 The Swastik Safe Deposit & Investments Ltd Jtly. Mr. Ajay G. Piramal

1 0.01

Total 10,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Mr. Vijay Shah 2. Mr. Chandrakant Khetan 3. Mr. Khushru Jijina Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2007 March 31, 2008 March 31, 2009Equity Capital 0.01 0.01 0.01Reserves 0.28 0.28 0.30Income 0.03 0.0024 0.0208Profit/(Loss) after tax 0.03 (0.0002) 0.0196Earnings per share (Rs.) 29.61 (0.24) 19.66NAV per share (Rs.) 291.05 290.81 310.47The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up.

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4. PGL Holdings Private Limited (erstwhile GGL Holdings Pvt Ltd) GGL Holdings Pvt. Ltd. (formerly known as DINO Fininvest Private Limited) was incorporated on August 3, 1998 with the object, inter alia, of finance and investment in securities. The registered office of GGL Holdings Private Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. The name of GGL Holdings Pvt. Ltd. was changed to PGL Holdings Pvt. Ltd., with effect from June 8, 2009. Shareholding Pattern The shareholding pattern of the company as on March 31, 2009 is as follows:

Name of the Shareholders Number of Shares (Face Value Rs. 10)

% of equity shareholding

Glass Engineers Pvt. Ltd. 49, 934 99.86 Glass Engineers Pvt. Ltd. Jtly. Mr. Ajay G Piramal 33 0.07 Glass Engineers Pvt. Ltd. Jtly. Dr. (Mrs.) Swati A. Piramal 33 0.07 Total 50, 000 100.00 Board of Directors The Board of Directors of the company comprises of 1. Mr. Ajay G. Piramal 2. Dr. (Mrs.) Swati A. Piramal 3. Mr. Anand Piramal 4. Ms. Nandini Piramal Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008Equity Capital 0.05 0.05 0.05 Reserves (0.94) (0.29) (0.32) Income 0.32 0.65 0.00Profit/(Loss) after tax 0.30 0.65 (0.03)Earnings per share (Rs.) 60.36 129.63 (5.54)NAV per share (Rs.) (177.26) (47.62) (53.16)The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 5. The Swastik Safe Deposit & Investments Ltd. The Swastik Safe Deposit & Investments Ltd. was incorporated on August 6, 1940 with the object, inter alia, to invest in shares and other securities. The registered office of The Swastik Safe Deposit & Investments Ltd. is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. The equity shares of the company are listed on: 1. Bombay Stock Exchange Limited 2. Delhi Stock Exchange Shareholding Pattern The shareholding pattern of Swastik Safe Deposit & Investments Ltd. as of June 30, 2009 is as follows: Number of Shares % of Shareholding PHL Holdings Pvt. Ltd. 1,78,535 74.39 Public 61,465 25.61 Total 2,40,000 100.00

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Board of Directors The Board of Directors of Swastik comprises of: 1. Mr. Chandrakant Khetan 2. Vice Admiral S. Jain (Retd.) 3. Mr. C.M. Hattangadi 4. Mr. N.Santhanam 5. Mr.V.C.Vadodaria 6. Mr. Vijay Shah Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2007 March 31, 2008 March 31, 2009Equity Capital 0.24 0.24 0.24Reserves 10.38 11.42 4.78Income 4.61 2.33 18.48Profit/(Loss) after tax 1.97 (1.08) (6.03)Earnings per share (Rs.) 82.35 (45.38) (273.88)NAV per share (Rs.) 442.65 485.89 209.12The above financial data have been extracted from the audited financial statements This company has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. Information about Share Price The securities of The Swastik Safe Deposit & Investments Ltd. are listed on BSE and DSE. The equity shares of Swastik Safe Deposit & Investments Ltd. have not been traded during the preceeding six months. Mechanism for redressal of investor grievance The Swastik Safe Deposit & Investments Ltd. has an appropriate mechanism for redressing investor grievances. Investor grievances are generally dealt within 7 days of lodgement of the complaint by the investor. As of June 30, 2009, there was no investor complaint pending. 6. Savoy Finance & Investments Private Limited Savoy Finance & Investments Private Limited was incorporated on May 26, 1976 with the object, inter alia, to invest in shares and other securities. The registered office of Savoy Finance & Investments Private Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as on March 31, 2009 is as follows: Number of Shares

(Face Value: Rs.10) % of Shareholding

The Swastik Safe Deposit & Investments Ltd 9,999 99.99 The Swastik Safe Deposit & Investments Ltd Jtly. Mr. Ajay G. Piramal

0001 0.01

Total 10,000 100.00 Board of Directors The Board of Directors of Savoy comprises of: 1. Mr.Chandrakant Khetan 2. Mr.Arvind Agarwal 3. Mr. N. Santhanam 4. Mr. V.C.Vadodaria

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Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2007 March 31, 2008 March 31, 2009Equity Capital 0.01 0.01 0.01Reserves 5.29 4.61 4.80Income 3.94 0.31 2.69Profit/(Loss) after tax 1.8 (0.68) 0.18Earnings per share (Rs.) 1806.6 (683) 184.8NAV per share (Rs.) 5306.12 4623.26 4808.06The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 7. Piramal Enterprises Ltd - Trustees of Piramal Enterprises Executive Trust (‘PEL Trust’) PEL Trust is a Trust settled on October 15, 1993 with the object, inter alia, of providing for welfare and benefits of the employees of the group companies of Piramal Enterprises Limited. Its registered office is situated at Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Piramal Enterprises Ltd. is the trustee of PEL Trust. Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2007 March 31, 2008 March 31, 2009 Income 2.24 61.55 1.84Profit/(Loss) after tax 2.24 61.14 1.76 8. Piramal Healthcare Limited Senior Employees Option Scheme (‘PHL SEOS’) PHL SEOS (formerly known as Nicholas Piramal India Limited Senior Employees Option Scheme) is a Trust settled on August 16, 1995 with the object, inter alia, of providing for the benefits of employees of PHL and to operate schemes for providing incentives/motivation to senior employees by way of or similar to stock option Schemes. Its registered office is situated at Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Board of Trustees The Board of Trustees comprises of: 1. Mr. Ajay G. Piramal 2. Mr. R.A.Shah 3. Mr. Gautam Doshi

Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008Income 4.51 6.62 0.45 Profit/(Loss) after tax 4.15 4.46 (0.79)The above financial data have been extracted from the audited financial statements 9. Piramal Healthcare Limited (“PHL”) The registered office of Piramal Healthcare Limited (formerly known as Nicholas Piramal India Limited) is at Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. PHL was incorporated on April 26, 1947 and is in the business of manufacturing/marketing of bulk drugs, formulations and other healthcare products / services. Shareholding Pattern The shareholding pattern of PHL as on June 30, 2009 is as follows:

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Number of Shares

(Face Value: Rs. 2) % of Shareholding

Ajay G. Piramal Swati A. Piramal Anand Ajay Piramal Lalita G. Piramal Nandini Piramal The Ajay G. Piramal Foundation Nandini Piramal Investments Pvt. Ltd. PHL Holdings Pvt. Ltd. Piramal Enterprises Ltd - Trustee of the Piramal Enterprises Executive Trust Savoy Finance & Investments Pvt. Ltd. Swastik Safe Deposit and Investments Ltd. Piramal Healthcare Senior Employees Option Scheme

3,67,790

4,46,686

27,36,133

34

38,56,277

12,50,000

49,607

7,38,40,177

36,59,200

63,08,533

72,21,124

38,49,460

0.18

0.21

1.31

Negligible

1.84

0.60

0.02

35.33

1.76

3.02

3.45

1.84

Sub- Total 10,35,85,021 49.56 Public 10,54,28,123 50.44 Total 20,90,13,144 100.00 Board of Directors The Board of Directors of PHL comprises of: 1. Mr. Ajay G. Piramal 2. Mr. Keki Dadiseth 3. Mr. Y. H. Malegam 4. Dr. (Mrs.) Swati A. Piramal 5. Mr. S. Ramadorai 6. Mr. R.A. Shah 7. Mr. Deepak Satwalekar 8. Mr. N. Vaghul 9. Mr. N. Santhanam 10. Ms. Nandini Piramal Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2007 March 31, 2008 March 31, 2009

Equity Capital 41.80 41.80 41.80 Reserves 976.22 974.67 1147.22 Income 1639.88 1938.07 2344.70 Profit/(Loss) after tax 188.28 301.48 275.32 Earnings per share (Rs.) 8.9 14.3 13.2 NAV per share (Rs.) 50.54 48.63 55.33

The above financial data have been extracted from the audited financial statements This Company has not become a Sick company under the meaning of SICA and it is not under winding up.

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Details of the last public/rights issue made In 2005, PHL came out with a Rights Issue of 1,90,01,601 Equity Shares of Rs.2 each at a price of Rs.175/- per share, in the ratio of 1 equity share for every 10 equity shares held on the record date, which was 1st July, 2005. The issue opened on August 1, 2005 and closed on August 30, 2005. The Issue was oversubscribed 1.20 times. The Rights shares were listed for trading on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from October 3, 2005 and on the Ahmedabad Stock Exchange (ASE) with effect from October 19, 2005. Information about Share Price: The securities of PHL are listed on BSE and NSE. The shares of PHL were voluntarily delisted from Ahmedabad Stock Exchange pursuant to shareholders’ approval accorded at the general meeting held on June 28, 2006. The monthly high and low of the market price of the shares on BSE and NSE for the last six months are as follows:

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

Feb-09 213.35 172.35 212.45 172.15 Mar-09 204.05 172.25 203.50 173.05 Apr-09 232.45 193.75 232.45 193.50 May-09 272.75 241.45 280.00 241.70 Jun-09 312.55 260.50 311.45 261.45 Jul-09 332.60 307.60 333.00 306.40 Mechanism for redressal of investor grievance: PHL has constituted Share Transfer Committee and Investors’ Grievance Committee which meets as and when required, to deal with matters relating to transfer/ transmission of shares and monitors redressal of complaints/grievances from shareholders relating to transfers, non receipt of balance sheet, non receipt of dividend declared, etc. respectively. Typically the investor grievances are dealt within 7 days of lodgement of the complaint by the investor. As of June30, 2009, there was one investor complaint pending which has since not been resolved. 10. Piramal Life Sciences Limited Piramal Life Sciences Limited (‘PLSL’) was originally incorporated on June 27, 2001 as a private limited company under the name “NPIL Research and Development Private Limited”(‘NRDL’). It was converted into a public limited company with effect from October 10, 2007. Its name was subsequently changed to ‘Piramal Life Sciences Limited’ with effect from February 15, 2008. The entire business and undertaking of PLSL viz. New Chemical Entity (NCE) Research, which earlier belonged to and was part of Piramal Healthcare Limited (“PHL”), was demerged into PLSL under the Composite Scheme of Arrangement between PHL and PLSL (“Demerger Scheme”) sanctioned by the Bombay High Court on January 11, 2008. The Demerger Scheme came into effect on January 21, 2008. Pursuant to the Demerger Scheme, the Company allotted to the shareholders of PHL 1 equity share of Rs.10 for every 10 equity shares of Rs.2 each held in PHL. In terms of the Demerger Scheme, the shares of the Company were listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited on May 29, 2008. The registered office of Piramal Life Sciences Limited is at Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. The equity shares of the PLSL are listed on: 1. Bombay Stock Exchange Limited (‘BSE’) 2. National Stock Exchange of India Limited (‘NSE’) Shareholding Pattern: The shareholding pattern of PLSL as on June 30, 2009 is as follows:

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Number of Shares (Face Value: Rs. 10)

% of Shareholding

Ajay G. Piramal Swati A. Piramal Anand Ajay Piramal Lalita G. Piramal Nandini Piramal Piramal Healthcare Limited The Ajay G. Piramal Foundation Nandini Piramal Investments Pvt. Ltd. PHL Holdings Pvt. Ltd. Piramal Enterprises Ltd- Trustee of the Piramal Enterprises Executive Trust Savoy Finance & Investments Pvt. Ltd. Swastik Safe Deposit and Investments Ltd. PHL Senior Employees Option Scheme

67,078

44,668

3,82,613

42,283

3,85,626

45,50,000

1,25,000

4,960

73,74,517

3,66,730

6,30,852

5,83,111

4,04,767

0.26

0.18

1.50

0.17

1.52

17.88

0.49

0.02

28.98

1.44

2.48

2.29

1.59

Sub- Total 1,49,62,205 58.79 Public 1,04,89,109 41.21 Total 2,54,51,314 100.00 Board of Directors The Board of Directors of PLSL comprises of: 1. Mr. Ajay G. Piramal 2. Dr. (Mrs.) Swati A. Piramal 3. Dr. Somesh Sharma – Managing Director 4. Mr. N. Santhanam 5. Dr.R.A Mashelkar 6. Prof. Goverdhan Mehta 7. Mr.Gautam Doshi 8. Sir Ravinder Maini Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2007 March 31, 2008 March 31, 2009 Equity Capital 0.01 25.45 25.45 Reserves (0.01) 66.50 (44.35) Income 0.00 0.06 2.29 Profit/(Loss) after tax (0.0004) (91.70) (110.85) Earnings per share (Rs.) (0.4) (39.10) (43.64) NAV per share (Rs.) (1.86) 36.13 (7.44) The above financial data have been extracted from the audited financial statements PLSL has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up.

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Information about Share Price: The securities of PLSL are listed on BSE and NSE. The monthly high and low of the market price of the shares on BSE and NSE for the last six months are as follows:

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

Feb-09 57.00 30.95 57.95 30.35 Mar-09 46.00 38.75 46.65 39.20 Apr-09 48.95 42.75 49.40 43.30 May-09 69.75 46.00 69.80 45.25 Jun-09 67.85 57.25 68.45 57.15 Jul-09 73.50 51.00 73.20 51.55 Mechanism for redressal of investor grievance: PLSL has constituted Share Transfer Committee and Investors’ Grievance Committee which meet as and when required, to deal with matters relating to transfer/ transmission of shares and monitors redressal of complaints/grievances from shareholders relating to transfers, non receipt of balance sheet, etc. respectively. Typically the investor grievances are dealt within 7 days of lodgement of the complaint by the investor. As of June 30, 2009, there was no investor complaint pending. 11. Piramal Diagnostic Services Private Limited Piramal Diagnostic Services Private Limited (formerly known as NPIL Laboratories and Diagnostics Private Limited) was incorporated on May 20, 1999 with the object inter alia to undertake diagnostic services. The registered office of this company is at Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern: The shareholding pattern of the company as on March 31, 2009 is as follows: Number of Shares

(Face Value: Rs. 10/-) % of Shareholding

Piramal Healthcare Ltd 38,59,180 97.49 Piramal Healthcare Ltd Jtly. Mr. Ajay G. Piramal 10 0.005 Piramal Healthcare Ltd Jtly. Dr. (Mrs.) Swati A. Piramal 10 0.005 Dr. Bhavin Jhankaria 39, 600 1.00 Dr. Avinash Phadke 59, 400 1.50 Total 39,58,200 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Dr.(Mrs.) Swati A. Piramal 2. Mr. Vijay Shah 3. Mr. N. Santhanam 4. Dr. Avinash Phadke 5. Dr. Bhavin Jankharia 6. Dr. Subhendu Roy 7. Dr. Anita Borges Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2007 March 31, 2008 March 31, 2009 Equity Capital 3.03 3.96 3.96 Reserves 34.41 (5.57) (9.29) Income 44.74 100.21 160.37

100

March 31, 2007 March 31, 2008 March 31, 2009 Profit/(Loss) after tax (3.54) (4.20) (3.71) Earnings per share (Rs.) (13.99) (13.86) (9.37) NAV per share (Rs.) 123.64 (4.08) (13.46) The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 12. Piramal Enterprises Limited Erstwhile Piramal Enterprises Limited which was incorporated on September 19, 1991, merged with Jammin Recreation Limited pursuant to a Scheme of Amalgamation sanctioned by order of the Bombay High Court on January 14, 2005 and February 11, 2005 and the name of Jammin Recreation Limited was changed to Piramal Enterprises Limited (PEL) with effect from April 8, 2005. The main object of PEL is inter alia to undertake and provide information management, business / administrative management and consultancy services. The registered office of PEL is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern: The shareholding pattern of the company as on March 31, 2009 is as follows: Number of Shares % of Shareholding Nicholas Piramal Pharma Pvt. Ltd. Piramal Texturising Pvt. Ltd. Vulcan Investments Pvt. Ltd.

50,000

25,000

25,000

50.00

25.00

25.00

Total 1,00,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr. (Mrs.) Swati A. Piramal 3. Mr. Vijay Shah 4. Mr. N. Santhanam Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008Equity Capital 0.1 0.1 0.1 Reserves 18.72 19.71 23.44 Income 11.31 18.85 22.33 Profit/(Loss) after tax 0.37 1.16 3.90 Earnings per share (Rs.) 37.08 98.76 373.16NAV per share (Rs.) 1432.23 1530.99 1904.15The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 13. Alpex International Limited Alpex International Limited was incorporated on November 15, 1999 with the object inter alia of business service center and realty business. The registered office of Alpex International Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013.

101

Shareholding Pattern: The shareholding pattern of the company as on March 31, 2009 is as follows: Number of Shares % of Shareholding Alpex Holdings Pvt. Limited Jtly. Mr. Ajay G. Piramal

8 *

Alpex Holdings Pvt. Limited Jtly. Mr. Anand Piramal

1 *

Alpex Holdings Pvt. Limited Jtly. Ms. Nandini Piramal

1 *

Alpex Holdings Pvt. Limited Jtly. Dr.(Mrs.) Swati A. Piramal

8 *

Alpex Holdings Pvt. Limited Jtly. Dr.(Mrs.) Swati A. Piramal and Ms. Nandini Piramal

1 *

Alpex Holdings Pvt. Limited Jtly. Mr. Ajay G. Piramal and Mr. Anand Piramal

1 *

Alpex Holdings Pvt. Ltd 11,09,980 99.99 Total 11,10,000 100.00 * Negligible Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr. (Mrs.) Swati A. Piramal 3. Mr. Anand Piramal 4. Ms. Nandini Piramal 5. Mr. Sudhir Merchant Financial Performance

(Figures in Rs. Crores except per share data) May 31, 2006 May 31, 2007 May 31, 2008Equity Capital 1.00 1.00 1.11 Reserves (14.92) (1.00) (0.59)Income 50.61 68.4 45.48 Profit/(Loss) after tax (1.99) 4.88 11.78 Earnings per share (Rs.) (19.95) 48.81 101.44NAV per share (Rs.) (139.21) (90.40) 4.65Note: The financial year of the company ends on May 31, each year. The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up.

14. PHL Holdings Private Limited PHL Holdings Private Limited (formerly known as NPIL Holdings Private Limited) was incorporated on July 16, 1998 with the object inter alia to carry on investment activities. The registered office of PHL Holdings Private Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern: The shareholding of the company as on March 31, 2009 is as follows: Number of Shares % of Shareholding Piramal Management Services Pvt. Ltd. 49,934 99.86

102

Number of Shares % of Shareholding Piramal Management Services Pvt Ltd Jtly. Mr. Ajay G. Piramal

33 0.06

Piramal Management Services Pvt Ltd Jtly. Dr. (Mrs.) Swati A. Piramal

33 0.06

Total 50,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr.(Mrs.) Swati A. Piramal 3. Ms. Nandini Piramal 4. Mr. Anand Piramal Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008Equity Capital 0.05 0.05 0.05 Reserves 258.25 282.26 845.22 Income 16.38 36.07 8.01 Profit/(Loss) after tax (5.20) 24.00 (18.65)Earnings per share (Rs.) 1041.50 4801.00 (3,762)NAV per share (Rs.) 51661.21 56462.32 169054.58The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up.

15. Alpex Holdings Pvt. Ltd. Alpex Holdings Pvt. Limited (formerly known as Nidus Fincom Private Limited) was incorporated on December 17, 1998 with the object inter alia to carry on investment activities. The registered office of Alpex Holdings Private Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern: The shareholding pattern of the company as on March 31, 2009 is as follows: Number of Shares % of Shareholding Akshar Fincom Pvt Ltd 9,99,000 99.99 Akshar Fincom Pvt Ltd Jtly. Mr. Ajay G. Piramal 250 0.025 Akshar Fincom Pvt Ltd Jtly. Dr. (Mrs.) Swati A. Piramal 250 0.025 Akshar Fincom Pvt Ltd Jtly. Ms. Nandini Piramal 250 0.025 Akshar Fincom Pvt Ltd Jtly. Mr. Anand Piramal 250 0.025 Total 10,00,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr. (Mrs.) Swati A. Piramal 3. Mr. Anand Piramal 4. Ms. Nandini Piramal

103

Financial Performance (Figures in Rs. Crores except per share data)

March 31, 2006 March 31, 2007 March 31, 2008Equity Capital 0.01 0.01 1.00 Reserves (35.23) (41.49) (48.90)Income 0.75 1.50 0.59 Profit/(Loss) after tax 0.72 (7.96) (7.38)Earnings per share (Rs.) 724.35 (79.68) (73.84)NAV per share (Rs.) (33,517.40) (41,485.40) (478.79)The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up.

16. Piramal Management Services Private Limited Piramal Management Services Private Limited was incorporated on August 23, 1991 with the object inter alia to offer management services. The registered office of Piramal Management Services Limited is at 3rd Floor, Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern: The shareholding pattern of the company as on March 31, 2009 is as follows: Number of Shares % of Shareholding Mr. Ajay G. Piramal 9,990 99.90 Mr. Ajay G. Piramal Jtly. Dr. (Mrs.) Swati A. Piramal 10 0.10 Total 10,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr.(Mrs.) Swati A. Piramal 3. Mr. Anand Piramal

Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008 Equity Capital 0.01 0.01 0.01 Reserves (0.008) (0.008) (0.002)Income 0.00 0.00 0.009 Profit/(Loss) after tax (0.0003) (0.0005) 0.006 Earnings per share (Rs.) (0.29) (0.56) 6.04NAV per share (Rs.) 2.10 1.54 7.58The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up.

17. PEL Management Services Private Limited PEL Management Services Private Limited was incorporated on December 28, 1995 with the object inter alia to offer management services. The registered office of PEL Management Services Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013.

104

Shareholding Pattern: Number of Shares % of Shareholding Mr. Ajay G. Piramal Mr. Ajay Piramal jointly with Dr. (Mrs.) Swati A. Piramal

9,990

10

99.00

1.00

Total 10,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr.(Mrs.) Swati A. Piramal 3. Mr. Anand Piramal Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008Equity Capital 0.01 0.01 0.01 Reserves (0.004) (0.004) (0.005)Income 0.00 0.00 0.00Profit/(Loss) after depreciation (0.0006) (0.0003) (0.0008)Earnings per share (Rs.) (0.68) (0.27) (0.76)NAV per share (Rs.) 5.86 5.58 4.82The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 18. Gopikisan Piramal Private Limited Gopikisan Piramal Private Limited was incorporated on July 18, 1970 with the object inter alia to carry on investment activities. The registered office of Gopikisan Piramal Private Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as on March 31, 2009 is as follows: Number of Shares

(Face Value Rs.100) % of Shareholding

Glass Engineers Pvt Ltd 4,998 99.96 Glass Engineers Pvt Ltd Jtly. Mr. Ajay G. Piramal 1 0.02 Glass Engineers Pvt Ltd Jtly. Dr. (Mrs.) Swati Piramal 1 0.02 Total 5,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr. (Mrs.) Swati A. Piramal 3. Ms. Nandini Piramal 4. Mr. Anand Piramal

105

Financial Performance (Figures in Rs. Crores except per share data)

March 31, 2006 March 31, 2007 March 31, 2008Equity Capital 0.05 0.05 0.05 Reserves 0.05 0.05 (0.05)Income 0.00 0.00 0.00Profit/(Loss) after tax (0.0008) (0.0008) (0.0008)Earnings per share (Rs.) (1.70) (1.60) (1.65)NAV per share (Rs.) 200.80 199.20 (6.24)The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 19. Vulcan Investments Private Limited Vulcan Investments Private Limited was incorporated on September 22, 1989 with the object inter alia to carry on investment activities. The registered office of Vulcan Investments Private Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding of the company as on March 31, 2009 is as follows: Number of Shares % of Shareholding Piramal Texturising Pvt. Ltd. Glass Engineers Pvt. Ltd. Nicholas Piramal Pharma Pvt. Ltd.

70,000

70,000

70,000

33.34

33.33

33.33

Total 2,10,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr.(Mrs.) Swati A. Piramal 3. Mrs. Lalita G. Piramal 4. Mr. M.J. Tibrewala 5. Mr. Arvind Agarwal

Financial Performance

(Figures in Rs Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008Equity Capital 0.21 0.21 0.21 Reserves 1.45 1.45 1.44 Income 0.00 0.00 0.00Profit/(Loss) after tax (0.0004) (0.001) (0.0009)Earnings per share (Rs.) (0.02) (0.06) (0.04)NAV per share (Rs.) 79.13 79.07 79.03The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up.

106

20. Piramal Texturising Private Limited Piramal Texturising Private Limited was incorporated on November 18, 1985. Its present business activity is investments. The registered office of Piramal Texturising Private Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as on March 31, 2009 is as follows: Number of Shares % of Shareholding Glass Engineers Pvt. Ltd. Nicholas Piramal Pharma Pvt. Ltd Vulcan Investments Pvt. Ltd.

3,335

3,335

3,330

33.35

33.35

33.30

Total 10,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr.(Mrs.) Swati A. Piramal 3. Mrs. Lalita G. Piramal 4. Mr. Niranjan R. Shah 5. Mr. Arvind Agarwal Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008 Equity Capital 0.01 0.01 0.01 Reserves 2.95 2.95 2.95 Income 0.00 0.00 0.00 Profit/(Loss) after tax (0.0004) (0.0006) (0.001) Earnings per share (Rs.) (0.45) (0.60) (1.04) NAV per share (Rs.) 2,965.89 2,965.29 2,964.24 The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 21. Nicholas Piramal Pharma Private Limited Nicholas Piramal Pharma Private Limited (formerly known as Legend Pharma Private Limited) was incorporated on March 27, 1989. Its present business activity is investments. The registered office of Nicholas Piramal Pharma Private Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as on March 31, 2009 is as follows: Number of Shares % of Shareholding Glass Engineers Pvt. Ltd. Piramal Texturising Pvt. Ltd. Vulcan Investments Pvt. Ltd.

3,330 3,335 3,335

33.30 33.35 33.35

Total 10,000 100.00

107

Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr.(Mrs.) Swati A. Piramal 3. Mrs. Lalita G. Piramal 4. Mr. Nirav Shah 5. Mr. Vijay Shah Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008Equity Capital 0.01 0.01 0.01 Reserves 4.89 4.89 4.88 Income 0.00 0.00 0.00Profit/(Loss) after tax (0.0004) (0.0006) (0.0056)Earnings per share (Rs.) (0.45) (0.61) (5.59)NAV per share (Rs.) 4,904.03 4,903.42 4,897.82The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 22. Adelwise Investments Private Limited Adelwise Investments Private Limited was incorporated on March 17, 1994 with the object inter alia to carry on investment activities. The registered office of Adelwise Investments Private Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as on March 31, 2009 is as follows: Number of

Shares % of

Shareholding PEL Management Services Pvt Ltd 9,588 95.88 PEL Management Services Pvt Ltd Jtly. Mr. Ajay G. Piramal 32 0.32 PEL Management Services Pvt Ltd Jtly. Dr. (Mrs.) Swati A. Piramal 380 3.80 Total 10,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr.(Mrs.) Swati A. Piramal 3. Ms. Nandini Piramal 4. Mr. Anand Piramal Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008 Equity Capital 0.01 0.01 0.01 Reserves 0.33 0.30 0.32 Income 0.009 0.005 0.016Profit/(Loss) 0.0063 (0.036) 0.009 Earnings per share (Rs.) 6.31 (36.21) 9.45NAV per share (Rs.) 346.78 310.11 333.56The above financial data have been extracted from the audited financial statements

108

This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 23. Akshar Fincom Private Limited Akshar Fincom Private Limited was incorporated on August 5, 1998 with the object inter alia to carry on investment activities. The registered office of Akshar Fincom Private Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Number of Shares % of Shareholding Mr. Ajay G. Piramal Mr. Ajay G. Piramal Jtly. with Dr. (Mrs.) Swati A. Piramal

49,933

67

99.87

0.13

Total 50,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr.(Mrs.) Swati A. Piramal 3. Mr. Anand Piramal Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008 Equity Capital 0.50 0.50 0.50 Reserves (1.28) (1.32) (1.45)Income 0.00 0.00 0.00Profit/(Loss) after tax (0.02) (0.04) (0.13)Earnings per share (Rs.) (4.79) (8.16) (26.52)NAV per share (Rs.) (246.27) (254.44) (280.95)The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 24. Cavaal Fininvest Private Limited Cavaal Fininvest Pvt. Limited was incorporated on January 21, 1999 with the object inter alia to carry on investment activities. The registered office of Cavaal Fininvest Private Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Number of Shares % of Shareholding Akshar Fincom Pvt. Ltd Akshar Fincom Pvt. Ltd. Jtly Mr. Ajay Piramal Akshar Fincom Pvt. Ltd. Jtly Dr. (Mrs.) Swati A. Piramal

9,990 5

5

99.90 0.05

0.05

Total 10,000 100.00

109

Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr. (Mrs.) Swati A. Piramal 3. Mr. Anand Piramal 4. Ms. Nandini Piramal

Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008Equity Capital 0.01 0.01 0.01 Reserves (3.16) (3.45) (3.79)Income 0.00 0.00 0.00Profit/(Loss) after tax (0.15) (0.28) (0.35)Earnings per share (Rs.) (159.63) (284.41) (350.82)NAV per share (Rs.) (3,152.16) (3,436.56) (3,787.39)The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 25. BMK Laboratories Private Limited BMK Laboratories Private Limited was incorporated on April 20, 1978 with the object inter alia to undertake diagnostic reagent services. Its registered office is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Name of Shareholder Number of Shares % of Shareholding PHL Holdings Pvt Ltd 29,300 97.66 PHL Holdings Pvt Ltd Jtly. Mr. Ajay G. Piramal 475 1.58 PHL Holdings Pvt Ltd Jtly. Dr. (Mrs.) Swati A. Piramal 225 0.75 Total 30,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Mr. Vijay Shah 2. Mr. George Varghese 3. Mr. Khushru Jijina 4. Mr. N. Santhanam

Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008Equity Capital 0.03 0.03 0.03 Reserves (3.50) (4.19) (4.59)Income 0.44 0.25 3.30Profit/(Loss) after tax (1.79) (0.68) (0.41) Earnings per share (Rs.) (599.12) (227.01) (136.57)NAV per share (Rs.) (1,158.00) (1,385.01) (1,521.58)The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up.

110

26. Piramal International Private Limited Piramal International Private Limited was incorporated on November 15, 1999 with the object inter alia to undertake trading activities. The registered office of Piramal International Private Limited is at 3rd Floor, Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Number of Shares % of Shareholding PHL Holdings Pvt Ltd 9,990 99.90 PHL Holdings Pvt Ltd Jtly. Dr. (Mrs.) Swati A. Piramal 5 0.05 PHL Holdings Pvt Ltd Jtly. Mr. Ajay G. Piramal 5 0.05 Total 10,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Mr. Khushru Jijina 2. Mr. Sunil Adukia

Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008Equity Capital 0.01 0.01 0.01 Reserves 0.01 0.06 (0.43)Income 0.08 153.24 69.67 Profit/(Loss) after tax 0.02 0.04 (0.48)Earnings per share (Rs.) 24.21 43.15 (488.84)NAV per share (Rs.) 23.74 66.89 (421.95)The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 27. Piramal Capital Private Limited Piramal Capital Private Limited was incorporated on March 29, 2007 with the object inter alia to offer financial services. Its registered office is situated at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Number of Shares % of Shareholding PHL Holdings Pvt. Ltd. PHL Holdings Pvt. Ltd. Jtly. Mr. Ajay G. Piramal and Dr. (Mrs.) Swati A. Piramal Alpex Holdings Pvt. Ltd. Alpex Holdings Pvt. Ltd. Jtly. Dr. (Mrs.) Swati A. Piramal and Mr. Ajay G. Piramal Piramal Enterprises Ltd. Piramal Enterprises Ltd. Jtly. Mr. Ajay G. Piramal

3,320

10 3,320

10

3,330

10

33.20

0.10 33.20

0.10

33.30

0.10

Total 10,000 100.00

111

Board of Directors The Board of Directors of the company comprises of: 1. Mr. Ajay G. Piramal 2. Dr. (Mrs.) Swati A. Piramal 3. Mr. N. Santhanam

Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2008 Equity Capital 0.01 Reserves (0.03)Income 0.00Profit/(Loss) after depreciation (0.02)Earnings per share (Rs.) (28.38)NAV per share (Rs.) (18.30)

The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue since its incorporation. It has not become a Sick company under the meaning of SICA and it is not under winding up. 28. Indiareit Fund Advisors Private Limited Indiareit Fund Advisors Private Limited was incorporated on July 14, 2005 with the object to provide investment advisory services in the real estate sector. Its registered office is situated at 3rd Floor, Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Number of Shares % of Shareholding Piramal Capital Pvt Ltd 52,000 52.00 Mr. Niraj Bhukhanwala Jtly. Mrs. Smita Bhukhanwala 7000 7.00 Mr. Satya Paul Ahuja 27,000 27.00 Mr. Kewal Nohria 5000 5.00 Mr. Ramesh Jogani Jtly. Mrs. Sapna Jogani 9000 9.00 Total 1,00,000 100 Board of Directors The Board of Directors of the company consists of: 1. Mr. Ajay G. Piramal 2. Mr. Satya Paul Ahuja 3. Mr. Niraj Bhukhanwala 4. Mr. Vallabh Bhanshali 5. Mr. Ramesh Jogani Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008Equity Capital 0.05 0.05 0.05 Reserves (1.27) (0.27) 0.06 Income 0.0008 10.32 20.16 Profit/(Loss) after tax (1.26) 0.99 0.36 Earnings per share (Rs.) (253.20) 198.36 72.86NAV per share (Rs.) (243.20) (44.84) 22.40

112

The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up.

29. IndiaVenture Advisors Private Limited IndiaVenture Advisors Private Limited was incorporated on September 10, 2007 with the object inter alia to undertake investment and financial services. Its registered office is situated at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Number of

Shares % of

Shareholding Piramal Capital Pvt Ltd 8,490 84.90 Piramal Capital Pvt Ltd Jtly. Mr. Ajay G. Piramal 10 0.10 Mr. Arun K. Purwar Jtly. Ms. Sushma Purwar Jtly. Mr. Animesh Purwar 500 5.00 Ms. Sushman Purwar Jtly. Ms. Ansha Purwar Jtly. Mr. Arun K. Purwar 500 5.00 Ms. Sushma Purwar Jtly. Ms. Anchal Purwar Jtly. Mr. Arun K. Purwar 500 5.00 Total 10,000 100.00 Board of Directors The Board of Directors of the company comprises of: 1. Dr. (Mrs.) Swati A. Piramal 2. Mr. Arun Kumar Purwar 3. Mr. N. Santhanam 4. Dr. Bhavin Jankharia 5. Dr. Avinash Phadke Financial Performance The Audited Financial Results for the year ended March 31, 2008 are given below:

(Figures in Rs. Crores except per share data) March 31, 2008 Equity Capital 0.01 Reserves (1.29)Income 0.00Profit/(Loss) after tax (1.28)Earnings per share (Rs.) (1,285.13)NAV per share (Rs.) (1,275.13)

The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue since its incorporation. It has not become a Sick company under the meaning of SICA and it is not under winding up. 30. Piramal Pharmaceutical Development Services Private Limited Piramal Pharmaceutical Development Services Private Limited was incorporated on May 30, 2008 with the object of inter alia to undertake R&D, manufacturing and distribution of bulk drugs, formulations and healthcare products. Its registered office is situated at Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows:

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Number of Shares % of Shareholding Piramal Healthcare Ltd 17,49,980 99.9988 Piramal Healthcare Ltd Jtly. Mr. Ajay G. Piramal 10 0.0005 Piramal Healthcare Ltd Jtly. Dr. (Mrs.) Swati A. Piramal 10 0.0005 Total 17,50,000 100.00 Board of Directors The Board of Directors of the company consists of: 1. Mr. Maneesh J. Nerurkar 2. Mr. Rajesh R. Laddha Financial Performance The Audited Financial Results for the year ended March 31, 2009 are given below:

(Figures in Rs. Crores except per share data) Particulars March 31,2009 Equity Capital 1.75 Reserves - Income - Profit / (Loss) after Tax (0.58) Earning per share (Rs) (6.10) NAV per share 12.33

This company is an unlisted company and it has not made any public or rights issue since its incorporation. It has not become a Sick company under the meaning of SICA and it is not under winding up. 31. Piramal Water Private Limited Piramal Water Private Limited was incorporated on June 17, 2008 with the object to carry on the business of dealing in water. Its registered office is situated at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Number of Shares % of Shareholding Piramal Enterprises Ltd 9,990 99.90 Piramal Enterprises Ltd Jtly. Mr. Ajay G. Piramal 10 0.10 Total 10,000 100.00 Board of Directors The Board of Directors of the company consists of: 1. Mr. N Santhanam 2. Mr. Anand Piramal 3. Ms. Nandini Piramal 4. Mr. Chirag R. Shah Since the first Financial Year of the company ends on March 31, 2009, details of its financial performance is not available. This company is an unlisted company and it has not made any public or rights issue since its incorporation. It has not become a Sick company under the meaning of SICA and it is not under winding up.

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32. Alpex Power Private Limited Alpex Power Private Limited was incorporated on September 29, 2008 with the object inter alia to deal in power plants, energy conservation projects, power houses, transmission and distribution of electrical energy. Its registered office is situated at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Number of Shares % of Shareholding Alpex Holdings Pvt Ltd 4,900 49.00 PHL Holdings Pvt Ltd 2,600 26.00 PGL Holdings Pvt Ltd (erstwhile GGL Holdings Pvt Ltd) 2,500 25.00 Total 10,000 100.00 Board of Directors The Board of Directors of the company consists of: 1. Mr. Khushru Jijina 2. Mr. V. C. Vadodaria

Since the first Financial Year of the company ends on March 31, 2009, details of its financial performance is not available. This company is an unlisted company and it has not made any public or rights issue since its incorporation. It has not become a Sick company under the meaning of SICA and it is not under winding up. 33. ARKRAY PIRAMAL Medical Private Limited ARKRAY PIRAMAL Medical Private Limited (formerly known NPIL Diagnostics Private Limited) was incorporated on October 17, 2007 with the object to carry on the business of distribution of diagnostic products, medical instruments and blood glucose monitoring systems. It is a 49:51 joint venture between Piramal Healthcare Limited and Arkray Inc. Its registered office is situated at 3rd Floor, Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Number of Shares % of Shareholding PHL Fininvest Pvt Ltd 48,99,980 48.999 PHL Fininvest Pvt Ltd Jtly. Mr. Ajay G. Piramal 10 0.0001 PHL Fininvest Pvt Ltd Jtly. Dr. (Mrs.) Swati Piramal 10 0.0001 ARKRAY Global Business 51,00,000 51.00 Total 1,00,00,000 100.00 Board of Directors The Board of Directors of the company consists of: 1. Mr. Hidehiro Itokawa 2. Mr. N Santhanam 3. Mr. George Varghese 4. Mr. Nobukazu Sasagawa 5. Mr. Yukitoshi Yao

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Financial Performance (Figures in Rs. Crores except per share data)

March 31, 2008 March 31, 2009Equity Capital 6.00 10.00Reserves (0.84) 10.71Income 0.82 9.21Profit/(Loss) after depreciation (0.84) (9.83)Earnings per share (Rs.) (2.25) (14.05)NAV per share (Rs.) 8.60 (0.71)The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue since its incorporation. It has not become a Sick company under the meaning of SICA and it is not under winding up. 34. Piramal Sunteck Realty Private Limited Piramal Sunteck Realty Private Limited was incorporated on November 30, 2007 with the object to carry on the business of real estate developers, builders and property developers. Piramal Sunteck Realty Private Limited is a 50:50 joint venture between Alpex International Ltd. and Sunteck Realty Ltd. Its registered office is situated at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Number of Shares % of Shareholding Sunteck Realty Ltd. 5,00,000 50.000 Alpex International Ltd 4,99,980 49.998 Alpex International Ltd Jtly. Mr. Ajay G. Piramal 5 0.0005 Alpex International Ltd Jtly. Dr. (Mrs.) Swati A. Piramal 5 0.0005 Alpex International Ltd Jtly. Mr. Anand A. Piramal 5 0.0005 Alpex International Ltd Jtly. Ms. Nandini Piramal 5 00005 Total 10,00,000 100.00 Board of Directors The Board of Directors of the company consists of: 1. Mr. Ajay G. Piramal 2. Mr. Kamal Khetan 3. Mr. Anand Piramal 4. Mr. Khushru B. Jijina 5. Mrs. Manisha K. Khetan 6. Mr. Sanjay K. Agarwal Financial Performance

(Figures in Rs. Crores except per share data) May 31, 2008*Equity Capital 1 Reserves 80.55 Income 0.850 Profit/(Loss) after tax 0.380 Earnings per share (Rs.) 29.56NAV per share (Rs.) 815.57

*: The financial year of the company ends on May 31. The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue since incorporation. It has not become a Sick company under the meaning of SICA and it is not under winding up.

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35. DDRC Piramal Diagnostic Services Private Limited DDRC Piramal Diagnostic Services Private Limited (‘DDRC Piramal’) (formerly DDRC Wellspring Pathlabs Private Limited) was incorporated on April 28, 2006 with the object inter alia to undertake diagnostic services. DDRC Piramal is a 50:50 joint venture between Piramal Diagnostic Services Private Limited and DDRC group, Kochi. Its registered office is situated at Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Name of Shareholder No. of Equity Shares % of equity shareholding Mr. Joy Joseph K 1,37,500 27.50 Mrs. Elsy Joseph 62,500 12.50 Dr. Ajith Joy 50,000 10 Piramal Diagnostics Services Pvt. Ltd. 2,50,000 50 Total 5,00,000 100 Board of Directors The Board of Directors of the company consists of: 1. Mr. N. Santhanam 2. Mr. Girish Mehta 3. Mr. Joy Joseph K. 4. Mrs. Elsy Joseph Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2007 March 31, 2008 March 31, 2009Equity Capital 0.50 0.50 0.50Reserves 5.97 6.35 6.09Income 9.67 14.68 19.26Profit/(Loss) after tax (0.78) (0.13) (0.26)Earnings per share (Rs.) (15.53) (2.64) (5.29)NAV per share (Rs.) 125.46 137.02 131.73The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue since its incorporation. It has not become a Sick company under the meaning of SICA and it is not under winding up. 36. Allergan India Private Limited Allergan India Private Limited (Allergan) was incorporated on July 4, 1994 with an object of manufacturing and dealing in ophthalmic pharmaceutical products. Allergan is a 49:51 joint venture between Piramal Healthcare Limited and Allergan Pharmaceuticals (Ireland) Ltd. Its registered office is situated at 1st Floor, North Wing, Silver Jubilee Block, Unity Building Complex, Mission Road, 3rd Cross, Bangalore 560 027. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Name of Shareholder Number of Shares % of Shareholding Allergan Pharmaceuticals (Ireland) Ltd. 40,80,000 51 Piramal Healthcare Ltd. 39,20,000 49 Total 80,00,000 100

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Board of Directors The Board of Directors of the company consists of: 1. Mr. Ajay G. Piramal 2. Dr. (Mrs.) Swati A. Piramal 3. Mr. Vijay Shah 4. Mr. Raghu Kumar 5. Mr. Ian Bell 6. Mr. Ravi Menon 7. Mr. RajKumar Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2007 March 31, 2008 March 31, 2009 Equity Capital 8.00 8.00 8.00 Reserves 5.68 12.01 21.68Income 77.03 91.80 103.73Profit/(Loss) after tax 4.39 10.97 19.02Earnings per share (Rs.) 5.49 13.72 24.04NAV per share (Rs.) 17.10 25.02 37.10The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 37. Paramount Pharma Pvt. Ltd.

Paramount Pharma Pvt. Ltd. was incorporated on June 10, 1988 with the object, inter alia, of carrying on the business of chemists, druggists, manufacturing and dealing of chemicals, all kinds of medicines, drugs, pharmaceutical, medicinal, surgical and scientific apparatus and materials etc.; The registered office of Paramount Pharma Private Limited is at 3rd Floor, Piramal Tower, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Name of the Shareholders Number of Shares % of Shareholding PHL Holdings Pvt. Ltd 9,998 99.98 PHL Holdings Pvt. Ltd Jtly. Dr. (Mrs.) Swati A. Piramal 1 0.01 PHL Holdings Pvt. Ltd Jtly. Mr. Ajay G. Piramal 1 0.01 Total 10,000 100 Board of Directors The Board of Directors of the company comprises of 1. Mr. Sunil Adukia 2. Mr. Khushru Jijina Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008Equity Capital 0.01 0.01 0.01Reserves (0.12) (0.12) (0.12)Income 0.00 0.00 0.00Profit/(Loss) after tax (0.0007) (0.0006) (0.0003)Earnings per share (Rs.) (0.75) (0.60) (0.35)NAV per share (Rs.) (111.97) (112.50) (112.92)The above financial data have been extracted from the audited financial statements

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This company is an unlisted company and it has not made any public or rights issue in the preceding three years. It has not become a Sick company under the meaning of SICA and it is not under winding up. 38. Propiedades Realities Pvt Ltd

Propiedades Realities Pvt. Ltd. was incorporated on September 6, 2005 with the object, inter alia, of acquiring, selling, developing, whether for investment or sale, any real estate or immovable properties, to carry on business as owners of flats and buildings. The registered office of Propiedades Realities Private Limited is at 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Name of the Shareholders Number of Shares % of Shareholding Ms. Nandini Piramal 9,980 99.80 Ms. Nandini Piramal Jtly. Mr. Ajay G. Piramal 10 0.1 Ms. Nandini Piramal Jtly. Dr. (Mrs.) Swati A. Piramal 10 0.1 Total 10,000 100 Board of Directors The Board of Directors of the company comprises of 1. Mr. Ajay G. Piramal 2. Dr. (Mrs.) Swati A. Piramal 3. Ms. Nandini Piramal Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2006 March 31, 2007 March 31, 2008Equity Capital 0.01 0.01 0.01Reserves (0.01) (0.01) (0.01)Income 0.00 0.00 0.00Profit/(Loss) after tax (0.001) (0.01) (0.0005)Earnings per share (Rs.) (1.007) (10.04) (0.51)NAV per share (Rs.) 8.99 (1.05) (1.56)The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. 39. Piramal International Piramal International was incorporated on August 19, 1996. The main object is that of an investment company. The registered office of Piramal International is at 4th Floor, Les Cascades Building, Edith Cavell Street, Port-Louis, Republic of Mauritius Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Name of the Shareholders Number of Shares

(Face Value: USD 1 each) % of Shareholding

Piramal Healthcare Ltd. 10,25,000 100 Total 10,25,000 100 Board of Directors The Board of Directors of the company comprises of

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1. Mr. Ajay G. Piramal 2. Mr. C.M. Hattangadi 3. Mr. Ashraf Ramtoola 4. Mr. Poovazhagan Soobramanien Financial Performance

(Figures in Rs. Crores except per share data) March 31, 2007 March 31, 2008 March 31, 2009Equity Capital 3.67 3.67 3.67Reserves 1.20 1.20 1.20Income 0.008 0.007 0.014Profit/(Loss) after tax (0.00007) 0.00 0.00Earnings per share (Rs.) 0.00 0.00 -NAV per share (Rs.) 0.00 0.00 NilThe above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. 40. Piramal Healthcare Inc. Piramal Healthcare Inc was incorporated on October 17, 2008 with the object, inter alia, of engaging in any lawful act or activity for which the corporation may by organized under the Delaware General Corporation Law. The registered office of Piramal Healthcare Inc is at National Registered Agents, Inc., 160 Greentree Drive Suite 101, Dover, Delaware 19904, Kent County Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Name of the Shareholders Number of Shares % of Shareholding Piramal Healthcare Ltd. 100 100 Total 100 100 Board of Directors The Board of Directors of the company comprises of 1. Mr. Murari Rajan 2. Mr. Rajesh Laddha

Since the first Financial Year of the company ended on March 31, 2009, details of financial performance are not available. This company is an unlisted company and it has not made any public or rights issue since incorporation. 41. Piramal Holdings (Suisse) SA

Piramal Holdings (Suisse) SA [formerly known as NPIL Holdings (Suisse) SA] was incorporated on 25th November 2005 with the object, inter alia, of holding and managing principally in Switzerland, interests of any type whatsoever, in pharmaceuticals, commercial, financial and industrial enterprises. The registered office of Piramal International is at Rue du Marche 20, CH 1204, Geneve, Switzerland. Shareholding Pattern The shareholding pattern of the company as of March 31, 2009 is as follows: Name of the Shareholders Number of Shares

(Face Value: 1,000 CHF each) % of Shareholding

Piramal Healthcare Ltd. 11000 100 Total 11000 100

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Board of Directors The Board of Directors of the company comprises of 1. Mr. Philippe Lette 2. Mr. Pierre Parodi 3. Mr. N. Santhanam Financial Performance

(Figures in Rs. Crores except per share data) December 31, 2006 December 31, 2007 December 31, 2008Equity Capital 39.19 44.35 48.98Reserves (0.61) (2.24) (5.60)Income 6.58 16.96 19.14Profit/(Loss) after tax (554.6) (1409.1) (2845.5)Earnings per share (Rs.) (0.01) (0.03) (0.06)NAV per share (Rs.) 35,073 38,280 39,436The above financial data have been extracted from the audited financial statements This company is an unlisted company and it has not made any public or rights issue in the preceding three years. 42. Ajay Gopikishan Piramal (HUF) Mr. Ajay G. Piramal is the karta of the Ajay Gopikishan Piramal (HUF). Financial Performance The unaudited financial results of Ajay Gopikishan Piramal (HUF) for the last three financial years are as follows:

(Figures in Rs. Crores) Year ended March 31

Particulars 2007 2008 2009 Total income 0.0001 0.0002 0.0008 Capital N.A. N.A. N.A.

The above financial data have been extracted from the audited financial statements The financial statements of Ajay Gopikishan Piramal (HUF) are unaudited, since it does not fall within the criteria laid down under the Income Tax Act, 1961 to have its financial statements audited. Companies with which the Promoter has disassociated in the last three years The Promoter has not disassociated with any company/firm during the preceding three years.

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Related Party Transactions For details of the related party transactions please refer to the section titled ‘Financial Statements – Related Party Transactions’ on page 131 and 151 of this Letter of Offer.

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FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

Auditors Report The Board of Directors, Piramal Glass Limited. Nicholas Piramal Tower Ganpatrao Kadam Marg Lower Parel Mumbai – 400013 Dear Sirs, 1. We have examined the attached restated Consolidated Statement of Assets and Liabilities of Piramal

Glass Limited (‘the Company’) and its subsidiaries as set out in Note 1 of Annexure V, as at March 31, 2009, March 31, 2008; March 31, 2007; March 31, 2006 and March 31, 2005; (Annexure I), the related Restated Consolidated Statement of Profit & Loss for the year ended March 31, 2009, March 31, 2008; March 31, 2007; March 31, 2006 and March 31, 2005; (Annexure II), and the related Restated Consolidated Statement of Cash Flow for the year ended March 31, 2009, March 31, 2008; March 31, 2007; March 31, 2006 and March 31, 2005; (Annexure III) collectively hereinafter referred to as the ‘Consolidated Summary Statements’ together with the Significant accounting Policies and Notes to the restated Financial Statements set out in Annexure IV and V respectively, stamped and initialed by us for the purpose of identification. These Consolidated Summary Statements are the responsibility of the Company’s management.

2.1 The Consolidated Summary Statements, set out in Paragraph 1 above, have been prepared from the

Restated Summarised Financial Statements (RSFS) of the Company, its subsidiaries and from audited financial statements of subsidiaries. The financial statements of subsidiaries have been audited by their respective auditors and our opinion, in so far as it relates to the amounts included in respect of subsidiaries, is based solely on the reports of their respective auditors.

2.2 We have accepted the relevant accounts and statements in respect of Piramal Glass USA Inc. for the

years ended March 31, 2009; March 31, 2008; March 31, 2007 and March 31, 2006, audited and reported upon by KNAV P.A., the auditors of Piramal Glass USA Inc. for the said financial years. We have accepted the relevant accounts and statements in respect of Piramal Glass Flat River LLC, for the years ended March 31, 2009; March 31, 2008; March 31, 2007 and March 31, 2006, audited and reported upon by KNAV P.A., the auditors of Piramal Glass Flat River LLC., for the said financial years. We have accepted the relevant accounts and statements in respect of Piramal Glass Williamstown LLC for the years ended March 31, 2009; March 31, 2008; March 31, 2007 and March 31, 2006, audited and reported upon by KNAV P.A., the auditors of Piramal Glass Williamstown LLC for the said financial years. We have accepted the relevant accounts and statements in respect of Piramal Glass Ceylon Plc, for the years ended March 31, 2009; March 31, 2008; March 31, 2007; March 31, 2006 and March 31, 2005, audited and reported upon by Ernst & Young, the auditors of Piramal Glass Ceylon Plc, for the said financial years. We have accepted the relevant accounts and statements in respect of Piramal Glass International Inc. for the years ended March 31, 2009; March 31, 2008; March 31, 2007; March 31, 2006 and March 31, 2005, audited and reported upon by KNAV P.A., the auditors of Piramal Glass International Inc. for the said financial years. We have accepted the relevant accounts and statements in respect of Piramal Glass (UK) Limited for the years ended March 31, 2009; March 31, 2008; March 31, 2007 and March 31, 2006, audited (except for financial years ended 31st March 2006 & 31st March 2007, of

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which the accounts have been audited upto 31st December 2005 and 31st December 2006 and adjustments have been made to give effect to the transactions for the period from 1st January 2006 to 31st March 2006 & 1st January 2007 to 31st March 2007 respectively on the basis of accounts complied by the management and reviewed by the auditors) and reported upon by Kajaine Limited, the auditors of Piramal Glass (UK) Limited for the said financial years. The accounts of these subsidiaries for these years have been made up and approved by the Board of Directors of the respective subsidiaries. We have relied on the relevant accounts of these subsidiaries for each of the years audited and reported by KNAV P.A., Ernst & Young, and Kajaine Limited, Chartered Accountants.

3.1 These Consolidated Summary Statements have been extracted by the Company’s management from the

consolidate financial statements of the Group for the respective years, which have been prepared in accordance with the requirements of Accounting Standard 21 ‘Consolidated Financial Statements’ issued by the Institute of Chartered Accountants of India.

3.2 In our opinion, the Consolidated Summary Statements as attached to this report, have been prepared in

line with Paragraph B (1) – Part II of Schedule II of the Companies Act, 1956 of India and amendments thereof and the Securities and Exchange Board of India (Disclosure and Investors Protection) Guidelines 2000 (hereinafter referred to as ‘the SEBI Guidelines’) and related clarifications issued by SEBI as amended to date, to the extent applicable and the guidance note on Reports in Company Prospectuses (Revised) issued by the Institute of Chartered Accountant of India and in the accordance with our engagement letter dated February 1, 2009, setting out inter alia the scope of work relating to the Letter of Offer being issued by the Company in connection with its proposed Rights Issue (hereinafter referred to as ‘the Rights Issue’).

4 We have examined the following financial information relating to the Company and as approved by the

Board of Directors for the purpose of inclusion in the Offer Document: i) Statement of Investments (Annexure VI) ii) Details of Sundry Debtors (Annexure VII) iii) Details of Secured Loans (Annexure VIII) iv) Details of Unsecured Loans (Annexure IX) v) Details of Loans & Advances (Annexure X) vi) Details of Other Income (Annexure XI) vii) Accounting Ratios (Annexure XII) viii) Capitalization Statement (Annexure XIII)

5. This report is solely for your information and for inclusion in the Letter of Offer in connection with the

proposed Rights Issue of the Company and is not to be used, referred to or distributed for any other purpose without our prior written Consent.

Hitesh J. Desai Partner M. No. 37569 Haribhakti & Co., Chartered Accountants Reg. No. 118013WPlace: Mumbai Date: July 21, 2009

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Annexure I Piramal Glass Limited (Consolidated) Statement of Assets & Liabilities

Rs. In Crs

Particulars

As at 31st March

2005

As at 31st March

2006

As at 31st March

2007

As at 31st March

2008

As at 31st

March 2009

Fixed Assets : Gross Block 673.88 771.39 936.73 1,228.65 1,405.16Less Depreciation (235.87) (287.01) (330.28) (354.55) (448.96)Net Block 438.01 484.38 606.45 874.10 956.20Capital Work in Progress 1.26 14.30 47.55 30.10 14.76Less : Revaluation Reserve - - - - -Net Block after adjustment for Revaluation Reserve 439.27 498.68 654.00 904.20 970.96 Investments 0.01 0.01 0.01 0.01 0.01 Current Assets, Loans and Advances : Inventories 72.73 130.63 142.86 212.77 285.49Sundry Debtors 64.93 117.69 140.57 201.80 268.80Cash and Bank Balances 2.50 11.86 6.06 8.55 11.84Loans and Advances 29.82 39.58 109.67 120.92 76.86 Liabilities and Provisions : Deferred Tax Liability (Net) 27.18 24.06 25.26 28.05 9.26Secured Loans 263.46 342.87 420.82 487.39 532.14Unsecured Loans 64.30 139.95 283.59 553.89 824.93Current Liabilities and Provisions 61.06 72.20 137.69 183.28 159.55 Net Worth 193.26 219.37 185.81 195.64 88.08 Represented by 4. Share Capital 17.30 17.30 17.30 17.98 17.98 5. Reserves 169.50 182.01 147.92 137.89 25.37Less : Revaluation Reserve - - - - -Reserves (Net of Revaluation Reserves) 169.50 182.01 147.92 137.89 25.37 6. Minority Interest 6.46 20.06 20.59 39.77 44.73 Net Worth 193.26 219.37 185.81 195.64 88.08

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Annexure II Piramal Glass Limited (Consolidated) Restated Profit & Loss Account

Rs. In Crs

Year Ended

On March 31st 2005

On March 31st 2006

On March 31st 2007

On March 31st 2008

OnMarch

31st 2009Income Sales: of Products manufactured by the company 335.81 493.80 700.76 778.62 1,008.83of Products traded by the company - - - - -Total 335.81 493.80 700.76 778.62 1008.83Other Income 3.88 23.54 19.61 22.26 20.88Increase/(Decrease) in Inventories 11.85 1.44 14.52 46.62 57.55 351.54 518.78 734.89 847.50 1,087.26Expenditure Raw Material Consumed 75.46 104.62 148.70 172.82 271.17Staff Cost 39.08 106.85 206.30 210.32 235.07Other Manufacturing Expenses 74.76 128.50 180.32 207.44 277.27Administration Expenses 26.06 40.36 56.83 52.55 123.56Selling and Distribution Expenses 27.76 40.11 70.37 80.37 85.31Interest 19.29 19.66 34.76 67.15 131.37Depreciation 42.25 51.86 51.50 69.32 89.25Net Profit before tax and Extraordinary items 46.88 26.82 (13.89) (12.47) (125.74)Taxation 10.72 5.49 12.69 10.21 (18.58)Net Profit before Extraordinary items 36.16 21.33 (26.58) (22.68) (107.16)Extra-ordinary Items (net of tax) 12.99 4.25 10.97 - -Net Profit after Extra Ordinary Items 23.17 17.08 (37.55) (22.68) (107.16)Prior Period Expenses/ (Income) - - (0.20) - -Net Profit after Prior Period Items 23.17 17.08 (37.35) (22.68) (107.16)Minority Interest 1.64 3.75 1.54 0.16 (4.65)Net Profit after Minority Interest 21.53 13.33 (38.89) (22.84) (102.51) Less: Appropriations Proposed Dividend on Preference Shares 0.54 - - - -Proposed Dividend on Equity Shares 5.19 - - 2.70 -Corporate Dividend Tax 0.74 - - 0.46 -Interim Dividend on Equity Shares (Subsidiary Company) - - - - -Final Dividend on Equity Shares (Subsidiary Company) - 0.41 - 1.47 -Prior Period Adjustments (net of Minority's Share) - - - (1.50) (0.38) Transfer to General Reserve 1.75 - - 0.81 -Transfer from Debenture Redemption Reserve (2.71) - - - -Transfer to Capital Redemption Reserve 14.50 - - - - Balance Profit brought forward from the Previous Year 8.46 9.98 22.90 (15.99) (42.77) Balance Carried Forward To Balance Sheet as Restated 9.98 22.90 (15.99) (42.77) (145.66)

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Annexure III Piramal Glass Limited (Consolidated) Cash Flow Statement

Rs. In Crs Year ended

March 31, 2005

Year ended March 31,

2006

Year ended March 31,

2007

Year ended March 31,

2008

Year ended March 31,

2009A CASH FLOW FROM OPERATING

ACTIVITIES

Net Profit Before Tax 33.89 26.81 (13.89) (12.46) (125.75) Adjustments for : Add/ (Less) : (Profit)/ Loss on Sale of Fixed Assets 0.33 0.03 0.05 0.62 (1.28) Profit on Sale of Investment - (14.81) Deferred Revenue Exp. 0.55 0.38 0.99 - Depreciation 42.26 51.86 43.15 69.32 89.25 Interest 19.29 19.66 34.76 67.15 131.36 Provision for Gratuity - 1.07 0.33 0.52 Miscellaneous write offs - - - - Dividend Income - - Technical Fees - - Exceptional Items 12.99 - Operating Profit Before Working Capital

Charges 109.31 85.00 65.39 125.15 93.58

Adjustments for Changes in Working Capital: (Increase)/ Decrease in Inventories (7.58) (59.85) (21.30) (69.91) (72.71) (Increase)/ Decrease in Sundry Debtors (22.41) (53.39) (23.71) (61.22) (67.00) (Increase)/ Decrease in Loans & Advances 4.62 (17.27) (67.99) (10.29) 44.07 Increase/ (Decrease) in Trade Payables & Other

Liabilities 4.44 12.14 31.54

48.50 (20.61) Increase/ (Decrease) in Other Provisions 0.64 8.88 36.97 (11.07) (2.99) Cash Generated From Operations 89.02 (24.49) 20.90 21.16 (25.66) Gratuity & Leave Paid - (0.70) (0.15) (0.18) Direct Tax Paid Less refund received (3.40) (10.34) (11.75) (3.34) 0.41 Cash Flow before Extraordinary Items 85.62 (35.53) 9.00 17.64 (25.25) Exceptional Items (12.99) - Prior Period Income - - 0.20 - Net Cash from Operating Activities 72.63 (35.53) 9.20 17.64 (25.25) B CASH FLOW FROM INVESTING

ACTIVITIES

Purchase of Fixed Assets/ WIP (26.40) (112.44) (200.22) (298.51) (164.47) Sale of Fixed Assets 1.65 0.28 0.60 0.12 9.75 Investments in shares of Subsidiary Companies - - - Sale of Investment - 25.16 - - Interest Received - - - - Dividend Received - - - - Technical Fees Received - - - - Net Cash from Investing Activities (24.75) (87.00) (199.62) (298.39) (154.72) C CASH FLOW FROM FINANCING

ACTIVITIES

(Repayment)/ Proceeds From Borrowings (6.67) 155.07 221.67 336.87 315.79 Preference Shares Redeemed (14.50) - - - Preference Shares Issued - - - - Proceeds from Right Issue - Subsidiary

Company - - - 11.07

Preference Dividend Paid (Including Tax Thereon)

(0.61)

Equity Dividend - Subsidiary Company (4.74) (6.69) (3.76) (1.47) (0.38) Interest Paid (21.26) (15.70) (37.22) (64.67) (132.23) Principal Payment under Finance Lease

Liabilities (0.70) (0.07) (0.06) (0.07)

127

Net Cash from Financing Activities (48.48) 132.61 180.63 281.73 183.18 NET INCREASE IN CASH & CASH

EQUIVALENTS (A+B+C) (0.60) 10.08 (9.79)

0.98 3.21 Increase/(Decrease) in Cash Flow on account of

Exchange Fluctuation 0.68 (0.72) 3.99

1.51 0.08 CASH & CASH EQUIVALENTS

(OPENING BALANCE) 2.42 2.50 11.86

6.06 8.55 CASH & CASH EQUIVALENTS

(CLOSING BALANCE) 2.50 11.86 6.06

8.55 11.84

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Annexure IV Piramal Glass Limited (Consolidated) Significant Accounting Policies A. Basis of Accounting:

The financial statements are prepared under the historical cost convention and comply with the applicable Accounting Standards in the country of incorporation except for: i. the revaluation of certain property, plant & machinery of Piramal Glass Ceylon PLC (Formerly known as

Ceylon Glass Company Limited). Consequent to the revaluation the book value of fixed assets has increased by Rs. 38.61 crores; and

ii. assets and liabilities acquired by Piramal Glass USA Inc. (Formerly known as Gujarat Glass International Inc, USA), accounted at its estimated fair value.

B. Principles of Consolidation:

1. The Consolidated Financial Statements comprises the financial statements of Piramal Glass Ltd. (the Company) and its Subsidiaries (collectively known as the ‘Group’). The consolidated financial statements have been prepared on the following basis in line with Accounting Standard - 21 Consolidated Financial Statements issued by ICAI. a. The financial statement have been combined on a line by line basis by adding together book values

of like items of assets, liabilities, income and expenses after fully eliminating intra-group balances and transactions and unrealized profit/losses resulting from intra group transactions related to transfer of assets/liabilities.

b. The difference between the costs of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognized in the financial statements as Goodwill or Capital Reserve as the case may be.

c. Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to the shareholders of the Company.

d. Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in consolidated balance sheet separate from liabilities and the equity of the Company’s shareholders.

2. While preparing Consolidated Financial Statements, the foreign exchange adjustments have been carried out

on following basis, as per Accounting Standard 11 – Accounting for effects of changes in Foreign Exchange Rates. a. The summarized revenue and expense transaction at the year-end reflected in profit and loss

account of the foreign subsidiaries, which are stated in the currency of their domicile, are translated into Indian Rupees at an average of Average Monthly Exchange Rate.

b. All monetary and non-monetary items reflected in the balance sheet of the foreign subsidiaries which are stated in the currency of their domicile, are translated into Indian Rupees at the year-end closing exchange rate except for fixed assets and share capital in case of integral foreign subsidiaries, which are converted at the exchange rate prevailing on acquisition / transaction date.

c. The resultant translation exchange gain/loss in case of Non-integral foreign operations is disclosed as Foreign Exchange Translation Reserve in Reserves & Surplus schedule to the accounts. In case of integral foreign operations as the translation exchange gain / loss is recognized in the Consolidated Profit & loss account.

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C. Other Significant Accounting Policies

1. Depreciation on fixed assets

Piramal Glass Ceylon Plc (formerly known as Ceylon Glass Company Limited)

Depreciation is calculated by using straight line method/ diminishing balance method on the cost or valuation of all property, plant and equipment other than freehold land in order to write off such amounts over the estimated useful lives.

Piramal Glass International Inc. (formerly known as GG USA Inc.)

Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset.

Piramal Glass USA Inc. (formerly known as Gujarat Glass International Inc.)

Depreciation is provided over the estimated useful life of the assets using the straight-line methods.

Piramal Glass UK Limited

Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset.

2. The other significant accounting policies are set out under “Significant Accounting Policies” as given in the

unconsolidated financial statements of Piramal Glass Limited and its subsidiaries.

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Annexure V Piramal Glass Limited (Consolidated)

Notes to the Restated Financial Statements

1. The subsidiary companies considered in the consolidated financial statements are:

Name of the Company

Country of Incorporation

% voting power

held as at 31st

March 2005

% voting power

held as at 31st

March 2006

% voting power

held as at 31st

March 2007

% voting power

held as at 31st

March 2008

% voting power

held as at 31st

March 2009

Piramal Glass Ceylon Plc Sri Lanka 83.76% 53.76% 53.76% 56.45% 56.45% Piramal Glass USA Inc. U.S.A. - 100% 100% 100% 100% Piramal Glass Flat River LLC U.S.A. - 100% 100% 100% 100% Piramal Glass Williamstown LLC U.S.A. - 100% 100% 100% 100% Piramal Glass UK Limited U.K. - 100% 100% 100% 100% Piramal Glass International Inc., USA U.S.A. 100% 100% 100% 100% 100%

2. Contingent Liability in respect of:

Particulars

As AtMar.

31,2005

As AtMar.

31,2006

As At Mar.

31,2007

As At Mar.

31,2008

As At Mar.

31,2009 i. Estimated amount of contracts remaining to be executed

on Capital account 15.50 20.68 3.49 10.91 5.39

ii. Disputed Liability 1. Central Excise Authorities 0.35 0.52 0.53 0.50 0.36 2. Sales Tax Authorities - 3.48 7.21 1.96 9.89

iii. Counter Guarantees issued to Banks & Others 2.48 3.27 1.60 20.71 21.95 iv. The Company has provided Corporate Guarantees and

has given pari passu charge on the entire fixed assets (movable & immovable) both present & future (except assets having exclusive charge) of the Company situated at Jambusar & Kosamba, to EXIM Bank of India for Term Loan of US$ 30 millions and UTI Bank, Singapore for Credit facility of US$ 20 millions (by way of Term Loan of US$ 18 millions and a letter of Credit facility of US$ 2 millions) granted to the wholly owned subsidiary in USA viz. Piramal Glass – USA Inc. (erstwhile Gujarat Glass International Inc., USA)

- - 173.73 200.60

263.94

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3. Related Party Disclosures: a) Subsidiaries Companies

Piramal Glass Ceylon PLc., Sri Lanka (erstwhile Ceylon Glass Company Ltd.) Piramal Glass International Inc., USA (erstwhile Gujarat Glass USA Inc.) Piramal Glass UK Ltd., UK Piramal Glass - USA, Inc., USA (erstwhile Gujarat Glass International Inc., USA) Piramal Glass Flat River LLC, USA (erstwhile GGI Flat River LLC, USA) Piramal Glass Williamstown LLC, USA (erstwhile GGI Williamstown LLC, USA)

b) Associates

Piramal HealthCare Ltd. Piramal Enterprises Ltd. PHL Pharma Inc. Alpex International Ltd. Morarjee Realities Ltd. Morarjee Textiles Ltd. Thundercloud Technologies Boots Piramal Pvt. Ltd. c) Key management personnel

Mr. Ajay Piramal Mr. Vijay Shah Dr. Swati Piramal Mr. S. M. Kulkarni Mrs. Urvi Piramal Details of Transactions with Associates are as below:

Associates Nature of the Transaction

March 31, 2005

March 31, 2006

March 31, 2007

March 31, 2008

March 31, 2009

Transactions during the years ended Purchase of Goods/Services/Assets 0.14 - - 1.76 1.44Sales of Goods 14.58 15.86 21.62 23.15 21.38Reimbursement of exp. Recd. 0.12 - 0.07 0.01 0.05Reimbursement of exp. Paid. 0.69 3.15 3.52 0.42 1.52Corporate Service Charges - - 4.17 4.26 4.18System Service Charges 0.21 0.06 - - -Outstanding Payable - 0.05 - - -Outstanding Receivable 2.23 2.43 2.42 2.93 3.82

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Details of Transactions with Key Management Personnel are as below:

Key Management Personnel

Nature of the Transaction March 31, 2005March 31,

2006March 31,

2007March 31,

2008 March 31,

2009Transactions during the years ended Remuneration 1.43 0.98 0.97 1.38 1.70 Loan (0.04) - - - - Balances as at year end Outstanding Receivable 0.32 - - - - 4. Major Components of Deferred Tax Assets/ (Deferred Tax Liabilities):

Rs. in Crs.

As at 31st

March 2005As at 31st

March 2006As at 31st

March 2007As at 31st

March 2008 As at 31st

March 2009Deferred Tax Liability Excess of net block over WDV as per the provisions of the Income Tax Act 1961 36.90 34.10 41.85 55.45 58.89Total 36.90 34.10 41.85 55.45 58.89 Deferred Tax Assets Unabsorbed Depreciation 9.04 5.79 5.05 11.50 30.46Provision for gratuity & leave encashment 0.37 0.50 0.97 0.57 0.25Provision for Doubtful Debts - - 1.44 2.58 1.99Disallowance u/s 43B 0.31 0.30 0.25 0.48 0.50Provision for non-moving inventory - 0.83 0.86 1.33 2.52MAT Credit u/s 115JB - 2.62 8.02 10.94 5.51Exchange Loss on Fixed Assets - - - - 8.09Deduction u/s 35DD - - - - 0.31Total 9.72 10.04 16.59 27.40 49.63 Net Deferred Tax Liability 27.18 24.06 25.26 28.05 9.26

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5. Important Notes for various years: a) For year ended 31st March 2005:

I. Fire occurred on 28th October, 2004, at the administrative office of the Company at Mumbai and destroyed office equipments and most of the records of the Company, including physical books of accounts, documentary evidences and other relevant records pertaining to previous financial years and the current period. As a result, the accounts of the Company have been compiled on the basis of soft copies of records and/or additional documentary evidences recompiled from suppliers, customers, banks, financial institutions, etc.

II. The Piramal Glass Ceylon Plc (formerly known as Ceylon Glass Company Limited), the subsidiary had

issued bonus shares in the ratio of one ordinary share for every ordinary share held, by capitalizing Rs.6.23 crores of share premium and Rs.5.92 crores of Revaluation Reserve during financial year 2004-05.

b) For the year ended 31st March 2006:

I. Pursuant to an agreement dated October 6, 2005, the Company has acquired specific assets of the Cosmetic molded glass products division of The Glass Group (Inc.) USA through its wholly owned subsidiary Company viz. Piramal Glass USA Inc. (Gujarat Glass International Inc. (GGI)) for a consideration of US$20.15 million. Accordingly effective October 24, 2005 property, equipments of the said business along with inventory as on that date were transferred to the Piramal Glass USA Inc. The acquisition gives the Company access to the manufacturing facilities as well as marketing rights of supply of the Glass Containers products in the Northern American market.

Assets Acquired Rs. In Crores Inventories 51.90 Prepaid Expenses 3.29 Property & Equipments 8.88 Land and Buildings 26.74 Vehicles 0.42 Total Assets Acquired 91.23 Liabilities Assumed Accrued vacation pay 2.22 Accrued health benefits 4.60 Others 0.10 Total liabilities assumed 6.92 Total Consolidated assets acquired 84.31

II. The Company has acquired certain assets of the International Bottle Company Limited, UK through its

wholly owned subsidiary Company viz. Piramal Glass UK Ltd for a consideration of GBP 0.11 million. The acquisition gives the Company access to the designing/ decoration facilities of Glass Container products in the European market.

III. Subsequent to the acquisition of the subsidiaries as given in the note I & II herein above, the

management has made strategic business plan to take full advantage of the global opportunities in the field of cosmetic and perfumery glass container packaging activities and is hopeful to turnaround the present scenario. Looking to the emerging market, the management is of the opinion that the losses incurred by these subsidiaries namely Piramal Glass USA Inc. (erstwhile Gujarat Glass International Inc.) and Piramal Glass UK Ltd. during the period under review is temporary in nature and situation is likely to turnaround in due course.

IV. The results of the current financial year are not comparable with the previous year figures as the current

financial year:

- Includes operations of Piramal Glass USA Inc. (formerly known as Gujarat Glass International Inc.) pursuant to its acquisitions of certain assets from The Glass Group Inc. USA

- Includes operations of Piramal Glass UK Limited, UK pursuant to its acquisition of certain assets from The International Bottle Company Ltd., UK.

c) For the year ended 31st March 2007:

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I. The company has ceased to be a Private limited company and has become a Public limited company effective from 6th March 2007.

II. In order to achieve strategic cost benefit, the decoration plant in UK has been shifted to India in the

Month of March 2007, and as a consequence Piramal Glass UK Limited has incurred a loss on sale of assets GBP 0.10 million (equivalent to Rs.0.88 crores).

III. The results of the current financial year is not comparable with the previous year figures as the Previous

financial year:

- Includes operations of only six months from October 2005 to March 2006 of Piramal Glass USA Inc. (formerly known as Gujarat Glass International Inc.), pursuant to its acquisition of certain assets of The Glass Group Inc. USA.

- Includes operations of only nine months from July 2005 to March 2006 of Piramal Glass UK Limited, pursuant to its acquisition of certain assets of International Bottle Company Ltd. UK.

d) For the year ended 31st March 2008:

I. The Scheme of Arrangement and Amalgamation of Kojam Fininvest Ltd, (“Kojam”) with the Company (“Scheme”) as approved by the shareholders of the both the Companies, was sanctioned by respective High Courts at Bombay and Ahmadabad by Orders dated 10th August, 2007 and 27th August, 2007 respectively and became effective from 20th September, 2007.

Pursuant to the Scheme 9317000 equity shares of the Company held by Kojam stood cancelled and the Company has allotted 10000000 equity shares of Rs.10/- each on 11th October, 2007 credited as fully paid up to the shareholders of Kojam in the ratio of 1 share for every 1 equity share held by them in Kojam. Consequently, the Companies Shares Capital stood increased to Rs.17,98,30,000/-.

The details of Assets acquired and Liabilities assumed are accounted by Pooling of Assets method and as per the scheme, the resultant deficit of Rs. 0.83 crores is adjusted in Share Premium account.

Particulars Rs. In Crores Assets Investments 9.69 Goodwill 0.03 Other Current Assets 0.09 Liabilities Other Liabilities 0.23

135

Annexure VI Piramal Glass Limited (Consolidated) Statement of Investments

Rs. in Crs.

Particulars As at 31st

March 2005As at 31st

March 2006As at 31st

March 2007As at 31st

March 2008 As at 31st

March 2009Aggregate book value of quoted investments 0.01 0.01 0.01 0.01 0.01Aggregate market value of quoted investments - - - - -Aggregate book value of unquoted investments - - - - -

136

Annexure VII Piramal Glass Limited (Consolidated) Details of Sundry Debtors

Rs. in Crs.

Particulars As at 31st

March 2005As at 31st

March 2006As at 31st

March 2007As at 31st

March 2008

As at 31st March

2009Debts outstanding for a period exceeding six months

a. Considered good 13.35 2.45 9.97 27.17 53.07b. Considered doubtful 2.59 3.03 5.05 5.23 6.44 Other debts c. Considered good 51.58 115.25 130.61 174.63 216.60d. Considered doubtful - 0.17 0.01 - - Less: Provision for doubtful debts (2.59) (3.21) (5.07) (5.23) (7.31) Total 64.93 117.69 140.57 201.80 268.80Above includes following debtors from promoter & promoter group

e. Debts outstanding for a period exceeding six months

0.43 0.20 0.04 0.16 0.20

f. Other debts 1.09 2.22 2.38 2.77 3.62Total 1.52 2.42 2.42 2.93 3.82Note: None of the beneficiaries of sundry debtors are related to the Directors of the Company.

137

Annexure VIII Piramal Glass Limited (Consolidated) Details of Secured Loans

Rs. in Crs.

Particulars As at 31st

March 2005As at 31st

March 2006As at 31st

March 2007As at 31st

March 2008 As at 31st

March 2009Non Convertible Debentures 13.05 7.94 2.79 - -Foreign Currency Loan from Bank 18.93 63.67 133.64 370.25 442.10Cash Credit from Banks 45.78 24.10 40.40 45.66 34.57Rupee Term Loan from Financial Institutions 185.70 247.16 214.56 20.00 -Buyers Credit - - 29.43 51.48 46.27Packing Credit - - - - 9.20Total 263.46 342.87 420.82 487.39 532.14

Notes: a) As at 31st March 2009, Cash Credit facilities including packing credit in foreign currency are secured by

Hypothecation of current assets namely, stocks, bills receivables and book debts and all other movables, both present and future, of the Company.

b) The loans obtained by parent company, viz. Piramal Glass Ltd and its subsidiary viz. Piramal Glass USA Inc. are

Secured by mortgage and first charge of immovable properties of the Company, both present and future. They are further secured by hypothecation of all movables and movable machinery, machinery spares and accessories, both present and future, subject to prior charge created/ to be created in favour of banks for securing the borrowing for working capital facilities.

The term loan obtained by the subsidiary viz. Piramal Glass USA Inc. from AXIS Bank is further secured by an exclusive first charge on stock and receivables of the same subsidiary. The loans obtained by subsidiary company, viz. Piramal Glass Ceylon PLC (Formerly known as Ceylon Glass Company Ltd.) are secured by mortgage and first charge of the properties of the company at Rathmalana and Horana location.

c) As at 31st March 2009, loans under Buyers Credit are secured by an exclusive charge on the assets and equipments

procured under the facility.

138

Annexure IX Piramal Glass Limited (Consolidated) Details of Unsecured Loans

Rs. in Crs.

Particulars As at 31st

March 2005As at 31st

March 2006As at 31st

March 2007As at 31st

March 2008 As at 31st

March 2009Short Term Loans from Banks and Financial Institutions 41.66 113.87 157.59 452.98 724.06Long Term Loan - - 100.00 75.00 75.00Finance Leases 0.42 0.35 0.27 0.18 0.14Sales Tax Deferment loan 22.22 25.73 25.73 25.73 25.73Total 64.30 139.95 283.59 553.89 824.93

139

Annexure X Piramal Glass Limited (Consolidated) Details of Loans & Advances

Rs. in Crs.

Particulars As at 31st

March 2005As at 31st

March 2006As at 31st

March 2007As at 31st

March 2008 As at 31st

March 2009Advances recoverable in cash or in kind or for value to be received

7.92 12.05 67.65 75.92 47.36

Advance payments of income-tax 13.44 5.94 8.14 8.98 0.94Security/Other deposits 2.21 10.25 15.59 14.08 15.42Employee loans 2.34 2.28 2.09 1.59 1.58Others 3.91 9.06 16.20 20.35 11.56Total 29.82 39.58 109.67 120.92 76.86 The above includes the following loans and advances to the promoter group

Advances recoverable in cash or in kind or for value to be received

- - - - -

Security/Other Deposits - 1.72 1.72 1.72 1.72Total - 1.72 1.72 1.72 1.72

140

Annexure XI Piramal Glass Limited (Consolidated) Details of Other Income

Rs. in Crs.

Sources Of Income March 31st

2005March 31st

2006March 31st

2007March 31st

2008 March 31st

2009Recurring Income from Windmill 0.79 0.69 0.84 0.74 0.96 Export Incentive - - 2.87 3.07 5.24 Mould Recovery - - 1.73 2.38 3.10 Claims & Refunds - - 2.41 0.31 0.70 Exchange Gain - - 0.15 3.38 - Sales Tax Remission - - 2.76 2.08 2.66 Miscellaneous Income 3.00 8.02 1.52 2.54 2.10 Scrap Sales - - 2.54 3.23 3.66 Interest on Deposit 0.08 0.01 - - 0.21 Interest on Income Tax Refund - - - - - Income from other investments 0.01 0.01 - - -Non Recurring - Gas Compression Charges - - 4.79 4.53 - Profit on sale of fixed asset - - - - 2.25 Gain on sale of Investments - 14.81 - - - 3.88 23.54 19.61 22.26 20.88

141

Annexure XII Piramal Glass Limited (Consolidated) Statement of Accounting Ratios

Particulars

As on 31st March

2005

As on 31st March

2006

As on 31st March

2007

As on 31st March

2008

As on 31st

March2009

Earnings per share (Rs.) 12.09 7.70 (22.48) (12.70) (57.00)Return on net worth (%) 11.1% 6.1% -20.9% -11.7% -116.4%Net Asset Value per Equity Share (Rs.) 111.71 126.80 107.40 108.80 48.97Weighted Average number of Equity Shares Outstanding during the year/period

17,300,000 17,300,000 17,300,000 17,983,000 17,983,000

Total Number of shares outstanding at the end of the year / period

17,300,000 17,300,000 17,300,000 17,983,000 17,983,000

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Annexure XIII Piramal Glass Limited (Consolidated) Capitalisation Statement

(Rs. In Crores) Particulars Pre-Issue (As at 31st Mar 2009) Post Issue*Short Term Debt 973.16 973.16 Long Term Debt 383.91 383.91 Total Debt 1,357.07 1,357.07 Shareholders' Funds - Share Capital 17.98 80.92 - Reserves 70.08 195.96 Total Shareholders' Funds 88.06 276.88 Long Term Debt/Equity 4.36:1 1.39:1 Total Debt/Equity Ratio 15.41:1 4.90:1 * Note: It is assumed that the post issue Short term Debt and Long Term Debt shall be same as of Pre issue (as at 31st March, 2009) for the accounting ratios Viz., i. Long term Debt: Equity, ii. Total Debt: Equity

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STANDALONE FINANCIAL STATEMENTS

Auditors Report The Board of Directors, Piramal Glass Limited. Nicholas Piramal Tower Ganpatrao Kadam Marg Lower Parel Mumbai – 400013 Dear Sirs, 1. We have examined the financial information of Piramal Glass Limited (‘the Company’), (as set out in

Annexure I to IV attached to this report) stamped and initialed by us for identification, which has been prepared in line with Paragraph B (1) - Part II of Schedule II of ‘the Companies Act, 1956’ of India (‘the Act’) and amendments thereof and the Securities and Exchange Board of India (Disclosure and Investors Protection) Guidelines 2000 (hereinafter referred to as ‘the SEBI Guidelines’) and related clarifications issued by SEBI as amended to date, to the extent applicable and the guidance note on Reports in Company Prospectuses (Revised) issued by the Institute of Chartered Accountant of India and in the accordance with our engagement letter dated February 1, 2009, setting out inter alia the scope of work relating to the Letter of Offer being issued by the Company in connection with its proposed Rights Issue (hereinafter referred to as ‘the Rights Issue’).

2 Financial Information as per the audited financial statements

2.1 We have examined the attached restated Statement of Assets and Liabilities of the Company (Annexure I) as at March 31, 2009, March 31, 2008, March 31, 2007, March 31, 2006 and March 31, 2005 and the related restated Statement of Profit and Loss (Annexure II) and also the Cash Flow Statement (Annexure III) for the years ended March 31, 2009, March 31, 2008, March 31, 2007, March 31, 2006 and March 31, 2005 collectively hereinafter referred to as ‘Summary Statements’ together with Significant Accounting Policies and Notes to the Restated Financial Statements set out in Annexure IV & V respectively.

These Summary Statements have been extracted from the financial statements of the Company for the respective years all of which have been audited by us, approved by the Board of Directors and adopted by the Members of the Company.

2.2 Based on our examination of the aforesaid Summary Statements, we confirm that:

2.2.1 there are no restatements which are required to be made in the Summary Statements

with retrospective effect to reflect the significant accounting policies (Annexure IV) as adopted by the Company.

2.2.2 there are no material adjustments relating to previous years, which need to be

adjusted in Summary Statement in the period to which they relate.

2.3 We have examined the following financial information relating to the Company and as approved by the Board of Directors for the purpose of inclusion in the Offer Document:

ix) Statement of Investments (Annexure VI) x) Details of Sundry Debtors (Annexure VII) xi) Details of Secured Loans (Annexure VIII) xii) Details of Unsecured Loans (Annexure IX) xiii) Details of Loans & Advances (Annexure X) xiv) Details of Other Income (Annexure XI) xv) Accounting Ratios (Annexure XII) xvi) Capitalization Statement (Annexure XIII) xvii) Statement of Dividend (Annexure XIV) xviii) Tax Shelter Statement (Annexure XV)

144

3. We have issued a report of even date on our examination of the restated Consolidated Statement of

Assets and Liabilities of the Company and its subsidiaries as at March 31, 2009; March 31, 2008; March 31, 2007; March 31, 2006 and March 31, 2005 and related restated Statement of Consolidated Statement of Profits and Losses and Cash Flow Statement for the years ended March 31, 2009; March 31, 2008; March 31, 2007; March 31, 2006, and March 31, 2005 together with the notes thereon and attached thereto including the significant accounting.

4. There are no extra-ordinary items which need to be discussed separately in the restated financial

statements.

There are no qualifications in the audit reports which require any adjustment to the Restated Summary Statements. There have been no changes in accounting policies adopted by the Company and no adjustments were required as a result.

5. In our opinion, the financial information of the Company, as attached to this report, as mentioned in

paragraph 2 above, after making groupings / adjustments have been prepared in line with Paragraph B (1) – Part II of Schedule II of the Act and the SEBI Guidelines.

6. This report is intended solely for your information and inclusion in the Letter of Offer in connection

with the proposed Rights Issue of the company and is not to be used, referred to or distributed for any other purpose without our prior written consent.

Hitesh J. Desai Partner M. No. 37569 Haribhakti & Co., Chartered Accountants Reg. No. 118013WPlace: Mumbai Date: July 21, 2009

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Annexure I Piramal Glass Limited (Standalone) Statement of Assets and Liabilities (As Restated)

Rs. In Crs

Particulars

As onMarch 31,

2005

As onMarch 31,

2006

As on March 31,

2007

As on March 31,

2008

As onMarch 31,

2009 Fixed Assets : Gross Block 606.52 661.24 819.09 972.91 1016.63Less Depreciation (211.43) (255.72) (290.76) (308.21) (373.00)Net Block 395.09 405.52 528.33 664.70 643.63Capital Work in Progress 1.23 13.96 32.82 22.25 11.77Less : Revaluation Reserve - - - - -Net Block after adjustment for Revaluation Reserve 396.32 419.48 561.15 686.95 655.40 Investments 29.01 42.58 42.58 58.85 58.85 Current Assets, Loans and Advances : Inventories 58.27 51.64 50.37 94.20 132.12Sundry Debtors 50.23 66.77 106.94 182.14 232.23Cash and Bank Balances 1.91 4.06 3.73 1.26 2.13Loans and Advances 31.96 54.14 107.73 124.97 155.48 Liabilities and Provisions : Deferred Tax Liability (Net) 19.84 17.65 21.12 27.33 8.44Secured Loans 250.06 225.83 249.46 180.80 127.33Unsecured Loans 62.37 139.43 255.93 551.51 784.16Current Liabilities and Provisions 51.10 41.34 95.24 125.03 106.92 Net Worth 184.33 214.42 250.75 263.70 209.36 Represented by Share Capital 17.30 17.30 17.30 17.98 17.98 Reserves* 167.03 197.12 233.45 245.72 191.38Less : Revaluation Reserve - - - - -Reserves (Net of Revaluation Reserves) 167.03 197.12 233.45 245.72 191.38 Net Worth 184.33 214.42 250.75 263.70 209.36 The accompanying significant accounting policies and notes to restated financial statements are an integral part of this statement. *Break-up of Reserves Particulars

March 31st2005

March 31st2006

March 31st2007

March 31st 2008

March 31st 2009

Share Premium Account 108.35 108.35 108.35 107.52 107.52 Debenture Redemption Reserve - - - - - Capital Redemption Reserve # 49.00 49.00 49.00 49.00 49.00 General Reserve 5.05 5.05 5.05 5.86 5.86 Profit and Loss Account 6.00 35.71 71.05 83.34 28.99 Miscellaneous Expenditure (1.37) (0.99) - - - Total 167.03 197.12 233.45 245.72 191.37 # towards redemption of redeemable preference shares in accordance with Section 80 of the Companies Act, 1956

146

Annexure II Piramal Glass Limited (Standalone) Statement of Profits and Losses (As Restated)

Rs. In Crs

Year ended

March 31, 2005

Year ended

March 31, 2006

Year ended

March 31, 2007

Year ended

March 31, 2008

Year ended

March 31, 2009

Income Sales: of Products manufactured by the company 279.94 309.90 381.41 464.99 581.82of Products traded by the company - - - - -Total 279.94 309.90 381.41 464.99 581.82Other Income 9.99 28.88 22.33 26.63 21.84Increase/(Decrease) in Inventories 10.86 (8.11) (1.91) 24.18 30.06 300.79 330.67 401.83 515.80 633.72Expenditure Raw Material Consumed 65.03 69.50 84.21 115.88 168.46Staff Cost 30.88 32.57 39.02 56.64 67.70Other Manufacturing Expenses 59.73 73.24 91.92 125.95 156.09Administration Expenses 21.57 26.52 24.47 29.80 95.90Selling and Distribution Expenses 31.07 34.51 57.60 65.06 68.61Interest 18.01 14.74 21.37 43.70 84.41Depreciation 38.25 44.59 35.14 53.01 65.50Net Profit before tax and Extraordinary items 36.25 35.00 48.10 25.76 (72.95)Taxation 5.87 1.45 9.26 9.50 (18.60)Net Profit before Extraordinary items 30.38 33.55 38.84 16.26 (54.35)Extra-ordinary Items (net of tax) 12.99 3.84 3.50 - -Net Profit after Extra Ordinary Items 17.39 29.71 35.34 16.26 (54.35) Less: Appropriations Proposed Dividend on Preference Shares 0.54 - - - -Proposed Dividend on Equity Shares 5.19 - - 2.70 -Corporate Dividend Tax 0.74 - - 0.46 -Transfer to General Reserve 1.75 - - 0.81 -Transfer from Debenture Redemption Reserve (2.71) - - - -Transfer to Capital Redemption Reserve 14.50 - - - - Balance Profit brought forward from the Previous Year 8.62 6.00 35.71 71.05 83.34 Balance Carried Forward To Balance Sheet as Restated 6.00 35.71 71.05 83.34 28.99 The accompanying significant accounting policies and notes to restated financial statements are an integral part of this statement.

147

Annexure III Piramal Glass Limited (Standalone) Cash Flow Statement (As Restated)

(Rs. In Crores) Year

ended March 31,

2005

Year ended

March 31, 2006

Year ended

March 31, 2007

Year ended

March 31, 2008

Year ended

March 31, 2009

A CASH FLOW FROM OPERATING ACTIVITIES Net Profit Before Tax 23.26 31.15 44.61 25.76 (72.94) Adjustments for : Add/ (Less) : (Profit)/ Loss on Sale of Fixed Assets 0.33 0.07 0.05 0.62 0.91 Deferred Revenue Exp. 0.55 0.38 0.99 - - Depreciation 38.25 44.59 35.04 53.01 65.50 Interest Paid 18.01 14.74 21.37 43.70 84.42 Interest Received (0.06) - - - - Gain on Sale of Investment (14.81) - - - Dividend Income (4.30) (2.25) (0.40) (1.60) (0.43) Technical Fees (2.74) (3.36) (3.40) (3.82) (3.00) Interest on Deposit - - - - - Exceptional Items 12.99 3.85 3.50 - - Operating Profit Before Working Capital Charges 86.29 74.36 101.76 117.67 74.46 Adjustments for Changes in Working Capital : (Increase)/ Decrease in Inventories (5.04) 6.64 1.29 (43.84) (37.93) (Increase)/ Decrease in Sundry Debtors (20.84) (16.54) (39.76) (73.62) (50.08) (Increase)/ Decrease in Loans & Advances 2.64 (29.68) (51.87) (16.67) (33.34) Increase/ (Decrease) in Trade Payables & Other Liabilities

3.56 2.79 19.72 31.12 (22.73) Increase/ (Decrease) in Other Provisions 4.23 1.04 27.40 (22.78) 10.16 Cash Generated From Operations 70.84 38.61 58.54 (8.12) (59.46) Direct Tax Paid Less refund received (3.10) (4.38) (1.72) (0.48) 0.42 Cash Flow before Extraordinary Items 67.74 34.23 56.82 (8.60) (59.04) Extraordinary Items (12.99) (3.85) (3.50) - - Net Cash from Operating Activities 54.75 30.38 53.32 (8.60) (59.04) B CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets/ WIP (14.28) (68.06) (177.37) (166.52) (35.11) Sale of Fixed Assets 0.35 0.25 0.60 0.11 0.24 Investments in shares of Subsidiary Companies - (23.92) - (16.27) - Sale of Investment - 25.16 - - - Interest Received 0.06 - - - - Dividend Received 4.30 2.25 0.40 1.60 0.43 Technical Fees Received 3.32 3.36 2.99 2.23 - NET CASH FROM INVESTING ACTIVITIES (6.25) (60.96) (173.38) (178.85) (34.44) C CASH FLOW FROM FINANCING ACTIVITIES (Repayment)/ Proceeds From Borrowings (8.77) 52.22 140.12 226.92 179.20 Preference Shares Redeemed (14.50) - - - - Preference Shares Issued - - - - Preference Dividend Paid (0.61) - - - - Equity Dividend Paid (3.90) (5.86) - - - Interest Paid (19.98) (14.23) (20.38) (41.95) (84.85) NET CASH USED IN FINANCING ACTIVITIES (47.76) 32.13 119.74 184.97 94.35

148

Year ended

March 31, 2005

Year ended

March 31, 2006

Year ended

March 31, 2007

Year ended

March 31, 2008

Year ended

March 31, 2009

NET INCREASE IN CASH & CASH EQUIVALENTS

(A+B+C) 0.74 1.55

(0.32) (2.48)

0.87 CASH & CASH EQUIVALENTS (OPENING

BALANCE) 1.76 2.51

4.06

3.74 1.26 CASH & CASH EQUIVALENTS (CLOSING

BALANCE) 2.50 4.06

3.74

1.26 2.13

Notes: 1. The above cash flow has been prepared under the Indirect Method as setout in the Accounting Standard - 3 on Cash

Flow Statements issued by the Institute of Chartered Accountants of India. 2. The previous year figures have been regrouped wherever necessary in order to confirm to this years presentation. 3. Figures in brackets reflect cash outflows

149

Annexure IV Piramal Glass Limited (Standalone) Significant Accounting Policies 1 ACCOUNTING ASSUMPTION

The financial statements are drawn up in accordance with the historical cost convention on accrual basis and comply with the accounting standards referred to in Sec 211 (3C) of the Companies Act, 1956.

2 FIXED ASSETS

All fixed assets are stated at cost of acquisition less accumulated depreciation and impairment loss, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use. In the case of fixed assets acquired for new projects / expansions, interest cost on borrowing and other related expenses up to the date of commercial production incurred towards acquiring fixed assets are capitalized.

3. IMPAIRMENT

a. As per the Accounting Standard 28 ‘Impairment of Assets’, the Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash-generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the Profit & Loss account.

b. A previously recognized impairment loss is increased or reversed depending on changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.

c. On the basis of above, none of the assets of the Company are required to be impaired. 4. DEPRECIATION

Depreciation on all fixed assets is provided on straight-line method at the rate specified in Schedule XIV of the Companies Act, 1956. Depreciation on additions / deletions is provided on pro-rata basis to the months of additions / deletions.

5 INVESTMENTS

Investments are classified as long-term investments and are stated at cost. Diminution in value, if any, which is of a temporary nature, is not provided.

6 VALUATION OF INVENTORIES

Raw materials, Stores & spares, Moulds and Packing Materials are valued at weighted average cost. Work in progress and finished goods are valued at lower of cost or net realizable value. Cost of working in progress and finished goods is determined by taking materials, labour cost and other appropriate allocable overheads. Excise Duty on goods manufactured by the company and are remaining in inventory is included as part of valuation of finished goods.

7 REVENUE RECOGNITION

Sales are recognized, on invoicing and actual dispatch to customers and are recorded inclusive of Excise Duty and Sales Tax. Technical Services and Other Fees, Interest incomes are accounted on accrual basis. Dividends and Insurance Claims are accounted on receipt basis.

150

8 EXCISE DUTY

The Excise Duty in respect of Closing Inventory of Finished Goods is included as part of the Inventory. The amount of CENVAT Credit, in respect of Material consumed for Sales is deducted from Cost of Material Consumed.

9 FOREIGN CURRENCY TRANSACTION

The transactions in foreign currency are accounted at exchange rate prevailing on the date of transaction. Monetary items denominated in foreign currency outstanding at the year-end are translated at the year-end exchange rate and the unrealized exchange gain or loss is recognized in the profit and loss account.

10 RETIREMENT BENEFITS

The Company’s contributions in respect of Provident Fund are charged against revenue every year. Present Liability for future payment of Gratuity and unavailed leave benefits to the employees at the end of the year is provided on the basis of actuarial valuation and is charged to revenue.

11 BORROWING COSTS

Borrowing costs are recognized as an expense in the period in which they are incurred, except to the extent where borrowing costs that are directly attributable to the acquisition, construction, or production of an asset till put for its intended use is capitalized as part of the cost of that asset.

12 A. CURRENT TAX

Provisions for Current Income tax liability is made on estimated Taxable Income under Income Tax Act, 1961 after considering permissible tax exemptions, deductions and disallowances. This liability is calculated at the applicable tax rate or Minimum Alternate Tax rate under section 115JB of The Income Tax Act, 1961 as the case may be.

B. DEFERRED TAX

Deferred Tax liability ascertained as on 31st March ‘02 resulting from timing differences between book profits and tax profits is accounted for under the liability method, at the tax rate specified under section 115JB of the Income Tax Act, 1961 to the extent that the timing differences are expected to crystallize. Deferred tax liability on timing difference arising subsequent to 31st March, 2002 is accounted at regular rate as enacted in the Income Tax Act, 1961.

C. Fringe Benefit Tax

The tax liability on account of Fringe Benefits has been provided as per the provisions of section 115WA of the Income Tax Act, 1961.

13 Provision and Contingent Liabilities

The Company recognizes a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, requires an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.

151

Annexure V Piramal Glass Limited (Standalone) Notes to the Restated Financial Statements 1. Contingent Liability in respect of:

Particulars

As AtMar.

31,2005

As AtMar.

31,2006

As At Mar.

31,2007

As At Mar.

31,2008

As AtMar.

31,2009a. Estimated amount of contracts remaining to be executed

on Capital account 15.01 20.68 3.49 10.91 5.39

b. Disputed Liability - Central Excise Authorities 0.35 0.52 0.53 0.50 0.36- Sales Tax Authorities - 3.48 7.21 1.96 9.89

c. Counter Guarantees issued to Banks & Others 2.48 3.27 1.60 20.71 21.95d. The Company has provided Corporate Guarantees and

has given pari passu charge on the entire fixed assets(movable & immovable) both present & future (exceptassets having exclusive charge) of the Company situatedat Jambusar & Kosamba, to EXIM Bank of India forTerm Loan of US$ 30 millions and UTI Bank, Singaporefor Credit facility of US$ 20 millions (by way of TermLoan of US$ 18 millions and a letter of Credit facility ofUS$ 2 millions) granted to the wholly owned subsidiaryin USA viz. Piramal Glass – USA Inc. (erstwhile GujaratGlass International Inc., USA)

- - 173.73 200.60 263.94

2. Related Party Disclosures: a) Subsidiaries Companies

Piramal Glass Ceylon PLC, Sri Lanka (erstwhile Ceylon Glass Company Ltd.) Piramal Glass International Inc., USA (erstwhile Gujarat Glass USA Inc.) Piramal Glass UK Ltd., UK Piramal Glass - USA, Inc., USA (erstwhile Gujarat Glass International Inc., USA) Piramal Glass Flat River LLC, USA (erstwhile GGI Flat River LLC, USA) Piramal Glass Williamstown LLC, USA (erstwhile GGI Williamstown LLC, USA)

b) Associates

Piramal HealthCare Ltd. Piramal Enterprises Ltd. PHL Pharma Inc. Alpex International Ltd. Morarjee Realities Ltd. Morarjee Textiles Ltd. Thundercloud Technologies Boots Piramal Pvt. Ltd. c) Key management personnel

Mr. Ajay Piramal Mr. Vijay Shah Dr. Swati Piramal Mr. S. M. Kulkarni Mrs. Urvi Piramal

Details of Transactions with Subsidiary Companies are as below:

Particulars

Year ended

March 31, 2005

Year ended

March 31, 2006

Year ended

March 31, 2007

Year ended

March 31, 2008

Year ended

March 31, 2009

Purchase of Goods/Services/Assets - 0.20 1.02 0.18 -Sales of Goods 5.59 15.90 39.23 48.90 37.90

152

Reimbursement of exp. Recd. - 4.22 3.25 2.71 2.11Reimbursement of exp. Paid. - 0.11 4.23 1.61 0.29Technical Fees & Other Exps. Recd. 3.17 3.36 3.40 3.82 3.00Dividend Received 4.30 2.25 0.40 1.60 0.43Marketing Survey Fees 3.60 2.14 1.69 2.02 2.01Loan - 18.42 5.26 15.41 72.48Outstanding Payable - - 0.19 1.75 2.11Outstanding Receivable 5.16 35.56 61.71 82.33 135.43Balances as at year end Debtors 3.12 10.84 31.20 44.40 28.04Technical Fees & Others - 2.66 3.26 7.20 9.46Investments - 42.58 42.58 58.85 58.85Other for Expenses - 4.03 3.56 4.54 1.55Loan & Interest - 18.42 23.68 26.19 96.39 Details of Transactions with Associates are as below:

Particulars

Year ended

March 31, 2005

Year ended

March 31, 2006

Year ended

March 31, 2007

Year ended

March 31, 2008

Year ended

March 31, 2009

Purchase of Goods/Services/Assets 0.14 - - 1.76 1.44Sales of Goods 14.58 15.86 21.62 23.15 21.38Reimbursement of exp. Recd. 0.12 - 0.07 0.01 0.05Reimbursement of exp. Paid. 0.69 3.15 3.52 0.42 1.52Corporate Service Charges - - 4.17 4.26 4.18System Service Charges 0.21 0.06 - - -Outstanding Payable - 0.05 - - -Outstanding Receivable 2.23 2.43 2.42 2.93 3.82 Details of Transactions with Key Management Personnel are as below:

Particulars

Year ended

March 31, 2005

Year ended

March 31, 2006

Year ended

March 31, 2007

Year ended

March 31, 2008

Year ended

March 31, 2009

Remuneration (0.45) 0.98 0.97 1.38 1.70 Loan (0.04) - - - -Balances as at year end Outstanding Receivable 0.32 - - - - 3. Summary Of Deferred Tax Assets/ Liabilities

Rs. in Crs. As at 31st

March 2005

As at 31st

March 2006

As at 31st March

2007

As at 31st March

2008

As at 31st

March 2009

Deferred Tax Liability Excess of net block over WDV as per the provisions of the Income Tax Act 1961 29.49 27.75 37.71 53.57 58.03Deferred Expenditure 0.06 (0.06) - - -Total 29.55 27.69 37.71 53.57 58.03 Deferred Tax Assets Unabsorbed Depreciation 9.04 5.79 5.05 11.50 30.43Provision for gratuity & leave encashment 0.36 0.50 0.97 0.56 0.25Provision for Doubtful Debts - - 1.44 1.43 1.99Disallowance u/s 43B 0.31 0.30 0.25 0.48 0.50Provision for non-moving inventory - 0.83 0.86 1.33 2.52MAT Credit u/s 115JB - 2.62 8.02 10.94 5.50Exchange Loss on Fixed Assets - - - - 8.09Deduction u/s 35 DD - - - - 0.31

153

As at 31st

March 2005

As at 31st

March 2006

As at 31st March

2007

As at 31st March

2008

As at 31st

March 2009

Total 9.71 10.04 16.59 26.24 49.59 Net Deferred Tax Liability 19.84 17.65 21.12 27.33 8.44

4. Important Notes for various years: a) For year ended 31st March 2005:

I. Pursuant to an approved scheme of arrangement, Piramal Healthcare Ltd. (erstwhile Nicholas Piramal India Limited (NPIL)) has transferred its 9300000 equity shares of Rs.10 each of the Company to Kojam Fininvest Limited (Kojam) effective from July 1, 2003 and accordingly Kojam has become the holding company in place of NPIL.

II. Fire occurred on 28th October, 2004, at the administrative office of the Company at Mumbai and

destroyed office equipments and most of the records of the Company, including physical books of accounts, documentary evidences and other relevant records pertaining to previous financial years and the current period. As a result, the accounts of the Company have been compiled on the basis of soft copies of records and/or additional documentary evidences recompiled from suppliers, customers, banks, financial institutions, etc.

III. The Piramal Glass Ceylon Plc (formerly known as Ceylon Glass Company Limited), the subsidiary had

issued bonus shares in the ratio of one ordinary share for every ordinary share held, by capitalizing Rs.6.23 crores of share premium and Rs.5.92 crores of Revaluation Reserve during financial year 2004-05.

b) For the year ended 31st March 2006:

I. Pursuant to an agreement dated October 6, 2005, the Company has acquired specific assets of the Cosmetic molded glass products division of The Glass Group (Inc.) USA through its wholly owned subsidiary Company viz. Piramal Glass USA Inc. (Gujarat Glass International Inc. (GGI)) for a consideration of US$20.15 million. Accordingly effective October 24, 2005 property, equipments of the said business along with inventory as on that date were transferred to the Piramal Glass USA Inc. The acquisition gives the Company access to the manufacturing facilities as well as marketing rights of supply of the Glass Containers products in the Northern American market.

II. The Company has acquired certain assets of the International Bottle Company Limited, UK through its

wholly owned subsidiary Company viz. Piramal Glass UK Ltd for a consideration of GBP 0.11 million. The acquisition gives the Company access to the designing/ decoration facilities of Glass Container products in the European market.

III. Subsequent to the acquisition of the subsidiaries as given in the note I & II herein above, the

management has made strategic business plan to take full advantage of the global opportunities in the field of cosmetic and perfumery glass container packaging activities and is hopeful to turnaround the present scenario. Looking to the emerging market, the management is of the opinion that the losses incurred by these subsidiaries namely Piramal Glass USA Inc. (erstwhile Gujarat Glass International Inc.) amounting to US$3.92 million equivalent to Rs.1.76 crores and Piramal Glass UK Ltd. amounting to GBP 0.13 million equivalent to Rs.1.02 crores during the period under review is temporary in nature and does not require any provision in the accounts of the company.

c) For the year ended 31st March 2007:

I. The company has ceased to be a Private limited company and has become a Public limited company effective from 6th March 2007.

II. The Board of Directors of the Company, subject to requisite approvals, has approved a Scheme of

Arrangement and Amalgamation of Kojam Fininvest Limited, the holding company, (“KOJAM”) with the Company w.e.f. 1st April 2007 as appointed date. On the Scheme being effective, 9317000 shares of the Company held by KOJAM shall stand cancelled and all assets and liabilities of KOJAM shall stand vested in and be transferred to the Company.

In consideration of the merger, the Company shall issue to the shareholders of Kojam one equity share of Rs.10/- for every one equity share of RS.10/- held in Kojam (i.e. exchange ratio of 1:1)

d) For the year ended 31st March 2008:

I. The Scheme of Arrangement and Amalgamation of Kojam Fininvest Ltd, (“Kojam”) with the Company (“Scheme”) as approved by the shareholders of the both the Companies, was sanctioned by respective

154

High Courts at Bombay and Ahmadabad by Orders dated 10th August, 2007 and 27th August, 2007 respectively and became effective from 20th September, 2007.

Pursuant to the Scheme 9317000 equity shares of the Company held by Kojam stood cancelled and the Company has allotted 10000000 equity shares of Rs.10/- each on 11th October, 2007 credited as fully paid up to the shareholders of Kojam in the ratio of 1 share for every 1 equity share held by them in Kojam. Consequently, the Companies Shares Capital stood increased to Rs.17,98,30,000/-.

The details of Assets acquired and Liabilities assumed are accounted by Pooling of Assets method and as per the scheme, the resultant deficit/ excess is adjusted in Share Premium account.

Particulars Rs. In CroresAssets Investments 9.69Goodwill 0.03Other Current Assets 0.09Liabilities Other Liabilities 0.23

155

Annexure VI Piramal Glass Limited (Standalone) Statement of Investments

Rs. in Crs. As at 31st

March 2005As at 31st

March 2006As at 31st

March 2007As at 31st

March 2008 As at 31st

March 2009Aggregate book value of quoted investments 28.89 18.54 18.54 34.81 34.81Aggregate market value of quoted investments

97.15 32.45 29.79 39.69 31.37

Aggregate book value of unquoted investments

0.12 24.04 24.04 24.04 24.04

156

Annexure VII Piramal Glass Limited (Standalone) Details of Sundry Debtors

Rs. in Crs.

Particulars

As at 31st March

2005

As at 31st March

2006

As at 31st March

2007

As at 31st March

2008

As at 31st March 2009

Debts outstanding for a period exceeding six months - considered good 1.21 2.41 9.42 32.75 51.00- considered doubtful 2.32 2.53 4.28 4.20 5.78Other debts - considered good 49.02 64.36 97.52 149.39 181.23- considered doubtful Less: Provision for doubtful debts (2.32) (2.53) (4.28) (4.20) (5.78)Total 50.23 66.77 106.94 182.14 232.23Above includes following debtors from promoter & promoter group

- Debts outstanding for a period exceeding six months 1.26 0.94 3.09 15.68 14.07- Other debts 3.39 12.32 11.38 31.99 20.04Total debts due from promoter group 4.65 13.26 14.47 47.67 34.11Note: None of the beneficiaries of sundry debtors are related to the Directors of the Company.

157

Annexure VIII Piramal Glass Limited (Standalone)

Details of Secured Loans

(Rs. In Crores)

Particulars

As at 31st March

2005

As at 31st March

2006

As at 31st March

2007

As at 31st March

2008

As at 31st March

2009Non Convertible Debentures - - - - -Foreign Currency Loan 18.93 63.67 104.21 90.73 50.72Cash Credit from Banks 45.44 18.62 36.90 18.59 21.14Rupee Term Loan from Financial Institutions 185.69 143.54 78.92 20.00 -Packing Credit - - - - 9.20Buyers Credit - - 29.43 51.48 46.27Total 250.06 225.83 249.46 180.80 127.33

Notes: a) As at 31st March, 2009, Cash Credit facilities including packing credit in foreign currency are secured by Hypothecation

of current assets namely, stocks, bills receivables and book debts and all other movables, both present and future, of the Company.

b) As at 31st March 2009, the Rupee Term Loan and foreign currency Term Loans are secured by mortgage and pari passu

charge of immovable properties of the Company, both present and future. They are further secured by hypothecation of all movables and movable machinery, machinery spares and accessories, both present and future, subject to prior charge created/ to be created in favour of banks and/or financial institutions for securing the borrowing for working capital facilities and the charge on specific assets referred to sr. no. c below.

c) As at 31st March 2009, loans under Buyers Credit are secured by an exclusive charge on the assets and equipments

procured under the facility. d) Out of the total secured loans of Rs.127.33 crores as at 31st March 2009, Rs.99.50 crores is repayable within one year.

158

Annexure IX Piramal Glass Limited (Standalone)

Details of Unsecured Loans

Rs. in Crs.

Particulars

As at 31st March

2005

As at 31st March

2006

As at 31st March

2007

As at 31st March

2008

As at 31st

March 2009

Short Term Loans from Banks and Financial Institutions 40.15 113.70 130.20 450.78 683.43Long Term Loan - - 100.00 75.00 75.00Sales Tax Deferment loan 22.22 25.73 25.73 25.73 25.73Total 62.37 139.43 255.93 551.51 784.16

159

Annexure X Piramal Glass Limited (Standalone) Details of Loans & Advances

Rs. in Crs.

Particulars As at 31st

March 2005As at 31st

March 2006As at 31st

March 2007As at 31st

March 2008 As at 31st

March 2009Advances recoverable in cash or in kind or for value to be received

10.80 36.24 82.16 93.56 136.72

Advance payments of income-tax 13.44 5.94 8.02 8.58 -Security/Other deposits 2.21 3.93 8.40 8.34 8.53Employee loans 1.59 1.10 1.09 1.00 1.12Others 3.92 6.93 11.56 16.99 12.61 Less: Provision for doubtful loans and advances - - (3.50) (3.50) (3.50)Total 31.96 54.14 107.73 124.97 155.48 The above includes the following loans and advances to the promoter group

Advances recoverable in cash or in kind or for value to be received

4.01 24.51 30.35 26.19 93.17

Security/Other Deposits - 1.72 1.72 1.72 1.72Total 4.01 26.23 32.07 27.91 94.89

160

Annexure XI Piramal Glass Limited (Standalone)

Details of Other Income

Rs. in Crs.

Sources Of Income March

31st 2005March

31st 2006March

31st 2007 March

31st 2008 March

31st 2009Recurring Income from Windmill 0.79 0.70 0.84 0.74 0.96 Export Incentive - - 2.87 3.07 5.24 Technical Fees 2.74 3.36 3.40 3.82 3.00 Mould Recovery - - 1.73 2.37 3.10 Claims & Refunds - - 2.41 0.31 0.70 Exchange Gain - - 0.15 3.38 - Sales Tax Remission - - 2.76 2.09 2.66 Miscellaneous Income 2.10 7.76 0.44 1.49 1.89 Scrap Sales - - 2.54 3.23 3.66 Interest on Deposit 0.06 - - - 0.20 Dividend Income (Gross) 4.30 2.25 0.40 1.60 0.43Non Recurring Gas Compression Charges - - 4.79 4.53 - Gain on sale of Investments - 14.81 - - - 9.99 28.88 22.33 26.63 21.84

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Annexure XII Piramal Glass Limited (Standalone) Statement of Accounting Ratios

Particulars

As on 31st March

2005

As on 31st March

2006

As on 31st March

2007

As on 31st March

2008

As on 31st

March2009

Earnings per share (Rs.) 9.70 17.17 20.43 9.04 (30.22)Return on net worth (%) 9.4% 13.9% 14.1% 6.2% (26.0%)Net Asset Value per Equity Share (Rs.) 106.55 123.94 144.94 146.64 116.42Weighted Average number of Equity Shares Outstanding during the year/period 17,300,000 17,300,000 17,300,000 17,983,000 17,983,000Total Number of shares outstanding at the end of the year / period 17,300,000 17,300,000 17,300,000 17,983,000 17,983,000

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Annexure XIII Piramal Glass Limited (Standalone) Capitalisation Statement

(Rs. In Crores) Particulars Pre-Issue (As at 31st March 2009) Post Issue*Short Term Debt 813.24 813.24Long Term Debt 98.25 98.25Total Debt 911.49 911.49 Shareholders' Funds - Share Capital 17.98 80.92 - Reserves 191.38 317.26 Total Shareholders' Funds 209.36 398.18 Long Term Debt/Equity 0.47:1 0.25:1 Total Debt/Equity Ratio 4.35:1 2.29:1 * Note: It is assumed that the post issue Short term Debt and Long Term Debt shall be same as of Pre issue (as at 31st March,

2009) for the accounting ratios Viz., i. Long term Debt: Equity, ii. Total Debt: Equity.

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Annexure XIV Piramal Glass Limited (Standalone) Statement of Dividend

Class of Shares Face

Value

Year ended onMarch 31st

2005

Year ended onMarch 31st

2006

Year ended onMarch 31st

2007

Year ended on March 31st

2008

Year ended onMarch 31st

2009No. of Equity Shares 10 173,000,000 173,000,000 173,000,000 179,830,000 173,000,000 Dividend Paid - Interim - - - - -

- Final 5.19 - - 2.70 -Total 5.19 - - 2.70 - Percentage 30.00% 0.00% 0.00% 15.01% 0.00%

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Annexure XV Piramal Glass Limited (Standalone) Statement of Tax Shelters

Rs. In Crs

Particulars

Year ended on

March 31st2005

Year ended on

March 31st2006

Year ended on

March 31st 2007

Year ended on

March 31st2008

Year ended on

March 31st2009

Profit before current & deferred taxes as restated 23.26 31.15 44.61 25.76 (65.31) Notional Tax rate 36.59% 33.66% 33.66% 33.99% 33.99%Notional tax payable 8.51 10.49 15.02 8.76 -Notional Tax Payable 10.49 15.02 8.76 5.96 - Adjustments Permanent Differences Tax impact in respect of units( ) of Nil Nil Nil Nil NilIncome Tax Act, 1961 (" the act") Expenses disallowed - 0.02 (0.57) - - Others 0.05 0.09 0.08 0.06 0.01 Total 0.11 (0.49) 0.06 0.08 0.01 Temporary Differences Difference between book depreciation and tax depreciation (6.67) 9.66 (29.80) (46.24) (14.11)Loss/gain on sale of assets 0.33 (147.45) 0.05 0.67 0.92 Deferred Revenue exp 0.55 0.38 0.99 - -Provision for Doubtful Debts/obsolete inventory/bal 3.82 1.26 5.25 1.27 5.15Provision for retirement benefits - - - (2.13) 0.86Disallowances u/s 43B 1.26 2.15 1.97 0.72 -Deduction u/s 43B of earlier years disallowance (1.48) (1.23) (1.70) (0.75) -Amortisation of preliminary exp. u/s 35D - - - 1.23 (0.31) Exchange Loss on Fixed Assets - - - - 23.80 Total (135.23) (23.24) (45.23) (19.37) 16.31 Net Adjustment (23.73) (45.17) (19.29) (2.14) 16.32 Tax Saving thereon 8.95 12.40 7.41 4.83 -Profit/ (loss) as per Income Tax Return 21.12 28.74 20.87 (19.41) (48.90)Less : set off of B/F unabsorbed depreciation (21.12) (28.74) (20.87) - -Taxable Income as per Return under MAT 14.59 18.26 23.31 11.94 (65.50) Tax as per Income Tax Return under 115JB 1.14 1.54 2.62 1.35 -CF long term capital loss u/s 74 - 1.73 1.73 1.73 1.73 CF business loss - - - - -CF unabsorbed depreciation 105.11 76.26 55.50 74.94 123.84 Total CF loss as per Return 105.11 76.26 55.50 74.94 123.84

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MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF

OPERATIONS You should read the following discussion of our financial condition and results of operations together with our consolidated and unconsolidated audited financial statements and the reports thereon and annexures thereto, which have been restated in accordance with paragraph B(1) of Part II of Schedule II to the Companies Act and with the SEBI Guidelines, and which are all included in this Letter of Offer. The financial statements are prepared in conformity with Indian GAAP. Indian GAAP differs in certain significant respects from U.S. GAAP and other accounting principles and auditing standards in other countries with which prospective investors may be familiar. The degree to which the financial statements included in this Letter of Offer will provide meaningful information is dependent on the reader’s level of familiarity with Indian accounting practices, Indian GAAP, the Companies Act and the SEBI Guidelines. Any reliance on the financial disclosures presented in this Letter of Offer by persons not familiar with these Indian practices, law and rules should be limited. We have not attempted to explain these differences or quantify their impact on the financial data included herein, and we urge you to consult your own advisors regarding such differences and their impact on the financial data herein. Overview We are one of the leading glass flacconage manufacturer supplying to the Cosmetics & Perfumery, Pharmaceutical and Food & Beverage industries. We operate directly and through our subsidiaries in the USA, UK and Sri Lanka. Our equity shares are listed on BSE, NSE and ASE. We provide end-to-end flacconage (i.e. medium to small size glass containers) solutions which includes decoration (colouring, etching, finishing, lacquering, etc.), designing, in-house mould design and manufacturing, and have dedicated ancillaries for accessories like caps, cartons and brushes. We manufacture a wide range of glass bottles and jars, in sizes ranging from 2 ml to 2.5 litres. Our products find application in Cosmetics & Perfumery (glass bottles for nail polish, foundation, fragrance, roll-on, creams), Pharmaceutical (glass bottles for injectibles, vials, ampules) and Food & Beverages (glass bottles for high end alcoholic and non alcoholic beverages, miniature foods served in airlines industries). We have manufacturing facilities situated in India (at Kosamba and Jambusar), USA (at Flat River and Williamstown) and Sri Lanka (at Horana). We have a total of 11 furnaces across India, USA and Sri Lanka having a combined capacity of 1,062 tonnes per day. We market our products directly and through selling agents across 54 countries including India. We have marketing offices in India, USA, UK, Sri Lanka, France, Brazil, Italy, Germany and Turkey. We have a marquee client base in each of our business segments and cater to leading companies in the respective segments. Corporate Overview We are part of the Ajay Piramal led Piramal Group (the “Group”), which is one of India’s leading diversified business houses and has interest in pharmaceuticals, healthcare, life sciences, financial services and real estate . Piramal Healthcare Limited, the flagship company of the Group, has grown through the organic and inorganic route and has one of the widest pharmaceutical product portfolios in India, spanning across nine key therapeutic areas. Our Evolution The business of our Company was earlier owned by the erstwhile Gujarat Glass Limited, a listed Public Limited Company, engaged in the business of manufacturing/ dealing in glass containers for the pharmaceutical industry. Thereafter, in 1984, Piramal Group acquired controlling interest of erstwhile Gujarat Glass Limited through acquisition of equity shares.

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Through a Scheme of Amalgamation, the erstwhile Gujarat Glass Limited was then merged with PHL (another Piramal Group Company), by a Court Order dated April 25, 1991 subsequent to which it continued as the glass division of PHL until 1998. On March 20 1998, by the approval of the shareholders of PHL u/s 293 (1) (a) of the Act, the aforesaid glass division of PHL was spun off into a separate company, named Gujarat Glass Private Limited (now known as Piramal Glass Limited), in consideration of which our Company issued 93,00,000 equity shares of Rs.10 each at par to PHL. Our Company also issued 80,00,000 equity shares of Rs.10/- each at a premium of Rs. 137.50 per share) to Foreign Equity Investors namely, Indocean Packaging Limited, the India Private Equity Fund Limited (Mauritius) and Citicorp Investment Bank (Singapore) Limited. With this, PHL held 53.76% of our Company’s equity, the remaining 46.24% being held by the aforesaid Foreign Equity Investors. The word ‘Private’ was deleted from our Company’s name with effect from February 13, 1998 as our Company became a deemed Public Company pursuant to provisions of section 43A of the Act. Our Company ceased to be a deemed public company by operation of law consequent to the insertion of section 43 A (2A) in the Act, with effect from September 28, 2001 and the word ‘Private’ was added back to its name. In 2003, pursuant to a Scheme of Arrangement under section 391 and 394 of the Companies Act, 1956, which was sanctioned by the High Court of Bombay and by High Court of Gujarat, PHL’s above shareholding in our Company (comprising of 93,00,000 equity shares of Rs.10/- each) was transferred to Kojam Fininvest Limited (KFL) and in consideration, KFL issued equity shares to PHL’s equity shareholders in the ratio of 1:4 i.e. one equity share of KFL for every four equity shares held in PHL which were listed on BSE, NSE and ASE. Our Company was converted into a Public Limited Company and a fresh Certificate of Incorporation consequent upon change of name on conversion to public limited company was issued on March 6, 2007 by the Registrar of Companies. Pursuant to another Scheme of Arrangement and Amalgamation sanctioned by the High Court of Bombay by an Order dated August 10, 2007 and the High of Gujarat by an Order dated August 27, 2007, KFL got merged with our Company from the Appointed Date i.e. April 1, 2007. Pursuant to this Scheme, 93,17,000 equity shares held by KFL in our Company were cancelled and the shareholders of erstwhile KFL were allotted one fully paid up equity share of our Company for every equity share held in KFL. The shares of our Company were listed on the Bombay Stock Exchange Limited and National Stock Exchange of India Limited on February 28, 2008 and Ahmedabad Stock Exchange Limited on March 5, 2008. Subsequently on April 2, 2008, the name of our Company was changed from “Gujarat Glass Limited” to “Piramal Glass Limited”. Our Company has not been listed through an initial public offering. Our Company has, pursuant to an application made to the Board under Regulation 8.3.5.1 of the SEBI DIP Guidelines, got a relaxation from the applicability of Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 for listing of its shares without making an initial public offering.

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Factors affecting our results of operations Our business, prospects, financial condition and results of operations are affected by a number of factors, including the following which we believe are of particular importance: Global economic state of affairs We derived 73.53% of our consolidated revenues for the year ended March 31, 2009 from sales outside India including exports. Our overseas customers have been impacted by the recent global environment which has led to higher inventory controls and stringent cash flow management all of which has an impact on the orders that they place. The global environment also has a bearing on the disposable incomes of the end consumers which also impacts the off-take and launch of new products especially by large players in the Cosmetics & Perfumery business. All these factors cumulatively have a bearing on our revenues, operating margins and working capital cycle. Product Development and Quality control Our C&P revenues are primarily dependent on our being able to maintain acceptable quality levels, our ability to deliver within the accepted timelines, to manufacture as per customer specifications and to provide new designs. Operating costs Key operating costs include energy costs, raw material, freight and employee cost. The operating costs are impacted by various factors such as movement of crude oil prices, availability of adequate supplies of gas and soda ash, regular repairs and maintenance of key plant such as furnaces and availability of adequate number of skilled workers. Changes in Foreign Exchange Rates Of our consolidated sales, sales outside India including exports constituted 73.53% for the year ended March 31, 2009. Movements in foreign exchange rates in India and abroad influence the state of our financial statements. In certain cases, we may not be able to pass on the losses caused to us by adverse movements in foreign exchange rates. Conversely, we may be required to pass on the benefits of appreciation in the Indian Rupee completely or partially. Also, since we sell in a number of markets, our financial results are also impacted by cross currency fluctuations. In certain cases, we may hedge some of our currency exposure on exports through forward covers and adverse movements in foreign exchange rates may impact our financial statements. We also need to import spare parts for our equipment, movement in foreign exchange rates also impacts the landed cost of such spare parts. Freight (particularly sea freight), which is a key element of cost is denominated in foreign currency, adverse movement in foreign exchange rates results in an increase in the sea freight payable. Changes in Interest Rates Movements in interest rates in India and abroad influence the state of our financial statements. We also have substantial indebtedness; we had loans of Rs. 1,357.09 crores as on March 31, 2009. Adverse changes in interest rates may result in an increase in financing cost and may affect our ability to continue with our borrowing programs. Our results of operations and earnings could be affected by adverse movements in interest rates. For further details, see the sections entitled “Risk Factors”, “Our Business” and “Industry Overview” of this Letter of Offer. Financial Operations Overview (consolidated) The following descriptions set forth information with respect to key components of our income, expenditure, assets and liabilities, as restated, for the financial year ending March 31, 2009 on a consolidated basis.

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Income • Net Sales comprises of sales of flacconage solutions i.e. medium to small size glass containers in the

Cosmetic & Perfumery (C&P), Pharmaceuticals and Specialty Food & Beverages industries. • Other Income for the year ended March 31, 2009 aggregated Rs. 20.88 crores and principally included

export incentives (sale of import entitlements), sale of molds, scrap sales and miscellaneous income. Expenditure • Material cost. Material cost, which primarily includes soda ash and packing material, was Rs. 271.17

crores for the year ended March 31, 2009. • Employee cost. Employee costs which include salaries and bonuses, gratuity and staff welfare costs for

our employees for the year ended March 31, 2009 was Rs. 235.07 crores for the year ended March 31, 2009, constituting a significant portion of our total expenses.

• Operating and other expenses. Our operating and other expenses, which primarily include power fuel,

freight, plant overheads, marketing expenses, corporate overheads and other expenses were Rs. 486.14 crores for the year ended March 31, 2009.

• Depreciation. Our total gross block of assets as at March 31, 2009 stood at Rs. 1,405.16 crores, and we

have provided for an accumulated depreciation of Rs. 448.96 crores on these assets. • Financial expenses. These include interest paid on our borrowings including bank overdraft lines and

term loans from banks and financial institutions and other financial expenses, which aggregated Rs. 131.37 crores for the year ended March 31, 2009.

• Taxation. We are subject to income tax liability in India pursuant to the Income Tax Act, 1961. Also,

pursuant to this act, corporations are in some circumstances subject to a minimum alternate tax liability based on book profit. We make provision for current tax as well as for deferred tax liability based on the effect of timing differences. We are also subject to fringe benefit tax on various benefits and expenditures we are deemed to provide or incur as part of our business. In addition, our overseas subsidiaries, viz. Piramal Glass International, Piramal Glass USA, Inc, Piramal Glass (UK) Ltd., and Piramal Glass Ceylon Plc are subject to income tax and other applicable laws in the USA, UK and Sri Lanka. Our operations in Sri Lanka have a tax holiday for a period of 5 years beginning from FY 2009. with respect to income tax and other taxes, as applicable. For the year ended March 31, 2009, we have accounted a net income of Rs. 18.58 crores, primarily on account of deferred tax income and fringe benefit tax expenses.

• Net profit after minority interest. Our net loss after minority interest was Rs 102.51 crores for the year

ended March 31, 2009 after providing for current and deferred income tax and fringe benefit tax and share of minority interest and adjustments on account of changes in minority interest.

Assets • Fixed assets. Our gross block of fixed assets (which represents the purchase price of our fixed assets –

primarily land and building, plant and machinery, leasehold improvements, computers and office equipment, furniture and fixtures, and vehicles) less accumulated depreciation and capital work in progress was Rs. 970.96 crores as of March 31, 2009.

• Investments. Investments, which include only one investment in DFCC Bank in Sri Lanka, represent

our long-term investments that are not held for trading. These amounted to Rs. 0.01 crores as of March 31, 2009.

• Current assets, loans and advances. Current assets, loans and advances includes inventories

(representing our stocks of raw material, finished goods and work in progress), sundry debtors (representing amounts due from our trade debtors), cash and bank balances and loans and advances (which represent advances made to our suppliers, balances with excise authorities, advance taxes and

169

loans to employees). Our current assets, loans and advances amounted to Rs. 642.98 crores as of March 31, 2009.

Liabilities and Shareholder funds • Minority interest. This represents the interest of minority shareholders in the capital and reserves &

surplus of Piramal Glass Ceylon Plc, in which we own 56.45% of share capital, and were Rs. 44.73 crores as of March 31, 2009.

• Loan funds. These represent our borrowings, both long and short term, and were Rs. 1357.07 crores for

the year ended March 31, 2009. • Current liabilities and provisions. These represent our sundry creditors, other trade liabilities and

provisions for tax liabilities, and were Rs. 159.55 crores for the year ended March 31, 2009. • Shareholder funds (or networth) excluding minority interest. Shareholder funds are our total assets less

our total liabilities and provisions. For the year ended March 31, 2009 our shareholder funds were Rs. 43.33 crores.

Consolidated Results of Operations As a result of the various factors discussed above that affect our income and expenditure, our results of operations may vary from period to period. The following table sets forth certain information with respect to the results of operations of the Company as derived from our restated financial statements for the periods indicated:

2009 2008 2007 2006 Year ended on March 31 (Rs.

Crores) % of total

income

(Rs. Crores)

% of total

income

(Rs. Crores)

% of total

income

(Rs. Crores)

% of total

income Revenue Net sales 1,008.83 97.97 778.62 97.22 700.76 97.28 493.80 95.45 Other income 20.88 2.03 22.26 2.78 19.61 2.72 23.54 4.55 Total income 1,029.71 100.00 800.88 100.00 720.37 100.00 517.34 100.00 Expenditure Material cost 271.17 26.33 172.82 21.50 148.70 20.64 104.62 20.22 Employee cost 235.07 22.83 210.32 26.26 206.30 28.64 106.85 20.65 Operating & Other expenses

486.14 47.21 340.36 42.50 307.52 42.69 208.97 40.39

Increase/(decrease) in WIP/Finished goods

(57.55) (5.59) (46.62) (5.82) (14.52) (2.02) (1.44) (0.28)

Total expenditure 934.83 90.79 676.88 84.44 648.00 89.95 419.00 80.98 Net profit before interest, depreciation, tax and extraordinary items

94.88 9.21 124.00 15.56 72.37 10.05 98.34 19.02

Interest 131.37 12.76 67.15 8.38 34.76 4.83 19.66 3.80 Depreciation 89.25 8.67 69.32 8.65 51.50 7.15 51.86 10.02 Net profit before tax and extraordinary items

(125.74) (12.21) (12.47) (1.47) (13.89) (1.93) 26.82 5.20

Extraordinary items - - - 10.97 1.52 4.25 0.82 Profit before taxation

(125.74) (12.21) (12.47) (1.47) (24.86) (3.45) 22.57 4.38

Provision for taxation (18.58) (1.80) 10.21 (1.27) 12.69 1.76 5.49 1.06

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2009 2008 2007 2006 Year ended on March 31 (Rs.

Crores) % of total

income

(Rs. Crores)

% of total

income

(Rs. Crores)

% of total

income

(Rs. Crores)

% of total

income Net profit after tax and before minority interest

(107.16) (10.41) (22.68) (2.74) (37.55) (5.21) 17.08 3.32

Share of minority interest in profit for the year

(4.65) (0.45) 0.16 0.02 1.54 0.21 3.75 0.72

Net profit / (loss) after minority interest

(102.51) (9.96) (22.84) (2.76) (38.89) (5.42) 13.33 2.60

Comparison of historical results of operations Year ended March 31, 2009 compared to year ended March 31, 2008 Income

Year ended 31 March

2009 2008

(Rs crores) % of Total Income

(Rs crores) % of Total Income

Net Sales Domestic sales 266.97 25.93 188.48 23.53 Sales outside India (including exports) 741.86 72.05 590.14 73.69 Total Sales 1008.83 97.97 778.62 97.22 Other income 20.88 2.03 22.26 2.78 Total income 1029.71 100.00 800.88 100.00

Net Sales Domestic sales: Our sales within India was Rs. 266.97 crores for the year ended March 31, 2009, compared to a sales of Rs. 188.48 crores for the year ended March 31, 2008, representing a growth of 41.64%%. The growth is mainly in Cosmetics & Perfumery and Food & Beverage segment aptly aided by105 TPD furnace being operational for the entire financial year ended on March 31, 2009 as compared to 3 months for the financial year ended on March 31, 2008. Sales outside India (including exports): Our sales outside India including exports was Rs. 741.86 crores for the year ended March 31, 2009, compared to Rs. 590.14 crores for the year ended March 31, 2008, representing an increase of 25.71%. The growth is mainly due to new business development aptly aided by two new furnaces installed in financial year ended on March 31, 2008 being operational for the entire year during financial year ended on March 31, 2009 and benefit of upward movement in foreign exchange rates. Other income: Other income for the year ended March 31, 2009 was Rs. 20.88 crores as compared to Rs. 22.26 crores for the year ended March 31, 2008 representing a decrease of 6.20%. Expenditure We incur operating and other expenditure in India and overseas i.e. USA, UK & Sri Lanka. The INR has appreciated during the financial year 2008-2009 mainly against USD, which has resulted in an increase in expenditure. Material costs: Our material cost increased from Rs. 172.82 crores for the year ended March 31, 2008, to Rs. 271.17 crores for the year ended March 31, 2009, representing an increase of 56.91%. Besides a general increase in operating expenses attributable to increase of volume and scale of our operations as evidenced by the growth in total income, this increase is also specifically attributed to increase in raw material prices.

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Employee costs: The aggregate expenditure on employee costs increased from Rs. 210.32 crores (for the year ended March 31, 2008) to Rs. 235.07 crores (for the year ended March 31, 2009), representing an increase of 11.77%. The increase in aggregate employee costs was mainly due to full year impact of the additional employees recruited in tandem with enhanced capacity in India and Sri Lanka at the end of third quarter of previous financial year. The increase is also attributed to long term settlement of wages contract at Kosamba Plant in India and annual increments to employees. Operating and other expenses: Operating and other expenses increased from Rs. 340.36 crores for the year ended March 31, 2008, to Rs. 486.14 crores for the year ended March 31, 2009, representing an increase of 42.83%. Besides a general increase in operating expenses attributable to increase of volume and scale of our operations as evidenced by the growth in total income, this increase is also specifically attributed to foreign exchange losses on borrowings denominated in foreign currency, increase in raw material prices and power and fuel expenses in the year ended March 31, 2009. Depreciation: Depreciation costs increased from Rs. 69.32 crores for the year ended March 31, 2008 to Rs. 89.25 crores for the year ended March 31, 2009, representing an increase of 28.75%. This was due to full year depreciation impact in the year ended March 31, 2009 of the capacity expansions made in India and Sri Lanka in the year ended March 31, 2008. (addition of 2 new furnaces, viz. a 105 TPD furnace at Jambusar in India and 250 TPD furnace at Horana, Sri Lanka). Interest: Interest expenses increased from Rs. 67.15 crores for the year ended March 31, 2008 to Rs. 131.37 crores the year ended March 31, 2009, representing an increase of 95.64% largely attributable to an increase in borrowings and cost borrowings. Provision for taxation. There is a deferred tax income of Rs. 18.58 crores for the year ended March 31, 2009 as compared to an tax expenses of Rs. 10.21 crores for the year ended March 31, 2008. The deferred tax income has arisen due to losses incurred during current financial year leading to increase in deferred tax assets. Net loss after minority interest: For the year ended March 31, 2009, net loss after minority interest was Rs. 102.51crores (9.96% of total income), compared to Rs. 22.84 crores (2.85% of total income) for the year ended March 31, 2008. The total year-on-year increase was 348.82% which was mainly due to foreign exchange losses on borrowings denominated in foreign currency, increase in raw material prices, increase in power & fuel cost and increase in Interest & depreciation expenses as explained above. Year ended March 31, 2008 compared to year ended March 31, 2007 Income

Year ended 31 March

2008 2007

(Rs crores) % of Total Income

(Rs crores) % of Total Income

Net Sales Domestic sales 188.48 23.53 179.23 24.88 Sales outside India (including exports) 590.14 73.69 521.53 72.40 Total Sales 778.62 97.22 700.76 97.28 Other income 22.26 2.78 19.61 2.72 Total income 800.88 100.00 720.37 100.00

Net Sales Domestic sales: Our sales within India was Rs. 188.48 crores for the year ended March 31, 2008, compared to a sales of Rs. 179.23 crores for the year ended March 31, 2007, representing a marginal increase of 5.16%. Sales outside India (including exports): Our sales outside India including exports was Rs. 590.14 crores for the year ended March 31, 2008, compared to Rs. 521.53 crores for the year ended March 31, 2007, representing an increase of 13.16%. This was primarily due to an increase in exports led by capacity expansion (100 TPD C&P furnace at Kosamba in India) and sales to new customers in the USA.

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Other income: Other income increased from Rs. 19.61 crores for the year ended March 31, 2007 to Rs. 22.26 crores for the year ended March 31, 2008, an increase of 13.51%, largely due to higher import entitlement sales and higher mould sales. Expenditure Material costs: Our material cost increased from Rs. 148.70 crores for the year ended March 31, 2007, to Rs. 172.82 crores for the year ended March 31, 2008, representing an increase of 16.22%. Besides a general increase in operating expenses attributable to increase of volume and scale of our operations as evidenced by the growth in total income, this increase can also be specifically attributed to increase in raw material prices. Employee costs: The aggregate expenditure on employee costs increased from Rs. 206.30 crores (for the year ended March 31, 2007) to Rs. 210.32 crores (for the year ended March 31, 2008), representing a marginal increase of 1.95%. The increase in aggregate employee costs was largely due to annual increments to employees. Operating and other expenses: Operating and other expenses increased from Rs. 307.52 crores for the year ended March 31, 2007, to Rs. 340.36 crores for the year ended March 31, 2008, representing an increase of 10.68%. Besides a general increase in operating expenses attributable to increase of volume and scale of our operations as evidenced by the growth in total income, this increase can also be specifically attributed, to an increase in power and fuel expenses. Depreciation: Depreciation costs increased from Rs. 51.50 crores for the year ended March 31, 2007 to Rs. 69.32 crores for the year ended March 31, 2008, representing an increase of 34.60%. This was due to an capacity expansion in India and Sri Lanka (addition of 3 new furnaces, viz. a 100 TPD furnace at Kosamba, 105 TPD furnace at Jambusar in India and 250 TPD furnace at Horana, Sri Lanka). Interest: Interest expenses increased from Rs. 34.76 crores for the year ended March 31, 2007 to Rs. 67.15 crores the year ended March 31, 2008, representing an increase of 93.18% largely attributable due to an increase in borrowings and interest rate increase. The increase in borrowings was primarily attributable to capacity expansion. Provision for taxation. Provision for taxation amounted to Rs. 10.21 crores for the year ended March 31, 2008 as against Rs. 12.69 crores for the year ended March 31, 2007. These provisions for tax are primarily due to current and deferred taxes in India. Net loss after minority interest: For the year ended March 31, 2008, net loss after minority interest was Rs. 22.84 crores (2.85% of total income), compared to Rs. 38.99 crores (5.40% of total income) for the year ended March 31, 2007. The total year-on-year decrease was 41.27% which was due to a better operating performance of our US subsidiaries. Year ended March 31, 2007 compared to year ended March 31, 2006 Income

Year ended 31 March

2007 2006*

(Rs crores) % of Total Income

(Rs crores) % of Total Income

Net Sales Domestic sales 179.23 24.88 176.01 34.02 Sales outside India (including exports) 521.53 72.40 317.79 61.43 Total Sales 700.76 97.28 493.80 95.45 Other income 19.61 2.72 23.54 4.55 Total income 720.37 100.00 517.34 100.00 *: Includes results of subsidiaries which acquired the business of The Glass Group Inc., USA and International Bottle Company Ltd., UK during the year ended March 31, 2006. Consequently, the results for the year ended March 31, 2006 includes operations of the said subsidiaries for a part of the year.

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Net Sales Domestic sales: Our sales within India was Rs. 179.23 crores for the year ended March 31, 2007, compared to a sales of Rs. 176.01 crores for the year ended March 31, 2006, representing a marginal increase of 1.83%. Sales outside India (including exports): Our sales outside India including exports was Rs. 521.53 crores for the year ended March 31, 2007, compared to Rs. 317.79 crores for the year ended March 31, 2006, representing an increase of 64.11%. This was primarily due to consolidation of revenues of subsidiaries for part of the year (since date of acquisition) which were acquired during the year ended March 31, 2006 whereas the revenues for the year ended March 31, 2007 included revenues of subsidiaries for the entire year. Hence, the revenues for the year ended March 31, 2007 and March 31, 2006 are not comparable. Other income: Other income decreased from Rs. 23.54 crores for the year ended March 31, 2006 to Rs. 19.61 crores for the year ended March 31, 2007, a decrease of 16.69%. This is attributable to profit on sale of investment in Piramal Glass Ceylon Plc., which was included in other income for the year ended March 31, 2006. Expenditure General reason for increase in expenditure in the year ended March 31, 2007 as compared to March 31, 2006: Our expenses have increased in the year ended March 31, 2007 as compared to the year ended March 31, 2006 primarily due to the acquisition of businesses of The Glass Group Inc., USA and International Bottle Company Ltd., UK during the year ended March 31, 2006, consequently results for the year ended March 31, 2007 (which include consolidated results of operations of subsidiaries in the USA and UK for 12 months) and March 31, 2006 (which include consolidated results of operations in the USA and UK for part of the year, i.e. since date of acquisition of respective companies) are not comparable. The details of increase/decrease have been provided below. Material costs: Our material cost increased from Rs. 104.62 crores for the year ended March 31, 2006, to Rs. 148.70 crores for the year ended March 31, 2007, representing an increase of 42.13%. In addition to the general reason for increase in expenditure as mentioned in the paragraph above, the increase in material cost was also due to enhancement of capacity of a furnace in Kosamba from 18 TPD to 25 TPD. Employee costs: The aggregate expenditure on employee costs increased from Rs. 106.85 crores for the year ended March 31, 2006 to Rs. 206.30 crores for the year ended March 31, 2007, representing an increase of 93.07%. In addition to the general reason for increase in expenditure as mentioned in the paragraph above, employee cost increased due to recruitment of additional employees in the last quarter of the year ended March 31, 2007 for a new 100 TPD furnace at Kosamba commissioned in March 2007. Operating and other expenses: Operating and other expenses increased from Rs. 208.97 crores for the year ended March 31, 2006, to Rs. 307.52 crores for the year ended March 31, 2007, representing an increase of 47.16% primarily due to acquisition of businesses of The Glass Group Inc., USA and International Bottle Company Ltd., UK as mentioned in the paragraph above and setting up of new 100TPD furnace at Kosamba commissioned in March 2007. Depreciation: Depreciation costs decreased from Rs. 51.86 crores for the year ended March 31, 2006 to Rs. 51.50 crores for the year ended March 31, 2007, representing a marginal decrease of 0.69%. This was due to a higher depreciation amount in the year ended March 31, 2006 which was caused by a write off of net block of 2 furnaces at Kosamba. Interest: Interest expenses increased from Rs. 19.66 crores for the year ended March 31, 2006 to Rs. 34.76 crores, representing an increase of 76.81% in the year ended March 31, 2007 due to an increase in borrowings. Such increase in borrowings was primarily attributable to additional loans taken for capacity expansion at Kosamba (100 TPD furnace). Provision for taxation. Provision for taxation amounted to Rs. 12.69 crores for the year ended March 31, 2007 as compared to Rs. 5.49 crores for the year ended March 31, 2006. The increase is attributable to higher deferred tax expenditure due to capacity expansion.

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Net profit/loss after minority interest: For the year ended March 31, 2007, net loss after minority interest was Rs. 38.89 crores (5.40% of total income), as compared to a net profit after minority interest of Rs. 13.33 crores (2.58% of total income) for the year ended March 31, 2006. The losses in the year ended March 31, 2007 are mainly attributable to the losses of our US subsidiary, viz. Piramal Glass USA, Inc. (formerly known as Gujarat Glass International Inc.). Cash Flows The following table summarises our cash flows for each of the years ended March 31, 2006, 2007, 2008 and 2009.

Year ended March 31

2009 2008 2007 2006

(Rs in crores) Cash flow from / (used in) operating activities

(25.25) 17.66 9.19 (35.53)

Cash flow from / (used in) investing activities

(154.72) (298.40) (199.62) (87.00)

Cash flow from / (used in) financing activities

183.18 281.74 180.63 132.61

Net increase in cash and cash equivalents

3.21 1.00 (9.80) 10.08

Cash and cash equivalents at the beginning of the year

8.56 6.05 11.86 2.50

Exchange fluctuations 0.08 1.51 3.99 (0.72) Cash and cash equivalents at the end of the year

11.85 8.56 6.05 11.86

Cash flow from / (used in) operating activities Year ended March 31, 2009: Net cash inflow (outflow) from operating activities was Rs. (25.25) crores, resulting primarily from inflow Rs. 93.58 crores from operating profit before working capital changes minus outflow of Rs. 119.29 crores on account of increase in working capital plus net inflow of Rs. 0.41 crores from tax expenses less refund received. Year ended March 31, 2008: Net cash flow from operating activities was Rs. 17.66 crores, resulting primarily from inflow Rs. 125.34 crores from operating profit before working capital changes minus outflow of Rs.103.96 crores on account of increase in working capital minus outflow of Rs.3.52 crores of payment on account of taxes and retirement benefits. Year ended March 31, 2007: Net cash flow from operating activities was Rs. 9.19 crores, resulting primarily from inflow Rs. 65.38 crores from operating profit before working capital changes minus outflow of Rs.44.49 crores on account of increase in working capital minus outflow of Rs.11.70 crores of payment on account of taxes and retirement benefits. Year ended March 31, 2006: Net cash used in operating activities was Rs. 35.53 crores, resulting primarily from inflow Rs. 85.00 crores from operating profit before working capital changes minus outflow of Rs.109.49 crores on account of increase in working capital minus outflow of Rs.11.04 crores of payment on account of taxes and retirement benefits. Cash flow from / (used in) investing activities Year ended March 31, 2009: Net cash used in investing activities was Rs. 154.72 crores, resulting primarily from relining of 75 TPD furnace in India and Tank 51 in USA. Year ended March 31, 2008: Net cash used in investing activities was Rs. 298.40 crores, resulting primarily from capacity expansion in India at Jambusar for new furnace with a capacity of 105 and at Horana in Sri Lanka for new furnace with a capacity of 250 TPD.

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Year ended March 31, 2007: Net cash used in investing activities was Rs. 199.62 crores, resulting primarily from capacity expansion at Kosamba in India for new furnace with a capacity of 100 TPD. Year ended March 31, 2006: Net cash used in investing activities was Rs. 87.00 crores, resulting primarily from acquisition of businesses by new foreign subsidiaries in US & UK. Cash flow from / (used in) financing activities Year ended March 31, 2009: Net cash flow from financing activities was Rs. 183.18 crores, resulting primarily from relining of 75 TPD furnace in India and Tank 51 in USA. Year ended March 31, 2008: Net cash flow from financing activities was Rs. 281.74 crores, resulting primarily from capacity expansion at Jambusar in India for new furnace with a capacity of 105 TPD capacity and at Horana in Sri Lanka for new furnace with a capacity of 250 TPD. Year ended March 31, 2007: Net cash flow from financing activities was Rs. 180.63 crores, resulting primarily from capacity expansion at Kosamba in India for new furnace with a capacity of 100 TPD. Year ended March 31, 2006: Net cash flow from financing activities was Rs. 132.61 crores, resulting primarily from acquisition of businesses by our overseas subsidiaries in US & UK. Changes in Inventories and Sundry Debtors a) Inventories: The amount of inventories on consolidated basis are Rs. 142.86 crores as on March 31,

2007, Rs. 212.77 crores as on March 31, 2008 and Rs. 285.48 crores as on March 31, 2009 and on standalone basis are Rs. 50.37 crores, Rs. 94.20 crores and Rs. 132.12 crores respectively.

The Company is in a continuous process industry (24 by 7) and glass has to be drawn the moment the

furnace is fired. If bottles are not drawn from the furnace, the glass formed will solidify and will be of no commercial value (Scrap) and hence as the capacity increases the production also has to go up. The reasons for increase in inventory are provided as below: • Increase in Capacity in India (100 TPD in March 2007 and 105 TPD in November 2007) and

130 TPD in Sri Lanka in December 2007 which has led to an increase in the production and consequently inventory

• Increase in C&P capacity led to an increase in the number of moulds required for production which has also contributed to increased inventory.

It may also be pertinent to note that the management has taken steps to reduce the inventory as a result of which, there is a decline in the inventory from December 31, 2008 to March 31, 2009.

b) Sundry Debtors: The amount of sundry debtors are Rs. 140.57 crores as on March 31, 2007, Rs. 201.80

crores as on March 31, 2008 and Rs. 268.80 crores as on March 31, 2009 and on a standalone basis are Rs.106.94 crores, Rs. 182.14 crores and Rs. 232.23 crores respectively.

The reasons for increase in debtors are provided as below: • Increase in sales from Rs. 700.76 crores in FY2007 to Rs. 778.62 crores in FY2008 and to Rs.

1,008.83 cores in FY2009. The increase in sales has contributed to an increase in the debtors in accordance with the normal working capital cycle.

• Increase in export sales which have a higher collection period has led to a consequent increase in debtors

Depreciation in Indian Rupee vis-à-vis the US Dollar has also contributed to an increase in debtors.

Capital Expenditure Our capital expenditures consists principally of investments in new furnaces (additional capacity build up), relining of existing furnaces, investment in captive power plants and other miscellaneous expenditure. Substantially all of our capital expenditures have been incurred in India, USA and Sri Lanka. We have incurred

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aggregate capital expenditure (net) of Rs. 110.55 crores, Rs. 198.59 crores, Rs. 274.47 crores and Rs. 161.17 crores during the years ended March 31, 2006, 2007, 2008 and 2009 respectively. Contingent Liabilities As of March 31, 2008 and March 31, 2009, we had contingent liabilities arising from contracts remaining to be executed on capital account, tax liabilities, bank guarantees and counter-guarantees of Rs. 340.85 crores and Rs. 375.90 crores. For more details, please refer to Note No. 2 (Contingent liability) of Annexure V in the section titled “Financial Statements – Consolidated Financial Statements” as well as the section titled “Outstanding Litigation and Material Developments” of this Letter of Offer. Indebtedness Our total debt outstanding as of March 31, 2009 was Rs. 1357.07 crores. The following table summarises aspects of our outstanding indebtedness as of the following dates:

Rs. in crores

Indebtedness

As at March 31, 2009

As at March 31, 2008

As at March 31, 2007

As at March 31, 2006

Secured debt 532.14 487.39 420.82 342.87 Unsecured debt 824.93 553.89 283.59 139.93 Our outstanding secured debt as of March 31, 2009 included foreign currency term loans from banks. Our outstanding unsecured debt as of March 31, 2009 primarily included short terms loans for funding working capital requirements and for funding capacity expansion programmes. . Most of our financing arrangements are unsecured. Some of our loan documents include certain conditions and covenants that require us to obtain consents prior to carrying out certain activities and entering into certain transactions. Failure to obtain these consents could have significant consequences on our business and operations. Specifically, we require, and may be unable to obtain, consents to incur additional debt, issue equity, change our capital structure, increase or modify our capital expenditure plans, pay any dividends, undertake any expansion, provide additional guarantees, change our management structure, or merge with or acquire other companies, whether or not there is any failure by us to comply with the other terms of such agreements. We believe that our relationships with our lenders are good, and we have in the past obtained consents from them to undertake various actions and have informed them of our activities from time to time. Compliance with the various terms is, however, subject to interpretation and we cannot assure you that we have requested or received all consents from our lenders that are required by our financing documents. As a result, it is possible that a lender could assert that we have not complied with all terms under our existing financing documents. Any failure to comply with the requirement to obtain a consent, or other condition or covenant under our financing agreements that is not waived by our lenders or is not otherwise cured by us, may lead to a termination of our credit facilities, acceleration of all amounts due under such facilities and trigger cross default provisions under certain of our other debt instruments, and may adversely affect our ability to conduct our business and operations or implement our business plans. Off-Balance Sheet Transactions Except as described in this Letter of Offer, we have not had any off-balance sheet transactions other than as disclosed in Note 2 (Contingent liability) of Annexure V in the section entitled “Financial Statements – Consolidated Financial statements” of this Letter of Offer. Unusual or Infrequent Events or Transactions Except as described in this Letter of Offer, since March 31, 2009, there have been no events or transactions to our knowledge which may be described as “unusual” or “infrequent”. Significant economic/regulatory changes Our C&P business is dependent on the general economic conditions in the global markets that we operate in. For more details, please refer to the section titled “Risk Factors” of this Letter of Offer.

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Known Trends or Uncertainties Except as described elsewhere in this Letter of Offer, to our knowledge there are no known trends or uncertainties which are expected to have a material adverse impact on our operations or finances. Future Relationship between Costs and Income Except as described elsewhere in this Letter of Offer, there are no known factors affecting the future relationship between costs and income which could have a material adverse impact on our operation or finances. Total Turnover of the industry Relevant industry data, as available, for the industry turnover has been included in the section titled ‘Industry Overview’ beginning on page 43 of this Letter of Offer. New Product or Business Segment We have not introduced any new products or ventured into new businesses after March 31, 2009. Seasonality of Business Our business is not seasonal. Our C&P business is however largely dependent on the overall economic conditions prevailing globally. The level of our operations, income and profitability may be affected by these factors. Significant Dependence on a Single or Few Customers Our operations are not significantly dependent on a single or a few customers. Related Party Transactions For details please refer to the discussion in the sections titled “Financial Statements” beginning on page 122 of this Letter of Offer. Competitive conditions We may face competition from alternate material other than glass such as plastics, for certain of our flacconage products, as described in the section entitled “Risk Factors” beginning on page ix of this Letter of Offer. Significant developments after March 31, 2009 that may affect our future results of operations In the opinion of the Board of our Company, there have not arisen, since the date of the last financial statements included in this Letter of Offer, any circumstances that materially and adversely affect the profitability or the value of our assets or our ability to pay our liabilities within the next 12 months. Except as described in this Letter of Offer, to our knowledge no circumstances have arisen since the date of the last financial statements as disclosed in this Letter of Offer which materially and adversely affect, or are likely to so affect, our operations or profitability, the value of our assets or our ability to pay our material liabilities within the next twelve months. Except as otherwise described in this Letter of Offer, there are no subsequent developments after the date of the Auditor’s Report which we believe are expected to have a material adverse impact on our reserves, profits, earnings per share and book value. Critical Accounting Policies We have identified the policies below as critical to our business operations and the understanding of our financial condition and results of operations. The impact and any associate risks related to these policies on our business operations is discussed throughout this “Management's Discussion and Analysis of Financial Condition

178

and Results of Operations” where such policies affect our reported and expected financial results. The preparation of our financial statements requires us to make subjective judgment in selecting the appropriate estimates and assumptions that affect the amounts reported in our financial statements. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. There can be no assurance that our judgments will prove correct or that actual results reported in future periods will not differ from our expectations reflected in our accounting treatment of certain items. This discussion should be read in conjunction with our financial statements and notes as applicable during the respective fiscal year. Set forth below are our critical accounting policies under Indian GAAP. Principles of consolidation The consolidated financial statements relate to the Company and the Group. The consolidated financial statements have been prepared on the following basis: • In respect of Subsidiary Enterprises, the financial statements have been consolidated on a line-by-line

basis by adding together the book values of like items of assets, liabilities, income and expenses, after as far as possible eliminating intra-group balances and intra-group transactions resulting in unrealized profits or losses in accordance with Accounting Standard 21 - Consolidated Financial Statements issued by the Institute of Chartered Accountants of India.

• Assets and liabilities of the foreign subsidiaries are translated into Indian Rupees at the rate of

exchange prevailing as at the balance sheet date. Revenue and expense are translated into Indian Rupees at the average exchange rate prevailing during the year and the resulting net translation adjustment has been disclosed as Foreign Exchange Translation Reserve in Reserves and Surplus.

• The share of Minority Interest in the net profit of subsidiaries for the year is identified and adjusted

against the income of the group to arrive at the net income attributable to the Company. • The share of Minority Interest in net assets of subsidiaries is identified and presented in the

consolidated financial statements separate from liabilities and the equity of the Company. • 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 Company’s separate financial statements.

Key Accounting policies For details of Key Accounting Policies refer to Annexure IV of the section titled ‘Financial Statements – Consolidated Financial Statements’ and Annexure IV of the section titled ‘Financial Statements – Standalone Financial Statements’ on pages 128 and 149 of this Letter of Offer.

179

Information as required by Government of India, Ministry of Finance, Circular No. F2/5/SE/76 dated February 5, 1977 as amended vide their circular of even number dated March 8, 1977 is given below: 1. Working Results of the Company Particulars For the period from April 1, 2009 to

July 31, 2009 (Rs. in crores) Income - Services N/A- Product Sales 337.44- Other Income 6.25Total Income 343.69 EBIDTA 53.67- Interest and Finance Charges 47.73- Depreciation 30.68 Profit/Loss Before Tax (24.75)Provision for Taxation (1.29)Add: Balance brought forward from last year (145.67) Profit/Loss carried to Balance Sheet (169.13)

180

FINANCIAL INDEBTEDNESS AS ON JULY 31, 2009

Sr. No.

Name of Lender

Date of Sanction

Purpose Sanction Amount

Rate of Interest

Securities Offered Repayment Details

Outstanding Amount (Rs. In crores)

LONG TERM FUND BASED LOANS 1. Axis

Bank (ECB Loan)

March 7, 2007

Capital expenditure towards Greenfield plant being established at Kosamba

U.S.$ 5 million

4.22% First Mortgage and Charge on our Company’s properties (i) of Kosamba plant situate at Mouje Tarsadi, Taluka Mangarol, District Surat and (ii) of Jambusar plant situate at Mouje Uchchad, Taluka Jambusar, District Bharuch, both in the State of Gujarat and on the plant and machinery, furniture, electrical installation, vehicles, spares, tools, accessories, etc.

Repayable at the end of 37 months commencing from the date of the last drawdown i.e., March 7, 2007 Repayment Date: May 10, 2010

25.36

2. HSBC Bank (ECB Loan)

August 1, 2006

Capital expenditure

U.S $ 5 million

7.85% First Mortgage and Charge on our Company’s properties (i) of Kosamba plant situate at Mouje Tarsadi, Taluka Mangarol, District Surat and (ii) of Jambusar plant situate at Mouje Uchchad, Taluka Jambusar, District Bharuch, both in the State of Gujarat and on the plant and machinery, furniture, electrical installation, vehicles, spares, tools, accessories, etc.

Repayable at the end of three years commencing from the first drawdown date i.e., August 1, 2006 Repayment Date: August 30, 2009

25.36

3. HDFC Bank (Rupee Term Loan)

August 25, 2006

Facility to be used by the borrower towards financing capital expenditure of the business

Rs.100 crores

5.70% Unsecured Put / call option at the end of 13th Month Repayable in equal quarterly installment

12.50

181

Sr. No.

Name of Lender

Date of Sanction

Purpose Sanction Amount

Rate of Interest

Securities Offered Repayment Details

Outstanding Amount (Rs. In crores)

commencing from the 15th month from drawdown date i.e., August 25, 2006

4. HDFC Bank

October 8, 2008

Reimbursement of capital expenditure incurred in 2007-08

50.00 crores

12.75% Unsecured Repayment of (a) Rs. 2.5 crores in July, 2009, (b) Rs. 2.5 crores in October, 2009, and (c) balance of Rs. 5.00 crores in eight quarterly installments commencing from January, 2010 to October, 2011.

45.00

5. IndusInd Bank Limited

June 29, 2009

For refinance of loan taken for the creation of assets

Rs.40.00 crores

11.75 Mortgage and First pari passu charge on the immovable properties of our Company and the movable plan & machinery, machinery spares, tools & accessories both present and future situated at Kosamba & Jambusar, both in the State of Gujarat having security cover of 1.78 times. (The plant and machinery would be except the specific machinery procured under the buyers credit facility).

Repayable in 20 quarterly installments of Rs.2 cr. each commencing from 31st December, 2009

40.00

6. Central Bank of India

June 17, 2009

Replacement of existing short term loan

Rs.50.00 crores

12.00% (a) First charge on pari passu basis along with other terms loan lenders by way of mortgage of our Company’s

Repayable after two years from the date of first disbursemen

50.00

182

Sr. No.

Name of Lender

Date of Sanction

Purpose Sanction Amount

Rate of Interest

Securities Offered Repayment Details

Outstanding Amount (Rs. In crores)

land and building and immoveable plant and machineries being, lying and situate at Kosamba and Jambusar. (b) First charge on pari passu basis along with other Term Loan lenders by way of Hypothecation of movable fixed Assets of our Company.

t in 12 quarterly installments. First installment due on July 1, 2011.

7. HSBC Bank (Buyers credit)

December 8, 2006

To facilitate imports

EUR 23,81,000(USD 6,40,652.80)

8.03% First pari passu charge on our Company’s property (i) of Kosamba plant situate at Mouje Tarsadi, Taluka Mangarol, Dist. Surat (ii) of Jambusar plant situate at Mouje Uchchad, Taluka Jambusar, Dist. Bharuch, both in the state of Gujarat and on the movable plant and machinery, machinery spares, tools and accessories, etc.

Repayable in 7 quarterly installment of USD 91,521.71 each. First installment commenced from March 19, 2008.

0.46

8. HSBC Bank (Buyers credit)

December 18, 2006

Import of capital equipments

EUR 5,08,212 (USD 12,60,496.63)

8.57% First pari passu charge on our Company’s property (i) of Kosamba plant situate at Mouje Tarsadi, Taluka Mangarol, Dist. Surat (ii) of Jambusar plant situate at Mouje Uchchad, Taluka Jambusar, Dist. Bharuch, both in the state of Gujarat and on the movable plant and machinery, machinery spares,

Repayable in 7 quarterly installment of USD 1,80,070.95 each. First installment commenced from March 20, 2008.

0.91

183

Sr. No.

Name of Lender

Date of Sanction

Purpose Sanction Amount

Rate of Interest

Securities Offered Repayment Details

Outstanding Amount (Rs. In crores)

tools and accessories, etc

9. AXIS Bank (Buyers Credit)

January 16, 2009

Import of capital equipments

Rs.5.80 crores (USD 11,78,548.80)

4.00 % Unsecured Repayable within six months from the drawdown date i.e., January 20, 2009. Rolled over by a period of 7 months from June 20, 2009 Repayment Date: January 20, 2010

5.98

10. ICICI Bank (Buyers Credit)

March 27, 2009

Meeting working capital requirement

Rs 700 million.

3.59% Exclusive Charge of all assets procured under the Letter of Credit Facility, which are as follows: i) All equipments including spares, tools and accessories, softwares, whether installed or not, whether stored or be in all of the Company’s factories, premises and godowns. ii) Specific assets being: 1. Feeder Mechanism & I.S. Machine Parts supplied by Bottero SPA, Italy. 2. Cast Refractories supplied by Vesuvious Monofrax, USA 3. Magnestic Refractories supplies by RHI Glass GmbH 4. Fuzed Cast Refractories Supplied by Asahi Glass ceramics Co.

$ 4.83 million to be repaid in the F.Y 2010 & $ 2.40 million to be repaid in F. Y 2011.

36.68

184

Sr. No.

Name of Lender

Date of Sanction

Purpose Sanction Amount

Rate of Interest

Securities Offered Repayment Details

Outstanding Amount (Rs. In crores)

Ltd. Singapore 5. Furnace & Forehearth supplied Horn Glass Industries, Germany 6. Argos Machines & Astra 3 cameras Inspection System supplied by Visiglass, Belgium 7. Conveyor manifold including valves supplied by Bottero SPA, Italy.

11. Jambusar Sales Tax Deferment Loan

- - 25.72 crores

- Unsecured Repayable in 5 equal annual installments commencing from F. Y 2012

25.72

SHORT TERM FUND BASED LOAN 1. Cash

Credit and WCDL from Banks

- - 95.00 crores

13.35% ( average rate of interest of all consortium banks)

Pari passu first charge on the Borrower’s Stock of raw materials, semi- finished and finished goods, consumable stores and spares not relating to plant and machinery, bills receivable, Book-debts and all other movables of the Borrower (excluding such movables as were permitted from time to time) but including the documents of title to goods and other assets, such as outstanding moneys, receivables including receivables by way of cash assistance and/or cash, including under the cash incentive scheme, or any other scheme claims, or any other scheme, bills,

- 3.85

185

Sr. No.

Name of Lender

Date of Sanction

Purpose Sanction Amount

Rate of Interest

Securities Offered Repayment Details

Outstanding Amount (Rs. In crores)

invoices, documents, contracts, engagements, Securities, investments in rights, both the present and future, of the Borrower, pertaining to the Borrower’s contracts, engagements, Securities, investments in rights, both then present and future, of the Borrower, pertaining to the Borrower’s activities and operations at its divisions Kosamba and Jambusar in the State of Gujarat and elsewhere then being and lying in the Borrower’s premises, or godowns of or rented and whether lying loose or in cases or otherwise used in the business of the borrower at the said sites or in transit then belonging to or that may at any time, during the continuance of the said facilities and that security, belonging to the Borrower or that may be held by a party to the order or disposition of the Borrower (which assets comprised in that security are hereinafter for brevity’s sake referred to as the hypothecated assets, on which the charge is created.

186

Sr. No.

Name of Lender

Date of Sanction

Purpose Sanction Amount

Rate of Interest

Securities Offered Repayment Details

Outstanding Amount (Rs. In crores)

2. Exim Bank PCFC

May 6, 2009

PCFC 9.20 crores (USD 18,61,255.54)

6.00% Secured # Repayable within six months i.e., on or before November 2 , 2009

9.20

3. Corporation

October 16, 2008

PC Rupee 13.00 crores

11.50% Unsecured Repayable within six months i.e., on or before April 6, 2009

0.20

4. Corporation

January 21, 2009

PCFC $4 million

4.86% Unsecured Repayable within six months i.e., on or before July 20, 2009

0.02

5. Corporation

March 5, 2009

PCFC $3 million

5.30% Unsecured Repayable within six months i.e., on or before September 1, 2009

15.22

6. Corporation

June 30, 2009

PCFC $1.5 million

4.86% Unsecured Repayable within six months i.e., on or before December 27, 2009

6.74

7. Corporation

July 7, 2009

PCFC $2.5 million

4.86% Unsecured Repayable within six months i.e., on or before January 3, 2010

12.11

8. Corporati

July 31, 2009

PCFC $1.5 4.86% Unsecured Repayable within six months i.e., on or before January 27, 2010

6.74

9. Standard Chartered

May 29, 2009

PCFC $ 3 million

5.25% Unsecured #

Repayable within six months i.e., on or before November 25 , 2009

13.82

10. Standard Chartered

March 17, 2009

PCFC $0.35 million

5.38% Unsecured Repayable within six months i.e., on or before September 13, 2009

1.78

11. HSBC February 19, 2009

PCFC $1 million

5.25% Unsecured# Repayable within six months i.e., on or before August 18,

2.22

187

Sr. No.

Name of Lender

Date of Sanction

Purpose Sanction Amount

Rate of Interest

Securities Offered Repayment Details

Outstanding Amount (Rs. In crores)

2009 12. HSBC March 19,

2009 PCFC $ 2

million 5.36% Unsecured Repayable

within six months i.e., on or before September 15, 2009

10.14

13. HSBC March 26, 2009

PCFC $ 1 million

5.28% Unsecured Repayable within six months i.e., on or before September 22, 2009

5.07

14. HSBC- May 4, 2009

PCFC $ 1.5 million

5.28% Unsecured# Repayable within six months i.e., on or before October 31, 2009

6.74

15. HDFC

Bank Ltd.

July 14, 2009

Meeting working capital requirements.

Rs. 50 crores

8.90% Unsecured Repayable within six months from the date of disbursement i.e., July 15, 2009 Repayment Date: January 15, 2010

50.00

16. HDFC Ltd.

February 24, 2009

Meeting ongoing business requirements

Rs.100 crores

13.50% Unsecured Repayable within six months from the date of disbursement i.e., February 24, 2009 Repayment Date: August 14, 2009

100.00

17. HDFC Ltd.

June 22, 2009

Meeting on going business requirements

Rs.200 crores

10.50% Unsecured a) Rs.100 crores repayable within four months from the date of drawdown i.e., June 22, 2009 b) Rs.100 crores repayable within five

90.00

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Sr. No.

Name of Lender

Date of Sanction

Purpose Sanction Amount

Rate of Interest

Securities Offered Repayment Details

Outstanding Amount (Rs. In crores)

months from the date of drawdown. i.e., June 22, 2009 Repayment Date: - a) October 22, 2009 b) November 22, 2009

18. Allahabad Bank

February 18 ,2009

Meeting working capital requirements.

Rs. 100 crores

12.50% Unsecured Repayable at the end of 6 months from date of disbursement i.e., February 25, 2009 Repayment date: August 25, 2009

100.00

19. .

IDBI Bank

March 31, 2008

Meeting working capital requirements.

Rs.15 crores

10.25% Unsecured Repayable within three months from the date of Disbursement i.e., July 29 , 2009 Repayment Date October 28 , 2009

15.00

20. IDBI Bank

March 31, 2008

Meeting working capital requirements.

Rs.25 crores

10.25% Unsecured Repayable within three months from the date of disbursement i.e., July 14 , 2009 Repayment Date: October 12 , 2009

25.00

21. YES Bank

February 2, 2009

Meeting Working Capital Requirements

Rs.100 Crores

10.% Unsecured Repayable within four months from the date of disbursement i.e., February

100.00

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Sr. No.

Name of Lender

Date of Sanction

Purpose Sanction Amount

Rate of Interest

Securities Offered Repayment Details

Outstanding Amount (Rs. In crores)

2, 2009 Rolled over for a period of 5 months from June 2, 2009. Repayment Date: November 2, 2009

22. YES Bank

May 6, 2009

Meeting Working Capital Requirements

Rs.40 Crores

11.50% Unsecured Repayable within six months from the date of disbursement i.e., May 6, 2009 Repayment Date: November 6, 2009

40.00

# Out of the total Packing Credit Foreign Currency (“PCFC”) Loans availed by our Company from various banks, the following loans have been availed against the Cash Credit/ WCDL limits (Refer to Sr. no. 1 of Short Term Loans) sanctioned to the Company vide a Working Capital Consortium Agreement dated March 13, 1999 and the same are secured by a Deed of Hypothecation dated February 14, 2008. Bank Name PCFC Loan Availed against

the Cash Credit/ WCDL facility

Secured Amount (Rs. in crores)

Unsecured Amount (Rs. in crores)

Exim Bank 9.20 9.20 - HSBC Bank 24.17 5.00 19.17 Standard Chartered Bank 15.60 5.00 10.60

The amounts which the Company is required to repay under each of these loans during the period May 2009 to July 2009 is shown in the following table:

Statement showing repayments of loans during May 2009 to July 2009

(Rs. Cr.)

Type of Loans May-09 Jun-09 Jul-09 Total May - July LONG TERM LOANS HDFC Bank - T.L 12.50 0.00 0.00 12.50 HDFC Bank - T.L 0.00 0.00 2.50 2.50 Buyers Credit HSBC 0.00 0.46 0.91 1.38 Buyers Credit Axis Bank 0.00 5.98 0.00 5.98 Sub Total (A) 22.36 SHORT TERM LOANS State Bank of Hyderabad - STL 0.00 40.00 0.00 40.00 HDFC Bank - STL 0.00 0.00 50.00 50.00 Allahabad Bank - STL 0.00 50.00 0.00 50.00

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Type of Loans May-09 Jun-09 Jul-09 Total May - July YES Bank - STL 0.00 100.00 0.00 100.00 HDFC LTD. 0.00 100.00 0.00 100.00 Axis Bank- STL 0.00 0.00 25.00 25.00 Sub Total (B) 365.00 PCFC LOANS Exim Bank PCFC (INR) 9.20 0.00 0.00 9.20 Corporation Bank PCFC 0.00 0.00 18.20 18.20 Standard Chartered Bank - PCFC 0.00 15.22 0.00 15.22 Sub Total (C) 42.62 Total (A+B+C) 429.97

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LEGAL AND REGULATORY INFORMATION

OUTSTANDING LITIGATIONS & MATERIAL DEVELOPMENTS Except as described below, there are no outstanding litigations, suits or criminal or civil prosecutions, proceedings or tax liabilities against our Company, our Directors, our Promoter, our subsidiaries, or the Promoter Group and there are no defaults, non-payment, statutory dues, overdues, institutional / bank dues and dues payable to holders of any debentures, bonds and fixed deposits and arrears of preference shares of our Company, 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 1 of Schedule XIII of the Companies Act) other than unclaimed liabilities against our Company. Further, our Company, our Directors or our Promoter have not been declared as willful defaulter by RBI, have not been debarred from dealing in securities and / or accessing the capital markets by SEBI and no disciplinary action has been taken against them by SEBI or any stock exchanges. Criminal proceedings initiated by or against our Company or our Directors or Promoter There are no criminal proceedings initiated against our Company or our Directors in their capacity as the directors of our Company or our Promoter Mr. Ajay G. Piramal in his capacity as the Chairman of our Company. I. The Outstanding Litigation initiated “against” and “by” Our Company is as under: 1. Piramal Glass Limited (A) Income Tax The following Income Tax cases have been filed against our Company and are pending: 1) The DCIT and ACIT, Circle 6(3) have filed three Income tax Appeals against our Company bearing

Appeal Nos. ITA/4779/MUM/04, ITA/7666/MUM/2004 and ITA 9498/M/04 before ITAT, Mumbai. The matter in dispute pertains to the income tax assessments for the A.Y.: 1999-2000, A.Y.: 2000-2001 and A.Y.: 2001-2002 respectively. In these Appeals, the DCIT has challenged the Orders of CIT (A) directing the AO to allow our Company to amortise an amount of Rs.18 crore of non-compete fees paid to Piramal Enterprises Limited, one of the Promoter Group companies, over a period of 18 years, thereby accepting our Company’s contention that the payments were made in the business interest of our Company. As regards A.Y.1999-2000, the Appeal of the DCIT has been allowed by an Order of the ITAT dated December 16, 2008 and the entire Rs. 18 crores has not been allowed to be amortized over a period of 18 years. As regards A.Y.2000-01 & A.Y.2001-02 the quantum of relief given by CIT(A) for the A.Y. 2000-01 and A.Y. 2001-02 is Rs. 1 crore. The Appeals are pending and no date of hearing is assigned by the ITAT.

In all the three Appeals as mentioned in the preceding paragraph, the DCIT has also challenged the Order of CIT (A) directing the AO to consider the fair value of the depreciable assets acquired in A.Y.1999-2000 from Piramal Healthcare Limited as actual cost for the purpose of computation of allowable depreciation, considering the transaction as slump sale instead of amalgamation. As regards A.Y.1999-2000, by an Order of ITAT dated December 16, 2008, the ITAT has set aside this issue and has directed the CIT (A) to reconsider this issue. The issue is pending before CIT (A). The hearing before the CIT(A) is fixed on 7th August 2009.

In the Appeal No.ITA 9498/M/04 for the A.Y.: 2001-02, the ACIT has challenged the Order of CIT(A) directing to delete the addition of Rs. 0.38 crores to the income in respect of write back of sundry creditors u/s 41(1) of the Income Tax Act, 1961. The ACIT has also contended that the AO has wrongly directed the AO to exclude Rs. 2.25 crores, being provisions made for redemption of debentures while computing book profit u/s 115JB in the same A.Y.

As regards A.Y.1999-2000, the aggregate quantum challenged by DCIT for the above disputes is Rs. 41.78 crores.

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As regards A.Y.2000-01, the aggregate quantum challenged by DCIT for the above disputes is Rs. 18.93 crores

As regards A.Y.2001-02, the aggregate quantum challenged by DCIT for above disputes is Rs. 20.23 crores

As regards A.Y. 1999-2000, A.Y. 2000-01 and A.Y.2001-02, the Appeals are pending and no date of

hearing is assigned by the CIT(A) / ITAT.

Our Company has filed a Miscellaneous Application before the ITAT, Mumbai against the ITAT Order dated December 16, 2008 in respect of the issue of non-compete fees of Rs. 18 crores paid to Piramal Enterprises Ltd. The matter was heard by the ITAT and Order is awaited.

Our Company has also filed an application on May 11, 2009 before the Bombay High Court against the Order of the ITAT (Mumbai) challenging the decision of the ITAT. The following Income Tax cases have been filed by our Company and are pending: 1) Our Company has filed two cross Income Tax Appeals before the ITAT against Order of CIT (A),

Mumbai challenging various disallowances of expenses by AO under the I.T. Act. The matters pertain to the income tax assessment for the A.Y.2000-01 and A.Y.: 2001-02 .The DCIT and ACIT have upheld the disallowances by the A.O. of various expenses which have been challenged by us before the ITAT. The disallowances, amongst others, include the following: (i) disallowing the depreciation on the capitalized sum of the non-compete fees allocated over various assets, (ii) not allowing the payment of Rs. 18 crore towards non-compete fees as revenue expenditure, (iii) disallowing claim for depreciation on payment of non- compete fees of Rs. 18 crores if treated as intangible assets under the regular provisions of the I.T. Act and (iv) addition of amounts transferred to Debenture Redemption Reserve to determine book profits u/s 115JA of the I.T. Act.

As regards A.Y. 2000-01 and A.Y. 2001-02, the Appeal is still pending and no date of hearing is assigned by the ITAT. As regards A.Y. 2000-01, the other outstanding issues were addition of sums being provision for doubtful debts for the purposes of computing of book profits u/s 115JA of the I.T Act. and disallowance of bad debts written off under regular provisions of the I.T. Act. As regards A.Y. 2001-02, the other outstanding issues were disallowing the interest on borrowed funds for investment in subsidiary companies, for giving interest free advances to sister concerns /employees/ receivables from sister concerns, disallowing provident fund expenses u/s 43B, disallowing pooja expenses etc. The Appeal is still pending and no date of hearing is assigned by the ITAT. As regards A.Y.2001-02, the CIT (A) has directed the A.O. to reconsider the issue on double disallowance of Rs. 0.92 crores of CENVAT on closing stock. The same is pending before the A.O. As regards A.Y.2000-01, the aggregate quantum challenged by DCIT for the above disputes is Rs.18.93 crores. As regards A.Y.2001-02, the aggregate quantum challenged by DCIT for the above disputes is Rs.20.23 crores. As regards A.Y 2000-01 and A.Y.2001-02, the Appeals are pending and no date of hearing is assigned by the ITAT.

2) Our Company has filed an Appeal before CIT (A), Mumbai against Order of ACIT, Range 6(3),(AO)

Mumbai. The matter pertains to the A.Y. 2001-02. In respect of the return of income filed on October 31, 2001, the assessment was reopened by issuing a notice u/s 148 of the I.T Act. In response, our Company filed a letter challenging the reopening and also stated that the return filed on October 31, 2001 may be treated as return filed in response to notice u/s 148 of the I.T. Act. The Appeal was filed against the Order dated October 20, 2008 u/s143 read with section 147 of the I.T. Act regarding disallowance of Rs. 0.21 crores towards depreciation on CENVAT credit capitalized on fixed asset by

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contending that it was not included in the cost of fixed assets and challenging the restriction of TDS credit for TDS paid in Sri Lanka, contending that it was in accordance with Double Taxation Avoidance Agreement. The matter is pending and no date of hearing is assigned by the CIT (A). The aggregate amount in dispute is Rs. 0.21 crores.

3) Our Company has filed an appeal before CIT(A), Mumbai against the Order of the ITO 6(3)(1) in

respect of the A.Y.2003-04. The appeal primarily related to the disallowance of depreciation of the capitalized sum of non-compete fees allocated over various fixed assets, depreciation on value of assets acquired in A.Y.1999-2000 from Piramal Healthcare Limited as actual cost for the purpose of computation of allowable depreciation, disallowance of interest expense on borrowed funds for investment in subsidiary company, for giving interest free advances to sister concerns/employees/receivables from sister concerns, treating professional fees paid as capital expenditure, disallowing provident fund expenses u/s 43B, etc. The aggregate amount in dispute is Rs.12.92 crores. The hearing before the CIT(A) is fixed on August 7, 2009.

4) Our Company has filed an appeal before CIT(A), Mumbai against the Order of the ITO 6(3)(1) in

respect of the A.Y.2004-05. The appeal primarily relates to disallowance of depreciation of the capitalized sum of non-compete fees allocated over various fixed assets, depreciation on value of assets acquired in A.Y.1999-2000 from Piramal Healthcare Limited as actual cost for the purpose of computation of allowable depreciation, disallowance of interest expense on borrowed fund for investment in subsidiary company, for giving interest free advances to sister concerns /employees/ receivables from sister concerns, treating deferred revenue expenses as capital expenditure, disallowance of bad debts written off, adjustment u/s 145A to closing stock, disallowing provident fund contribution u/s 43B etc under the regular provisions of the I.T. Act and addition of amount transferred to Debenture Redemption Reserve to arrive at book profit for the purpose of Minimum Alternate Tax, etc. The aggregate amount in dispute is Rs.13.41 crores.

5) As regards A.Y.2005-06, the disallowances relate to depreciation of the capitalized sum of non-compete

fees allocated over various fixed assets, depreciation on value of assets acquired in A.Y.1999-2000 from Piramal Healthcare Limited as actual cost for the purpose of computation of allowable depreciation, disallowance of the interest expense on borrowed fund for investment in subsidiary company, for giving interest free advances to sister concerns /employees/ receivables from sister concerns, claim for inventories written off, addition u/s 92C to determine arms length price for transaction with Associate enterprises, disallowing provident fund expenses u/s 43B, adjustment u/s 145A to closing stock etc under the regular provisions of the I.T. Act and addition of provision for inventories, provision for debtors, disallowing deduction u/s 80HHC while computing Book profit for the purpose of Minimum Alternate Tax etc. The aggregate amount in dispute is Rs.30.08 crores.

All the Appeals are pending and no date of hearings are assigned by the CIT(A), Mumbai and ITAT. (B) Excise Our Company has received the following Show Cause Notices from the Commissioner of Excise and Customs, Surat and has filed Appeals challenging the same: 1. Letter No. AR-V/GG/Fire/97 dated March 4, 1998 and AR-V/GGL/Fire/24th/97-98 dated March 18,

1998.

This matter pertains to a fire that was reported on December 24, 1997, by our Company in the BRS Godown damaging our finished excisable goods and the amount of duty claim for remission is Rs. 0.11 crore. No Show Cause Notice has been issued so far asking our Company to reverse the MODVAT credit amount involved in the said fire damaged goods. An amount of Rs. 0.01 crore has been debited in PLA vide our entry No. 3832 dated November 6, 1998, being the amount of MODVAT involved in the said damaged goods.

2. Show Cause No. AR-V/SCN/GGL/97-98 dated April 13, 1998.

This matter pertains to a fire that was reported on January 2, 1998, by our Company behind the Sodalime Cullet Yard in the Finished Goods Shed in our Kosamba plant. Our Company filed a written letter with the Commissioner of Excise and Customs, Surat claiming a reduction in MODVAT, due to

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destruction of finished excisable goods amounting to Rs. 0.4 crores along with Rs. 0.1 crores from the fire on December 24, 1997. The Deputy Commissioner of Excise and Customs, Surat has partially accepted the abovementioned amount to the extent of Rs. 0.24 crores.

Our Company has filed an Appeal and Stay with the Commissioner (Appeals), Surat- I dated June 2, 2001. The hearing was held on the January 20, 2003, and our Company was directed to prefer an Appeal before the Commissioner of Central Excise at Surat.

Personal hearing before the Commissioner, Central Excise, Surat has not been notified.

3. SCN/2281/98/WRB dated October 16, 1998 issued by the Asst. Commissioner, Surat.

Our Company filed a refund claim for Rs. 0.015 crores before the Assistant Commissioner (Surat) on the basis of an Order of the Tribunal dated October 16, 1998. The Assistant Commissioner (Surat) set aside the refund claim on the ground that the matter is yet to be settled.

Our Company has filed an appeal before the Commissioner (Appeals) (Surat) on June 17, 1999 requesting to grant the refund along with a request for personal hearing. The appeal has been admitted, with a direction to the Joint Additional Commissioner to take a final decision in the matter.

4. F. No. AR-V/MODVAT/CG/99 dated January 1, 1999.

This matter pertains to the disallowed MODVAT Credit taken on some capital goods during the period from April 1998 to August 1998 on the grounds that the said capital goods are excluded under Rule 57-Q. Our Company, pursuant to this Notice, has been asked to show cause why the amount of duty should not be recovered with interest and penalty as per Rule 57-U read with Section 11-A and 11 AB and 173Q (bb). A reply has been fired on May 17, 1999 along with a request for personal hearing. Personal hearing took place before Addl. Commissioner of Central Excise, Surat-II on December 11, 2003 and Order dated December 30, 2003 was passed demanding Rs. 0.0006 crore, plus penalty Rs. 0.0006 crore and interest and the remaining duty of Rs. 0.05 was dropped.

Our Company has filed an Appeal and Stay with Commissioner (Appeals) Surat-II on February 26, 2004 against the aforementioned order. The Matter is pending.

5. F. No. AR-V/MODVAT/CG/99 dated April 01, 1999

This matter pertains to the disallowed MODVAT Credit taken on some capital goods during the period from April 1998 to August 1998 on the grounds that the said capital goods are excluded under Rule 57-Q. Our Company, pursuant to this Notice, has been asked to show cause why the amount of duty should not be recovered with interest and penalty as per Rule 57-U read with Section 11-A and 11 AB and 173Q (bb). A reply has been fired on May 31, 1999 along with a request for personal hearing. Personal hearing took place before Addl. Commissioner of Central Excise, Surat-II on December 12, 2003 and Order dated December 30, 2003 was passed demanding Rs. 0.0012 crore, plus penalty Rs. 0.0012 crore and interest and the remaining duty of Rs. 0.05 was dropped.

Our Company has filed an Appeal and Stay with Commissioner (Appeals) Surat-II on February 26, 2004 against the aforementioned order. The Matter is pending.

6. F. No.V(Ch.R)/18-19/Refund/08 dated July 27, 2009

This matter pertains to the refund claim filed by the Kosamba Unit of our Company for an amount of Rs. 0.06 crore on November 12, 2008 in view of CESTAT Order No. A/2289/WZB/AHD/08 dated October 1, 2008. Our Company, pursuant to this notice, has been asked to show cause why the refund claim amounting to Rs. 0.06 crore should not be credited to Central Government under provisions of Section 11D towards unjust enrichment and be deposited to the Consumer Welfare Fund under Section 12C of the Central Excise Act, 1944 on the ground that the unit has been passed on the incidence of duty amount to their sister unit and the Credit of the said duty so paid by them was admittedly available and was availed by their sister unit at Jambusar. Our Company is also being asked to indicate as to why personal hearing is desired before the case is adjudicated.

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(C) Sales Tax The following Sales Tax cases have been filed against our Company and are pending: 1. In respect of the A.Y.s: 2000-01 and 2001-02, the State of Gujarat & Anr. have filed Civil Appeal Nos.

697-714 of 2009 against our Company and Ors. before the Supreme Court of India. Several Assessees (including our Company) received the benefit of exemption from sales tax on fuel used in the manufacturing process during the period 2001-2005, resulting from a Circular dated February 19, 2001. This Circular was sought to be superseded by a new Circular dated September 2, 2005. The new Circular was challenged before the Gujarat High Court by a number of Writ Petitions (including the writ petition filed by our Company). The Order of the High Court favoured the Assessees. The State of Gujarat preferred an Appeal before the Supreme Court. The Supreme Court considered the question whether the Commissioner on the administrative side under the Gujarat Sales Tax Act, 1969 had the authority or competence to issue the 2001 Circular. After having heard the arguments, the Supreme Court has remanded the matter to the High Court of Gujarat with instructions to examine issues relating to the question of law. The aggregate amount involved in respect of this matter is 7.21 crores.

The matter is now pending before the Gujarat High Court. Next date of hearing is not assigned.

The following Sales Tax cases have been filed by our Company and are pending: 1. In respect of the A.Y. 2003-04 our Company has filed an Appeal against the State of Gujarat before

Joint Commissioner of Sales Tax Appeals, Vadodara.

Our Company has filed this proceeding alleging that the Deputy Commissioner of Commercial Tax, Range 17, Surat, has erroneously determined the taxable turnover of sales, the claims of penultimate export and further that the branch transfer has been rejected arbitrarily. Our Company has challenged the action of the assessing authority that has rejected the “penultimate export claim” which has been accepted by the Customs and Excise Authority and Branch Transfer Applications. The Appeal by our Company also challenges the levy of a penalty or fine u/s 45(6) of Gujarat Sales Tax r/w s 9(2) of the CST and levy of interest u/s 47(4-A)(a)/(b) and penalty u/s 45(6) of the Gujarat Sales Tax r/w s 9(2A) of the Act, 1956. The aggregate amount involved in respect of this matter is 1.96 crores.

The matter is now pending before the Joint Commissioner of Sales Tax Appeals, Vadodara. The next date of hearing is not assigned.

(D) Labour The following Labour cases have been filed against / by our Company and are pending: The Industrial and workmen related disputes and/or complaints or proceedings are either filed by the employee unions representing the employees or workmen of our Company or in some cases by the employees, contract or daily wage workers or workmen by themselves in their individual capacity. The brief description of the labour disputes or cases that are pending against our Company before the Labour Court Bharuch-I, Industrial Tribunal, Surat, District Civil Court Surat, Civil Court Khamboli and Civil Court Mangrol in respect of our two factories located in Jambusar and Kosamba (in the State of Gujarat) are as follows: • There are 63 cases wherein the employees, contract or daily wage workers or workmen of our

Company have alleged unfair labour practice against our Company involving alleged wrongful termination of such persons and claim for their reinstatement with back wages. The total amount of back wages claimed in these 63 cases aggregating to Rs.0.54 crores.

• There are 13 miscellaneous labour disputes, complaints or cases involving claims for compensation on account of personal injury sustained during work at the site and challenge pertaining to termination or dismissal of employment on account of participation by employees in illegal strikes. The total amount of back wages claimed in these 13 cases is Rs.0.22 crores.

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• There is 1 case filed by the Factories Inspector against Jambusar Factory Manager of our Company for alleged non-compliance of the provisions of the Factories Act, 1948.

• There is 1 case filed by the Factories Inspector against Kosamba Factory Manager in respect of the death of two Contract Workers.

• There is an Appeal filed against our Company before the District Court, Surat against the Order of the Civil Court, Mangrol granting a temporary injunction in favour of our Company restraining the labourers from protesting in front of our Kosamba factory premises.

(E) Civil Cases Except as mentioned herein, there are other no civil suits or proceedings filed against our Company. The following are the civil Cases filed by the Company, with respect to the Factory/Plant located at Jambusar, Gujarat. 1. Our Company has filed a petition before the Land & Revenue (Addl. Secretary - Dispute), Ahmedabad

to claim the refund of a premium of Rs. 0.05 Crore paid by our Company.

The matter is pending before Land & Revenue (Addl. Secretary - Dispute), Ahmedabad. The next date of hearing is not assigned.

2. Our Company has filed a civil suit before the Gujarat High Court to claim the refund of a premium of

Rs. 0.05 Crore paid by our Company to Land & Revenue (Addl. Secretary - Dispute), Ahmedabad.

The suit is pending before the Gujarat High Court. The next date of hearing is not assigned. 3. Our Company has filed a civil proceeding before District Development Officer, Gujarat (“DDO”)

against the Jambusar Panchayat for levying a house tax of Rs.0.14 crores by a resolution dated December 24, 2005.. The DDO passed an ex–parte Order on July 5, 2004 against the Company for recovery of the tax. Our Company filed a Special Civil Application against the said ex-parte Order before the Gujarat High Court. By an Order dated December 20, 2004 the High Court quashed and set aside the Order of the DDO and remanded the matter back to DDO to pass a fresh Order in the matter after giving an opportunity to our Company to present our case.

The matter is now pending before the DDO. The next date of hearing is not notified by DDO.

4. Our Company has filed a civil Appeal before Gujarat High Court against the Road Transport Officer-

Baroda.

The Road Transport Officer (“RTO”) issued 10 Memos seeking recovery and payment of road tax from our Company and Registration of our Company’s vehicle in consequence of search of premises conducted on March 4, 2005 for the vehicle used by the Company for its internal use. Our Company challenged the actions of the RTO and preferred Appeal before the Gujarat High Court and the High Court remanded the matter back to the RTO for reconsideration on merits.

The matter is now pending before the RTO. The next date of hearing is not notified by RTO.

Contingent liabilities as on March 31, 2009

Particulars Amount

(Rs. in crores) a) Estimated amount of contracts remaining to be executed on Capital account 5.39 b) Disputed Liability - Central Excise authorities 0.36 - Sales Tax Authorities 9.89 c) Counter / Bank Guarantees issued to Banks & others 21.95 e) The Company has provided Corporate Guarantees and has given pari passu charge on

the entire fixed assets (movable & immovable) both present & future (except assets having exclusive charge) of the Company situated at Jambusar & Kosamba, to EXIM

263.94

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Particulars Amount

(Rs. in crores) Bank of India for Term Loan of US$ 30 millions and Axis Bank, Singapore for Credit facility of US$ 30 millions (by way of Term Loan of US$ 28 millions and a letter of Credit facility of US$ 2 millions) granted to the wholly owned subsidiary in USA viz. Piramal Glass – USA Inc. (erstwhile Gujarat Glass International Inc., USA)

II. Outstanding Litigation involving our Subsidiary 1. Piramal Glass Ceylon Plc (“the Company”) a. Cases filed against the Company

Mr. R.P.M. Hidellaarachchi has filed a case in the Labour Tribunal - Mt. Lavinia, bearing Case No. 32/RM/133/2008, against the company with regard to termination of employment in the year 2008. The terminated employee made a claim for reinstatement or/and compensation. The hearing on June 6, 2009 was held on June 8, 2009. On July 23, 2009 Mr. E.B.S.Dhananjaya has given evidence as a witness of Piramal Glass Ceylon PLC. The next hearing will be held on August 6, 2009.

b. Cases filed by the Company:

Ceylon Glass company has filed a case against Vidrisi International Ltd in the district courts –Mt Lavinia bearing case No 3974/2003/M for recovery of money, amounting LKR 0.16 crore. The case was transferred to district court Moratuwa and the new Case No is 1273/M. On May 2, 2009 the district Judge directed parties to file a written submission on June 17, 2009; which subsequently adjourned to July 15, 2009 for written submissions. The lawyers appeared in the District Court of Moratuwa and tendered Written Submissions on behalf of our company on July 15, 2009. This matter is now fixed for Order on the Preliminary Objection raised by the Defendant No. 1 on August 26, 2009.

c. Contingent Liability as of March 31, 2009: Nil 2. Piramal Glass USA Inc. a. Cases filed by or against Piramal Glass USA Inc.: Nil b. Contingent Liability as of March 31, 2009:: Nil

3. Piramal Glass (UK) Ltd a. Cases filed by or against Piramal Glass (UK) Limited: Nil b. Contingent Liability as of March 31, 2009: Nil 4. Piramal Glass Flat River LLC a. Cases filed by or against Piramal Glass Flat River LLC: Nil b. Contingent Liability as of March 31, 2009: Nil 5. Piramal Glass Williamstown LLC a. Cases filed by or against Piramal Glass Williamstown LLC: Nil b. Contingent Liability as of March 31, 2009: Nil 6. Piramal Glass International Inc a. Cases filed by or against Piramal Glass International Inc: Nil b. Contingent Liability as of March 31, 2009: Nil

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III. Outstanding Litigation involving our Promoter Group companies are as under: 1. Piramal Healthcare Ltd., formerly known as Nicholas Piramal (India) Limited (“the Company”) (A) Income Tax Matters The following Income Tax cases have been filed against the Company and are pending: 1. For the A.Y. 1989-90: The Department, DCIT, Spl Range 5, Mumbai, has filed an Appeal before the

High Court at Mumbai, against the ITAT Order issued in favour of Rhone Poulenc (I) Ltd., on the issues of deduction u/s 32 AB of the I.T. Act and excise duty and sales tax being a part of sales price. The tax impact thereon is Rs. 0.32 crores. The matter is pending before the High Court at Mumbai.

2. For the A.Y. 1990-91: The Department, CIT, City VII, Mumbai, has filed an Appeal before the High

Court at Mumbai, against the ITAT Order issued in favour of Nicholas Piramal (I) Ltd., on the issue of interest paid on overdraft account. The tax impact thereon is Rs. 0.02 crores. The matter is pending before the High Court at Mumbai.

3. For the A.Y. 1991-92: The Department, DCIT, Spl. Range 53, Mumbai, has filed an Appeal before the

ITAT at Mumbai, against the CIT(A) Order issued in favour of Nicholas Piramal (I) Ltd., aggregating Rs. 5.39 crores, on the issues of ONGC liability, Interest on ONGC liability, impact of MODVAT on Closing stocks, deductions in respect of profits and gains from certain industrial undertakings u/s 80HH & 80I of the I.T. Act, premium payable on redemption of debentures, interest paid on borrowings for Advance Tax payments and valuation of closing stock of bottles of Gujarat Glass. The tax impact thereon is Rs. 2.47 crores. The matter is pending before the ITAT at Mumbai.

4. For the A.Y. 1991-92: The Department, CIT, City VII, Mumbai, has filed an Appeal before the High

Court at Mumbai, against the ITAT Order issued in favour of Rhone Poulenc (I) Ltd., on the issues of deduction in respect of profits retained for export business u/s 80HHC of the I.T. Act, excise duty & sales tax being a part of sales price and scrap sales being includable in total turnover. The tax impact thereon is Rs. 0.03 crores. The matter is pending before the High Court at Mumbai.

5. For the A.Y. 1992-93: The Department, DCIT, Spl. Range-34, Mumbai, has filed an Appeal before the

ITAT at Mumbai, against the CIT(A) Order issued in favour of Nicholas Piramal (I) Ltd., aggregating Rs. 1.19 crores, on the issues of impact of MODVAT on closing stocks, deduction u/s 80HH & 80I of the I.T. Act and premium payable on redemption of debentures. The tax impact thereon is Rs. 0.61 crores. The matter is pending before the ITAT at Mumbai.

6. For the A.Y. 1993-94: The Department, DCIT, Spl Range-53, Mumbai, has filed an Appeal before the

ITAT at Mumbai, against the CIT(A) Order issued in favour of Nicholas Piramal (I) Ltd., aggregating Rs. 0.88 crores, on the issue of impact of MODVAT on closing stocks and deduction u/s 80I of the I.T. Act. The tax impact thereon is Rs. 0.45 crores. The matter is pending before the ITAT at Mumbai.

7. For the A.Y. 1994-95: The Department, DCIT, Spl. Range-34, Mumbai, has filed an Appeal before the

ITAT at Mumbai, against the CIT(A) Order issued in favour of Nicholas Piramal (I) Ltd., aggregating Rs. 5.38 crores, on the issues of interest on ONGC liability lease rentals and lease management fees. The tax impact thereon is Rs. 2.36 crores. The matter is pending before the ITAT at Mumbai.

8. For the A.Y. 1995-96: The Department, CIT, City-VII, Mumbai has filed an appeal before the High

Court at Mumbai against the ITAT Order issued in favour of Rhone Poulenc (I) Ltd. on the issue of re-assesment on account of revision of 80HH deduction. The tax impact thereon is Rs. 0.23 crores. The matter is pending before the Bombay High Court.

9. For the A.Y. 1996-97: The Department, Addl. CIT, Spl. Range-34, Mumbai, has filed an Appeal before

the ITAT at Mumbai, against the CIT(A) Order issued in favour of Nicholas Piramal (I) Ltd., aggregating Rs. 19.59 crores, on the issues of depreciation on assets taken over from Sumitra Pharmaceuticals and diminution in the value of Advance License Benefits. The tax impact thereon is Rs. 9.01 crores. The matter is pending before the ITAT at Mumbai.

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10. For the A.Y. 1996-97: The Department, CIT, City-7, Mumbai, has filed an Appeal before the High Court at Mumbai, against the ITAT Order issued in favour of Rhone Poulenc (I) Ltd., on the issue of deduction in respect of profits retained for export business u/s 80HHC of the I.T. Act. The tax impact thereon is Rs. 0.05 crores. The matter is pending before the High Court at Mumbai.

11. For the A.Y. 1997-98: The Department, Addl. CIT, Spl. Range-34, Mumbai, has filed an Appeal before

the ITAT at Mumbai, against the CIT(A) Order issued in favour of Nicholas Piramal (I) Ltd., aggregating Rs. 46.20 crores, on the issues of grant received from Boehringer Mannheim (Germany), depreciation on assets taken over from Sumitra Pharmaceuticals-Piramal, software development product expenses, loss arising from bad and doubtful debts allowed u/s 115JA of I.T. Act, transfer of debenture redemption reserve disallowed u/s 115JA, short-term capital gain on security deposit taken on account of lease transaction disclosed under Voluntary Disclosure of Income Scheme & Kar Vivad Samadhan Scheme and provision for leave encashment disallowed u/s 115JA. The tax impact thereon is Rs. 16.91 crores. The matter is pending before the ITAT at Mumbai.

12. For the A.Y. 1997-98: The Department, CIT, Mumbai, has filed an Appeal before the High Court at

Mumbai, against the ITAT Order issued in favour of Rhone Poulenc (I) Ltd., on the issue of wealth tax. The tax impact thereon is Rs. 0.15 crores. The matter is pending before the High Court at Mumbai.

13. For the A.Y. 1998-99: The Department, Addl. CIT, Spl. Range-34, Mumbai, has filed an Appeal before

the ITAT at Mumbai, against the CIT(A) Order issued in favour of Nicholas Piramal (I) Ltd., aggregating Rs. 61.13 crores, on the issues of VRS expenses, interest u/s 36(1)(iii) of I.T. Act, depreciation on assets taken over from Sumitra Pharmaceuticals, Thane factory closure expenses, proportionate interest paid on investment in shares & tax-free bonds, transfer to debenture redemption reserve and loss on termination of lease. The tax impact thereon is Rs. 16.63 crores. The matter is pending before the ITAT at Mumbai.

14. For the A.Y. 1998-99: The Department, CIT, Mumbai, has filed an Appeal before the High Court at Mumbai, against the ITAT Order issued in favor of Sarabai Piramal Pharmaceuticals Pvt. Ltd., on the issue of depreciation on technical know-how, marketing rights, trademarks, interest expenditure attributable to funds used for acquiring know-how, deductions for expenditure in acquisition of patents & copyrights u/s 35A of I.T. Act and technical know-how u/s 35 AB. The tax impact thereon is Rs. 2.09 crore. The matter is pending before the High Court at Mumbai.

15. For the A.Y. 1999-2000: The Department, DCIT, Circle-7(1), Mumbai, has filed an Appeal before the

ITAT at Mumbai, against the CIT(A) Order issued in favour of Nicholas Piramal (I) Ltd., aggregating Rs. 99.67 crores, on the issues of short term capital gains on sale of undertakings, disallowance u/s 14A of I.T. Act, Thane factory closure expenses, depreciation on assets taken from Sumitra Pharmaceuticals, PHL & Boehringer Mannheim India Limited (BMIL) and software development expenses. The tax impact thereon is Rs. 34.88 crores. The matter is pending before the ITAT at Mumbai.

16. For the A.Y. 2000-01: The Department, DCIT, Circle 7(1), Mumbai, has filed an Appeal before the

ITAT at Mumbai, against the CIT(A) Order issued in favour of Nicholas Piramal (I) Ltd., aggregating Rs. 21.63 crores, on the issues of short term capital gain on sale of Undertakings, VRS expenses, Thane factory closure expenses, club membership fees, depreciation on assets taken from Sumitra Pharmaceuticals, PHL & BMIL and software development expenses. The tax impact thereon is Rs. 8.32 crores. The matter is pending before the ITAT at Mumbai.

17. For the A.Y. 2001-02: The Department, ACIT, Circle 7(1), Mumbai, has filed an Appeal before the

ITAT at Mumbai, against the CIT(A) Order issued in favour of Nicholas Piramal (I) Ltd., aggregating Rs. 16.09 crores, on the issues of professional fees as expenses incurred for ADR issue, professional expenses being disallowed for non deduction of tax at source, Thane factory closure expenses and reduction of amount transferred to Debenture Redemption Reserve u/s 115JB. The tax impact thereon is Rs. 4.14 crores. The matter is pending before the ITAT at Mumbai.

18. For the A.Y. 2002-03: The Department, ACIT, Circle 7(1), Mumbai, has filed an Appeal before the

ITAT at Mumbai, against the CIT(A) Order issued in favour of Nicholas Piramal (I) Ltd., aggregating Rs. 12.42 crores, on the issues of contravention of s. 40(a)(i) of I.T. Act and professional expenses towards consultancy firms as revenue expenditures, deduction of expenditure in case of amalgamation

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or merger u/s 35 DD of I.T. Act, deductions u/s 80HHC of I.T. Act and long term capital gain concerning given indexation on sale of land of Rhone Poulenc (I) Ltd. The tax impact thereon is Rs. 4.43 crores. The matter is pending before the ITAT at Mumbai.

19. For A.Y. 2003-04: The Department, DCIT, Circle 7(1) Mumbai, has filed an Appeal before the ITAT

at Mumbai, against the CIT(A) Order issued in favor of Nicolas Piramal (I) Ltd, aggregating Rs. 85.83 crores on the issues of set off brought forward losses of amalgamation company, deprecation on assets taken over and bad debts written off. The tax impact thereon is Rs. 30.64 crores. The matter is pending before the ITAT at Mumbai.

20. For A.Y. 2004-05: The Department, DCIT, Circle 7(1) Mumbai, has filed an Appeal before the ITAT

at Mumbai, against the CIT(A) Order issued in favor of Nicolas Piramal (I) Ltd, aggregating Rs.142.99 crores, on the issues of set off of brought forward losses/depreciation on account of demerger of tools division, valuation of closing Stock u/s 145 A, depreciation on assets taken over, consultancy charges & revenue and Capital R& D exp. The tax impact thereon is Rs 51.30 crores. The matter is pending before the ITAT Mumbai.

The following Income Tax cases have been filed by the Company and are pending: 1. For the A.Y 1999-2000: The company has filed an appeal before the ITAT at Mumbai, against the

CIT(A), Order issued to Boots Piramal Healthcare Pvt. Ltd., on penalty imposed amounting to Rs. 0.06 crore. The matter is pending before the ITAT at Mumbai.

2. For the A.Y. 2000-01: The Company has filed an appeal before the CIT(A) at Mumbai, against the

Penalty Order issued to Boots Piramal Healthcare Pvt. Ltd., on penalty imposed amounting to Rs. 0.20 crore. The matter is pending before the CIT(A) at Mumbai.

3. For A.Y. 2001-02: The Company has filed an appeal before the ITAT at Mumbai, against the CIT(A),

Order issued to Boots Piramal Healthcare Pvt. Ltd., on penalty imposed amounting to Rs.0.05 crore. The matter is pending before the ITAT at Mumbai.

4. For A.Y. 2002-03: The Company has filed an appeal before the ITAT at Mumbai, against the CIT(A)

Order issued to Nicolas Piramal (I) Ltd., with regard to the issues of disallowance of computer software expenditure, MODVAT u/s 145A, interest and prepayment charges on loan for RPIL acquisition, write off of Receivables and Stocks and capital gains on sale of RP house. The contingent tax impact thereon is Rs. 11.94 crores. The matter is pending before the ITAT at Mumbai. (Note: The Department has already recovered tax demand from the company including tax on disputed issues.)

5. For the A.Y. 2002-03: The company has filed an appeal before the ITAT at Mumbai, against the

CIT(A) Order issued to Nicholas Piramal (I) Ltd., on penalty levied amounting to Rs. 7.38 crores, with regard to the issues of disallowance u/s 14A of I.T. Act, disallowance of unavailed MODVAT credit and of consultancy charges and write off of receivables & stocks and business promotion expenses. The matter is pending before the ITAT at Mumbai.

6. For A.Y. 2003-04: The Company has filed an appeal before the ITAT at Mumbai, against the CIT(A) order issued to Nicolas Piramal (I) Ltd,. With regard to the issue of Modvat addition u/s 145A, interest on loan for RPIL acquisition, payment to Danisco for acquiring technical know-how, rental income of R.P House treated as other income. The contingent tax impact thereon is 8.89 crores. The matter is pending before the ITAT at Mumbai. (Note: the Department has already recovered tax demand from the company including tax on disputed issues.)

7. For the A.Y. 2003-04: The company has filed an appeal before the ITAT at Mumbai, against the

CIT(A) Order issued to the NPIL, on penalty levied amounting to Rs. 0.05 crore, on issues of additions/disallowances towards consultancy chargers. The matter is pending before the ITAT at Mumbai. For A.Y 2004-05: The company has filed before the ITAT at Mumbai, against the CIT(A) Order issued to Nicolas Piramal (I) Ltd., with regard to the issue of MODVAT addition u/s 145A, interest on loan for RPIL acquisition, rate of depreciation on computer software, short term gain on sale of computer

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and rental version of RP House treated as other income. The tax impact is Nil in view of set off against available losses/depreciation. The matter is pending before the ITAT at Mumbai.

8. For the A.Y. 2004-05: The company has filed an appeal before the CIT(A) at Mumbai, against the

penalty Order issued to Nicholas Piramal (I) Ltd., levying penalty amounting to Rs. 9.62 crores, with regard to the issues of disallowance u/s 35(2AB), disallowance of depreciation on computer software, short term capital gain on sale of computers, disallowance on depreciation, increase in valuations of closing stocks, disallowance of interest on loan taken for purchase of equity and disallowance of consultancy charges. The matter is pending before the CIT(A) at Mumbai.

9. For the A.Y. 2004-05: The company has filed an appeal before the ITAT at Mumbai, against the

CIT(A) Order issued to Boots Piramal Healthcare Ltd., with regard to the regular assessment Order of the Assessing Officer. The tax impact thereon is Rs. 0.19 crores. The matter is pending before the ITAT at Mumbai.

10. For A.Y. 2005-06: The company has filed an appeal before CIT(A) at Mumbai against the regular Assessment Order issued to Nicholas Piramal (I) Ltd., on the grounds of disallowance u/s 40(A)(2)(b), Compensation received from Roche treated as business income instead of Long Term Capital gain, legal and professional charges towards system development, advertisement and business, promotion, expenditures, research and development, expenditure- deductions u/s 35(2AB) and 35 (1)(IV), excess claims of R&D as revenue expenses, depreciation, MODVAT credit and ad hoc payment received against Insurance claim, u/s 35 A. The tax impact is Nil in view of set-off against available b/f losses/depreciation. The matter is pending before the CIT(A) at Mumbai.

11. For A.Y. 2005-06: The Company has filed an appeal before the ITAT at Mumbai against the CIT(A)

Order issued to Boots Piramal Healthcare Ltd., with regard to regular Assessment Order of Assessing Officer. The tax impact thereon is Rs. 0.98 crore. The matter is pending before the ITAT at Mumbai.

12. For the A.Y. 2006-07: The company has filed an appeal before the CIT(A) at Mumbai, against the

regular assessment order issued to Nicholas Piramal (I) Ltd., on the grounds of disallowances u/s 40(A)(2)(b), legal and professional charges towards system development, advertisement and business promotion expenditures, research and development expenditures-deductions u/s 35(2AB) & s 35(1)(IV), excess claim of R&D as revenue expenses, depreciation, MODVAT credit and disallowances u/s 14A, set-off of brought forward losses reduced, u/s 35A and 115JB. The tax demand raised thereon is Rs. 23.79 crores. The matter is pending before the CIT(A) at Mumbai.

13. For the A.Y. 2006-07: The company has filed an appeal before the CIT(A) at Mumbai, against the

regular FBT (fringe benefit tax) assessment order of the Assessing Officer issued to Nicholas Piramal (I) Ltd. The tax demand after passing rectification order u/s 154 has been reduced to Rs. 1.67 crores. The matter is pending before the CIT(A) at Mumbai.

14. For the A.Y. 2006-07: The company has filed an appeal before the CIT(A)-VI at Mumbai, against the

regular assessment order of the Assessing Officer issued to Boots Piramal Healthcare Ltd., on issues of disallowance u/s 40(a)(ia). The tax impact thereon is Rs. Nil, income being assessed as loss. The matter is pending before the CIT(A) at Mumbai.

15. For the A.Y. 2006-07: The company has filed an appeal before ITAT, Mumbai, against the TDS order

of the Assessing Officer issued to Nicholas Piramal (I) Ltd., on issues of application of tax deduction at source u/s 194C of Chapter XVII of I.T. Act. The tax impact thereon is Rs. 2.40 crores. The matter is pending before the ITAT at Mumbai.

(B) Excise Matters The following Excise cases have been filed against the Company and are pending: 1. The Excise Department has issued Show Cause Notice to the company in respect of its manufacturing

plants at Pithampur, Thane, Mahad. The total demand of Rs. 0.39 crore is made by the Department. The company has filed a reply to the Show Cause Notice. The matter is currently pending.

2. The Excise Department has issued a Show Cause Notice dated July 28, 1998, challenging the

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admissibility of ad-hoc discount for hospital pack. Four other Show Cause Notices were issued in the year 1998 for the availment of higher notional MODVAT credit on bulk drugs received from Small Scale Industrial units. The company has filed a reply to each of the Show Cause Notices before the Commissioner of Central Excise, aggregating Rs. 0.09 crore. The matters are currently pending.

3. The Excise Department has filed an Appeal before the CEGAT, Chennai against the Order of the

Commissioner (Appeals) allowing the abatements of discount claimed on sales made by depots during the period of March 2001 to June 2001, aggregating Rs. 0.01 crore. The matter is pending before the CEGAT.

4. The Excise Department has filed an Appeal before the CEGAT, Chennai against the Order of the

Commissioner (Appeals) withdrawing the excise duty on sale of waste scrap materials, amounting to Rs. 0.005 crore. The CEGAT has remanded the case to the Commissioner (Appeals) for re-adjudication. Although, the Company has, under protest, paid the demand amount; the matter is currently pending before the Commissioner (Appeals).

5. The Excise Department has issued Show Cause Notice to the company in respect of its Vitamin and

Fine Chemicals Division facility for reversing the input CENVAT credit in respect of the Feed Supplement (attracting nil duty) instead of debiting 8% of the value of Feed Supplement. CESTAT WZB heard the matter on April 4, 2005 and dismissed the Appeal filed by the Excise Department. Department has filed Writ Petition in Bombay High Court. The periodical Show Cause Notices were issued from time to time. Four Show Cause Notices, dated March 6, 2001, April 24, 2001, July 19 2001 and October 30, 2001, aggregating Rs. 2.50 crores are pending before the Commissioner of Central Excise. The liability of Rs. 1.62 crores stands to be adjusted against input CENVAT credit forgone; thereby making the actual liability Rs. 0.87 crore. Four other Show Cause Notices are pending before Joint Commissioner for the period January 2005 to May 2005, aggregating Rs. 0.50 crore, and actual liability being Rs. 0.24 crore. The Company has filed its reply to each of Show Cause Notices and the matters are pending.

The following Excise cases have been filed by the Company and are pending: 1. The company has filed an Appeal before the CESTAT, Mumbai against the Order of the Commissioner

of Central Excise confirming the demand made by the Department through Show Cause Notices, dated August 8, 1997, January 21, 1998, September 7, 1998, March 15, 1999 and April 28, 1999, in relation to classification of certain vitamin products as bulk drugs, which the company has classified as pharmaceuticals products, aggregating Rs. 2.01 crores. In the meantime, CESTAT had granted stay in respect of impugned demand that was originally in force up to January 23, 2009 and has now extended the stay upon a Miscellaneous Application filed by the company on December 11, 2008. The matter is pending before the CESTAT, Mumbai.

2. The company has filed an Appeal before the CESTAT, Mumbai against the Order of the Commissioner

of Central Excise confirming the Show Cause Notice dated October 3, 2000 for recovery of 8% on certain exempted products on the ground that duty was recovered from customers, aggregating to Rs. 0.15 crore. The company filed an Appeal before CESTAT, Mumbai. In the meantime, CESTAT had granted stay in respect of impugned demand that was originally in force up to January 23, 2009 and has now extended the stay upon a Miscellaneous Application filed by the company on December 11, 2008. The company, however, has paid the said amount. The matter is pending before the CESTAT, Mumbai.

3. The company has filed an Appeal before the CESTAT-WZB, for valuation, against the Order of the

Commissioner of Central Excise dated March 24, 2005 in respect of eight Show Cause Notices, aggregating Rs. 2.44 crores. The company has obtained a stay order on 17th August 2005. The substantive matter on whether production of intermediate Crude Vitamin A is marketable & is subject to excise duty is pending before the Supreme Court in Civil Appeal of 2002. The company, however, has already paid Rs. 1.50 crores and as per the above Order, is required to a further Rs.0.39 crores and Rs. 0.55 crores as penalty. The matter is pending before CESTAT.

4. The company has filed an Appeal before the Commissioner of Excise (Appeal) against the Order of the

Joint Commissioner confirming the amount determined to be payable by the company pursuant to Show Cause Notices for the period January 2004 to December 2004, aggregating Rs. 0.08 crore. The company has obtained an unconditional stay order and has filed Miscellaneous Application on

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February 24, 2009 to seek an extension to avoid recovery proceeding by the Department. The matter is pending.

5. The company has filed an Appeal before the CESTAT against the Order of the Commissioner of

Central Excise confirming the demands by way of four Show Cause Notices issued by the Department, in respect of the erstwhile Deonar plant of the company, aggregating Rs. 0.1 crore. The company has successfully obtained stay order in respect of the same and has deposited partial amount. The matters are pending.

6. The company has filed an Appeal before the CESTAT against the Order of Excise Authorities at

Ankleshwar stating that the arrangement between Cromwell Tools and Miranda Tools (part of the Piramal Group) was a device to reduce the incidence of excise payable by Miranda Tools and also, held that Miranda Tools ought to have paid excise not on the price at which it sold the products to CTIL but the price on which CTIL sold the products to bulk users and the trade, amounting to a demand of Rs. 2.76 crore. Stay order dated February 22, 2006 was granted till the disposal of the case. The matter is pending before the CESTAT.

7. The company has filed an Appeal for waiver of interest amount Rs. 0.29 crores on October 23, 2008

and its reply to the Show Cause Notices to Vitamin and Fine Chemicals Division for utilization of past Excise credit stating that as per rule 57F(17)(b) of erstwhile Central Excise Rules, 1994, unutilized MODVAT credit in respect of manufacture of Vitamins shall lapse and hence reverse amounting to Rs 1.35 crores. During the F.Y. 2006-07, the company had filed a letter with the Assistant Commissioner of Central Excise and availed credit of above amount with corresponding credit in COGS. The company filed its reply with relevant judgment applicable to the present case against the said Show Cause and an Appeal has been filed by the company. The company, under protest, has deposited the entire amount. The matters are pending.

(C) Sales Tax matters The following Sales Tax cases have been filed by the Company and are pending: 1. Nicholas Piramal (I) Ltd. has filed Appeals before Joint Commissioner (Appeal), Lucknow and Sales

Tax Tribunal for an amount aggregating to Rs. 0.75 crores on issues of non-submission of statutory forms and disallowance of Credit Notes. An amount of Rs. 0.288 crore has been paid and with respect to the balance amount, Bank Guarantee has been provided. Off the partial amount already paid, Rs. 0.19 crore has been paid in respect of the Appeal before Jt. Commissioner and Rs 0.09 in respect of the Appeal before Tribunal. The matters are pending.

2. Nicholas Piramal (I) Ltd. has filed an Appeal before Deputy Commissioner (Appeals) Jaipur,

aggregating to the amount of Rs. 0.32 crore. In respect of the F.Y. 2002-03, of original demand amount, Rs. 0.08 crore, Rs. 0.07 is pending in Appeal. The Rajasthan Tax Board has stayed the recovery of the disputed demand vide Order dated July 12, 2004 on furnishing of bank guarantee of Rs. 0.76 issued by Allahabad Bank, IFB, Mumbai branch. Further, in respect of the period 2003-04 and 2004-05, there is no Appeal as provisions allow submission for extended period.

3. Nicholas Piramal (I) Ltd. filed Appeals before Maharashtra Tribunal on issues of assessment under best

Judgment assessment and thereby disallowance of goods returns / resale and claim of tax free goods and disallowance of branch transfer claims, aggregating Rs. 0.59 crore. In respect of Period 2002-03, a demand of Rs. 0.14 crore was made, of which Rs. 0.04 crore has been deposited against Appeal. In respect of Period 2001-02, Rs. 0.21 crore is due and in respect of Period 1990-91, Rs. 0.24 crore is due. The matters are pending.

4. Nicholas Piramal (I) Ltd. has filed Appeal before Deputy Commissioner (Appeals), Muzafarpur,

aggregating Rs. 0.29 crore, on issues of enhancement of GTO post merger with NPIL by Rs. 0.02 crore without prior materials on records. As of December 2008, Rs. 0.01 has been paid. The matter is pending.

5. Nicholas Piramal (I) Ltd. has filed an Appeal before Tribunal (Karnataka) in respect of period 2000-01,

aggregating to Rs. 0.13 crore on the issues of Rejection of Exemption claim and Forms not submitted. The entire demand amount has been paid and is in Appeal. The matter is pending.

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6. Nicholas Piramal (I) Ltd. has filed an Appeal before Deputy Commissioner (Appeals) for an amount of

Rs. 0.18 crores, against which Rs. 0.056 crore has been paid towards admittance of Appeal and balance amount is under Appeal. The matter involves Stock transfer to own branches, which is being treated as interstate sales by the Department. Another Appeal, for the Period 2002-03, in the matter of SPPL Indore (merged entity) for a sum of Rs. 0.08 crore is pending before the said Authority. A partial amount has been paid and balance amount of Rs. 0.04 crore is also under Appeal. The matters are pending.

7. Nicholas Piramal (I) Ltd. has filed an Appeal before Deputy Commissioner of Commercial Tax U.P

Varanasi, aggregating Rs. 0.05 crore, on issues of non-submission of statutory forms. The matter is pending before said Authority.

8. Nicholas Piramal (I) Ltd. has filed an Appeal before Commercial Tax Officer (Appeals) Chennai

aggregating to an amount of Rs. 0.71 crore. For the F.Y., 2002-03, the Appeal was filed in respect of the Tamil Nadu General Sales Tax (TNGS), with original demand being Rs. 0.8 crore, of which relief obtainable is Rs. 0.71, on issues of consignment sales for which certificates could not be obtained. The matter is pending. In the year 2002, an Appeal has been filed, with original demand being Rs. 0.63 crore, of which relief obtainable is Rs. 0.25crore, on the issues of non-submission of statutory forms. The demand pertaining to CST Appeal has not been filed as provisions allow submission of forms for an extended period. No Appeal extended period available for submission of forms. The matter is pending.

9. Nicholas Piramal (I) Ltd. has filed an Appeal before Tribunal Patna SPPL, for the sum of Rs. 0.8 crore

on issues of rejection of sales cancellation and/or credit notes for the period of 2002-03, amounting to 0.8 crore. Partial amount of Rs. 0.28 crore has been deposited against pending Appeal. The matter is pending.

10. Nicholas Piramal (I) Ltd. has filed an Appeal before Deputy Commissioner of Appeals, Ahmedabad,

for an amount aggregating to Rs. 0.18 crore. The entire amount has been deposited by the company. The Appeal filed for Boots (NPIL) pertains to Rs. 0.02 crore, on issues of non-submission of statutory forms. The matters are pending.

11. Nicholas Piramal (I) Ltd. has filed Appeal before various Sales Tax Officials, for demand amount

aggregating to 0.10 crore. The company has paid partial demand of Rs. 0.01 crore towards Appeal admission, on issues relating to local stock transfer to own location being treated as sales on the plea that the receiving branch has separate tin and therefore, to be treated as sales in the course of business. The matter is pending.

12. Nicholas Piramal (I) Ltd. has filed Appeal before Kolkata Addl. Commissioner, aggregating Rs. 0.02

crore on issues concerning the disallowance of credit notes. The matter is pending.

13. Nicholas Piramal (I) Ltd. has filed an Appeal against the Order dated March 30, 2009 of the Assessing Authority Commercial Taxes Circle; L; Jammu on issues of disallowance of Credit Notes and non-accounting of payment by the Department involving a sum of Rs. 1.43 crore. A preliminary amount of Rs. 0.04 crore has been deposited in the Court in pursuance of admission of the said Appeal. The Matter is pending.

14. Miscellaneous: In addition to aforementioned cases, an Appeal was filed by Nicholas Piramal (I) Ltd.

involving a sum of Rs. 0.004 crore and various other Appeals were filed with various Sales Tax Officials aggregating Rs. 0.02 crore

(D) Customs Matters The following Customs cases have been filed by the company and are pending: 1. The company filed an Appeal before the Commissioner of Appeals (Customs), against the Order dated

February 27, 2008 of Commissioner of Customs (Imports) confirming the Show Cause Notice dated July 9 2007, for the levy of Anti Dumping Duty on Sodium Ascorbate imported from China, aggregating Rs. 0.41 crore. Letter No. S/2-Conf-1/2008/GrIIA dated January 7, 2009, was received on

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January 16, 2009 for the payment of said amount in respect of Anti Dumping Duty levied vide Order in Appeal No. 280/2008/MCH/AC/Gr.IIA/08/09 dated November 14, 2008. A copy of Order in Original has been received on May 7, 2009 . An Appeal has been filed on July 23, 2009.

2. The company received Letter S/16-Misc-1546/77/07 VIIB CRA/Sea/RA/AM-105/07 dated December

22, 2008, for payment of Rs. 0.18 crore in respect of Anti Dumping Duty levied vide Order in Original No S/10-ACAO/145/AC/2008 Gr VIIB dated August 29, 2008. The company has received letter dated December 23, 2008 informing about the Order in original passed in respect to the said CRA Audit Objection and the amount by the company. A copy of Order in Original has been received on June 9, 2009. An Appeal has been filed on July 31, 2009.

(E) State Excise Matters The following State Excise cases have been filed against the company and are pending: MHADA issued a Notice bearing No. MTP/11/2002/135/02 dated July 8, 2002 to the company for duty due on estimated wastages or process losses in the manufacture of Phensedyl and Tixylix Cough Linctus, aggregating Rs. 0.038 crore. The company submitted its reply on July 18, 2002. The matter is pending.

(F) Labour Matters PHL has several Industrial and workmen related complaint, disputes and proceedings pending against it before the Labour Commissioner, Industrial Tribunal, High Court. PHL has six registered and recognized workmen unions namely; Nicholas Employees Union, Bohrienger Mannehim India Employees Union, Rhone Poulnec Employees Union and Roche Anglo French Employees Union, Sarabhai Piramal Pharmaceuticals & Allied Concerns Employees Union and Negotiating Committee of Representing Professional Services Representatives of PHL which espouse the causes of categories described as medical representatives, technical representatives and professional service representatives (hereinafter collectively referred to as the “Field Staff Unions”). The following unions represent workmen at different locations namely Nicholas Piramal India Ltd. Mahad Employees Union operating at Mahad factory, Roche Fine Chemicals Kamgar Union operating at Thane factory, Nicholas Pharmaceutical Shramik Union operating at Pithampur factory, Nicholas Employees Union representing workmen transferred from erstwhile Deonar factory to Piramal Life Sciences Ltd., to Baddi and Vitamin Fine Chemical Division factory Thane and Nicholas Piramal India Ltd. Workers Union operating at Digwal factory. The industrial and workmen related disputes and/or complaint or proceedings are either filed by the Employee Unions representing the employees or workmen of the company or in some cases by the employees or workmen by themselves in their individual capacity. The brief description of the material cases that are pending before various labour courts are as follows: • There are 43 cases of alleged unfair labour practice involving wrongful termination of employees

and/or reinstatement with back wages against PHL; • There are 10 cases of alleged unfair labour practice involving wrongful transfer of employees from

one location of the factory to another location of the factory against PHL; • There are 4 cases of alleged unfair labour practice involving change in service conditions of the

employees against PHL; • There are 12 cases of alleged wrongful withholding or non or short payment of wages of employees

against PHL; • There are 5 cases of contract labourers seeking permanent employment against PHL; • There are 2 cases involving claim for recognition of the Union under the provisions of MRTU &PULP

Act,1971 against PHL; • There are 2 cases filed by security guards (provided by the Security Guards Board) claiming various

monetary benefits against PHL; • Security Guard Board has filed 1 case against PHL before Mumbai Metropolitan Court for non-

deployment of staff of the Board contending preference over other security agencies hired by PHL; • Nicholas Employees Union has filed a contempt petition No.73 of 2006 in the Bombay High Court

against PHL alleging contempt of Order of the court directing PHL to pay 100% wages during the

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pendency of the Appeal challenging the Order passed by the single judge filed by PHL. The contempt petition also maintains that 50% wages should be calculated not as wages as existing on the date of termination of 67 workmen of the erstwhile Deonar factory under relevant provisions of the Industrial Disputes Act;

• A Miscellaneous Criminal Application No.2479 has been filed by an ex-employee of PHL before Judicial Magistrate III, Lucknow demanding payment of Rs.0.4 crore claiming non-payment of dues while he was working with PHL. The complaint has been stayed by the Allahabad High Court upon PHL’s writ petition challenging maintainability of such compliant;

• Regional Provident Fund Commissioner Chennai has initiated an action against PHL claiming difference in pension contribution in respect of its employees. PHL has complied with the directions, the case is settled and is expected to be withdrawn soon;

• Employees State Insurance Commissioner regional office has claimed ESI contribution of Rs. 0.10 crore towards alleged omitted wages for the periods from April 1998 to March, 1999 and years 2001 to 2002.This matter is pending for judgment as arguments have been completed;

• A writ petition No. 23732(ID) No. 23/99 was filed in the Andhra Pradesh High Court for wage settlement signed by the then union, which no longer exists. All the workmen have signed individual wage settlement agreements with PHL. Since the then union is non existent, the case is not pursued by anybody and is thus likely to be dismissed suo-moto by the High Court;

• There are 15 miscellaneous labour disputes, complaints or cases involving claims for payment of bonus, extra wages, pension, gratuity, superannuation, retiring benefits, charter of demands and other emoluments to the employees pre and/or post retirement and/or post the acceptance of Voluntary Retirement Schemes/ Union Settlements against PHL;

• PHL has also filed counter cases, complaints, writ petitions, Appeals and other appropriate proceedings before various courts against the Employee Unions and the concerned employees/workmen challenging the cases filed by them against PHL. PHL has filed two cases for preventing the Employee Unions and the Employees from making dharna and demonstrations outside the PHL’s Office. PHL has also filed 1 case against the Employee Unions seeking declaration of strike by them during December 15, 2004 to December 19, 2004 as illegal.

(G) Criminal Matters The following Criminal cases have been filed against the Company and are pending: 1. Mr. Loknath Ratnakar, a former consignment agent of the company has filed Complaint (No. 1497(1)

of 2002) before the Court of Chief Judicial Magistrate, Patna for offences u/s 420, 406 and 120B of the Indian Penal Code, 1860 against the company, Mr. Ajay G. Piramal, Mr. Vijay Shah and Others for termination of agency and alleged misappropriation of amounts aggregating Rs. 0.53 crore. Summons was issued to the parties on March 25, 2004, against which a Revision Petition was filed before the Sessions Judge. The records have been called for from the lower court. The matter is pending and next date of hearing is not notified.

2. The Drugs Inspector, Drugs Control Department, on behalf of the State of Delhi has filed two separate

Criminal Complaints before the Metropolitan Magistrate, New Delhi, u/s 18(a)(i) and u/s 27 (d) of the Drugs and Cosmetics Act, 1940 against the company and Mr. Vijay Shah. The complaint has been filed on the ground that “Tixylix” children’s cough linctus was found not to be of standard quality and thus gave a negative test for Pholcodine. The company filed two separate Petitions u/s 482 of Cr.P.C. (bearing number 5146 of 2006) and (bearing number 5148 of 2006) respectively, before the Delhi High Court for quashing the proceedings initiated and filed before the Metropolitan Magistrate, New Delhi. The Delhi High Court directed the Drug Authorities to file their reply and by an Interim Order granted an exemption to Mr. Vijay Shah from personally appearing before the Metropolitan Magistrate, New Delhi. The matter was heard before the High Court on February 27 2009, when, at the request of the proxy counsel for the company, the matter was adjourned to July 22, 2009.

3. The Drugs Inspector, Drugs Control Department, on behalf of the State of Delhi has filed a Criminal

Complaint (No. 8 of 2004) before the Metropolitan Magistrate, New Delhi, u/s 18(a)(i) and u/s 27 (c) of the Drugs and Cosmetics Act, 1940 against the company and Mr. Vijay Shah. The Complaint has been filed on the ground that a sample Tixylix children’s cough linctus was found not to be of standard quality and gave a negative test for Pholcodine and Phenylpropanolamine Hcl. The company filed a Petition u/s 482 of Cr.P.C. (bearing number 5147 of 2006) before the Delhi High Court for quashing the proceedings initiated and filed before the Metropolitan Magistrate, New Delhi. The High Court

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directed the Drug Authorities to file their reply. The Criminal Complaint came up for hearing before the Metropolitan Magistrate on January 19, 2009 and adjourn the hearing of the complaint to August 24, 2009, since the issues are pending to be determined by the High Court in the Petition filed u/s 482 of Cr.P.C.

4. The Food Inspector, on behalf of State of Gujarat, Nadiad, has filed a Criminal Complaint (Case No. 5

of 2002) against the company and its directors alleging that the company has committed an offence under the Prevention of Food Adulteration Act, 1954 in respect of Rejoint Dietary Supplement. The Complaint has been filed on the grounds that a sample was adulterated and misbranded and also that the company has not made a declaration in respect of animal origin in relation to the gelatine capsule. The company has filed Miscellaneous Criminal Application (No.3986 of 2002) u/s 482 of the Cr. P.C. before the High Court of Gujarat, which got admitted vide its Order dated December 5, 2002. The matter is pending before Court of Gujarat and the next date is not notified.

5. Mr. Loknath Ratnakar, a distributor has filed Complaint (Case No. 2522(C)) before the Chief Judicial

Magistrate, Patna against the company, Mr. Ajay G. Piramal and Mr. Vijay Shah for offences under sections 420, 406 and 120-B, of the IPC. The Criminal Complaint has been filed on the grounds that the company has taken a road permit through the complainant, but has supplied products directly through its own distributor and not through the complainant. The matter is pending for service of summons and next date of hearing is not notified.

6. The Drugs Inspector, Drugs Control Department, on behalf of state of West Bengal, Birbhum has filed

a Criminal Complaint (Case No. 35/2003) before the Chief Judicial Magistrate, Birbhum against the company. The Complaint has been filed on the ground that the company is charging higher prices for certain drugs by adding Sales Tax charges and have thereby violated paragraphs 16 and 19 of the Drugs (Prices) Control Order, 1995. The Complainant contends that the drugs in question being “Promethazine” formulations are exempt from Sales Tax in West Bengal. On June 3, an application for substitution of authorized representatives of the company was filed. A warrant of arrest has been issued against the Accused No. 1 and September 9, 2009 has been fixed as date for execution of such warrant of arrest. The next date of hearing of the Company’s application shall be posted after the warrant of arrest is executed against the Accused No. 1.

7. The Security Guards Board for Greater Bombay and Thane District through its Inspector has filed a

Criminal Complaint filed on September 16, 2004 before the Chief Metropolitan Magistrate, 38th Court, Mumbai, against the company and its Chairman. The Complaint has been filed for alleged offences under Clause 42 of the Private Security Guards (Regulation of Employment & Welfare) Scheme, 2002, which provides employing security guards other than security guards allotted by the Security Guards Board. The Company has filed a Petition u/s 482 of Cr.P.C. before the Bombay High Court and the High Court admitted the Petition and has granted interim stay on the proceedings pending against the Chairman before the Chief Metropolitan Magistrate. However, there is no stay of proceedings as against the Company. The matter is pending before Bombay High Court and the next date of hearing is not notified. The matter before the Metropolitan Magistrate is also pending.

8. Mr. D. K. Chaudhary, a Drug Inspector has filed a complaint in 1985 before the Additional Chief

Judicial Magistrate, Jabalpur against the Board of Directors of Nicholas Laboratories (now PHL) alleging that the manufacturer's License Number was not mentioned on the pack of “Cleartone” soap manufactured by the company. The company has challenged the Order issuing process by way of a Writ Petition in the Jabalpur High Court. The High Court of Jabalpur has directed to call the records papers and proceedings from the Additional Chief Judicial Magistrate, Jabalpur. The matter is pending and the next date of hearing is not notified.

9. A Drug Inspector in Kozhikode, Kerala, filed a Criminal Complaint before the High Court at Kerala

under Drugs and Cosmetics Act 1940 alleging that the company’s cosmetic product Lacto-Calamine was misbranded as it contained claims which are in the nature of drug claims. The company has filed a Writ Petition before the High Court of Kerala challenging the Order issuing the process. The matter is pending.

10. A Drug Inspector filed a Criminal Complaint (Case No.35/06 and 36/06) before the Trial Court, Ranchi

against the C&F Agent, Ranchi for offences pertaining to supply of medicines to different agents in the name of Institutional Supply. The company contends that the goods were not supplied to the

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institutions in whose names the goods were billed but were sold in the open market by different agents. The Company has filled a Petition u/s 482 of Cr.P.C. before the High Court of Jharkhand for quashing the process issued by the Trial Court, Ranchi. The High Court of Jharkhand by its Order dated March 31, 2009 granted stay on the proceedings pending before the Trial Court, Ranchi in Criminal Case Nos. 35/06 and 36/06. The matter is pending before the High Court of Jharkhand.

The following Criminal cases have been filed by the company and are pending: i. The company has filed a Complaint before the Addl. Commissioner of Police, Economic Offences

Wing, Mumbai against Mr. Subhabrata Datta and Others, an ex-employee of Boots Piramal Healthcare Pvt. Ltd. (now merged with PHL), for offences of cheating, forgery, falsification of accounts, criminal breach of trust and misappropriation of an aggregate amount of Rs. 8.21 crores. Statements of various witnesses have been recorded by the police and information gathered from various Banks and Stock Broking firms. Mr. Subhabrata Datta filed an application for Anticipatory Bail before the Session Judge. The application was disposed off and an interim bail was granted, with a direction to Mr. Datta to make a formal application for bail before the appropriate Magistrate’s Court. Mr. Datta has challenged the said Order in a Writ Petition filed before the High Court at Bombay. The High Court has continued the interim relief of bail in the event of Mr. Datta’s arrest. The Writ Petition and the Complaint are pending for hearing and final disposal.

ii. The company has filed a complaint before the Sessions Court, Patna against Hindustan Drugs,

Saraiganj, Muzzaffarpur for offences u/s 406, 420 IPC in the Court of JMFC, Patna. Non-bailable warrants have been issued against the Accused. The matter is pending.

iii. The company has filed a Complaint before the Sessions Court (through Zivon Marketing), against Mr.

Naresh Chaudhary and Ors of M/s. Krishna Agency for offences u/s 406, 420 of IPC. The Accused has paid to the company and therefore, the company has instructed their advocates to withdraw the matter. The matter is pending.

iv. The Complaint has been filed before the Court of Judicial Magistrate First Class, Patna by the erstwhile

Rhone Poulenc India Limited (“RPIL”) through Mr. U K Sinha against Mr. Varma Medical Agency for offences u/s 406, 420 of IPC. Non-bailable Warrant was been issued against the Accused on April 19, 2000. The process u/s 82 and 83 has been issued on July 15, 2000. The matter is pending for hearing and final disposal.

v. The company has filed three criminal cases before the Metropolitan Magistrate, Tis Hazari Courts,

Delhi u/s 138 of the Negotiable Instruments Act, against Mr. Naresh Kumar Kochhar (Accused) for recovery of money due to the company for sums aggregating Rs. 0.18 crores. The Accused had been absenting himself at the hearing of the said cases and a non-bailable warrant was issued against him. However, the process of the Warrant could not be executed as the Accused could not be traced at his known addresses. The Learned Magistrate has adjourned the matter sine die with liberty to the Company to revive the same as and when the current address of the Accused is traced. The matter is pending.

vi. The company has filed a complaint (through U K Sinha) before Court of Judicial Magistrate First

Class, Patna against Lucky Medicines, Bihar, Sheriff in the Court of Judicial Magistrate First Class, Patna for offences u/s 406, 420 IPC. Charges are framed against the Accused. The matter is pending.

vii. The company has filed an F. I. R. (No. 171) in the Police Station at P. S. Sadar, Solan, Himachal

Pradesh on July 25, 2008 against Varsha Inc. Pharma, Saproon, Solan for manufacturing counterfeit tablets and passing them off as the brand of the company “Saridon”. Based on the FIR the Police Authorities raided the manufacturing facilities of Varsha Inc. Pharma and seized a large quantity of the counterfeit product. Pursuant to the seizure the Police filed a Complaint before the Judicial Magistrate, Solan. Varsha Inc. Pharma filed an application before the Judicial Magistrate, Solan for release of the seized tablets and wrappers. The Judicial Magistrate after hearing the parties refused to release the seized tablets and wrappers by an Order dated August 11, 2008. Varsha Inc. Pharma then filed an Appeal bearing (Criminal Miscellaneous Appeal No.5-S/10 of 2008) before the Session Judge, Solan. The said Appeal was dismissed by the Session Judge by an Order dated October 3, 2008. Charge sheet to be filed by the police before the Judicial Magistrate, Solan. The matter is pending.

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viii. The company has filed 133 cases u/s 138 of the Negotiable Instruments Act, 1881 against various persons for dishonour of cheques aggregating to Rs. 6.42 crores.

(H) Civil matters The following Civil cases have been filed against the company and are pending: 1. The company has filed appeals against eight Show Cause Notices issued to the company, before the

Appellate Tribunal for Foreign Exchange at New Delhi, for demands aggregating to Rs. 5.1 crore, for non-submission of bill of entries to authorized dealers for certain foreign exchange remittances by the erstwhile Boehringer Mannheim India Limited (since merged into the company). The company has filed Appeal Nos. 19/2005, 20/2005, 21/2005, 22/2005, 23/2005, 24/2005, 25/2005 and 37/2005 before the Appellate Tribunal for Foreign Exchange at New Delhi, challenging the Adjudication Orders of the Enforcement Directorate. The Appellate Tribunal has vide its Order dated July 17, 2006 directed the company to submit an unconditional Bank Guarantee valid for one year up to 25% of penalty amount recoverable from time to time. Subsequently, the Appeal before the Appellate Tribunal for Foreign Exchange was dismissed for non-compliance of Order. Both, the Order of Appellate Tribunal for Foreign Exchange were challenged by the Company in Writ Petition filed before the High Court at Bombay. Both the Orders of Appellate Tribunal for Foreign Exchange were set aside by the High Court and the matter was remanded back to the Enforcement Directorate for de-novo hearing of the adjudication. The Enforcement Directorate has accepted the proof provided by the company in respect of 6 Show Cause Notices and dismissed the demands. In respect of (a) Show Cause Notice for Rs. 0.27 crore, the company has paid the penalty of Rs. 0.03 crore and closed the matter and (b) for Show Cause Notice for Rs. 0.34 crore the Enforcement Directorate has imposed a penalty of Rs. 0.35 crore. The company has filed an Appeal against the said Order and deposited 50% of the penalty amount.

2. Zenith Drugs and Allied Agencies Private Limited (“Zenith”) had filed a Money Suit against the

company, bearing No. 73 of 2003, before the Civil Judge (Senior Division) Guwahati. Zenith claims to have been appointed by Rhone Poulenc India Limited (since merged with NPIL) as its clearing and forwarding agent and has challenged the termination of its agency by the company and has made a claim of Rs. 20 crore combined with interest at 18% p.a. The company has filed its written statement. The company has also made an application to the Court to refer the matter to Arbitration. The Application was rejected by the Court vide its Order dated February 19, 2005. The company filed a Revision Petition before the Guwahati High Court challenging the Order of the Civil Judge. The High Court has vide its Order dated March 26, 2007 directed the lower court to refer the matter to Arbitration. Pursuant to the said Order, the company has written to Zenith for referring the dispute to Arbitration in Mumbai, as provided in the C&F Agreement. However, Zenith filed a Special Leave Petition (“SLP”) (Civil) No.23816 of 2007 before the Supreme Court against the Order of the High Court. The Supreme Court has by an Order dated December 7, 2007 granted ad-interim stay of the Order dated March 26, 2007 passed by the High Court. The company has filed its Counter Affidavit in the SLP.. The Hon’ble Supreme Court has granted leave to Appeal to Zenith by an Order dated July 13, 2009. The SLP shall now come up for hearing and final disposal in its usual course.

3. Three Writ Petitions (“W.P.”), W.P. 29271 of 1998, W.P. 31202 of 1998, W.P. 9 of 1999 have been

filed against the erstwhile Global Bulk Drugs and Fine Chemicals Limited (since merged with NPIL) before the Andhra Pradesh High Court on the ground that the company was dumping solid waste in the ground and thus affecting the quality of ground water. The Writ Petitions seek to restrain the company from letting out untreated effluents into the agricultural fields, water ways and open lands in and around the village of Digwal and to direct the company to pay compensation to the villagers whose land was affected. The High Court had passed interim Orders dated May 8, 2001 directing the District Collector to supply drinking water to the affected village, giving the District Collector the discretion to pass the burden on to the company. Following the said Order, the District Collector had asked the company to provide water supply to the village. The company has carried out its obligations and has financed a permanent water supply scheme, which was handed over to the Village Panchayat on June 18, 2004. The three Writ Petitions were clubbed together on July 21, 2001. The matters are pending for hearing and final disposal.

4. Sri Balaji Supplying Company had filed a suit against the company before the City Civil Court

Hyderabad, bearing O.S. No. 1931 of 2001, for a claim of around Rs. 0.05 crore and interest, on the

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ground that the company has taken supplies from them but has not paid their dues. The matter is pending.

5. Andhra Pradesh State Road Transport Corporation Limited (APSRTC) has filed a Suit bearing Suit No

2144/2003, before the Court of X Junior Civil Judge, City Civil Court, Hyderabad, against a distributor of the company and the company for non-supply of medicines ordered by the APSRTC. The company has filed its reply stating that there is no privity of contract between APSRTC and the company has been wrongly made a party to the Suit. The matter is pending.

6. P N Pharma, Guwahati filed a Title Execution Suit No. 18/03 before District Judge Sr. Division No.2

against which the company filed Miscellaneous Application No.158/2005 challenging the termination of C&F Agreement and for compensation. The company’s application has been allowed and the Title Execution Suit has been dismissed. Appeal has been filed by P N Pharma against the said Order of the District Judge Sr. Division in the High Court. The matter is pending.

7. Suit filed by a property developer seeking appropriate directions from the High Court at Bombay, to

direct the Municipal Corporation to permit them to develop the land owned by them. The restrictions were imposed on them from developing the land in view of the safety zone prescribed by the Committee in and around hazardous industries located in Thane. The Petitioners have in the alternative sought appropriate Order requiring the companies located in the area (including the company’s Vitamin And Fine Chemicals Division Plant) to shift the storage of chemicals/the plant from current location. The matter is pending before the High Court.

8. Suit filed by Vysya Bank, creditor of CRB Capital Market Ltd, in High Court at Delhi [now before

Debt Recovery Tribunal, Delhi]. The bank has requested the court to make the Company make payments of lease rentals, machineries and motor vehicles taken on lease by Rhone Poulenc India Limited from CRB to the official liquidator. The suit is pending.

9. Macleods Pharmaceuticals Limited has filed a Suit in the High Court at Bombay, alleging that a

publication issued by the company in respect of its product “Esogard” maligns the reputation of their product “Rabemac DSR”. They are seeking an Order of injunction restraining the company from using the publication and have also claimed damages of Rs. 1 crore. The company has filed its reply denying allegations of having maligned Macleods’ product and that the comparison of the two products was based on an independent test done by Chowtabhai B Patel Research Centre. No ad-interim and interim relief has so far been granted by the Court to Macleods. The company has filed its written statement. The matter is pending.

10. HTP Systems Pvt. Ltd., a supplier of IT products, has filed a Summary Suit bearing No.3137 of 2007

claiming a sum of Rs. 0.57 crore, together with interest @ 18% in respect of computers supplied to the company. Summons for Judgment is yet to come up for hearing. As the name of the company changed pending the Suit, the Plaintiff has taken out a Chamber Summons for incorporating the change of name of the company in the Suit proceedings. The company has filed its Affidavit in reply to the Summons for Judgment and Chamber Summons. The High Court has allowed the Chamber Summons by an order dated 14th July, 2009. The Summons for Judgment shall come up for hearing in due course.

11. TVC India Pvt. Ltd. has filed a Suit, before the Additional District Judge, Tis Hazari Courts, Delhi for

recovery of Rs. 0.12 crore, which is allegedly outstanding in the account of TVC India Pvt. Ltd. towards the supply, installation and commissioning of VSAT equipment and rendering of services to the Company. TVC India Pvt. Ltd. has filed two applications: (a) under Order 16 Rule 17 r/w Order 11 Rule 12 r/w Sec.151 of CPC for production of documents and (b) u/s 151 of CPC for seeking leave of the Court to lead secondary evidence. The application for production of documents has been dismissed by the Court with liberty to the Plaintiff to take out fresh application. As regards the application for leading secondary evidence, the same is yet to be heard.On 9th July, 2009 the Plaintiff has filed a second application under Order 16 Rule 17 r/w Order 11 Rule 12 r/w Sec.151 of CPC for production of documents which is adjourned to 24th September, 2009 for reply and arguments.

12. Summons have been received in a suit being O. S. No.1043 of 2007 filed by M/s. Shree Enterprises against the Company before the Court of the Ist Junior Civil Judge, City Civil Court at Secunderabad for recovery of Rs.59,768/- on which the returnable date is 21st July, 2009. The Company has taken steps to engage an Advocate and take further appropriate steps in the matter.

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13. Summons have been received in a suit being O. S. No.303 of 2008 filed by one V. J. K. Satyanarayana

Rao against the Company before the Court of the Pl. Senior Civil Judge, Rajahmundry ( A. P.) on which the returnable date is of 21st July, 2009. The Company has engaged an Advocate to take appropriate steps in the matter.

The following Civil cases have been filed by the company and are pending: 1. Ministry of Chemicals & Fertilizers had issued a demand notice dated October 17, 2007 for recovery

of Rs. 3.13 crore, which originally is issued upon Boehringer Manheim (India) Limited (BMIL) (that merged with Nicholas Piramal (I) Limited in the year 1996). BMIL is alleged to have overcharged the retail prices of certain pharmaceutical formulations under the Drug Price Control Order, 1979 for the period 1984–1987. The company has filed a Writ Petition before the Bombay High Court challenging the said Order on the grounds of the same being unconstitutional and not valid under the law. The Writ Petition is pending before the High Court.

2. The company has filed two Civil Suits against encroachers, Govindram Dharamdas Ahuja and Narayan

Das Chowdhary, of its land at Ambernath taken on lease from MIDC, before the Civil Judge, Ulhasnagar. The Court has appointed a Court commissioner to take measurements and identify encroachment. The matter is pending.

3. The company has filed a Money Suit [bearing Money Suit No. 20/1999] before Court of Sub Judge,

Patna against M/s Lucky Medicines Distributors and Shri Sanjay Kumar praying, as relief, for recovery of Rs. 0.06 crore as payment of principal money begin the unpaid price of medicine concerned and an additional Rs. 0.03 crore as interest by way of compensation at the rate of 18% per annum over the principal amount. The matter is pending

4. The company has filed a Civil Suit No. 79 of 2003 before the Calcutta High Court against the sole

proprietor of Bengal Medical Hall. The company has made a claim of Rs. 0.14 crore, for non-payment of monies due (by way of dishonor of cheques), towards supply of the pharmaceutical products. The matter is pending.

5. The Inspector General of Registration, Tamil Nadu has made a demand aggregating approximately Rs.

5.32 crore on account of shortfall in stamp duty and registration charges payable in respect of Piramal Healthcare property at Ennore. The company has filed a Writ Petition before the High Court at Madras being WP No 12372 of 2005 on the ground that the demand has been made on the basis of an incorrect valuation. Interim Order has been obtained whereby the Sale Document has been returned to NPIL pending the final disposal of the Suit. The matter is pending.

6. The company has filed a Writ Petition bearing WPC. No.15904/2008 (R) before the High Court of

Kerala at Ernakulum challenging the Prohibition Order issued by the Drugs Inspector, Ernakulum for sale of the dietary supplement Supractiv. By an Order dated May 29, 2008, the High Court has granted interim relief of stay of the Prohibitory Order. The Writ Petition is pending for hearing and final disposal.

7. The company filed a Suit in the Court Of Small Causes in Mumbai challenging the assessment of

municipal taxes in relation to the company’s property situated at Rhone Poulenc House, Worli (since sold) and praying for an Order restricting the BMC from seeking pre-deposit of the municipal taxes. An Order to this effect was passed by the Small Causes Court in favour of NPIL. BMC has filed an Appeal in the Bombay High Court against the said Order. No interim Order has been passed by the Bombay High Court in respect of the same. The matter is pending.

8. The company has filed a Wirt Petition, bearing No. 677/ 2009, before the Madhya Pradesh High Court,

in respect of land allotted measuring, 88,800 sq meters at SEZ, Indore to the company, under the "Mega Project Scheme" (capital investment in excess of Rs.100 Crores) for setting up a manufacturing facility for the CMG Business. The letter of approval was issued by SEZ, Indore to the company on January 31, 2005 and was valid for 3 years from thereon. As per the Lease Deed executed on June 25, 2007, with SEZ Indore Ltd, the company was required to construct the facility within 3 years from the date of possession of land. The company got possession of the land only on January 2, 2008 because of the delay by SEZ Indore in execution of the Lease Deed and errors in identification of designated

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plot. SEZ Indore has under its Order dated December 26, 2008 cancelled the Lease Deed on the alleged ground that the company failed to construct the facility within 3 years from the date of letter of approval (i.e. January 31, 2005). The company has filed a Writ Petition being W. P. No.677 of 2009 before the Indore bench of the High Court of Madhya Pradesh. The High Court has by an Order dated February 9, 2009 issued Show Cause Notice to the Respondents and ordered the Respondents to neither initiate coercive process against the company for recovery of the amount in question, nor to dispossess the Company from the land in question till further Orders. The Respondents have filed their reply to the Petition.. The matter came up for hearing on Board on July 6, 2009 when the High Court was pleased to admit the petition and adjourned the matter. The matter is pending.

(I) Intellectual Property Rights Cases The following Intellectual Property Rights cases have been filed against the Company and are pending: 1. Modi-Mundipharma Pvt. Ltd. has filed a Suit being CS (OS) No. 258 of 2008 before the High Court of

Delhi against the company and Others inter-alia for an Order of permanent injunction restraining the company from selling, manufacturing, marketing or in any manner dealing directly and indirectly in medicinal and pharmaceuticals preparations pharmaceuticals preparations and products including bottles, labels etc., bearing the colour combination similar to the colour combination of the Modi-Mundipharma for the company’s Controlled Release Nitroglycerine tablet bottles of 6.4 mg and 2.6 mg. and for damages on account of loss of sales for a sum of Rs.0.20 crores, for rendition of accounts of profits and other relief as prayed for therein. The High Court has passed an ex-parte Order on February 11, 2008 restraining the company from using the similar colour combination as that of Modi-Mundipharma. The company has stopped using the similar colour combination. By an Order dated October 3, 2008 the High Court has ordered the matter to be proceeded ex-parte against the company. The company has filed an application for recalling the ex-parte Order dated October 3, 2008 passed against the company. The High Court has granted time to Modi-Mundipharma for filing its Reply to the said Application. The matter is pending and no date of hearing is notified.

2. FDC Limited has filed a Suit bearing (CS (OS) NO.334 OF 2008) before the Supreme Court against

the company, the Chairman of the company, and Ors for permanent injunction restraining the company from selling, manufacturing, marketing, directly or indirectly dealing in medicinal and pharmaceuticals preparations under the trade mark ELECT-ORS or under any other trademark identical and/or deceptively similar to FDC’s trademark ELECTRAL, for infringement of Trademark, copyright, passing off, damages, rendition of accounts, delivery up in respect of their trade mark ELECTRAL. The company, the Chairman of the company and Ors have filed a joint Written Statement in the Suit. The High Court at Delhi has in a very detailed Order refuted the contention of FDC Limited and held that the prefix “Elect” is a short form of “Electrolytes” and hence, is generic and further held that the FDC Limited cannot claim proprietary rights over abbreviations of generic terms and refused to grant interim injunction in favour of FDC Limited.

3. A Compromise Deed dated May 19, 2009 has been received from FDC. The same is pending for

consideration.Medley Pharmaceuticals Limited (“Medley”) have filed a Suit bearing (No.932 of 2008) against the company before the High Court of Bombay for a permanent injunction restraining the Company from using the trade mark “GTN Sorbitrate” in relation to its pharmaceutical preparations as it infringes the registered trade mark “GTN” of the Plaintiff. Pending the hearing of the Suit, Medley has sought interim Orders restraining the company from using the trade mark GTN Sorbitrate. The company has filed an Affidavit stating that “GTN” stands for Glyceral Trinitrate which is a generic term/acronym for the said chemical compound in the pharmaceutical trade and there are other marks registered with the prefix “GTN”. The matter is pending. No date of hearing is notified.

4. Schering Corporation, Schering Plough Ltd. and Fulford ( India) Ltd. ( the Plaintiffs) have filed a suit

being Suit C. S. (OS) No.1026 of 2009 before the Delhi High Court against Virchow Biotech Pvt. Ltd. and the Company for an injunction from infringing their patent and trademarks Viropeg and Viraferonpeg and for damages of Rs. 0.5 crore. The Company has filed an application before the Hon’ble High Court, disassociating itself from the product Viropeg and praying for its name be struck off from the array of the parties. The matter is pending.

The following Intellectual Property Rights cases have been filed by the Company and are pending:

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1. The company has filed a Suit, bearing No. 1012 of 2009, before High Court of Bombay against the Endolabs Healthcare Private Ltd. and Pro Laboratories (P) Ltd for infringement and passing-off of the company’s registered trade mark “ESGIPYRIN”. The High Court has by an ad-interim Order dated April 9, 2009 granted temporary injunction restraining the Endolabs Healthcare Private Ltd. and Pro Laboratories (P) Ltd from in any manner using in respect of medicinal and pharmaceutical preparation the impugned trade mark EASIPYRIN or any other deceptively similar mark so as to infringe the company’s registered trade mark “ESGIPYRIN”. The matter is pending. No date of hearing is notified.

2. The company has filed a Suit, bearing No. 1013 of 2009, before the Bombay High Court against the

Spachem Laboratories Private Limited for infringement and passing-off of the company’s registered trade mark “ESGIPYRIN”. The High Court has by an ad-interim Order dated April 9, 2009 granted temporary injunction restraining the Spachem Laboratories Private Limited from in any manner using in respect of medicinal and pharmaceutical preparation the impugned trade mark ZYPYRINE or any other deceptively similar mark so as to infringe the company’s registered trade mark “ESGIPYRIN”. The matter is pending. No date of hearing is notified.

3. The company has filed a Suit, bearing No. 1014 of 2009, before High Court of Bombay against Mr.

Siddharth Lulla, Proprietor of Endolabs Lifescience and Endolabs Healthcare Private Ltd. for infringement and passing-off of the company’s registered trade mark “ESGIPYRIN”. The High Court has by an ad-interim Order dated April 9, 2009 granted temporary injunction restraining Mr. Siddharth Lulla, Proprietor of Endolabs Lifescience and Endolabs Healthcare Private Ltd. from in any manner using in respect of medicinal and pharmaceutical preparation the impugned trade mark ELGIPYRIN or any other deceptively similar mark so as to infringe the company’s registered trade mark “ESGIPYRIN”. The matter is pending. No date of hearing is notified.

4. The company has filed a Suit, bearing No. 1015 of 2009, before Bombay High Court against Endolabs

Ltd. and Pro Laboratories (P) Ltd. for infringement and passing-off of the company’s registered trade mark “ESGIPYRIN”. The High Court has by an ad-interim Order dated April 9, 2009 granted temporary injunction restraining the Endolabs Ltd. from in any manner using in respect of medicinal and pharmaceutical preparation the impugned trade mark AGEPYRINE or any other deceptively similar mark so as to infringe the company’s registered trade mark “ESGIPYRIN”. The matter is pending. No date of hearing is notified.

5. The company has filed Civil Suit, bearing No. 651 of 2004, before the Madras High Court against the

sole proprietors of Gemini Industries and East West Pharma in respect of trademark AMAT (Registered Mark No. 1125803 – class 5). This trademark was assigned by East West Pharma to Gemini Industries, who assigned it to the company in June 2004. However, East West Pharma continued to use the trademark AMAT. The company has obtained an ad interim injunction vide Order of the High Court dated September 7, 2004 in O.A. Nos. 662 and 663 of 2004 in C.S. No. 651 of 2004 restraining the sole proprietors of Gemini Industries and East West Pharma from interfering in the company’s right to manufacture, market, sell, stock for sale and distribute drugs in respect of the mark AMAT, or in interfering with the company’s rights in the registered trademark AMAT.

(J) Consumer Cases The following Consumer cases have been filed against the Company and are pending: 1. Mr. Chandrashekhar Singh filed a Complaint before the Consumer District Forum, Sasaram claiming

Rs. 0.1 crores as compensation on the allegation that OMNATEX tablet strip had only three tablets and one tablet was missing. The company has filed its reply. The matter is pending.

2. Vinayak Healthcare Private Limited, who runs a Hospital under the name “Life Line Hospital” at

Alwar, Rajasthan, have filed a Consumer Complaint (bearing No 267/2007) before the District Consumer Protection Forum, Alwar, against the company and Ors, on June 25, 2007; alleging that the Semi-Auto Clinical Chemistry Analyzer supplied by the company is defective and should be replaced. The company has filed its reply stating that the Complainant is not a consumer under the Consumer Protection Act, 1986 and that the Complainant was aware of the feature of the product at the time of purchase. A claim for Rs. 0.01 crore including 18% p.a. interest and compensatory damages of Rs. 0.02 crore. The matter is pending.

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3. Mr. Sukdev Mustafi, carrying on business in the name and style of ‘Medico’ Distributor, has filed a Consumer Complaint bearing (No.95 of 2008) before the Kolkata District Consumer Forum, Unit – II against the company & Others claiming refund of an amount of Rs.0.2 crores which he had paid by Demand Draft to the company for supply of goods. The company has already returned the said amount cheque and the same was encashed by a person claiming to be the proprietor of Medico Distributors. The company has filed its Written Statement in the matter. The matter is pending.

4. Mr. Bhola Nath Gupta has filed a Compliant before the Consumer Forum at Faizabad on the ground

that the death of his father took place due to administration contaminated Contramal 100 injection and has claimed a compensation of Rs.0.20 crores. The company has filed its Written Statement and Affidavit in Evidence in the said Complaint. The Complaint is pending for hearing and final disposal.

5. Mr. S. Madhavan has filed a Complaint before the District Consumer Forum at Chennai on the ground

that the Micro Draw Meter used for checking the blood sugar level purchased by him is faulty and defective and has claimed a total compensation of Rs.0.01 crores. The company and the Distributor have filed their Written Statements in the matter. The matter is adjourned to August 26, 2009.

6. Mr. Subash Chand Mehta has filed a Complaint bearing (No. 04/2009) before the Consumer Disputes

Redressal Forum, Khandwa (Madhya Pradesh) against the company on the ground that the Blood Glucose Monitoring System purchased by him is a defective machine to be rectified or a new machine be provided to him, in case of default in rectifying the machine, the cost of the machine be paid to him, Rs. 2000 should be paid as damages for the mental agony caused to him and for cost of Rs. 500 towards the Complaint. The The Complaint has been disposed off by the Consumer Forum by an Order dated May 23, 2009 directing: (i) the Company has to completely rectify the defect in the instrument or provide a new instrument to the Complainant within 45 days of the receipt of the true copy of the Order, (ii) in the event of failure of the Company to comply with the aforesaid Order, the Company is to refund the cost of the instrument Rs. 2, 250/- to the Complainant with interest thereon @ 10% per annum from the date of filing of the Complaint (i.e. January 9, 2009) till payment, (iii) Company to pay to the Complainant the cost of Rs. 500/- towards the Complaint.

7. Dr. Rayi Nagaraju has filed a Complaint before the District Consumer Forum, West Godavari District

at Eluru (A.P.) on the ground that the Semi Auto Analyser No. BA 88 purchased by him is malfunctioning and the same should be replaced with a new instrument or in the alternative refund the value of the instrument and pay a sum of Rs. 0.01 crores as compensation. . By an Order dated April 1, 2009 passed by the Hon’ble Forum the Company has been directed to rectify the defects in the instrument to the satisfaction of the Complainant and pay a sum of Rs. 0.0002 crore, as costs to the Complainant. The Company is in the process of complying with the order.

8. Kurji Holy Family Hospital filed a consumer case (complaint No. 13 of 1998) against the erstwhile

BMIL, for an aggregate claim of Rs. 0.19 crore, on the ground that distributors of BMIL sold a defective blood analyser machine, and failed to rectify the problem. The State Commission, dismissed the complaint vide its Order dated February 28, 2000 on the ground that complainant was not a consumer as it had purchased the machine for commercial purposes. The complainant filed a review petition (revision petition No. 6 of 2000) before the State Commission, which was rejected vide its Order dated January 4, 2001. The complainant thereafter filed an appeal before the National Consumer Disputes Redressal Commission (First Appeal No. 23 of 2001), which was dismissed as barred by limitation vide its Order dated March 15, 2002. The complainant then filed a special leave petition (SLP civil No. 17519 of 2002) before the Supreme Court of India. The Supreme Court has remanded the matter to the National Consumer Disputes Redressal Commission, observing that the delay on part of the complainant was a genuine delay. The National Commission has vide its Order dated August 6, 2007 held that the Complainant is a “consumer” within the meaning of Section 2(2)(ii) of the Consumer Protection Act, 1986 on the ground that the Complainant had availed of services of maintaining the equipment from the company and hence is entitled to protection under the Consumer Protection Act. The company has been directed to refund the purchase price of Rs. 0.9 crore with interest @ 10% from 2000 to the Complainant. The company has filed an Appeal against the said Order to the Supreme Court. Kurji Holy Family Hospital has filed its Affidavit in Reply in the Appeal and the same is pending for hearing.

9. Show Cause notice received from the Consumer Forum at Sawai Madhopur in Rajasthan in an

Execution proceeding being Ex-51/2009 calling upon the Company to appear before the Forum on July

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23, 2009 and to show cause as to why the Company should not be fined Rs.0.001 crore and punished with imprisonment for three years for non-compliance of the order of the Forum dated May 13, 2009 passed in a Complaint Case No.30/2007 ordering us to pay Rs.48/- as cost of medicine to the Complainant and Rs.0.0001 crore as cost to the Compliant. The Company filed an application for making the payment of Rs. 1048/- by a Demand Draft to the Complainant before the Forum on July 23, 2009, which amount has been accepted by the Complaintant. However, the Complainant is demanding the cost filing the Execution Application. Under these circumstances, the matter is adjourned to August 7, 2009 for reply of the Complainant to the application and for hearing on cost.

(K) Arbitration Matters The following Arbitration cases have been filed against the company and are pending: 1. Offshore Industrial Construction Private Limited (“OIPCL”) has made claims in Arbitration against

Canere Active and Fine Chemicals Private Limited (since merged with NPIL) aggregating approximately to Rs. 0.08 crores in relation to seven erection, procurement and construction contracts in respect of the Digwal manufacturing facility. The company has made a counter claim of Rs. 0.35 crores. The matter is pending.

(L) Notices/Demands The following Notices/ Demands have been issued to the company and are pending: 1. Advocate’s Notice received from Holy Cross Hospital, Kottiyam, Kollam, Kerala stating that the

MINDRAY BS 300 Chemistry Analyzer supplied by the company is defective. The Notice calls upon the company to take back the alleged defective Chemistry Analyzer and demands refund of the advance amount of Rs. 0.2 crores with interest @ 12% with compensation of Rs. 0.005 crores. The company has replied to the notice. The Company has addressed its reply dated April 21, 2009 denying that the Chemistry Analyzer is defecting and has claimed the balance price of the Chemistry Analyzer with interest amounting to Rs.0.15 crore. Holy Cross Hospital has not replied to the Company’s letter. The Company is in the process of filing a suit at Kollam for recovery of the said amount.

2. Advocate’s Notice received from Holy Cross Hospital, Kottiyam, Kollam, Kerala alleging non-supply

of the consumables for the Liaison Analyser installed at the Hospital and called upon the Company to supply free consumables to it. The company is in the process of replying to the notice.

3. A demand aggregating Rs. 0.53 crores has been demanded against the company by National

Pharmaceutical Pricing Authority (“NPPA”) in respect of Gentamycin Sulphate, out of which the Company has paid an amount of Rs. 0.1 crore.

4. The Registrar of Companies has issued three Show Cause Notices to the company, on February 6,

2004, May 10, 2004 and May 12, 2004 respectively, with copies to its Executive Directors & Company Secretary, for offences u/s 205C of the Companies Act, 1956 for not transferring unpaid or unclaimed dividend to the Investor Education & Protection Fund within the prescribed period.

5. A demand aggregating €171,776.91 has been made against the company by the International Debt Recovery Department of Creditreform (UK) Ltd. on the behalf of Robinson Brothers Limited (Bromwich, U.K.); along with the threat to initiate Court proceedings within the company’s local jurisdiction upon the failure to pay the said amount.

6. Advocate’s Notice received from M/s Savera Hotel alleging non-payment of the Hotel’s bills amounting to Rs.0.01 crore in respect of the services availed by the Company. The Company is in the process of replying to the said Notice.

(M) Show Cause Notices against Loan License Agents (LLA) The following Show Cause Notices have been issued against the LLA’s of the company and are pending: 1. The Excise Department has issued three Show Cause Notices against LLA for demands aggregating to

Rs. 0.24 crores. The company has obtained stay from CESTAT –WZB in respect of two Show Cause

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Notices. With respect to the other Show Cause Notice’s the company has filed an Appeal before the Commissioner of Appeals, Central Excise where an amount aggregating to Rs. 0.8 crores has been demanded by the department, against which the company has preferred an Appeal filed before the Supreme Court.

2. Excise Department has issued twelve Show Cause Notices against the LLA’s for demanding an

aggregate sum of Rs. 3.2 crores on the grounds of Cenvat credit disallowance, valuation of samples etc. The company has filed Appeals before various adjudicating authorities and the same are pending.

3. The Excise Department has issued Show Cause Notices against the company’s loan license agent M/s

Samrudh Pharmaceuticals (‘Samrudh’) raising a demand of Rs. 0.91 crores (The differential duty plus interest and penalty), which has been contested by the Company on the ground of valuation of goods manufactured by Samrudh. The company has submitted its reply to the Show Cause Notice before the Commissioner of Central Excise. The matter is pending.

(N) Miscellaneous Cases 1. 40 cases have been filed where the company is named as one of the respondents in relation to transfer,

transmission or loss of shares of the company. 2. The NPIL has filed a Writ Petition before the Bombay High Court against the Order of the Chief

Controlling Revenue Authority (“CCRA”) imposing a stamp duty of Rs. 5.37 crores. The High Court has admitted the Writ Petition and the same is pending for hearing and final disposal.

3. Erstwhile Sarabhai Piramal Pharmaceuticals Ltd. has filed a Writ Petition against the Collector and

Addl. Superintendent of Stamps, before High Court of Gujarat against the Order of the Collector imposing a stamp duty of Rs. 1 crore plus penalty Rs. 0.50 crore on one Deed of Assignment dated October 10, 1999 and a stamp duty of Rs. 1.69 crore plus penalty Rs. 0.84 crore on another Deed of Assignment dated October 3, 1997. The High Court has admitted the matter and granted ad-interim relief in the form of stay of operation and implementation of the Order of the Collector till the disposal of the case. The matter is pending.Contingent Liability as of March 31, 2009

Particulars Amount

(Rs. in crores) a) Estimated amount of outstanding contracts /Capital commitments 16.05 b) Contingent Liability

i. Demand dated June 5, 1984 the Government has asked for payment of the credit of the Drugs Prices Equalization Account, the difference between the common sale price and the retention price on production of Vitamin A Palmitate (Oily Form) from January 28, 1981 to March 31, 1985 not accepted by the Company. The Company has been legally advised that the demand is untenable

0.61

ii Demand dated December 12, 2005 the District Controller has asked Boehringer Manheim India Limited (since merged with Company) for payment in relation to a liability arising out of Drug Price Controller Order, 1979. The Company has filed a Writ Petition in the High Court of Mumbai against the Demand. The Company is of the opinion that the demand is not legally tenable.

3.13

c) Appeals filed in respect of disputed demands

Income Tax - where the company is in appeal 66.30 - where the Department is in appeal 121.84 Sales Tax 5.22 Central/State Excise 11.91 Labour Matters 3.37 Stamp Duty 4.05 Legal cases 7.07

d) Guarantees issued to Government authorities and limited companies including guarantees issued on behalf of subsidiaries and performance guarantees

859.88

e) Bills discounted 57.23

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Note: Future cash outflows in respect of (a), (b) and (c) above are determinable only on receipt of judgments/decisions pending with various forums/authorities. 2. Piramal Enterprises Limited (“the company”) The following Income Tax cases have been filed against the company and are pending: 1) For the A.Y.1999-2000: The Department has filed an Appeal before the High Court, Mumbai, against

the Order of the ITAT, in regard to the (a) treating the non–compete fees received by the company as tax free income of the company, (b) canceling the disallowance of interest free loans given to the employees, The aggregate amount of disallowance is Rs.18.35crores. The matter is pending.

2) For the A.Y. 2000-01: The Department has filed an Appeal before the ITAT, Mumbai, against the

Order of the CIT (A), in regard to the canceling of the penalty for (a) disallowances of interest u/s 14A of the I.T. Act, (b) interest free loans given to the employees and (c) claim for bad debts w/off. The aggregate penalty amount is Rs. 0.42 crores. The matter is pending.

3) For the A.Y.2000-01: The Department has filed an Appeal before the High Court, Mumbai, against the

Order of the ITAT, in regard to the canceling of the disallowance of interest free loans given to the employees. The aggregate amount of disallowance is Rs.0.37 crores. The matter is pending.

4) For the A.Y.2001-02: The Department has filed an Appeal before the High Court, Mumbai, against the

Order of the ITAT, in regard to the canceling of the disallowance of interest free loans given to the employees, The aggregate amount of disallowance is Rs.0.46 crores. The matter is pending.

5) For the A.Y. 2003-04: The Department has filed an Appeal before the ITAT, Mumbai, against the

Order of the CIT(A)-V, in regard to the (a) restriction of disallowance of the electricity expenses of the Company’s Unit B- 101. The Company has filed cross-objection on the same. The total amount in dispute aggregates to Rs. 0.18 crores. The matter was heard by the ITAT and the order is awaited.

6) For the A.Y. 2004-05: The Department has filed an Appeal before the ITAT, Mumbai, against the

Order of the CIT(A)-V, in regard to the (a) restriction of disallowance of the electricity expenses of the Company’s Unit B- 101, aggregating to an amount of Rs. 0.27 crores. The matter is pending.

The following Income Tax cases have been filed by the company and are pending 1) For the A.Y.1998-99: The company has filed an Appeal before the ITAT, against the Order of the

CIT(A), in regard to the disallowance of interest expenses as not for business purpose. The matter was considered and set aside and sent back by ITAT for verification by the A.O. The A.O. had passed an Order in favour of the company. However, this issue was again reconsidered by CIT–VII, and an Order was passed u/s 263 by CIT–VII directing the A.O. to pass a speaking Order. The disputed amount is Rs. 1.39 crores. The matter is pending.

2) For the A.Y. 2001- 02: The company has filed an Appeal before the ITAT, Mumbai against the Order

of the CIT(A)-xix, in regard to upholding the action of ACIT circle 7 (1) in (a) levying penalty u/s. 271(1)(c) of the I.T. Act and also (b) not reducing the penalty on the disallowance of interest expenses, the aggregate amount of penalty is Rs. 0.57 crores. The matter is pending.

3) For the A.Y.2004-05: The company has filed an Appeal before the ITAT, Mumbai, against the Order

of the CIT(A)-V, in regard to the restriction of disallowance of the electricity expenses of the company’s Unit B-101, staff welfare expenses, business development expenses, depreciation on motor car. The amount in dispute is Rs. 0.03 crores. The matter is pending.

4) For the A.Y. 2006- 07: The company has filed an Appeal before the CIT(A)-VII, against the Order of

the AO, in regard to the disallowances of expenses relating to insurance claim on flood by treating the same as capital expenses, interest expenses, under proviso to section 36(1)(iii), setting up expenses in connection with setting up a new centre on the ground that the same is capital in nature, disallowing depreciation on fixed asset on the alleged ground that it was not for the purpose of business, unexplained investment u/s 69 on ground of difference in capital work in progress figures and deemed

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income u/s 2(24)(x) on employees Provident fund contribution disallowing payment made to provident fund etc. The aggregate amount of dispute is Rs.0.68 crores. The matter is pending .

Contingent Liability as of March 31, 2008: Income Tax Rs. - 2.47 crores for AY 2004-2005

3. Alpex International Limited (“the company”) The following Income Tax case has been filed against the company and is pending: For the A.Y. 2003-04: The Department, ITO 6(1)(2), has filed an Appeal before the ITAT, against the Order of the CIT(A), issued in favour of the Company for an amount aggregating Rs. 1.35 crores on ground of Quality Assurance and Regulatory Affairs Services. The matter is pending before the ITAT. The following Civil cases have been filed against the company and are pending: 1) Deutsche Network Services Pvt. Ltd. (now known as Deutsche Bank Operations International Private

Ltd.) has filed a Suit against the company before the Bombay High Court, bearing suit No. 2464 of 2007, for specific performance of the Renewal contracts reflected in Renewal letters stated therein, and for other reliefs. The Notice of Motion bearing No. 3298 of 2007 taken out by the Deutsche Bank Operations International Pvt. Ltd. for interim reliefs was rejected by the High Court. An Appeal No. 548 of 2008 has been filed before the Division Bench of the High Court against the said Order of rejection. By an Order dated February 4, 2009, the Division Bench of has admitted the Appeal. The Appeal as well as Suit are pending for hearing and final disposal.

2) Deutsche Bank AG has filed a Suit against the company before the High Court at Bombay, bearing

suit No. 2465 of 2007, for specific performance of the renewal contracts reflected in renewal letters stated therein, and for other reliefs. Notice of Motion No 3297 of 2007 taken out by Deutsche Bank AG for interim reliefs was rejected by the High Court by an Order dated February 26, 2008. Deutsche Bank AG has filed an Appeal bearing No. 4 of 2008 against the Order of rejection before the Division Bench of the High Court. By an Order dated 2009, the Division Bench has admitted the Appeal. The Appeal as well as the suit are pending for hearing and final disposal.

3) Yahoo Web Services India Pvt. Ltd (“Yahoo”) has filed a Suit against the Company before the Court of

Small Causes at Bombay bearing L.D. suit No.188 of 2007, for declaration that the Agreement of Leave & License dated December 23, 2004 read with letter dated June 20, 2005 [letter signed along with the Lease Agreement] is valid & subsisting. An Order of injunction has been passed by this Court against the Company in matters of restraining Yahoo and/or its employees from using the premises along with amenities. The suit is pending for hearing and final disposal.

4) Legrand (India) Pvt. Ltd. has filed a Suit against the company in the Court of Small Causes at Bombay

bearing suit no. 207 of 2007, for possession of the suit Premises and also for a Permanent Order & injunction against the Defendants for interfering with or disrupting in any manner with the Plaintiff’s use and occupation of the suit Premises. The company has filed its Written Statement in the Suit. The parties have settled the dispute by entering into a fresh Agreement of Leave and License. The suit is to be withdrawn, and appropriate steps are to be initiated by the parties in respect of the same.

The following Civil cases have been filed by the company and are pending: 1) The company has filed an eviction suit against Deutsche Bank AG, before the Small Causes Court at

Bombay, bearing Suit No. 90/107 of 2008, for eviction and other reliefs. Issues are yet to be framed in the said Suit. The matter is pending.

2) The company has filed an eviction suit against Deutsche Network Services Pvt. Ltd. (now known as

Deutsche Bank Operations International Private Ltd.), before the Court of Small Causes at Bombay, bearing Suit No. 72/85 of 2008, for eviction and other reliefs. Issues are yet to be framed in the said Suit. The matter is pending.

3) The company has filed a suit against Yahoo Web Services India Private Ltd., before the Small Causes

Court at Bombay bearing L. E. Suit No. 32/34 of 2008, for eviction and other reliefs. The Suit is pending for hearing.

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4) The company has filed a suit against Legrand (India) Pvt. Ltd., before the Small Causes Court at

Bombay, bearing L. E. Suit No. 10/11 of 2008 for eviction and other reliefs. The parties have, however, settled the dispute by entering into a fresh Agreement of Leave and License. The suit is to be withdrawn, and appropriate steps are to be initiated by the parties in respect of the same.

Contingent Liability as of May 31, 2008: Nil 4. The Swastik Safe Deposit and Investments Ltd (“the company”) The following Income Tax cases have been filed against the company and are pending: 1) For the A.Y. 2002-03: The Department has filed an Appeal before the ITAT, against the Order of the

CIT(A), in regard to the (a) disallowance of expenses u/s 14A of the I.T. Act, 1961, and (b) interest on interest free/low interest loans. The matter was heard by ITAT and it had directed the A.O. to verify the matter. The matter is pending before the AO. The aggregate amount of dispute is Rs. 3.02 crores. The matter is pending.

The following Income Tax cases have been filed by the Company and are pending: 1) For the A.Y. 1998-99: The company has filed an Appeal before the ITAT, against the Order of the CIT

(A), in regard to the (a) disallowance of expenses incurred towards premium on redemption of debentures. The aggregate amount of dispute is Rs. 1.21 crores. The matter has been remanded back to the AO. The matter is pending.

2) For the A.Y. 2001-02: The company has filed an Appeal before the ITAT, against the appellate Order

of the CIT (A), on grounds of (a) disallowance u/s 14A of the I.T. Act 1961, (b) interest on interest free loans, and (c) discounting charges written off. The amount of penalty payable is Rs. 2.80 crores. The matter is pending.

3) For the A.Y. 2004-05: The company has filed an Appeal before the ITAT, against the appellate Order

of the CIT (A), on grounds of (a) disallowance of expenses u/s 14A and (b) claim for bad debts written off. The amount of disallowance in dispute is Rs. 1.61 crores. The matter is pending.

4) For the A.Y. 2004-05: The company has filed an Appeal before the CIT(A)-VII against the Order

dated March 31, 2009 of the AO, levying penalty on (a) confirming the disallowance of expenses u/s 14A and (b) claim for bad debts written off. The aggregate amount of penalty payable is Rs. 0.33 crore. The matter is pending.

Contingent Liability as of March 31, 2009: Disputed Income Tax demands for Penalty matter for AY

2001-2002 - Rs. 2.60 crores and for AY 2004-2005 - Rs. 0.33 crore. The Company has preferred appeal against all the above orders.

5. Piramal Diagnostics Services Private Ltd., formerly known as NPIL Laboratories & Diagnostics

Pvt. Ltd. (“the company”). (A) Civil Matters The following Civil cases have been filed against the company and are pending: 1) Dr. Anurag Gupta has filed an Arbitration Miscellaneous Application against the NPIL Laboratories &

Diagnostics Pvt. Ltd. before the Senior District Judge, Court No. 3, Jodhpur, Rajasthan, bearing Application No. 10/ 2008 with regard to the forcible occupation of the Sivanchi-Gate collection, and is still in his possession. The company has also lodged an FIR to the local police station and also lodged a Civil Suit against the Doctor. The case is pending before the Senior District Magistrate.

2) Sunita Ahlawat has filed a case against the NPIL Laboratories & Diagnostics Pvt. Ltd. before the High

Court of Delhi, being OMP No. 677/ 2008. The matter, as such, was disposed off on February 5, 2009. The Court has directed both the parties to settle the matter amicably. In the event no settlement is arrived at, parties can invoke Arbitration process under the Indian Council of Arbitration. The

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settlement process has been initiated between the parties; but terms are yet to be finalized. The matter is, thus, pending.

The following Civil cases have been filed by the company and are pending: 1) The company has filed an Arbitration Petition against Mr. Saurabh Chakrabarty & Others in the High

Court of Bombay, bearing Arbitration Petition No. 68/2009. The concerned parties entered into a Business Acquisition Agreement and Consultancy Agreements. During the course of implementation of the Business Acquisition Agreement, several instances of the occurrence of breaches of the Consultancy Agreements as also of the Business Acquisition Agreement came to the notice of the Petitioner. Hence, the acquisition was reversed and the Consultancy Agreements came to an end. The Petition has been filed by the company in Order to enforce a non-compete clause agreed to by Mr. Saurabh Chakrabarty & Others in their Agreements with the company. Order dated February 6, 2009, stated that Mr. Saurabh Chakrabarty & Others would not dispose of the machinery and/or create any third party rights with respect to the machinery and other equipment in their possession and that the Mr. Saurabh Chakrabarty & Others would not represent themselves to be Director’s of the company and/or use the brand name of the company. This Order is to remain in force till the final Orders are passed. Respondents are yet to file their reply to the company’s interim application. The matter is pending.

2) The company has filed a Summary Suit against D.P. Medicare Clinical Laboratories Pvt. Ltd & Ors.,

before the Bombay High Court, bearing Summary Suit No. 455 of 2009. The concerned parties entered into a Business Acquisition Agreement and Consultancy Agreements. During the course of implementation of the Business Acquisition Agreement, several instances of occurrence of breaches of the Consultancy Agreements as also of the Business Acquisition Agreement came to the notice of the Petitioner. Hence, the acquisition was reversed and the Consultancy Agreements came to an end. The Suit has been filed for recovery of Rs. 1.18 crores under the Business Acquisition Agreement entered into with D. P. Medicare Clinical Laboratories Pvt. Ltd. & Others. The Writ of Summons has been issued in the matter. The matter is pending.

(B) Labour Matter The following Labour cases have been filed against the company and are pending: Mr. Vinod Prasad Sinha & Ors., have filed a case against Mr. Girish Mehta & Anr. before the Varanasi Labour Commissioner, bearing P.W. Case No 106/2008 u/s 15 of Payment of Wages Act, 1936 read with Order 9 Rule 13 of C.P.C., 1908 and Rule 8(3) of the Payment of Wages (Procedure) Rules, 1937. An Ex- parte Order was passed against the company, on January 30, 2009, directing the company to pay a sum of Rs. 0.21 crore towards payments of Appellants’ wages. The company filed a Recall Application before the Labour Commissioner to set aside and quash the above Order. The above Recall Application has been dismissed and we are in the process of filing an Appeal against the above Order. (C) Criminal Matter The following Criminal cases have been filed against the company and are pending: An F.I.R was filed by Dr. Saurabh Chakrabarty in Belpur Police Station Vanarasi against Senior Officials of the company. Subsequently, a petition to quash the F.I.R was filed on behalf of the company before the Allahabad High Court, bearing Petition No 10273, against the concerned Police Officials, State of U.P and Dr. Saurab Chakrabarty. Vide order dated June 8, 2009; Allahabad High Court has granted in favor of the company an interim relief by way of stay on arrest. This order is to remain in force until the disposal of the petition. Respondents are yet to file their counter affidavits affidavits. The matter is pending. The following Criminal cases have been filedby the company and are pending: 1) The company has filed a criminal complaint against Mr. T. Kannan, before the Metropolitan Magistrate

Court, Bhoiwada, Dadar, Mumbai, u/s 138 of the Negotiable Instruments Act 1881. The court is in process of issuing Summons in the name of Mr. T. Kannan.

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2) The company has also filed a criminal complaint against D.P Medicare Laboratories Pvt & Ors., bearing C.C. No. 49/SW/2009, seeking orders u/s 156 (3) of Cr.P.C. The above complaint has been allowed and the Additional Judicial Magistrate has directed registration of FIR and investigation under Section 156(3).

(D) Consumer Matter The following Consumer cases have been filed against the company and are pending: 1) Rajni Gupta has filed a consumer complaint against Wellspring & Ors before the Consumer Forum of

Ghaziabad bearing Consumer Complaint No. 239/07. We have filed our written statement in reply. Other opposite parties have not filed their written statement yet. The matter is pending.

2) Mr. Maiya (on behalf of his daughter Smitha Maiya) has filed a consumer complaint against

Deshpande Laboratories (business acquired by the Company). We have filed the written statement and a rejoinder has been filed by the Complainant. The other opposite parties are yet to file their replies. The matter remains pending. The same Complainant has filed the same complaint before the Medical Counsel, Bangalore as well, which is also pending as on date.

Contingent Liability as of March 31, 2009: - Liability on partly paid shares – Rs. 7 crores - Bank guarantee issued as a security deposit to a customer – Rs. 0.22 crore - Claims made against the Company not acknowledged as debts – Rs. 0.41 crore 6. Allergan India Pvt. Ltd. (A) Income Tax The following Income tax cases have been filed against the company and are pending: 1. For the A.Y. 2001 – 2002: The Deputy Commissioner of Income Tax, Circle – 11 (1), Bangalore by an

Assessment Order dated March 14, 2005 passed an Order u/s 156 of the I .T. Act against the company imposing a penalty of Rs.1.08 crores for furnishing inaccurate particulars of income. The company has made a part payment of Rs. 0.7 crores and the balance amount is contested by the company. The matter is pending.

2. For the A.Y. 2003 – 2004: The Assistant Commissioner of Income Tax, Circle – 11 (1), Bangalore by

an Assessment Order dated March 28, 2006 passed an Order u/s 156 of the I .T. Act against the company imposing a penalty of Rs.0.12 crores for deductions claimed by the company. The company has made a part payment of Rs. 0.09 crores and the balance amount is contested by the company. The matter is pending.

3. For the A.Y 2004-05: The Assistant Commissioner of Income Tax, Bangalore has issued a Notice u/s

156 of the I.T. Act against the company imposing a penalty of Rs. 0.09 crores for deductions claimed by the company. The company has made the full payment of Rs.0.09 crores under protest. The matter is pending.

4. For the A.Y 2005-06: The Assistant Commissioner of Income Tax, Bangalore has issued a notice u/s

143 of the I.T. Act against the company. By an Order dated December 20, 2007 the ACIT has given intimation to the company u/s 245 of the I.T. Act wherein they have adjudged Rs. 0.18 crores of the demand raised against the company. The matter is pending.

5. For the A.Y. 2006-07: The Assistant Commissioner of Income Tax, Bangalore has issued a notice u/s

143 of the I.T. Act against the company. By an Order dated December 26, 2008 the ACIT has given intimation to the company u/s 245 of the I.T Act wherein they have adjudged Rs. 0.24 crores of the demand raised against the company. The matter is pending.

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(B) Sales Tax The following sales t ax cases have been filed against the Company and are pending:

There are 18 sales tax cases pending before various sales tax authorities, tribunals and forums challenging the demand raised by the sales tax authorities aggregating to sum of Rs. 7.31 crores against the company for non-submissions of form F and for deductions claimed by the company under the sales tax laws. The company while having challenged such demands, have made a payment of Rs.1.83 crores in respect of all the 18 cases referred to herein either as and by way of deposit or in protest as a condition to challenge or contest such demands. All the 18 sales tax cases are pending before various local sales tax officers and/or commissioners. Contingent Liability as of March 31, 2009: - Bank guarantees issued in favour of sales tax authorities – Rs. 0.83 crore and for tender deposits Rs.

Nil - Estimated amount of contract remaining to be executed on capital account and not provided for (net of

advances) is Rs. 0.14 crore - Income tax/sales tax demands under appear – Rs. 8.35 crores 7. Glass Engineers Pvt. Ltd (“the company”) A) Income Tax The following Income tax case has been filed against the Company and is pending:

For the A.Y. 2005-06: The Department, ITO 6(3)(1), has filed an Appeal against the order of CIT(A) issued in favour of Glass Engineers for an amount of Rs. 0.27 crores on the issue of disallowance u/s. 14A. The matter is pending before the ITAT. The following Income tax case has been filed by the Company and is pending: For the A.Y. 2005 – 2006: The Income Tax Officer, Range 6 (3) (1), Mumbai passed an Order u/s. 271(1) (c) of the I.T Act imposing penalty of Rs. 0.02 crores for furnishing inaccurate particulars of income. The company has filed an Appeal before the CIT (A).Contingent Liability as of March 31, 2008: Nil

8. DDRC Piramal Diagnostics Services Pvt. Ltd. (“the company”) The following cases have been filed against the company and are pending: 1) Mr. Santhosh Kumar has filed a Consumer Complaint No. 22/09 before the Consumer Disputes

Redressal Forum, Pathanamthitta against the Director of DDRC Wellspring Pathlabs Limited. The Complaint states that weak positive result was given to his 4 year old daughter who had undergone HBs Ag Card Test & Elisa. The Complaint has claimed Rs. 0.03 as compensation. The matter is pending.

Contingent Liability as of March 31, 2009: Nil 9. PHL Fininvest Private Limited a. Cases filed by or against PHL Fininvest Private Limited: Nil b. Contingent Liability as of March 31, 2009: Nil 10. Nandini Piramal Investments Private Limited a. Cases filed by or against Nandini Piramal Investments Private Limited: Nil.

b. Contingent Liability as of March 31, 2009: Nil

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11. PGL Holdings Private Limited (erstwhile GGL Holdings Pvt Ltd) a. Cases filed by or against PGL Holdings Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 12. Savoy Finance & Investments Private Limited a. Cases filed by or against Savoy Finance & Investments Private Limited: Nil b. Contingent Liability as of March 31, 2009: Nil 13. Piramal Enterprises Ltd - Trustees of Piramal Enterprises Executive Trust a. Cases filed by or against Piramal Enterprises Ltd - Trustees of Piramal Enterprises Executive Trust: Nil b. Contingent Liability as of March 31, 2008: Nil 14. Piramal Healthcare Ltd. - Senior Employees Option Scheme a. Cases filed by or against Piramal Healthcare Ltd. - Senior Employees Option Scheme: Nil b. Contingent Liability as of March 31, 2008: Nil 15. Piramal Life Sciences Limited a. Cases filed by or against Piramal Life Sciences Limited: Nil b. Contingent Liability as of March 31, 2009: Nil 16. PHL Holdings Private Limited a. Cases filed by or against PHL Holdings Private Limited: Swati Piramal Investments Private Limited (Now merged in PHL Holdings Private Limited)

For the A.Y. 2003-04: Swati Piramal Investments Private Limtied has filed an Appeal before the ITAT against the Order of the CIT (A). The matter is pending. The tax impact thereon is Rs. 0.56 crore, plus interest. b. Contingent Liability as of March 31, 2008: Nil 17. Alpex Holdings Private Limited a. Cases filed by or against Alpex Holdings Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 18. Piramal Management Services Private Limited a. Cases filed by or against Piramal Management Services Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 19. PEL Management Services Private Limited a. Cases filed by or against PELl Management Services Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil

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20. Gopikisan Piramal Private Limited a. Cases filed by or against Gopikisan Piramal Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 21. Vulcan Investments Private Limited a. Cases filed by or against Vulcan Investments Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 22. Nicholas Piramal Pharma Private Limited a. Cases filed by or against Nicholas Piramal Pharma Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 23. Adelwise Investments Private Limited a. Cases filed by or against Adelwise Investments Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 24. Akshar Fincom Private Limited a. Cases filed by or against Akshar Fincom Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 25. Cavaal Investments Private Limited a. Cases filed by or against Cavaal Investments Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 26. BMK Laboratories Private Limited a. Cases filed by or against BMK Laboratories Private Limited: Demand from excise authorities – Rs.

0.17 crores For the A.Y. 2003-04: BMK Laboratories Private Limited has filed an Appeal before the CIT(A) against the Order of the Dy. CIT – 10(3). The tax impact in this case is Nil as there are brought forward and carried forward losses, hence taxable income is Nil.b. b. Contingent Liability as of March 31, 2008: Nil 27. Piramal International Private Limited a. Cases filed by or against Piramal International Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 28. Piramal Capital Private Limited a. Cases filed by or against Piramal Capital Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil

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29. Indiareit Fund Advisors Private Limited a. Cases filed by or against Indiareit Fund Advisors Private Limited: Nil b. Contingent Liability as of March 31, 2008: The Company has given a capital commitment to invest a

minimum of Rs. 0.05 crores in class D units issued by Scheme III of the Fund. As at March 31, 2008, 40% of the capital committed has been called by the Fund and the balance of Rs. 0.03 crores is payable on issue of a draw down notice over the commitment period.

30. IndiaVenture Advisors Private Limited a. Cases filed by or against IndiaVenture Advisors Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 31. Piramal Pharmaceutical Development Services Private Limited a. Cases filed by or against Piramal Pharmaceutical Development Services Private Limited: Nil b. Contingent Liability as of March 31, 2009: Nil 32. Piramal Water Private Limited a. Cases filed by or against Piramal Water Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 33. Alpex Power Private Limited a. Cases filed by or against Alpex Power Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 34. Arkray Piramal Medical Private Limited a. Cases filed by or against Arkray Piramal Medical Private Limited: Nil b. Contingent Liability as of March 31, 2009: Nil 35. Piramal Sunteck Realty Private Limited a. Cases filed by or against Piramal Sunteck Realty Private Limited: Nil b. Contingent Liability as of May 31, 2008: Nil 36. Paramount Pharma Private Limited a. Cases filed by or against Paramount Pharma Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 37. Propiedades Realities Private Limited a. Cases filed by or against Propiedades Realities Private Limited: Nil b. Contingent Liability as of March 31, 2008: Nil 38. Piramal International a. Cases filed by or against Piramal International: Nil

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b. Contingent Liability as of March 31, 2009: Nil 39. Piramal Healthcare Inc. a. Cases filed by or against Piramal Healthcare Inc.: Nil b. Contingent Liability as of March 31, 2009: Nil 40. Piramal Holdings (Suisse) SA a. Cases filed by or against Piramal Holdings (Suisse) SA.: Nil b. Contingent Liability as of March 31, 2009: Nil 41. Ajay Gopikishan Piramal (HUF) Cases filed by or against Ajay Gopikishan Piramal (HUF). : Nil

42. Piramal Texturising Private Limited a. Cases filed by or against Piramal Texturising Private Limited:

Income Tax case filed by the Company. For the A.Y. 2003-04: Piramal Texturing Private Limited has filed an Appeal before the ITAT, against the Order of CIT-7, Mumbai, issued u/s. 263 of the I.T. Act, on the issues of deductions under S. 80 M of the I.T. Act and other decisions as per Order u/s. 143(3) of I.T. Act. The tax impact thereon is Rs. 0.29 crore. The matter is pending.

b. Contingent liability as of March 31, 2008: Nil

IV. The Outstanding Litigation and Material Proceedings initialed “against” the Directors and Promoters of our Company.

The following cases / complaints have been filed against the Promoter and Chairman of our Company Mr. Ajay G. Piramal in his capacity as the Director and Chairman of Piramal Healthcare Limited: 1. Mr. Loknath Ratnakar, a former consignment agent of the PHL has filed Complaint (No. 1497(1) of

2002) before the Court of Chief Judicial Magistrate, Patna for offences under s. 420, 406 and 120B of the Indian Penal Code, 1860 against Mr. Ajay G. Piramal & Ors for termination of agency and alleged misappropriation of amounts aggregating Rs. 0.53 crores. Summons were issued to the parties on March 25, 2004, against which a Revision Petition was filed before the Sessions Judge. The records have been called for from the lower court. The matter is pending and next date of hearing is not notified.

2. Mr. Loknath Ratnakar, a distributor has filed Complaint (Case No. 2522(C)) before the Chief Judicial

Magistrate, Patna against Mr. Ajay G. Piramal & Ors for offences under s. 420, 406 and 120-B, of the IPC. The Criminal Complaint has been filed on the grounds that PHL has taken a road permit through the complainant, but has supplied products directly through its own distributor and not through the complainant. The matter is pending for service of Summons and next date of hearing is not notified.

3. The Security Guards Board for Greater Bombay and Thane District through its Inspector has filed a

Criminal Complaint on September 16, 2004 before the Chief Metropolitan Magistrate, 38th Court, Mumbai, against Mr. Ajay G. Piramal. The Complaint has been filed for alleged offences under Clause 42 of the Private Security Guards (Regulation of Employment & Welfare) Scheme, 2002, which provides employing security guards other than security guards allotted by the Security Guards Board. PHL has filed a Petition u/s 482 of Cr.P.C. before the Bombay High Court and the High Court admitted the Petition and has granted interim stay on the proceedings pending against the Mr. Ajay G Piramal

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before the Chief Metropolitan Magistrate. However, there is no stay of proceedings as against the Company. The matter is pending and the next date of hearing is not notified.

4. Registrar of Companies has issued three Show Cause Notices to PHL and Mr. Ajay G. Piramal and Ors

on February 6, 2004, May 10, 2004 and May 12, 2004 respectively, for offences u/s 205 C of the Companies Act, 1956 for not transferring unpaid or unclaimed dividend to the Investor Education & Protection Fund in the prescribed period. Application has been made for compounding offences and the same is pending.

5. Vinayak Healthcare Private Limited, who runs a Hospital under the name “Life Line Hospital” at

Alwar, Rajasthan, have filed a Consumer Complaint (bearing No 267/2007) before the District Consumer Protection Forum, Alwar, against the company and Ors, on June 25, 2007; alleging that the Semi-Auto Clinical Chemistry Analyzer supplied by the company is defective and should be replaced. The company has filed its reply stating that the Complainant is not a consumer under the Consumer Protection Act, 1986 and that the Complainant was aware of the feature of the product at the time of purchase. A claim for Rs. 0.01 crore including 18% p.a. interest and compensatory damages of Rs. 0.02 crore. The matter is pending.

6. FDC Limited has filed a Suit, bearing (CS (OS) NO.334 OF 2008), before the Supreme Court against

Mr. Ajay G. Piramal and Ors for permanent injunction restraining the company from selling, manufacturing, marketing, directly or indirectly dealing in medicinal and pharmaceuticals preparations under the trade mark ELECT-ORS or under any other trademark identical and/or deceptively similar to FDC’s trademark ELECTRAL, for infringement of trademark, copyright, passing off, damages, rendition of accounts, delivery up in respect of their trade mark ELECTRAL. The Chairman of PHL and Ors have filed a joint Written Statement in the Suit. The Delhi High Court has in a very detailed Order refuted the contention of FDC Limited and held that the prefix “Elect” is a short form of “Electrolytes” and hence is generic and further held that FDC Limited cannot claim proprietary rights over abbreviations of generic terms and refused to grant interim injunction in favour of FDC Limited. The matter is pending for hearing and final disposal.

7. Mr. R. B. Jhunjunwala has filed a Complaint bearing No 614R of 2006 against PHL and the Chairman

of PHL before the Magistrate’s Court at Girgaum for alleged offences under IPC on account of non-transfer of certain disputed shares in his name. A Criminal Application was filed by all the Accused (the Company and its Officers) in the Complaint before the Bombay High Court for quashing the Complaint u/s 482 of Cr.P.C. The High Court has by its Order dated February 3, 2009 stayed further proceedings in the Complaint. The High Court has vide Order dated June 30, 2009, admitted the Criminal Application and has stayed the Complaint till hearing and final disposal of the Criminal Application..

The following cases / complaints have been filed against the Managing Director of our Company Mr. Vijay Shah in his capacity as Director of PHL: 1. The Food Inspector, on behalf of State of Gujarat, Nadiad, has filed a Criminal Complaint (Case No. 5

of 2002) against Mr. Vijay Shah & Ors alleging that PHL has committed an offence under the Prevention of Food Adulteration Act, 1954 in respect of Rejoint Dietary Supplement. The Complaint has been filed on the grounds that a sample was adulterated and misbranded and also that PHL has not made a declaration in respect of animal origin in relation to the gelatine capsule. Mr. Vijay Shah & Ors have filed Miscellaneous Criminal Application (No.3986 of 2002) u/s 482 of the Cr. P.C. before the Gujarat High Court, which got admitted vide its Order dated December 5, 2002. The matter is pending and the next date is not notified.

2. Mr. Loknath Ratnakar, a former consignment agent of PHL has filed Complaint (No. 1497(1) of 2002)

before the Court of Chief Judicial Magistrate, Patna for offences under s. 420, 406 and 120B of the Indian Penal Code, 1860 against Mr. Vijay Shah and Ors for termination of agency and alleged misappropriation of amounts aggregating Rs. 0.53 crores. Summons was issued to the parties on March 25, 2004, against which a Revision Petition was filed before the Sessions Judge. The records have been called for from the lower court. The matter is pending and next date of hearing is not notified.

3. Mr. Loknath Ratnakar, a distributor has filed Complaint (Case No. 2522(C)) before the Chief Judicial

Magistrate, Patna against Mr. Vijay Shah & Ors for offences u/s 420, 406 and 120-B, of the IPC. The

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Criminal Complaint has been filed on the grounds that PHL has taken a road permit through the complainant, but has supplied products directly through its own distributor and not through the complainant. The matter is pending for service of Summons and next date of hearing is not notified.

4. The Drugs Inspector, Drugs Control Department, on behalf of the State of Delhi has filed two separate

Criminal Complaints before the Metropolitan Magistrate, New Delhi, u/s 18(a)(i) and u/s 27 (d) of the Drugs and Cosmetics Act, 1940 against Mr. Vijay Shah & Ors The complaint has been filed on the ground that “Tixylix” children’s cough linctus was found not to be of standard quality and thus gave a negative test for Pholcodine. Mr. Vijay Shah & Ors filed two separate Petitions u/s 482 of Cr.P.C. (bearing number 5146 of 2006) and (bearing number 5148 of 2006) respectively, before the Delhi High Court for quashing the proceedings initiated and filed before the Metropolitan Magistrate, New Delhi. The Delhi High Court directed the Drug Authorities to file their reply and by an Interim Order granted an exemption to Mr. Vijay Shah from personally appearing before the Metropolitan Magistrate, New Delhi. The matter was heard before the High Court on February 27 2009, when, at the request of the counsel for PHL, the matter was adjourned to July 22, 2009. The matter is pending.

5. The Drugs Inspector, Drugs Control Department, on behalf of the State of Delhi has filed a Criminal

Complaint (No. 8 of 2004) before the Metropolitan Magistrate, New Delhi, u/s 18(a)(i) and u/s 27 (c) of the Drugs and Cosmetics Act, 1940 against PHL. The Complaint has been filed on the ground that a sample Tixylix children’s cough linctus was found not to be of standard quality and gave a negative test for Pholcodine and Phenylpropanolamine Hcl. PHL filed a Petition u/s 482 of Cr.P.C. (being number 5147 of 2006) before the Delhi High Court for quashing the proceedings initialed and filed before the Metropolitan Magistrate, New Delhi. The High Court directed the Drug Authorities to file their reply. The Criminal Complaint came up for hearing before the Metropolitan Magistrate on January 19, 2009 and adjourn the hearing of the complaint to August 24, 2009, since the issues are pending to be determined by the High Court in the Petition filed u/s 482 of Cr.P.C. The matter is pending.

The following cases / complaints have been filed against the Director of the Company Ms. Vinita Bali in her capacity as a Trustee of Britannia Industries Limited covenanted Staff Pension Fund and Britannia Industries Limited Officers Pension Fund and/or as the Managing Director of Britannia Industries Limited. 1. Mr. Satish Kumar Garcha, an ex-employee of Britannia Industries Limited, & Ors. have filed Criminal

Complaint bearing No.946/117 before Court of Additional Chief Metropolitan Magistrate, Patiala House, New Delhi against Ms. Vinita Bali and Ors on the ground that certain of the ex-employees of Britannia Industries Limited who retired/resigned and were eligible to receive pension benefits were offered pensions in accordance with the Rules of the Britannia Industries Limited Covenanted Staff Pension Fund and the Rules of the Britannia Industries Limited Officers Pension Fund. However, a majority of them did not accept the pension as they believe that they were entitled to a higher pension. The Delhi High Court u/s s.482 of Cr.P.C has passed Interim Orders staying the proceedings pending before the Additional Chief Metropolitan Magistrate, Patiala. The matter is pending.

2. Britannia Industries Limited Pensioners Welfare Association and Anr. have filed a Suit bearing No.

25868 of 2008 before Court of City Civil Judge, Mayohall, Bangalore against Ms. Vinita Bali & Ors, in her capacity as a Trustee of Britannia Industries Limited Covenanted Staff Pension Fund, Britannia Industries Limited Officers Pension Fund (collectively “Funds”) and as the Managing Director of Britannia Industries Limited on the ground that certain ex employees o Britannia Industries Limited who retired/ resigned and were eligible to receive pension benefits were offered pensions in accordance with the Rules of the Funds. However, a majority of them did not accept the pension as they believe that they were entitled to a higher pension. The Court has vide its Interim Orders dated January 10, 2009 and February 10, 2009, directed the Funds to pay pensions in accordance with the computation made by them. This is on the basis that Funds have been originally offered. The Pension Funds have since complied with Orders. The matter is pending.

Material Developments since the date of the last Balance Sheet i. e. March 31, 2009 In the opinion of our Board, there have not arisen since the date of the last financial statements disclosed in this Letter of Offer, any circumstances that materially or adversely affect or are likely to affect our profitability taken as a whole or the value of our consolidated assets or our ability to pay our material liabilities within the next 12 months.

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GOVERNMENT AND OTHER APPROVALS

In view of the approvals listed below, our Company can undertake this Issue and its current business activities and no further material approvals are required from any Government authority to continue such activities. It must, however, be distinctly understood that in granting these consents / licenses / permissions / approvals, the Government does not take any responsibility for the financial soundness of our Company or for the correctness of any of the statements or any commitments made or opinions expressed. Our Company has received the following Government approvals/licenses/permissions that are material to its business. Unless otherwise stated, these approvals are all valid as of the date of this Letter of Offer. Our Company has received all the necessary permissions and approvals from the Government and various Government agencies for the existing activities. No further approvals from any Government authority/Reserve Bank of India (RBI) are required by our Company to undertake the existing activities, save and except those approvals, which may be required to be taken in the normal course of business from time to time. Approvals for the Business We require various approvals to carry on our business in India. The approvals that we require include the following: A. Incorporation Certificate of Incorporation No. 113433 dated February 6, 1998 issued by the Registrar of Companies, Mumbai located at Everest, 5th Floor, 100, Marine Drive, Mumbai 400 002, Maharashtra, India. B. Approvals from Tax Authorities 1. Our Company’s Permanent Account Number is AABCG0093R. 2. Our Company’s Tax Deduction Account Number under the provisions of the Income Tax Act is G-

05714-C / BBY 3. The Tax Deduction Account Number of our factory at Jambusar is BRDG00886E 4. The Tax Deduction Account Number of our factory at Kosamba is SRTG00256E C. RBI Approvals 1. Approval vide dated July 22, 1999 bearing Ref. No. EC.CO.OID 290/19.07.113/99-2000 in response

to Application dated June 26, 1999 for overseas investment in our subsidiary in Sri Lanka. Approval No BYWRB19990148 was granted to the subsidiary.

2. Letter dated October 27, 2003 bearing Ref No EC.CO.OID/19.07.191/03-04 in response to filing of

Form ODR dated September 22, 2003 and October 7, 2003 for overseas investment in WOS in USA under the automatic route in terms of the FEMA Notification No. 19/RB-2000 dated May 3, 2000. Identification No. BYWAZ20030285 was allotted to the WOS.

3. Letter dated November 16, 2005 bearing Ref No. FE.CO.OID/0826/19.07.250/2005-06 in response to

filing Form ODR in connection with setting up / acquiring a WOS in USA under automatic route for overseas direct investment, in terms of Notification No. FEMA 120/RB-2004 dated July 7, 2004 as amended. Identification No. BYWAZ20050401 was allotted to the WOS.

D. Factory Approvals Jambusar Approvals:

1. Factory License No 005032 issued under the Factories Act, 1948 is valid till December 31, 2009

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2. License No. P/HQ/GJ/15/2240(P161714) granted on October 8, 1998 issued by the Chief Controller of Explosives, (Petroleum & Explosives Safety Organization) to import and store 485 kilolitres of petroleum. The license is valid upto December 31, 2009.

3. Solvent License No. W94 granted on January 31, 2008 issued by the District Collector, Baruch and

valid till December 31, 2009

4. Approval dated October 10, 2007 issued by Executive Engineer, Ankleshwar for release of additional 1100 KVA HT power supply to the unit located at Village Tarsali.

5. Certificate of Registration dated December 16, 1996 for contract labour license issued by the Assistant

Commissioner of Labour & Office under the Contract Labour (Regulation and Abolition) Act, 1970. This is a one-time license not requiring renewal.

6. Certificate of Stability dated May 8, 2008 issued by Civil Engineer having Competent Person

Certificate No. GUJ/DISH/CPT/A/0071/2007 dated October 29, 2007, certifying that the factory premises and all engineering works are structurally sound and their stability would not be endangered by their use for the manufacture of glass bottles and vials.

7. Certificate of Membership of Common Effluent Treatment Plant Enviro Infrastructure Co. Ltd. dated

September 13, 2007 for certifying that our Company is a member of the Common Effluent Treatment Plant Enviro Infrastructure Co. Ltd. and their effluent discharge quantity registered with the company is 60,000 litres per day.

8. Certificate of Membership of the Common Solid Waste Disposal Facility dated September 11, 2008

certifying that our Company is a member of the Common Solid Waste Disposal Facility of Bharuch Enviro Infrastructure Ltd.

9. Approval / Consent No. AWH-33069 dated June 20, 2009 issued by Gujarat Pollution Control Board

permitting the Company to continue to operate its Jambusar plant upto January 1, 2014 granted under the provisions of The Water (Prevention and Control of Pollution) Act, 1974, Air (Prevention and Control of Pollution) Act, 1981, Hazardous Waste Management Rules, 1989 and Environment Protection Act, 1986.

Certifications: Certificate of Approval awarded by Bureau Veritas on April 10, 1996 certifying that the Management system standards of the Jambusar plant is ISO 9001:2000 compliant for design and development of moulds, manufacture and supply of soda-lime and borosilicate glass containers. The certification is valid upto July 24, 2011. Application pending renewal:

1. Certificate of Approval awarded by Bureau Veritas Quality International on January 28, 2000

certifying that the Management system standards of the Jambusar plant is ISO 14001:2004 compliant for design and development of moulds, manufacture and supply of soda-lime and borosilicate glass containers. The certification is valid upto May 5, 2009.

IMS Audit for further process of renewal is underway.. Kosamba Approvals: 1. Factory License No 004454 issued under the Factories Act, 1948 is valid till December 31, 2009. 2. License No. G/WC/GJ/06/1364(G18757) granted vide letter dated October 17, 2006 issued by the Dy.

Chief Controller of Explosives, Baroda (Petroleum & Explosives Safety Organization) for storage of LPG cylinders at Tarsadi District, Surat, valid till September 30, 2009.

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3. License No. P/HQ/GJ/15/4741(P17621) granted vide letter dated January 12, 2009 by the Dy. Chief Controller of Explosives (Petroleum & Explosives Safety Organization) for the Petroleum Class C Installation at Block No. 463, Village Tarsadi, Tal Mangrol, District Surat, valid upto December 31, 2010.

4. License No. P/HQ/GJ/15/4741(P17621) granted on January 12, 2009 issued by the Chief Controller of

Explosives, (Petroleum & Explosives Safety Organization) to import and store 450 kilolitres of petroleum. The license is valid upto December 31, 2010.

5. Certificate of Registration dated October 10, 1998 for contract labour license issued by the Assistant

Commissioner of Labour & Office under the Contract Labour (Regulation and Abolition) Act, 1970. This is a one-time license not requiring renewal.

6. Certificate of Stability dated November 27, 2006 issued by Civil Engineer having Competent Person

Certificate No. DISH/A/CPT/GUJ/769/2001 dated April 29, 2006, certifying that the factory premises and all engineering works are structurally sound and their stability would not be endangered by their use for the manufacture of glass bottles and vials.

7. Certificate received from Common Effluent Treatment Plant Enviro Infrastructure Co. Ltd. for having

worked out most economic way of treating TDS non-toxic R.O discharge from the plant. 8. Approval / Consent No. AWH-32295 dated April 1, 2009 issued by Gujarat Pollution Control Board

permitting the Company to continue to operate its Kosamba plant upto October 23, 2009 granted under the provisions of The Water (Prevention and Control of Pollution) Act, 1974, Air (Prevention and Control of Pollution) Act, 1981, Hazardous Waste Management Rules, 1989 and Environment Protection Act, 1986.

9. Solvent License No. 30/2006 issued by the District Magistrate, Surat and valid till March 31, 2011. 10. Spirit License No. D.S-4.64/03-05 issued by the Superintendent, Prohibition Department, Surat and

valid till March 31, 2011. Certifications:

1. Certificate of Approval awarded by Bureau Veritas on April 10, 1996 certifying that the Management

system standards of the Kosamba plant is ISO 9001:2000 compliant for design and development of moulds, manufacture and supply of soda-lime and borosilicate glass containers. The certification is valid upto July 24, 2011.

2. Certificate of Approval awarded by Bureau Veritas on February 21, 2008 certifying that the Social

Accountability Management system standards of the Kosamba plant is SA 8000:2001 compliant for design and development of moulds, manufacture and supply of soda-lime and borosilicate (Type I, II & III) glass containers. The certification is valid upto November 21, 2010.

Application pending renewal:

1. Certificate of Approval awarded by Bureau Veritas on May 8, 2003 certifying that the Management

system standards of the Kosamba plant is OHSAS 18001:1999 compliant for design and development of moulds, manufacture and supply of soda-lime and borosilicate (Type I, II & III) glass containers. The certification is valid upto May 8, 2009. IMS Audit for further process of renewal is underway.

E. VAT Approvals Jambusar 1. Certificate of Registration No. 24210500023 issued by the Sales Tax Department, Gujarat for the

business of manufacture.

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Kosamba 1. Certificate of Registration No. 24223200946 issued by the Sales Tax Department, Gujarat for the

business of manufacture.

F. Central Excise Approvals Jambusar 1. Certificate of Registration No. AABCG0093RXM002 granted on April 21, 2008 issued by the Central

Excise Authority for the manufacture of excisable goods at Jambusar. Kosamba 1. Certificate of Registration No. AABCG0093RXM001 granted on April 28, 2008 issued by the Central

Excise Authority for the manufacture of excisable goods at Kosamba. G. Service Tax Approvals Jambusar 1. Certificate of Registration No. AABCG0093RST005 granted on April 15, 2008 issued by the Service

Tax Authorities for providing taxable services at Jambusar for transport of goods by road, business auxillary services and management consultancy services.

Kosamba 1. Certificate of Registration No. AABCG0093RST001 granted on May 6, 2008 issued by the Service

Tax Authorities for providing taxable services at Kosamba for transport of goods by road, business auxillary services and management consultancy services.

H. Others

1. Application dated March 30, 2009 filed with Ministry of Corporate Affairs, Government of India,

under the provisions of Section 269 read with sub paragraph C of para 1 of section II of Part II of the Schedule XIII of the Companies Act, 1956 for approval to the payment of remuneration to Mr. Vijay Shah, the Managing Director of the Company.

2. The Company has made an application dated July 29, 2009 to the the Ministry of Corporate Affairs, Government of India, under the provisions of Section 269 read with sub paragraph C of para 1 of section II of Part II of Schedule XIII of the Companies Act, 1956 for the reappointment and payment of remuneration to Mr. Vijay Shah, Managing Director of the Company for a period of three years, w.e.f May 1, 2009.

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STATUTORY AND OTHER INFORMATION Authority for the Issue The present Rights Issue has been authorized by the Board of Directors at its meeting held on January 20, 2009. The Board of Directors determined the Rights Issue price at Rs. 30 per equity share and a rights entitlement of 7 Equity Shares for every 2 Fully paid-up Equity Shares held on the Book Closure Date, i.e. on August 13, 2009. Consent of Lenders The agreements in respect of some of the debt taken by us contain certain covenants inter-alia for altering our share capital and for our expansions and diversifications plans, including the expansion proposed to be funded out of the proceeds of this Issue. We have obtained these consents from our lenders, where required. Prohibition by SEBI, RBI or Governmental authorities Except as provided under the section titled “Outstanding Litigation and Material Developments” beginning on page 191 of this Letter of Offer, our Company, our subsidiaries, our Directors or the Promoter, or members of the promoter group and the companies with which our Directors are associated with as directors or promoters, have not been prohibited from accessing or operating in the capital markets under any order or direction passed by SEBI. None of our Company, or its directors or our subsidiaries, members of our promoter group or ventures with which our promoter was associated with in the past have been declared as willful defaulters by the RBI or any other governmental authority and there have been no violations of securities laws committed by any of them in the past any no such proceedings are currently pending against them. Eligibility for the Issue We are an existing company registered under the Act whose Equity Shares are listed on BSE, NSE and ASE. We are eligible to offer this Issue in terms of Clause 2.4.1(iv) of the SEBI DIP Guidelines. Disclaimer Clause AS REQUIRED, A COPY OF THE LETTER OF OFFER HAS BEEN SUBMITTED TO THE SECURITIES AND EXCHANGE BOARD OF INDIA. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE LETTER OF OFFER TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. THE LEAD MANAGER, KOTAK MAHINDRA CAPITAL COMPANY LIMITED, HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI DIP GUIDELINES, IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE LETTER OF OFFER, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MANAGER KOTAK MAHINDRA CAPITAL COMPANY LIMITED HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED APRIL 23, 2009 IN ACCORDANCE WITH SEBI (MERCHANT BANKERS) REGULATIONS 1992, WHICH READS AS FOLLOWS: WE THE UNDER NOTED LEAD MANAGER TO THE ABOVE MENTIONED FORTHCOMING ISSUE STATE AS FOLLOWS:

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1. We have examined various documents including those relating to litigation like commercial disputes, patent disputes, disputes with collaborators etc. and other materials more particularly referred to in the annexure hereto in connection with the finalisation of the prospectus/letter of offer pertaining to the said issue;

2. On the basis of such examination and the discussions with the Company, its directors and other

officers, other agencies, independent verification of the statements concerning the objects of the issue, projected profitability, price justification and the contents of the documents mentioned in the Annexure and other papers furnished by the Company, we CONFIRM that:

(a) The prospectus/letter of offer forwarded to the board is in conformity with the documents,

materials and papers relevant to the issue; (b) All the legal requirements connected with the said issue as also the guidelines, instructions,

etc. issued by the board, the government and any other competent authority in this behalf have been duly complied with; and

(c) The disclosures made in the prospectus / letter of offer are true, fair and adequate to enable

the investors to make a well-informed decision as to the investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 1956, the SEBI (Disclosure and Investor Protection) Guidelines, 2000, and other applicable legal requirements.

3. We confirm that besides ourselves, all the intermediaries named in the prospectus/letter of offer are

registered with the board and that till date such registration is valid.

4. We have satisfied ourselves about the worth of the underwriters to fulfill their underwriting commitments. – Not Applicable

5. We certify that written consent from shareholders has been obtained for inclusion of their securities as

part of promoters’ contribution subject to lock-in and the securities proposed to form part of promoters’ contribution subject to lock-in, will not be disposed / sold / transferred by the promoters during the period starting from the date of filing the prospectus with the board till the date of commencement of lock-in period as stated in the prospectus. – Not Applicable

6. We certify that clause 4.6 of the SEBI (Disclosure and Investor Protection) Guidelines, 2000, which

relates to securities ineligible for computation of promoters contribution, has been duly complied with and appropriate disclosures as to compliance with the clause have been made in the prospectus/letter of offer. – Not Applicable

7. We undertake that clauses 4.9.1, 4.9.2, 4.9.3 and 4.9.4 of the SEBI (Disclosure and Investor Protection)

Guidelines, 2000, shall be complied with. We confirm that arrangements have been made to ensure that promoters’ contribution and subscription from all firm allottees would be received at least one day before the opening of the issue. We undertake that auditors’ certificate to this effect shall be duly submitted to the board. We further confirm that arrangements have been made to ensure that promoters’ contribution shall be kept in an escrow account with a scheduled commercial bank and shall be released to the company along with the proceeds of the public issue – Not Applicable

8. Where the requirements of promoters’ contribution is not applicable to the issuer, we certify the

requirements of promoters’ contribution under clause 4.10 {sub-clause (a), (b) or (c), as may be applicable} are not applicable to the issuer

9. We certify that the proposed activities of the issuer for which the funds are being raised in the present

issue fall within the ‘main objects’ listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried out until now are valid in terms of the object clause of its Memorandum of Association.

10. We confirm that necessary arrangements have been made to ensure that the moneys received pursuant

to the issue are kept in a separate bank account as per the provisions of section 73(3) of the Companies Act, 1956 and that such moneys shall be released by the said bank only after permission is obtained

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from all the stock exchanges mentioned in the prospectus/letter of offer. We further confirm that the agreement entered into between the bankers to the issue and the issuer specifically contains this condition – Noted for Compliance.

11. We certify that no payment in the nature of discount, commission, allowance or otherwise shall be

made by the issuer or the promoters, directly or indirectly, to any person who receives securities by way of firm allotment in the issue – Not Applicable.

12. We certify that a disclosure has been made in the prospectus that the investors shall be given an option

to get the shares in demat or physical mode

13. We certify that the following disclosures have been made in the Letter of Offer:

(a) an undertaking from the issuer that at any given time there shall be only one denomination for the shares of the company; and

(b) an undertaking from the issuer that it shall comply with such disclosure and accounting norms

specified by the board from time to time. THE FILING OF OFFER DOCUMENT DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER SECTIONS 63 OR 68 OF THE COMPANIES ACT, 1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI, FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THIS OFFER DOCUMENT." Caution We and the Lead Managers accept no responsibility for statements made otherwise than in this Letter of Offer or in any advertisement or other material issued by us or by any other persons at our instance and anyone placing reliance on any other source of information would be doing so at his own risk. We and the Lead Managers shall make all information available to the Equity Shareholders and no selective or additional information would be available for a section of the Equity Shareholders in any manner whatsoever including at presentations, in research or sales reports etc. after filing of this Letter of Offer with SEBI. Disclaimer with respect to jurisdiction This Letter of Offer has been prepared under the provisions of Indian Laws and the applicable rules and regulations thereunder. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate court(s) in Mumbai, India only. The distribution of the Letter of Offer and the Issue of Equity Shares on a Rights basis to persons in certain jurisdictions outside India may be restricted by the legal requirements prevailing in those jurisdictions. Persons in whose possession this Letter of Offer may come are required to inform themselves about and observe such restrictions. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate court(s) in Mumbai, India only. No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for that purpose, except that the Letter of Offer was filed with SEBI for observations and SEBI has given its observations vide its interim letters dated May 8, 2009, May 23, 2009 and May 28, 2009 and vide its final letter dated July 31, 2009. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and this Letter of Offer may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Letter of Offer nor any sale hereunder, shall under any circumstances create any implication that there has been no change in our affairs from the date hereof or that the information contained herein is correct as of any time subsequent to this date.

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Filing The Draft Letter of Offer was filed with SEBI, Plot No C4-A, ‘G’ Block, Bandra Kurla Complex, Bandra (East) Mumbai 400 051 to give its observations on April 27, 2009 (should we mention April 24 or April 27). SEBI gave its interim observations on May 8, 2009, May 23, 2009 and May 28, 2009 and final observations on July 31, 2009, pursuant to which, the same were incorporated in the Draft Letter of Offer and the Letter of Offer was filed with the Designated Stock Exchange. . All the legal requirements applicable till the date of filing the Letter of Offer with the Stock Exchanges have been complied with. United States Restrictions NEITHER THE RIGHTS ENTITLEMENTS NOR THE SECURITIES THAT MAY BE PURCHASED PURSUANT HERETO HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OF AMERICA OR THE TERRITORIES OR POSSESSIONS THEREOF (THE “UNITED STATES” OR THE “U.S.”) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, “US PERSONS” (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)), EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE RIGHTS REFERRED TO IN THIS LETTER OF OFFER ARE BEING OFFERED IN INDIA, BUT NOT IN THE UNITED STATES. THE OFFERING TO WHICH THIS LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF ANY SHARES OR RIGHTS FOR SALE IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE SAID SHARES OR RIGHTS. ACCORDINGLY, THIS LETTER OF OFFER SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED STATES AT ANY TIME. NEITHER THE COMPANY NOR ANY PERSON ACTING ON BEHALF OF THE COMPANY WILL ACCEPT SUBSCRIPTIONS OR RENUNCIATIONS FROM ANY PERSON, OR THE AGENT OF ANY PERSON, WHO APPEARS TO BE, OR WHO THE COMPANY OR ANY PERSON ACTING ON BEHALF OF THE COMPANY HAS REASON TO BELIEVE IS, EITHER A “U.S. PERSON” (AS DEFINED IN REGULATION S) OR OTHERWISE IN THE UNITED STATES. ANY PERSON SUBSCRIBING TO THE EQUITY SHARES OFFERED HEREBY WILL BE DEEMED TO REPRESENT THAT SUCH PERSON IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S) OR OTHERWISE IN THE UNITED STATES AND HAS NOT VIOLATED ANY U.S. SECURITIES LAWS IN CONNECTION WITH THE EXERCISE. Designated Stock Exchange The Designated Stock Exchange for the purpose of the Issue will be the BSE. Disclaimer Clause of the BSE BSE HAS GIVEN VIDE ITS LETTER DATED MAY 13, 2009, PERMISSION TO THIS COMPANY TO USE THE EXCHANGE’S NAME IN THIS LETTER OF OFFER AS ONE OF THE STOCK EXCHANGES ON WHICH THIS COMPANY’S SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINIZED THIS LETTER OF OFFER FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THIS COMPANY. THE EXCHANGE DOES NOT IN ANY MANNER: i. WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF

ANY OF THE CONTENTS OF THIS LETTER OF OFFER; OR ii. WARRANT THAT THIS COMPANY’S SECURITIES WILL BE LISTED OR WILL

CONTINUE TO BE LISTED ON THE EXCHANGE; OR iii. TAKE ANY RESPONSIBILITY THE FINANCIAL OR OTHER SOUNDNESS OF THIS

COMPANY, ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS COMPANY;

AND IT SHOULD NOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THIS LETTER OF OFFER HAS BEEN CLEARED OR APPROVED BY THE EXCHANGE. EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRES ANY SECURITIES OF THIS COMPANY

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MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGE 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 OF FOR ANY OTHER REASON WHATSOEVER. Disclaimer Clause of the NSE AS REQUIRED, A COPY OF THIS LETTER OF OFFER HAS BEEN SUBMITTED TO THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (HEREINAFTER REFERRED TO AS ‘NSE’). NSE HAS GIVEN VIDE ITS LETTER REF. NO. NSE/LIST/108636-K DATED MAY 25, 2009 PERMISSION TO THE ISSUER TO USE THE EXCHANGE’S NAME IN THIS LETTER OF OFFER AS ONE OF THE STOCK EXCHANGES ON WHICH THIS ISSUER’S SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINIZED THIS LETTER OF OFFER FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THIS ISSUER. IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE AFORESAID PERMISSION GIVEN BY NSE SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE LETTER OF OFFER HAS BEEN CLEARED OF APPROVED BY NSE; NOR DOES IT IN ANY MANNER WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENT OF THIS LETTER OF OFFER; NOR DOES IT WARRANT THAT THIS ISSUER’S SECURITIES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON THE EXCHANGE; NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE FINANCIALS OR OTHER SOUNDNESS OF THIS ISSUER, ITS PROMOTER, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS ISSUER. EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRE ANY SECURITIES OF THIS ISSUER MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH A PERSON CONSEQUENT TO OR IN CONNECTION WITH SUBSCRIPTION/ACQUISITION WHETHER BY REASON OR ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR ANY OTHER REASON WHATSOEVER. Disclaimer Clause of the ASE AHMEDABAD STOCK EXCHANGE LTD (THE EXCHANGE)”, VIDE ITS LETTER DATED 18/05/09, HAS GIVEN PERMISSION TO THIS COMPANY TO USE THE EXCHANGE’S NAME IN THIS OFFER DOCUMENT AS ONE OF THE STOCK EXCHANGE ON WHICH THIS COMPANY’S SECURITIES ARE PROPOSED TO BE LISTED. THE EXCHANGE HAS SCRUTINIZED THIS OFFER DOCUMENT FOR ITS LIMITED INTERNAL PURPOSE OF DECIDING ON THE MATTER OF GRANTING THE AFORESAID PERMISSION TO THIS COMPANY. THE EXCHANGE DOES NOT IN ANY MANNER:- A) WARRANT, CERTIFY OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF

ANY OF THE CONTENT OF THIS OFFER DOCUMENT; OR B) WARRANT THAT THIS COMPANY’S SECURITIES WILL BE LISTED OR WILL

CONTINUE TO BE LISTED ON THE EXCHANGE; OR C) TAKE ANY RESPONSIBILITIES FOR THE FINANCIALS OR OTHER SOUNDNESS OF

THIS COMPANY, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THIS COMPANY;

AND IT SHOULD NOT FOR ANY REASON BE DEEMED OR CONSTRUED THAT THIS OFFER DOCUMENT HAS BEEN CLEARED OR APPROVED BY THE EXCHANGE. EVERY PERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRED ANY SECURITIES OF THIS COMPANY MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSIS AND SHALL NOT HAVE ANY CLAIM AGAINST THE EXCHANGE WHATSOEVER BY REASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR IN ANY CONNECTION WITH SUCH SUBSCRIPTION/ACQUISITION, WHETHER BY REASON OF ANYTHING STATED OR OMITTED TO BE STATED HEREIN OR FOR ANY REASON WHATSOEVER.

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Impersonation As a matter of abundant caution, attention of the applicants is specifically drawn to the provisions of sub-section (1) of section 68A of the Companies Act which is reproduced below: “Any person who makes in a fictitious name an application to a Company for acquiring, or subscribing for, any shares therein, or otherwise induces a Company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years” Dematerialised Dealing We have entered agreements dated December 26, 2001 and October 5, 2007 with NSDL and CDSL respectively for Equity Shares of our Company bearing ISIN Number INE748E01018. Listing The existing Equity Shares are listed on the BSE, NSE and ASE. We have made applications to the BSE, NSE and ASE for permission to deal in and for an official quotation in respect of the Equity Shares being offered in terms of this Letter of Offer. We have received in-principle approvals from BSE, NSE and ASE by letters dated May 13, 2009, May 25, 2009 and May 28, 2009 respectively. If the permission to deal in and for an official quotation of the securities is not granted by any of the Stock Exchanges mentioned above, within 42 days from the Issue Closing Date, we shall forthwith repay, without interest, all monies received from applicants in pursuance of this Letter of Offer. If such money is not paid within 8 days after we become liable to repay it, then we and our every Director who is an officer in default shall, on and from expiry of 8 days, be jointly and severally liable to repay the money with interest as prescribed under the Section 73 of the Companies Act, 1956. Consents Consents in writing of the Company Secretary and Compliance Officer, Auditors, Directors, Lead Managers, Legal Advisors, Registrar to the Issue, Bankers to the Company and Bankers to the Issue to act in their respective capacities have been obtained and filed with SEBI, along with a copy of the Letter of Offer and such consents have not been withdrawn up to the time of delivery of this Letter of Offer for registration with the stock exchanges. Our Auditors have given their written consent for the inclusion of their Report in the form and content as appearing in this Letter of Offer and such consents and reports have not been withdrawn up to the time of delivery of this Letter of Offer for registration for registration with the stock exchanges. The Auditors have given their written consent for inclusion of income tax benefits in the form and content as appearing in this Letter of Offer, accruing to us and our members. To the best of our knowledge there are no other consents required for making this Issue. However, should the need arise, necessary consents shall be obtained by us. Expert Opinion We have not obtained any expert opinion in relation to this issue. Expenses of this Issue The expenses of this Issue payable by our Company including lead management fees, fees payable to Auditors, legal counsel, Registrar to the Issue, printing and distribution expenses, publicity, listing fees, stamp duty and other expenses are estimated at 1.53 crores (around 081%of the total Issue size) and will be met out of the proceeds of this Issue.

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Particulars Estimated Expenses

(Rs. crore) % of the issue

expenses % of the issue size

Lead management fee 0.75 49.11 0.40 Printing & stationery 0.30 19.61 0.16 Other expenses (Registrar’s fee, legal fees, etc.)

0.48 31.28 0.25

Total 1.53 100.00 0.81 Fees Payable to the Lead Managers to the Issue The fee payable to the Lead Manager to the Issue is set out in the relevant documents entered into by us with Kotak Mahindra Capital Company, copies of which are available for inspection at our Registered Office. Fees Payable to the Registrars to the Issue The fee payable to the Registrars to the Issue is as set out in the relevant documents, copies of which are kept open for inspection at our Registered Office. Underwriting commission, brokerage and selling commission Since the Company was listed pursuant to the provisions of Regulation 8.3.5 of the SEBI DIP Guidelines, no underwriting commission, brokerage and selling commission were paid. Promise versus Performance Our Company- Our Equity Shares have been listed on February 28, 2008 pursuant to the provisions of Regulation 8.3.5 of the SEBI DIP Guidelines. Hence, the provision of this section is not applicable to us.

Promoter: Our Subsidiaries: One of our subsidiaries, Piramal Glass Ceylon Plc came out with a rights issue in 2007. Details regarding the promise versus performance are given below: Promise vs Performance The proceeds raised from the Rights Issue made by PGC in 2007 (PGC Rights Issue) were to be used for expansion of PGC’s existing capacity as the present capacity was insufficient to meet the demand for its products. As disclosed in the PGC Letter of Offer (PGC LOF), the manufacturing operations were to be relocated to a new 26 acre site at Horana from the then existing site at Ratmalana. The total project cost as stated in the PGC LOF was SLR 370 crores of which SLR 75 crores was raised through the rights issue. The rights issue opened on October 9, 2007 and closed on December 12, 2007. The date of completion of dispatch of share certificates was December 11, 2007. The details of promise versus performance is given below: Promise made in the Offer Document

Performance Reasons for variation in the performance

Incur an amount of SLR 3700 Mn for shifting the plant situated at Ratmalana to Horana and expansion of capacity from 120 TPD to 205TPD

We incurred an amount SLR 4114 Mn as against SLR 3700 Mn as mentioned in the Offer Document

Instead of incurring an amount of SLR 3700 Mn as disclosed in the Offer Document, we had to incur an additional amount of SLR 414 Mn due to the following reasons : • Change in specification of

inspection machinery • Additional expenses incurred

for shifting and erecting equipment from old to new plant

• Additional expenses for Electrical boosting to increase the draw

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Promise made in the Offer Document

Performance Reasons for variation in the performance

Operations to be commenced by December 31, 2007

New facilitiy at Horana commenced operations on December 10, 2007

-

No. of production lines to be increased from 3 to 5

No. of production lines increased to 5 nos.

-

Plant capacity to be increased from 120 TPD to 205 TPD

Plant capacity increased to 250 TPD (including enhanced capacity due to installation of electric boosting equipment)

-

Promoter Group: Of our group companies, Piramal Healthcare Ltd., Piramal Life Sciences and Swastik Safe Deposits & Investments Ltd. are listed on stock exchanges in India. Of these, the equity shares of Piramal Life Sciences and Swastik Safe Deposits & Investments Ltd. were listed pursuant to the provisions of Regulation 8.3.5 of the SEBI DIP Guidelines. PHL had raised equity in 2005 through a rights issue. Details regarding promise versus performance are given below:

(Rs. in crores)

Objects of the Issue

Original Expenditure (as mentioned in the PHL LOF)

Expenditure to be funded out of the Right Issue Proceeds revised by

Revised expenditure to be funded out of Rights Issue Proceeds and Actual Amount Spent

New formulations manufacturing facility at Baddi

165 (140)* 24

Establishing new facility for manufacturing Inhalation Anaesthetic products at Hyderabad

27 - 27

Capital expenditure for R&D activities 40 35 75 General corporate purposes including strategic initiatives

a) As per PHL LOF

b) Investments in BioSyntech Inc and in connection with acquisition of business from Avecia Pharmaceuticals (U.K.) Ltd.

144

-

-

62

144

62

Total 376 43** 332 *Represents total quantum of modification, which is adjusted against expenditure to be incurred against the Baddi manufacturing facility, which to this extent would consequently be funded out of internal accruals / borrowings instead of the Rights Issue proceeds **Represents difference between total expenditure mentioned in the PHL LOF and the issue size Projected versus Actual Schedule of Implementation Manufacturing facility (as mentioned in the Objects) Expected date of commencement Actual date of commencement Manufacturing facility at Baddi, Himachal Pradesh

Commercial production – June 2006

June 10, 2006

Manufacturing facility for inhalation anaesthetics at Hyderabad, Andhra Pradesh

Specified time frame for Mechanical completion August

2006

May 5, 2006

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Projected versus Actual manufacturing capacity at Baddi, Himachal Pradesh Details of manufacturing facility Projected capacity Actual capacity Tablets 3 billion tablets 4.77 billion Hardgel capsules 90 million capsules 230 million Softget capsules 200 million capsules 80 million Oral liquid formulations 85 million bottles 107.50 million External liquids 10 million bottles 17.50 million Previous Issues by us and other companies under same management Except as disclosed above in the section titled “Statutory and Other Information – Promise versus Performance” on page 239 of this Letter of Offer, no company under the same management within the meaning of section 370(1B) of the Companies Act has made any public issue (including any rights issue to the public) during the last three years. Defaults in the payment/refunds of debentures, fixed deposits, interest on fixed deposits, debenture interest and institutional dues There are no defaults in the payment/refunds of debentures, fixed deposits, interest on fixed deposits, debenture interest and institutional dues by us. Status of complaints received from SEBI As of the date of this Letter of Offer, no complaints are pending with SEBI. Details of adverse events affecting our Company since the last financial year There are no adverse events affecting our Company since the last financial year. Material developments Save as stated elsewhere in the Letter of Offer, there are no material developments, after the date of the last financial statements. Issue Schedule Issue Opening Date August 26, 2009 Last date for receiving requests for split forms September 3, 2009 Issue Closing Date September 9, 2009 Allotment Letters / Refund Orders We will issue and dispatch letters of allotment/ share certificates/ demat credit or letters of regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if any within a period of 15 days from the Issue Closing Date. If such money is not repaid within 8 days from the day we become liable to pay it, we shall pay that money with interest as stipulated under Section 73 of the Act. Letters of allotment/ share certificates/ demat credit/ refund orders above the value of Rs. 1,500 will be dispatched by registered post/ speed post to the sole/ first applicant’s registered address. However, refund orders for value not exceeding Rs. 1,500 shall be sent to the applicants by way of under certificate of posting. Such cheques or pay orders will be payable at par at all the centres where the applications were originally accepted and will be marked ‘A/c payee’ and would be drawn in the name of the sole/ first applicant. Adequate funds would be made available to the Registrar to the Issue for dispatch of the letters of allotment/ share certificates/ demat credit/ refund orders. In case we issue letters of allotment, the corresponding share certificates will be kept ready within three months from the date of allotment thereof or such extended time as may be approved by the Companies Law Board under Section 113 of the Act or other applicable provisions, if any. Allottees are requested to preserve such Letters of Allotment, which would be exchanged later for the share certificates.

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Date of listing on the Stock Exchange Our Equity Shares have been listed on the BSE and NSE on February 28, 2008 and ASE on March 5, 2008 pursuant to the provisions of Regulation 8.5.3.1 of the Guidelines. Issue at premium or discount This Issue is at a price of Rs. 30 (including a premium of Rs. 20 per share) per Equity Share. Issues for consideration other than cash Our Company has not issued any shares for consideration other than cash except the following: • Pursuant to the Scheme of Arrangement and Amalgamation between Kojam Finivest Limited and our

Company, our Company has issued 1,00,00,000 equity shares of Rs. 10 each to the shareholders of Kojam Fininvest Limited as consideration for the merger.

Outstanding debentures or bonds and redeemable preference shares We do not have any outstanding debentures and redeemable preference shares as on date. Option to Subscribe Other than the present rights Issue, we have not given any person any option to subscribe to the Shares of our Company. Stock market data for Equity Shares of our Company Our Equity shares are listed on BSE, NSE and ASE. Our Equity shares are actively traded on the Stock Exchanges on BSE and NSE, hence our Company’s stock market data has been given separately for each of these Stock Exchanges. The Equity shares of our Company have not been traded on ASE since the date of listing i. e. March 5, 2008. The high and low prices recorded on the Stock Exchanges for the preceding month and the number of Equity shares traded on the days the high and low process were recorded are stated below: BSE

Month High (Rs)

Date of High

Volume on date of High

Low (Rs.)

Date of Low

Volume on Date of Low

Average of Closing Price for the month (Rs.)

Oct-08 110.1 01-Oct-08 7005 53.55 27-Oct-08 1453 79.83 Nov-08 72.8 10-Nov-08 570 51.45 25-Nov-08 203 61.54 Dec-08 68.95 17-Dec-08 9490 49 01-Dec-08 302 59.16 Jan-09 65.5 05-Jan-09 389 36 23-Jan-09 70 47.86 Feb-09 44.6 12-Feb-09 1202 35.85 26-Feb-09 3091 40.66 Mar-09 34.6 02-Mar-09 228 28.6 17-Mar-09 2639 31.27 Apr-09 46.55 13-Apr-09 1706 34.3 02-Apr-09 2705 41.59 May-09 65.1 29-May-09 1701 42.2 04-May-09 2503 48.93 Jun-09 77.15 04-Jun-09 3375 54.85 22-Jun-09 721 65.92 Jul-09 76.2 27-Jul-09 5134 59.9 16-Jul-09 567 69.77 Oct-08 110.1 01-Oct-08 7005 53.55 27-Oct-08 1453 79.83 Source: Bloomberg

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NSE

Month High (Rs)

Date of High

Volume on date of High

Low (Rs.)

Date of Low

Volume on Date of Low

Average of Closing Price for the month

(Rs.) Oct-08 119.45 03-Oct-08 2036 58.95 27-Oct-08 54 83.14 Nov-08 77.85 04-Nov-08 92 50 26-Nov-08 138 65.25 Dec-08 66.15 18-Dec-08 950 51 12-Dec-08 45 57.57 Jan-09 70.95 01-Jan-09 18 34.5 28-Jan-09 408 48.50 Feb-09 46.05 12-Feb-09 83 35.8 26-Feb-09 667 40.33 Mar-09 36 02-Mar-09 364 28.05 17-Mar-09 692 31.78 Apr-09 45.75 15-Apr-09 3302 33.4 02-Apr-09 63 40.04 May-09 59.55 29-May-09 140 40.3 04-May-09 1947 46.80 Jun-09 73.25 05-Jun-09 102 57.45 25-Jun-09 75 65.47 Jul-09 77.7 29-Jul-09 380 59.15 16-Jul-09 236 67.19 Source: Bloomberg BSE Period Date High Volume Date Low Volume Average Feb 28, 2008 to March 31, 2008 28-Feb-08 434.45 7788 07-Mar-08 166.7 352580 258.61 April 1, 2008 to March 31, 2009 17-Apr-08 349.75 20040 17-Mar-09 28.6 2639 135.54 April 1, 2009 to August 4, 2009 04-Aug-09 78.25 908 02-Apr-09 34.3 2705 58.26 Source: Bloomberg NSE

Period Date High Volume Date Low Volume

Average of Closing Price for

the year (Rs.) Feb 28, 2008 to March 31, 2008 28-Feb-08 434.4 1665 07-Mar-08 165 158980 256.80 April 1, 2008 to March 31, 2009 17-Apr-08 351.6 610 17-Mar-09 28.05 692 139.07 April 1, 2009 to August 4, 2009 04-Aug-09 78.75 765 02-Apr-09 33.4 63 57.56 Source: Bloomberg The closing market price was Rs. 40.60 on BSE on January 21, 2009, the trading day immediately following the day on which the Board meeting was held to finalize the offer price for this Issue. The closing market price was Rs. 40.70 on NSE on January 21, 2009, the trading day immediately following the day on which the Board meeting was held to finalize the offer price for this Issue. Our equity shares were not traded on ASE on January 21, 2009. The Equity shares have not been listed for a period of three years.

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Investor Grievances and Redressal System We have constituted a Share Transfer Committee and Investors’ Grievance Committee which meets as and when required, to deal with matters relating to transfer/ transmission of shares and monitors redressal of complaints/grievances from shareholders relating to transfers, non receipt of balance sheet, non receipt of dividend declared, etc. respectively. We have received 3 investor grievances during the quarter ended March 31, 2009 of which 2 related to ‘misspelling of the name of the shareholder on the Share Certificates’, and 1 related to non receipt of sticker for change of name of our Company. Typically the investor grievances are dealt within 7 days of lodgement of the complaint by the investor. We have disposed off the above complaints and there are no investor grievances pending as on the date of filing of this Letter of Offer. Investor Grievances arising out of this Issue The investor grievances arising out of the Issue will be handled by Link Intime India Private Limited, Registrars to the Issue. The agreement between us and the Registrars provides that the Registrar shall redress the complaints of investors within a period of 15 days of receipt of the complaint and for retention of records with the Registrars for a period specified by law from the last date of dispatch of Letter of Allotment/ share certificate / warrant/ refund order to enable the Registrars to redress grievances of Investors. All grievances relating to the Issue may be addressed to the Registrars to the Issue giving full details such as folio no., name and address of the first applicant, number and type of shares applied for, application form serial number, amount paid on application and the name of the bank and the branch where the application was deposited, along with a photocopy of the acknowledgement slip. In case of renunciation, the same details of the renouncee should be furnished. The average time taken by the Registrar for attending to routine grievances will be seven days from the date of receipt. In case of non-routine grievances where verification at other agencies is involved, it would be the endeavour of the Registrars to attend to them as expeditiously as possible. We undertake to resolve the Investor grievances in a time bound manner. Investors may contact the Compliance Officer in case of any pre-Issue/ post -Issue related problems such as non-receipt of allotment advice /share certificates/demat credit/refund orders etc. Changes in Auditors during the last three years There have been no changes in our auditors during the last three years. Capitalisation of Reserves or Profits We have not capitalized any of our reserves or profits since inception: Revaluation of Fixed Assets There has been no revaluation of fixed assets since inception. Important 1. This Issue is authorized pursuant to the resolution passed by the Board of Directors at its meetings held

on January 20, 2009 and the resolution passed by the Committee of Directors on April 23, 2009. 2. The Equity Shares are being offered for subscription for cash to those existing Equity Shareholders

whose names appear as beneficial owners as per the list to be furnished by the depositories in respect of the Shares held in the electronic form and on the Register of Members of the Company in respect of Shares held in the physical form at the close of business hours on the Book Closure Date, i.e., August 13, 2009 fixed in consultation with the Stock Exchanges.

3. We will arrange to dispatch the Letter of Offer and Composite Application Form (“CAF”) by post to such Equity Shareholders in India.

4. Your attention is drawn to the section entitled “Risk Factors” appearing on Page ix of this Letter of Offer.

5. Please ensure that you have received the Composite Application Form (“CAF”) with this Letter of Offer.

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6. Please read the Letter of Offer and the instructions contained herein and in the CAF carefully before filling in the CAF. The instructions contained in the CAF are an integral part of this Letter of Offer and must be carefully followed. An application is liable to be rejected for any non-compliance of the provisions contained in the Letter of Offer or the CAF.

7. All enquiries in connection with this Letter of Offer or CAF should be addressed to the Registrar to the Issue, quoting the Registered Folio number/ DP and Client ID number and the CAF numbers as mentioned in the CAF.

8. All information shall be made available to the Investors by the Lead Managers and the Issuer, and no selective or additional information would be available by them for any section of the Investors in any manner whatsoever including at road shows, presentations, in research or sales reports, etc.

9. The Lead Managers and we shall update this Letter of Offer and keep the public informed of any material changes till the listing and trading commences.

Terms of Appointment of our Directors For details please refer to the section titled Management beginning at Page 73 of this Letter of Offer. Purchase of Property Our Board may, from time to time, in its discretion, decide, in the ordinary course of business, to purchase/lease/ acquire properties / land (whether movable or immovable, as the case may be).

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ISSUE RELATED INFORMATION

TERMS OF THE ISSUE

The Equity Shares, now being issued, are subject to the terms and conditions contained in this Letter of Offer, the enclosed Composite Application Form (“CAF”), the Memorandum and Articles of Association of our Company, the provisions of the Companies Act, approvals from the RBI, guidelines issued by SEBI, approvals from the Stock Exchanges where Equity Shares of our Company are listed, FEMA, guidelines, notifications and regulations for issue of capital and for listing of securities issued by Government of India and/or other statutory authorities and bodies from time to time, terms and conditions as stipulated in the allotment advice or letter of allotment or security certificate, the provisions of the Depositories Act, to the extent applicable and any other legislative enactments and rules as may be applicable and introduced from time to time. Authority for the Issue The present Rights Issue has been authorized by the Board of Directors at its meeting held on January 20, 2009. The Board of Directors determined the Rights Issue price at Rs. 30 per equity share and a rights entitlement of 7 Equity Shares for every 2 Fully paid-up Equity Shares held on the Book Closure Date, i.e. on August 13, 2009. Basis for the Issue The Equity Shares are being offered for subscription for cash to those existing equity shareholders whose names appear as beneficial owners as per the list to be furnished by the depositories in respect of the shares held in Electronic Form and on the Register of Members of our Company in respect of shares held in the physical form at the close of business hours on the Book Closure Date, i.e. August 13, 2009 fixed in consultation with the Stock Exchanges. The Equity Shares are being offered for subscription in the ratio of 7 Equity Shares for every 2 Equity Shares held by the Equity Shareholders on the Book Closure Date. Ranking of the Equity Shares The Equity Shares issued and allotted on a Rights Basis as a part of this Issue shall be subject to the Memorandum and Articles of Association of our Company and shall rank pari passu in all respects including dividends with the existing Equity Shares of our Company. Mode of Payment of Dividend We shall pay dividend to our shareholders as per the provisions of the Companies Act. Principal Terms of the Issue Face Value Each Equity Share will have the face value of Rs. 10. Issue Price Each Equity Share shall be offered at an Issue Price of Rs. 30 for cash (including a premium of Rs. 20). Terms of Payment The full amount of Rs. 30 per share is payable on application. The payment towards the Equity Shares offered will be applied as under: Rs. 10 per Equity Share Towards Share Capital Rs. 20 per Equity Share Towards Securities Premium Account

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Where an applicant has applied for additional equity shares and is allotted lesser number of equity shares than applied for, the excess application money paid shall be refunded. The monies would be refunded within fifteen days from the closure of the Issue, and if there is a delay beyond eight days from the stipulated period, our Company will pay interest on the monies in terms of the section 73 of the Companies Act. Payment should be made by cheque/ demand draft drawn on any bank which is situated at and is a member or a sub member of the Bankers’ to the Issue’s clearing house located at the center where the application is accepted. All cheques/bank drafts accompanying the CAF should be crossed “A/c Payee” only and made payable to “PGL Rights Issue”. The CAF duly completed together with the amount payable on application must be deposited with the collecting bank/collection centres indicated on the reverse of the CAF, on or before the close of banking hours on or before the Issue closing date. A separate cheque or bank draft must accompany each CAF. Reference number of CAF should be mentioned on the reverse of the Cheque/Draft. Outstation cheques / money orders / postal orders / drafts will not be accepted and application(s) accompanied by such cheques / money orders / postal orders / drafts will be rejected. Applicants residing at places other than the cities where the collection centers have been opened should send their completed CAF by registered post to the Registrar to the Issue, Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound L.B.S Marg, Bhandup (W), Mumbai- 400 078 along with a cheque drawn on a local bank at Mumbai or with a demand draft payable at Mumbai, net of bank and postal charges in favour of “PGL Rights Issue” crossed “A/c Payee” only so that the same is received on or before closure of the Issue (i.e. September 9, 2009). Rights Entitlement Ratio As your name appears as beneficial owner in respect of Equity Shares held in the electronic form or appears in the register of members as an Equity Shareholder of our Company as on August 13, 2009 i.e. Book Closure Date, you are entitled to the number of Equity Shares as set out in Part A of the enclosed CAF. The Equity Shares are being offered on rights basis to the existing Equity Shareholders of our Company in the ratio of 7 (Seven) Equity Shares for every 2 (Two) Equity Shares held on the Book Closure Date. Fractional Entitlement For Equity Shares being offered on a rights basis under this Issue, if the shareholding of any of the Equity Shareholders is less than 2 Equity Shares or not in the multiple of 2, the fractional entitlement of such holders shall be ignored. The Equity Shareholders whose fractional entitlements are being ignored would be given preference in allotment of one additional equity share each if they accept all equity shares offered to them as part of their rights entitlement and apply for additional shares. However, they cannot renounce the same in favour of third parties. Rights of the Equity Shareholder Subject to applicable laws, the equity shareholders shall have the following rights: • Right to receive dividend, if declared; • Right to attend general meetings and exercise voting powers, unless prohibited by law; • Right to vote on a poll in person or by proxy; • Right to receive offers for rights shares and be allotted bonus shares, if announced; • Right to receive surplus on liquidation; • Right to free transferability of shares; and • Such other rights as may be available to a shareholder of a listed public company under the Companies

Act and Memorandum and Articles of Association. For a detailed description of the main provisions of our Articles of Association dealing with voting rights, dividend, , transfer and transmission and/or consolidation/splitting, see section titled “Main Provisions of our Articles of Association" on page 265 of this Letter of Offer.

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Market lot The Equity Shares of the Company are tradable only in dematerialized form. The market lot for the Equity Shares in dematerialised mode is one. In case of physical certificates, our Company would issue one certificate for the Equity Shares allotted to each folio (“Consolidated Certificate”). Minimum Subscription If our Company does not receive the minimum subscription of 90% of the issued amount, our Company shall forthwith refund the entire subscription amount received within 15 days from the date of closure of this Issue. If there is a delay beyond eight days after the date from which our Company becomes liable to pay the amount, our Company shall pay interest for the delayed period as prescribed under Section 73 of the Companies Act. Additional Subscription by the Promoter Our Promoter has confirmed that he either by himself or through his relatives or entities controlled by him forming part of the Promoter Group intends to subscribe to the full extent of their Rights Entitlement in the Issue. Our Promoter, either by himself or through his relatives or entities controlled by him forming part of the Promoter Group also intends to apply for additional Equity Shares in the Issue, such that the Issue is subscribed. As a result of this subscription and consequent allotment, our Promoter either by himself or through his relatives or entities controlled by him forming part of the Promoter Group may acquire Equity Shares over and above their Rights Entitlement, which may result in an increase of their shareholding above their current shareholding together with their Rights Entitlement. This subscription and acquisition of additional Equity Shares by them, if any, will not result in change of control of the management of our Company and shall be exempt in terms of proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As such, other than meeting the requirements indicated in the section on “Objects of the Issue” (on page 29 of this Letter of Offer), there is no other intention/purpose for this Issue including no intention to de-list the Company, even if, as a result of allotments to Promoter or his relatives or entities controlled by him forming part of the Promoter Group in this Issue, their shareholding in the Company exceeds its current shareholding. Our Promoter either by himself or through his relatives or entities controlled by him forming part of the Promoter Group intends to subscribe to such unsubscribed portion as permitted under the relevant provisions of the law. Pursuant to any allotment made to the Promoter or his relatives or entities controlled by him forming part of the Promoter Group of additional Equity Shares forming part of the unsubscribed portion in the Issue, the Company and the Promoter undertake to comply with applicable laws. Joint-Holders Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as joint-holders with the benefits of survivorship subject to provisions contained in the Articles of Association of our Company. Notices All notices to the Equity Shareholder(s) required to be given by our Company shall be published in one English national daily with wide circulation and one Hindi national daily and one regional language daily newspaper and/or, will be sent by ordinary post/ to the registered holders of the Equity Share from time to time. Nomination facility In accordance with Section 109A of the Companies Act, only individuals applying as sole applicants/ joint applicants can nominate. Non-individuals including society, trust, body corporate, partnership firm, holder of power of attorney cannot nominate. In accordance with Section 109A of the Companies Act, the sole or first holder, along with other joint holders, may nominate any one person in whom, in the event of the death of sole holder or in case of joint holders, death of all the holders, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale/ transfer/ alienation of equity share(s) by the person nominating. A buyer will be entitled

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to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Company’s Registered / Corporate Office or to our Company’s Share Transfer Agents. The Applicant can make the nomination by filling in the relevant portion of the CAF. In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Companies Act, 1956, shall upon the production of such evidence as may be required by the Board, elect either: • to register himself or herself as the holder of the Equity Shares; or • to make such transfer of the Equity Shares, as the deceased holder could have made Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Only one nomination would be applicable for one folio. Hence, in case the Equity Shareholder(s) has already registered the nomination with our Company, no further nomination needs to be made for Equity Shares to be allotted in this Issue under the same folio. In case the allotment of Equity Shares is in dematerialised form, there is no need to make a separate nomination for the Equity Shares to be allotted in this Issue. Nominations registered with respective DP of the applicant would prevail. If the applicant requires changing the nomination, they are requested to inform their respective DP. Offer to Non-Resident Equity Shareholders/Applicants As per Regulation 6 of Notification No. FEMA 20/200-RB dated May 3, 2000, the RBI has given general permission to Indian companies to issue rights shares to non-resident shareholders including additional shares. Applications received from NRIs and non-residents for allotment of Equity Shares shall be inter alia, subject to the conditions imposed from time to time by the RBI under the Foreign Exchange Management Act, 1999 (FEMA) in the matter of refund of application moneys, allotment of Equity Shares, issue of letter of allotment/ share certificate/payment of dividend etc. The rights shares purchased by non-residents shall be subject to the same conditions including restrictions in regard to the repatriability as are applicable to the existing Equity Shares against which the new Equity Shares are issued pursuant to this Issue. By virtue of Circular No. 14 dated September 16, 2003 issued by the RBI, Overseas Corporate Bodies (“OCBs”) have been derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003. Further, the RBI in its Master Circular dated July 01, 2009, has stated that a rights issue can be made to an erstwhile OCB only with the prior permission of the RBI.. This Letter of Offer and CAF shall be dispatched to non-resident Equity Shareholders at their Indian addresses only, if any. Procedure for Application The Composite Application Form (CAF) would be printed in black ink for all Equity Shareholders. In case the original CAF is not received by the applicant or is misplaced by the applicant, the applicant may request the Registrar to the Issue, for issue of a duplicate CAF, by furnishing the registered folio number, DP ID Number, Client ID Number and their full name and address. Non-resident shareholders may obtain a copy of the CAF from the Registrar to the Issue, Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound L.B.S Marg, Bhandup (W), Mumbai- 400 078 by furnishing the registered folio number, DP ID number, Client ID number and their full name and address. Equity Shares offered to you pursuant to this Issue may be renounced, either in full or in part, in favour of any other person or persons. Such renouncees can only be Indian nationals/ limited companies incorporated under and governed by the Act, statutory corporations/institutions, trusts (unless registered under the Indian Trust Act), minors (through their legal guardians), societies (unless registered under the Societies Registration Act, 1860 or any other applicable laws) provided that such trust/society is authorized under its constitution/bye laws to hold equity shares in a company and cannot be a partnership firm, more than three persons including joint-holders, HUF, foreign nationals (unless approved by RBI or other relevant authorities) or to any person situated or having jurisdiction where the offering in terms of

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this Letter of Offer could be illegal or require compliance with securities laws in their jurisdiction or any other persons not approved by the Board. Option to Subscribe Applicants to the Equity Shares issued through this Issue shall be allotted the securities in dematerialised (electronic) form at the option of the applicant. Our Company signed a tripartite agreement with NSDL and with CDSL, which enables the Investors to hold and trade in securities in a dematerialised form, instead of holding the securities in the form of physical certificates. Utilisation of Issue Proceeds The Board of Directors declares that: (i) The funds received against this Issue will be transferred to a separate bank account other than the bank

account referred to in sub-section (3) of Section 73 of the Act. (ii) Details of all moneys utilised out of the Issue shall be disclosed under an appropriate separate head in

the balance sheet of our Company indicating the purpose for which such moneys have been utilised. (iii) Details of all such unutilised moneys out of the Issue, if any, shall be disclosed under an appropriate

separate head in the balance sheet of our Company indicating the form in which such unutilised moneys have been invested.

The funds received against this Issue will be kept in a separate bank account. Our Company would have no access to such funds unless it satisfies the Designated Stock Exchange with suitable documentary evidence that the minimum subscription of 90% of the issue has been received. Undertakings by our Company 1. The complaints received in respect of the Issue shall be attended to by our Company expeditiously and

satisfactorily. 2. All steps for completion of the necessary formalities for listing and commencement of trading at all

stock exchanges where the Equity Shares to be issued pursuant to this Issue are to be listed will be taken within seven (7) working days of finalization of basis of allotment.

3. The funds required for dispatch of refund orders/ allotment letters/share certificates by registered post

under certificate of posting shall be made available to the Registrar to the Issue by our Company. 4. Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to

the applicant within 15 days of closure of the Issue, as the case may be, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund.

5. The certificates of the securities/ refund orders to the non-resident Indians shall be dispatched within

the specified time. 6. No further issue of securities affecting equity capital of our Company shall be made till the securities

issued/offered through the Issue are listed or till the application moneys are refunded on account of non listing, under-subscription etc.

Note • Our Company accepts full responsibility for the accuracy of information given in this Letter of Offer

and confirms that to best of its knowledge and belief, there are no other facts the omission of which makes any statement made in this Letter of Offer misleading and further confirms that it has made all reasonable enquiries to ascertain such facts.

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• All information shall be made available by the Lead Manager and the Issuer to the investors at large

and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road shows, presentations, in research or sales reports etc.

• The Issuer and Lead Manager shall update this Letter of Offer and keep the investors informed of any

material changes till the listing and trading commences. How to Apply Resident Equity Shareholders Applications should be made by filling in the enclosed CAF provided by our Company. The enclosed CAF should be completed in all respects, as explained in the instructions indicated in the CAF. Applications will not be accepted by the Lead Manager or by the Registrar to the Issue or by our Company at any offices except for postal applications as per instructions given elsewhere in this Letter of Offer. The CAF consists of four parts: Part A: Form for accepting the Equity Shares offered and for applying for additional Equity Shares Part B: Form for renunciation Part C: Form for application for renouncees Part D: Form for request for split application forms Non-resident Equity Shareholders NR Equity Shareholders will be required to represent, inter alia, that they are not excluded U.S. Persons as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended. Non-Resident (including NRI) Equity Shareholders Applications received from the Non-Resident (including NRI) Equity Shareholders for the allotment of Equity Shares pursuant to this Issue shall, inter alia, be subject to the conditions as may be imposed from time to time by the RBI/ FIPB or any other regulatory authority, in the matter of refund of application moneys, allotment of Equity Shares, issue of letters of allotment/ certificates/ payment of dividends etc. This Letter of Offer and CAF shall only be dispatched to Non-Resident (including NRI) Equity Shareholders with registered address in India. Please see the procedure for application above. Mutual Funds A separate application can be made in respect of each scheme of an Indian mutual fund registered with the SEBI and such applications shall not be treated as multiple applications. The applications made by asset management companies or custodians of a mutual fund should clearly indicate the name of the concerned scheme for which the application is being made. Option available to the Equity Shareholders The Equity Shareholders will be having the following five options: (a) Apply for his entitlement in part; (b) Apply for his entitlement in part and renounce the other part; (c) Renounce his entire entitlement; (d) Apply for his entitlement in full; or (e) Apply for his entitlement in full and apply for additional Equity Shares.

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Acceptance of the Issue You may accept the Issue and apply for the Equity Shares offered, either in full or in part, by filling Part A of the enclosed CAF and submit the same along with the Application Money payable to the Bankers to the Issue at any of the branches as mentioned on the reverse of the CAF before the close of the banking hours on or before the Issue Closing Date or such extended time as may be specified by the Board of Directors of our Company in this regard. Applicants at centres not covered by the branches of collecting banks can send their CAF together with the cheque drawn at par on a local bank at Mumbai or with a demand draft payable at Mumbai, net of Bank and postal charges, to the Registrar to the Issue by registered post, so as to reach before the closure of the Issue. Such applications sent to anyone other than the Registrar to the Issue are liable to be rejected. For further details on the mode of payment, please see “Mode of payment for Resident Equity Shareholders/ Applicants”. Renunciation Any renunciation by or in favour of Non-Residents is subject to the renouncer (s)/renouncee(s) obtaining the approval of the FIPB and/or necessary permission of the RBI under the FEMA and such permissions should be attached to the CAF. Applications not accompanied by the aforesaid approvals are liable to be rejected. As an Equity Shareholder, you have the right to renounce your entitlement for the Equity Shares in full or in part in favour of one or more person(s) being Indian nationals/ limited companies incorporated under and governed by the Companies Act. Your attention is drawn to the fact that our Company shall not allot and/or register any Equity Shares in favour of: • FIIs / NRs (unless the copy of the RBI permission / FIPB approval is enclosed along with the

application); • Residents (in cases where renunciation has been made by an NR, unless the copy of the RBI

permission / FIPB approval is enclosed along with the application); • More than three persons including joint holders; • Partnership firm(s) or their nominee(s); • Minors (unless it is through their legal guardian); • Hindu Undivided Family; (unless it is through Karta) • Any Trust or Society (unless the same is registered under the Societies Registration Act, 1860 or any

other applicable Trust laws and is authorised under its Constitutions to hold Equity Shares of a Company); or

• Any person situated or having jurisdiction where the offering in terms of this Letter of Offer could be illegal or require compliance with securities laws.

The right of renunciation is subject to the express condition that our Board / Issue Committee shall be entitled in its absolute discretion to reject the request for allotment to renouncee(s) without assigning any reason thereof. The procedure for renunciation is as follows: To renounce the whole offer in favour of one renouncee If you wish to renounce the offer indicated in Part A, in whole, please complete Part B of the CAF. In case of joint holding, all joint holders must sign Part B of the CAF. The person in whose favour renunciation has been made should complete and sign Part C of the CAF. In case of joint renouncees, all joint renouncees must sign this part of the CAF. Renouncee(s) shall not be entitled to further renounce the entitlement in favour of any other person. To renounce in part/or renounce the whole to more than one person(s) If you wish to either accept this offer in part and renounce the balance or renounce the entire offer in favour of two or more renouncees, the CAF must be first split into requisite number of forms. Please indicate your requirement of split forms in the space provided for this purpose in Part D of the CAF and return the entire CAF to the Registrar to the Issue so as to reach them latest by the close of business hours on the last date of receiving requests for split forms. On receipt of the required number of split forms from the Registrar, the procedure as mentioned in paragraph above shall have to be followed.

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In case the signature of the Equity Shareholder(s), who has renounced the Equity Shares, does not agree with the specimen registered with our Company, the application is liable to be rejected. Renouncee(s) The person(s) in whose favour the Equity Shares are renounced should fill in and sign Part C of the Application Form and submit the entire Application Form to the Bankers to the Issue on or before the Issue Closing Date along with the application money in full. Change and/ or introduction of additional holders If you wish to apply for Equity Shares jointly with any other person(s), not more than three, who is/are not already a joint holder with you, it shall amount to renunciation and the procedure as stated above for renunciation shall have to be followed. Even a change in the sequence of the name of joint holders shall amount to renunciation and the procedure, as stated above shall have to be followed. However, this right of renunciation is subject to the express condition that our Board of Directors shall be entitled in its absolute discretion to reject the request for allotment from the renouncee(s) without assigning any reason thereof. Please note that: • Part A of the CAF must not be used by any person(s) other than those in whose favour this Offer has

been made. If used, this will render the application invalid. • Request for split form should be made for a minimum of one Equity Share and one Split Application

Form for the balance Equity Shares, if any. • Request by the Equity Shareholder(s) for the Split Application Form should reach our Company on or

before September 3, 2009. • Only the person to whom the Letter of Offer and/or Abridged Letter of Offer has been addressed to

and not the renouncee(s) shall be entitled to renounce and to apply for Split Application Forms. Forms once split cannot be split again.

• Split form(s) will be sent to the applicant(s) by post at the applicant’s risk. Additional Equity Shares You are eligible to apply for additional Equity Shares over and above the number of Equity Shares you are entitled to, provided that you have applied for all the Equity Shares offered without renouncing them in whole or in part in favour of any other person(s). If you desire to apply for additional Equity Shares, please indicate your requirement in the place provided for additional shares in Part A of the CAF. Applications for additional Equity Shares shall be considered and allotment shall be made at the sole discretion of the Board, in consultation if necessary with the Designated Stock Exchange and in the manner prescribed under the section entitled “Basis of Allotment” of this very chapter beginning on page 256 of this Letter of Offer. The renouncees applying for all the Equity Shares renounced in their favour may also apply for additional Equity Shares in Part C of the CAF. In case of applications for additional Equity Shares by NR Equity Shareholders, the Allotment of additional securities will be subject to the permission of the RBI/FIPB. Where the number of additional Equity Shares applied for exceeds the number available for allotment, the Allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange. The summary of options available to the Equity Shareholder is presented below. You may exercise any of the following options with regard to the Equity Shares offered, using the enclosed CAF: Option Available Action Required Accept whole or part of your entitlement without renouncing the balance.

Fill in and sign Part A (All joint holders must sign)

Accept your entitlement in full and apply for

Fill in and sign Part A including Block III relating to the acceptance of entitlement and Block IV relating to additional Equity Shares (All joint

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Option Available Action Required additional Equity Shares holders must sign) Renounce your entitlement in full to one person (Joint renouncees are considered as one).

Fill in and sign Part B (all joint holders must sign) indicating the number of Equity Shares renounced and hand it over to the renouncee. The renouncees must fill in and sign Part C (All joint renouncees must sign)

Accept a part of your entitlement and renounce the balance to one or more renouncee(s)

Fill in and sign Part D (all joint holders must sign) requesting for Split Application Forms. Send the CAF to the Registrar to the Issue so as to reach them on or before the last date for receiving requests for Split Forms. Splitting will be permitted only once. On receipt of the Split Form, in respect of the Equity Shares you wish to accept, if any, fill in and sign Part A.

Renounce your entitlement to all the Equity Shares offered to you to more than one renouncee

Fill in and sign Part D (all joint holders must sign) requesting for Split Application Forms. Send the CAF to the Registrar to the Issue so as to reach them on or before the last date for receiving requests for Split Forms. Splitting will be permitted only once. On receipt of the Split Form, in respect of the Equity Shares you wish to renounce, fill in and sign Part B indicating the number of Equity Shares renounced and hand it over to the renouncees. Each of the renouncees should fill in and sign Part C for the Equity Shares accepted by them.

Introduce a joint holder or change the sequence of joint holders

This will be treated as a renunciation. Fill in and sign Part B and the renouncees must fill in and sign Part C.

For applicants residing at places other than designated Bank Collecting branches

Resident investors residing at places other than the cities where the bank collection centres have been opened and NR applicants applying on a non-repatriation basis should send their completed CAF by registered post/speed post to the Registrar to the Issue, LinkIntime India Private Limited alongwith cheque drawn on a local bank at Mumbai or demand drafts net of bank and postal charges, payable at Mumbai in favour of ‘‘PGL Rights Issue’’, crossed account payee only and marked on the envelope ‘‘PGL-Rights Issue’’ so that the same are received on or before closure of the Issue i.e. September 9, 2009. NR investors, who are not excluded U. S. Persons as defined in Regulation S under the U.S. Securities Act of 1933, as amended, (a ‘‘U.S. Person’’), applying on a repatriation basis should send their completed CAF by registered post/speed post to the Registrar to the Issue, LinkIntime India Private Limited along with demand drafts for the full application amount, payable at Mumbai in favour of ‘‘PGL Rights Issue’’, crossed account payee only and marked on the envelope ‘‘PGL-Rights Issue NR’’ so that the same are received on or before closure of the Issue i.e. September 9, 2009. Our Company will not be liable for any postal delays and applications received through mail after the closure of the Issue and such applications are liable to be rejected and returned to the applicants. Applications by mail should not be sent in any other manner except as mentioned above. Availability of duplicate CAF In case the original CAF is not received, or is misplaced by the applicant, the Registrar to the Issue will issue a duplicate CAF on the request of the applicant who should furnish the registered folio number/ DP and Client ID number and his/ her full name and address to the Registrar to the Issue. Please note that those who are making the application in the duplicate form should not utilize the original CAF for any purpose including renunciation, even if it is received / found subsequently. If the applicant violates any of these requirements, he / she shall face the risk of rejection of both the applications. Applications under Power Of Attorney

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In case of applications made under a Power of Attorney or by limited companies or bodies corporate or registered societies or mutual funds or trusts, the certified true copy of the relevant Power of Attorney or the relevant resolution or authority to make the application, as the case may be, together with a copy of the Memorandum and Articles of Association and/or Bye-Laws must be Lodged with the Registrar giving reference of the serial number of the CAF after submission of the CAF to the Bankers to the Issue or any of their collection centres, failing which the applications are liable to be rejected. Application on Plain Paper A resident Equity Shareholder or an NR Equity Shareholder, who is not an excluded U.S. Person as defined in Regulation S under the U.S. Securities Act of 1933, as amended, (a “U.S. Person”), applying on a non-repatriation basis who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper, along with an Account Payee Cheque drawn on a local bank at Mumbai or Demand Draft/Pay Order payable at Mumbai in favour of “PGL –Rights Issue” or “PGL Rights Issue NR”, crossed account payee only, and marked on the envelope ‘‘PGL-Rights Issue’’ or ‘‘PGL-Rights Issue NR’’ and send the same by registered post directly to the Registrar to the Issue. An NR Equity Shareholder, who is not an excluded U.S. Person as defined in Regulation S under the U.S. Securities Act of 1933, as amended, (a ‘‘U.S. Person’’), applying on a repatriation basis who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper, along with an Account Payee Cheque drawn on a local bank at Mumbai or Demand Draft/Pay Order payable at Mumbai in favour of ‘‘PGL-Rights Issue NR’’, crossed account payee only, and marked on the envelope ‘‘PGL-Rights Issue NR’’ and send the same by registered post directly to the Registrar to the Issue. The envelope should be supersubscribed ‘‘PGL Rights Issue’’. The application on plain paper, duly signed by the applicants including joint holders, in the same order as per specimen recorded with our Company, must reach the office of the Registrar to the Issue before the Issue Closing Date and should contain the following particulars: • Name of Company, being ‘‘Piramal Glass Limited’’; • Name and address of the Equity Shareholder including joint holders; • Registered Folio Number/ DP and Client ID No.; • Number of Equity Shares held as on Book Closure Date; • Number of Equity Shares entitled as per Rights Entitlement; • Number of Equity Shares applied for as per Rights Entitlement; • Number of additional Equity Shares applied for, if any; • Total number of Equity Shares applied for; • Total amount paid at the rate of Rs. 30 per Equity Share; • Particulars of cheque/draft; • Savings/Current Account Number and name and address of the bank where the Equity Shareholder will

be depositing the refund order; • Details of PAN; • Include the representation in writing that "I/We understand that the rights entitlements and the Equity

Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any United States state securities laws and may not be offered, sold, resold or otherwise transferred within the United States or to, or for the account or benefit of, "U.S. Persons" (as defined in Regulation S under the Securities Act (a "U.S. Person")), except in a transaction exempt from the registration requirements of the U.S. Securities Act, and I/we confirm that I/we am/are not a U.S. Person and am/are not applying for these Equity Shares for the account or benefit of a U.S. Person. There are no restrictions under the laws of my/our local jurisdiction that prevent or prohibit me/us from applying for the Equity Shares." In addition, residents of the European Economic Area must confirm that "I/We satisfy the requirements relating to the EEA in the Letter of Offer."; and

• Signature of Equity Shareholders to appear in the same sequence and order as they appear in the records of our Company.

Please note that those who are making the application otherwise than on original CAF shall not be entitled to renounce their rights and should not utilize the original CAF for any purpose including renunciation even if it is received subsequently. If the applicant violates any of these requirements, he/she shall face the risk of rejection

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of the applications. The Company shall refund such application amount to the applicant without any interest thereon. For applicants residing at places where the bank collection centres have been opened, application forms duly completed together with cheque/demand draft for the application money must be submitted before the close of the subscription list to the Bankers to the Issue named herein or to any of its branches mentioned on the reverse of the CAF. The CAF alongwith application money must not be sent to our Company or the Lead Manager to the Issue or the Registrar to the Issue. For applicants residing at places other than the cities where the bank collection centres have been opened, application forms duly completed together with cash/ cheque/demand draft for the application money net of bank charges for demand draft and postal charges must reach the Registrar to the Issue before the close of the subscription list. The applicants are requested to strictly adhere to these instructions. Failure to do so could result in the application being liable to be rejected with our Company, the Lead Manager and the Registrar not having any liabilities to such applicants. Last date of Application The last date for submission of the duly filled in CAF is September 9, 2009. Our Board or any committee thereof will have the right to extend the said date for such period as it may determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date. If the CAF together with the amount payable is not received by the Banker to the Issue/ Registrar to the Issue, as the case may be, on or before the close of banking hours on the aforesaid last date or such date as may be extended by our Board / Issue Committee, the offer contained in this Letter of Offer shall be deemed to have been declined and our Board / Issue Committee shall be at liberty to dispose off the Equity Shares hereby offered, as provided under the section “Basis of Allotment” . INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES ISSUED PURSUANT TO THIS ISSUE CAN BE TRADED ON THE STOCK EXCHANGES ONLY IN DEMATERIALIZED FORM. Basis of Allotment Subject to the provisions contained in this Letter of Offer, the Articles of Association of our Company and the approval of the Designated Stock Exchange, our Board will proceed to allot the Equity Shares in the following order of priority: (a) Full allotment to those Equity Shareholders who have applied for their Rights Entitlement either in full

or in part and also to the Renouncee(s) who has / have applied for Equity Shares renounced in their favour, in full or in part.

(b) If the shareholding of any of the Equity Shareholders is less than 2 or is not in multiples of 2, then the

fractional entitlement of such holders for Equity Shares shall be ignored. Shareholders whose fractional entitlements are being ignored would be considered for allotment of one additional Equity Share each if they apply for additional Equity Share(s). Allotment under this head shall be considered if there are any un-subscribed Equity Shares after allotment under (a) above. If number of Equity Shares required for allotment under for this head are more than number of Equity Shares available after allotment under (a) above, the allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange. (For further details, see the section “Terms of the Issue – Fractional Entitlements” on page 247)

(c) Allotment to the Equity Shareholders who having applied for all the Equity Shares offered to them as

part of the Issue and have also applied for additional Equity Shares. The Allotment of such additional Equity Shares will be made as far as possible on an equitable basis having due regard to the number of Equity Shares held by them on the Book Closure Date, provided there is an under-subscribed portion after making full Allotment in (a) and (b) above. The Allotment of such Equity Shares will be at the

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sole discretion of our Board / Committee in consultation with the Designated Stock Exchange, as a part of the Issue and not preferential allotment.

(d) Allotment to the Renouncees who having applied for the Equity Shares renounced in their favour have

also applied for additional Equity Shares, provided there is an under-subscribed portion after making full Allotment in (a), (b) and (c) above. The Allotment of such additional Equity Shares will be made on a proportionate basis at the sole discretion of our Board / Committee but in consultation with the Designated Stock Exchange, as a part of the Issue and not as a preferential allotment.

(e) Allotment to any other person as our Board may in its absolute discretion deem fit provided there is

surplus available after making full Allotment under (a), (b), (c), and (d) above After taking into account Allotment to be made under (a) and (b) above, if there is any unsubscribed portion, the same shall be deemed to be ‘unsubscribed’ for the purpose of regulation 3(1)(b)(ii) of the Takeover Code which would be available for allocation under (c), (d) and (e) above. After considering the above Allotment, any additional Equity Shares shall be disposed off by our Board or Committee authorised in this behalf by our Board of Directors, in such manner as they think most beneficial to our Company and the decision of our Board or Committee in this regard shall be final and binding. In the event of oversubscription, Allotment will be made within the overall size of the issue. After taking into account allotment under (a) and (b) above, if there is any unsubscribed portion, the same shall be deemed to be undersubscribed for the purpose of Regulation 3(1)(b) of the Takeover Code which would be available for allocation under (c), (d) and (e) above. Our Promoter has confirmed that he either by himself or through his relatives or entities controlled by him forming part of the Promoter Group intends to subscribe to the full extent of their Rights Entitlement in the Issue. Our Promoter, either by himself or through his relatives or entities controlled by him forming part of the Promoter Group also intends to apply for additional Equity Shares in the Issue, such that the Issue is subscribed. As a result of this subscription and consequent allotment, our Promoter either by himself or through his relatives or entities controlled by him forming part of the Promoter Group may acquire Equity Shares over and above their Rights Entitlement, which may result in an increase of their shareholding above their current shareholding together with their Rights Entitlement. This subscription and acquisition of additional Equity Shares by them, if any, will not result in change of control of the management of our Company and shall be exempt in terms of proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As such, other than meeting the requirements indicated in the section on “Objects of the Issue” (on page 29 of this Letter of Offer), there is no other intention/purpose for this Issue including no intention to de-list the Company, even if, as a result of allotments to Promoter or his relatives or entities controlled by him forming part of the Promoter Group in this Issue, their shareholding in the Company exceeds its current shareholding. Our Promoter either by himself or through his relatives or entities controlled by him forming part of the Promoter Group intends to subscribe to such unsubscribed portion as permitted under the relevant provisions of the law. Pursuant to any allotment made to the Promoter or his relatives or entities controlled by him forming part of the Promoter Group of additional Equity Shares forming part of the unsubscribed portion in the Issue, the Company and the Promoter undertake to comply with applicable laws. Our Company expects to complete the allotment of Equity Shares within a period of 15 days from the date of closure of the Issue in accordance with the Listing Agreement with the Stock Exchanges. Our Company shall retain no oversubscription. Underwriting The present Issue is not underwritten. Allotment / Refund Our Company will issue and dispatch letters of allotment/ share certificates/ demat credit and/or letters of regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within a period of 15 days from the date of closure of this Issue. If such money is not repaid within eight days from the day our Company becomes liable to pay it, our Company shall pay that money with interest as stipulated under section 73 of the Companies Act.

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Applicants residing at those centers where clearing houses are managed by the RBI, will get refunds through ECS only except where applicants are otherwise disclosed as applicable/eligible to get refunds through direct credit and RTGS. In case of those applicants who have opted to receive their Rights Entitlement in dematerialized form using electronic credit under the depository system, an advice regarding their credit of the Equity Shares shall be given separately. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode of credit of refund within 15 working days of closure of Issue. In case of those applicants who have opted to receive their Rights Entitlement in physical form and our Company issues Letter of Allotment, the corresponding share certificates will be kept ready within three months from the Allotment Date thereof or such extended time as may be approved by the Company Law Board under section 113 of the Companies Act or other applicable provisions, if any. Allottees are requested to preserve such letters of allotment, which would be exchanged later for the share certificates. For more information please refer to the section ‘Letters of Allotment/ Share Certificates/Demat Credit’ on page 259. The letter of allotment / refund order exceeding Rs. 1,500 would be sent by registered post/speed post to the sole/first applicant's registered address. Refund orders up to the value of Rs. 1,500 would be sent under certificate of posting. Such refund orders would be payable at par at all places where the applications were originally accepted. The same would be marked ‘Account Payee only’ and would be drawn in favour of the sole/first applicant. Adequate funds would be made available to the Registrar to the Issue for this purpose. Payment of Refund Mode of making refunds The payment of refund, if any, would be done through any of the following modes: (a) ECS – Payment of refund would be done through ECS for applicants having an account at any of the

following centres : Ahmedabad, Bangalore, Bhubaneshwar, Kolkata, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur, Kanpur, Mumbai, Nagpur, New Delhi, Patna, Thiruvananthapuram (managed by RBI); Baroda, Dehradun, Nashik, Panaji, Surat, Trichy, Trichur, Jodhpur, Gwalior, Jabalpur, Raipur, Calicut, Siliguri (Non-MICR), Pondicherry, Hubli, Shimla (Non-MICR), Tirupur, Burdwan (Non-MICR), Durgapur (Non-MICR), Sholapur, Ranchi, Tirupati (Non-MICR), Dhanbad (Non-MICR), Nellore (Non-MICR) and Kakinada (Non-MICR) (managed by State Bank of India); Agra, Allahabad, Jalandhar, Lucknow, Ludhiana, Varanasi, Kolhapur, Aurangabad, Mysore, Erode, Udaipur, Gorakpur and Jammu (managed by Punjab National Bank); Indore (managed by State Bank of Indore); Pune, Salem and Jamshedpur (managed by Union Bank of India); Visakhapatnam (managed by Andhra Bank); Mangalore (managed by Corporation Bank); Coimbatore and Rajkot (managed by Bank of Baroda); Kochi/Ernakulum (managed by State Bank of Travancore); Bhopal (managed by Central Bank of India); Madurai (managed by Canara Bank); Amritsar (managed by Oriental Bank of Commerce); Haldia (Non-MICR) (managed by United Bank of India); Vijaywada (managed by State Bank of Hyderabad); and Bhilwara (managed by State Bank of Bikaner and Jaipur). This mode of payment of refunds would be subject toavailability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. The payment of refunds is mandatory for applicants having a bank account at any of the abovementioned centers, except where the applicant, being eligible, opts to receive refund through direct credit or RTGS.

(b) National Electronic Fund Transfer (“NEFT”) – Payment of refund shall be undertaken through NEFT

wherever the applicants’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the applicants through this method.

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(c) Direct Credit – applicants having bank accounts with the Refund Banker(s), in this case being, HDFC Bank Ltd. shall be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank(s) for the same would be borne by our Company.

(d) RTGS – applicants having a bank account at any of the collection centres and whose refund amount

exceeds Rs. 1 Lakh, have the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the CAF. In the event the same is not provided, refund shall be made through ECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by our Company. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant.

(e) For all other applicants, including those who have not updated their bank particulars with the MICR

code, the refund orders will be dispatched under certificate of posting for value up to Rs. 1,500 and through Speed Post/ Registered Post for refund orders of Rs. 1,500 and above. Such refunds will be made by cheques, pay orders or demand drafts drawn in favour of sole/first applicant and payable at par.

Letters of Allotment / Share Certificates / Demat Credit Letter(s) of allotment/ share certificates/ demat credit or letters of regret will be dispatched to the registered address of the first named applicant or respective beneficiary accounts will be credited within 15 days, from the date of closure of the subscription list. In case our Company issues letters of allotment, the relative share certificates will be dispatched within three months from the Allotment Date. Allottees are requested to preserve such letters of allotment (if any) to be exchanged later for share certificates. Export of letters of allotment (if any)/ share certificates/ demat credit to NR allottees will be subject to the approval of RBI. Option to receive Equity Shares in Dematerialized Form Applicants to the Equity Shares issued through this Issue shall be allotted the securities in dematerialised (electronic) form at the option of the applicant. Our Company signed a tripartite agreement with NSDL on December 26, 2001 and with CDSL and the Registrar to the Issue on October 5, 2007 which enables the Investors to hold and trade in securities in a dematerialised form, instead of holding the securities in the form of physical certificates. In this Issue, the Allottees who have opted for Equity Shares in dematerialised form will receive their Equity Shares in the form of an electronic credit to their beneficiary account with a DP. Investor will have to give the relevant particulars for this purpose in the appropriate place in the CAF. Applications, which do not accurately contain this information, will be given the securities in physical form. No separate applications for securities in physical and/or dematerialized form should be made. If such applications are made, the application for physical securities will be treated as multiple applications and is liable to be rejected. In case of partial allotment, allotment will be done in demat option for the shares sought in demat and balance, if any, may be allotted in physical shares. The Equity Shares will be listed on the Stock Exchanges. Procedure for availing the facility for Allotment of Equity Shares in this Issue in the electronic form is as under: (a) Open a beneficiary account with any DP (care should be taken that the beneficiary account should

carry the name of the holder in the same manner as is exhibited in the records of our Company. In the case of joint holding, the beneficiary account should be opened carrying the names of the holders in the same order as with our Company). In case of investors having various folios in our Company with different joint holders, the investors will have to open separate accounts for such holdings. Those Equity Shareholders who have already opened such beneficiary account(s) need not adhere to this step.

(b) For Equity Shareholders already holding Equity Shares in dematerialized form as on the Book Closure

Date, the beneficial account number shall be printed on the CAF. For those who open accounts later or those who change their accounts and wish to receive their Equity Shares pursuant to this Issue by way of credit to such account, the necessary details of their beneficiary account should be filled in the space provided in the CAF. It may be noted that the Allotment of Equity Shares arising out of this Issue may be made in dematerialized form even if the original Equity Shares are not dematerialized. Nonetheless,

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it should be ensured that the depository account is in the name(s) of the Equity Shareholders and the names are in the same order as in the records of our Company.

(c) Responsibility for correctness of information (including applicant’s age and other details) filled in the

CAF vis-à-vis such information with the applicant’s DP, would rest with the applicant. Applicants should ensure that the names of the applicants and the order in which they appear in CAF should be the same as registered with the applicant’s DP.

(d) Applicants must necessarily fill in the details (including the beneficiary account number or client ID

number) appearing in the CAF under the heading ‘Request for Shares in Electronic Form’. (e) Equity Share/Warrants allotted to an applicant in the electronic account form will be credited directly

to the applicant’s respective beneficiary account(s) with the DP. (f) Applicants should ensure that the names of the applicants and the order in which they appear in the

CAF should be the same as registered with the applicant’s DP. (g) Non-transferable allotment advice/refund orders will be directly sent to the applicant by the Registrar

to the Issue. If incomplete/incorrect details are given under the heading ‘Request for Shares in Electronic Form’ in the CAF, the applicant will get Equity Shares in physical form.

(h) Renouncees can also exercise the option to receive Equity Shares in the demat form by indicating in

the relevant asset and providing the necessary details about their beneficiary account. (i) It may be noted that Equity Share arising out of this Issue can be received in demat form even if the

existing Equity Shares are held in physical form. Nonetheless, it should be ensured that the DP account is in the name of the applicant(s) in the same order as per specimen signatures appearing in the records of the DP/Company.

(j) It may be noted that Equity Shares in electronic form can be traded only on the Stock Exchanges

having electronic connectivity with NSDL or CDSL. (k) Dividend or other benefits with respect to the Equity Shares held in dematerialised form would be paid

to those Equity Shareholders whose names appear in the list of beneficial owners given by the DP to our Company as on the date of the book closure.

(l) If incomplete / incorrect beneficiary account details are given in the CAF the applicant will get Equity

Shares in physical form. (m) The Equity Shares pursuant to this Issue allotted to investors opting for dematerialized form would be

directly credited to the beneficiary account as given in the CAF after verification. Allotment advice, refund order (if any) would be sent directly to the applicant by the Registrar to the Issue but the applicant’s DP will provide to him the confirmation of the credit of such Equity Shares to the applicant’s depository account.

(n) Renouncees will also have to provide the necessary details about their beneficiary account for

Allotment in this Issue. In case these details are incomplete or incorrect, the Renouncees will get Equity Shares in physical form.

General instructions for applicants (a) Please read the instructions printed on the enclosed CAF carefully. (b) Application should be made on the printed CAF, provided by our Company except as mentioned under

the head Application on Plain Paper and should be completed in all respects. The CAF found incomplete with regard to any of the particulars required to be given therein, and / or which are not completed in conformity with the terms of this Letter of Offer are liable to be rejected and the money paid, if any, in respect thereof will be refunded without interest and after deduction of bank commission and other charges, if any. The CAF must be filled in English and the names of all the applicants, details of occupation, address, father’s / husband’s name must be filled in block letters.

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(c) The CAF together with cheque / demand draft should be sent to the Collecting Bank Branches Only or

to the Registrar to the Issue, as the case may be, and not to our Company and the Lead Manager to the Issue. Applicants residing at places other than cities where the branches of the Bankers to the Issue have been authorised by our Company for collecting applications, will have to make payment by cheque drawn on a local bank at Mumbai orDemand Draft payable at Mumbai , of an amount net of bank and postal charges and send their application forms to the Registrar to the Issue by registered post. If any portion of the CAF is / are detached or separated, such application is liable to be rejected.

(d) Each of the applicants should mention his/ her PAN allotted under the IT Act irrespective of the

amount of the application along with the application. CAFs without the PAN details will be considered incomplete and are liable to be rejected.

(e) Applicants are advised that it is mandatory to provide information as to their savings/current account

number, 9 digit MICR number and the name of the Bank, branch with whom such account is held in the CAF to enable the Registrar to the Issue to print the said details in the refund orders, if any, after the names of the payees. Applicantions not containing such details are liable to be rejected.

(f) The payment against the application should not be effected in cash . In case payment is effected in

contravention of this, the application may be deemed invalid and the application money will be refunded and no interest will be paid thereon.

(g) Signatures should be either in English or Hindi or in any other language specified in the Eighth

Schedule to the Constitution of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary Public or a Special Executive Magistrate under his/ her official seal. The Equity Shareholders must sign the CAF as per the specimen signature recorded with our Company/Depositories.

(h) In case of an application under power of attorney or by a body corporate or by a society, a certified true

copy of the relevant power of attorney or relevant resolution or authority to the signatory to make the relevant investment under this Offer and to sign the application and a copy of the Memorandum and Articles of Association and/or bye-laws of such body corporate or society must be lodged with the Registrar to the Issue giving reference of the serial number of the CAF and Folio No./ DP ID and Client ID No. In case the above referred documents are already rgistered with the Company, the same need not be furnished again. In case these papers are sent to any other entity besides the Registrar to the Issue or are sent after the Issue Closing Date, then the application is liable to be rejected.

(i) In case of joint holders, all joint holders must sign the relevant part of the cAF in the same order and as

per the specimen signature(s) recorded with our Company. Further, in case of joint applicants who are renouncees, the number of applicants should not exceed three. In case of joint applicants, reference, if any, will be made in the first applicant’s name and all communications will be addressed to the first applicant.

(j) Application(s) received from NRs/NRIs, or persons of Indian origin residing abroad for allotment of

Equity Shares shall, inter alia, be subject to conditions, as may be imposed from time to time by the RBI under FEMA in the matter of refund of application money, allotment of Equity Shares, subsequent issue and allotment of Equity Shares, interest, export of share certificates, etc. In case a NR or NRI Equity Shareholder has specific approval from the RBI, in connection with his shareholding, he should enclose a copy of such approval with the CAF.

(k) All communication in connection with application for the Equity Shares, including any change in

address of the Equity Shareholders should be addressed to the Registrar to the Issue prior to the Allotment Date quoting the name of the first / sole applicant Equity Shareholder, folio numbers and CAF number. Please note that any intimation for change of address of Equity Shareholders, after the Allotment Date, should be sent to the Share Transfer Agents of our Company, Freedom Registry Limited in the case of Equity Shares held in physical form and to the respective DP, in case of Equity Shares held in dematerialized form.

(l) Split forms cannot be re-split.

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(m) Only the person or persons to whom Equity Shares have been offered and not renouncee(s) shall be entitled to obtain split forms.

(n) Applicants must write their CAF number at the back of the cheque / demand draft. (o) Only one mode of payment per application should be used. The payment must be by cheque / demand

draft drawn on any of the banks, including a co-operative bank, which is situated at and is a member or a sub member of the Bankers Clearing House located at the centre indicated on the reverse of the CAF where the application is to be submitted.

(p) A separate cheque / draft must accompany each CAF. Outstation cheques / demand drafts or post-dated

cheques and postal / money orders will not be accepted and applications accompanied by such cheques / demand drafts / money orders or postal orders will be rejected. The Registrar will not accept payment against application if made in cash. .

(q) No receipt will be issued for application money received. The Bankers to the Issue / Collecting Bank /

Registrar will acknowledge receipt of the same by stamping and returning the acknowledgment slip at the bottom of the CAF.

Grounds For Technical Rejections Applicants are advised to note that applications are liable to be rejected on technical grounds, including the following: • Amount paid does not tally with the amount payable for; • Bank account details (for refund) are not given and the same are not available with DP (in case of

dematerialized holdings) or the Transfer Agent of the Company (in case of physical holdings); • Age of first applicant not given while completing Part C of the CAF; • PAN details not given for application of any value; • PAN in CAF not matching the PAN in the DP ID; • In case of Application under power of attorney or by limited companies, corporate, trust, etc., relevant

documents are not submitted; • If the signature of the existing shareholder on the Application Form does not match with the records

available with the Company and/or the Depositories and for applications by renouncees if the signature does not match with the records available with their depositories;

• If the applicant desires to have Equity Shares in electronic form, but the Application Form does not have the applicant’s depository account details;

• Application Forms are not submitted by the applicants within the time prescribed as per the Application Form and the Letter of Offer;

• Applications not duly signed by the sole/joint applicants; • Applications by OCBs unless accompanied by specific approval from the RBI permitting the OCBs to

invest in the Issue; • Applications accompanied by Stockinvest; • In case no corresponding record is available with the Depositories that matches three parameters,

namely, names of the applicants (including the order of names of joint holders), the Depositary Participant’s identity (DP ID) and the beneficiary’s identity;

• Applications by persons in United States of America; • Applications which have evidence of being dispatched from United States of America; • Applications by ineligible Non-residents (including on account of restriction or prohibition under

applicable local laws) and where last available address in India has not been provided; • Multiple Applications; and • Duplicate Applications including cases where an applicant submits CAF alongwith a plain paper

application.

Mode of payment for Resident Equity Shareholders/ Applicants • Applicants who are resident in centers with the bank collection centres shall draw cheques / drafts

accompanying the CAF in favour of ’’PGL Rights Issue’’, crossed account payee only. • Applicants residing at places other than places where the bank collection centres have been opened by

our Company for collecting applications, are requested to send their applications together with Demand

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Draft for the full application amount net of bank and postal charges crossed account payee only and drawn in favour of ‘‘PGL-Rights Issue’’ directly to the Registrar to the Issue by registered post so as to reach them on or before the Issue Closing Date. The Company or the Registrar to the Issue will not be responsible for postal delays or loss of applications in transit, if any.

Mode of payment for Non-Resident Equity Shareholders/ Applicants As regards the application by NR Equity Shareholders, the following further conditions shall apply: Payment by NRs must be made by demand draft payable at Mumbai cheque payable drawn on a bank account maintained at Mumbai or funds remitted from abroad in any of the following ways: Application with repatriation benefits • By Indian Rupee drafts purchased from abroad and payable at Mumbai or funds remitted from abroad

(submitted along with Foreign Inward Remittance Certificate); or • By cheque / draft on a Non-Resident External Account (NRE) or FCNR Account maintained in

Mumbai; or • By Rupee draft purchased by debit to NRE/ FCNR Account maintained elsewhere in India and payable

in Mumbai; or FIIs registered with SEBI must remit funds from special nonresident rupee deposit account.

• NR investors applying with repatriation benefits should draw cheques/drafts in favour of the ‘PGL-Rights Issue NR’ payable at Mumbai and must be crossed ‘account payee only’ for the full application amount.

Application without repatriation benefits As far as non-residents holding shares on non-repatriation basis is concerned, in addition to the modes specified above, payment may also be made by way of cheque drawn on Non-Resident (Ordinary) Account maintained in Mumbai or Rupee Draft purchased out of NRO Account maintained elsewhere in India but payable at Mumbai. In such cases, the Allotment of Equity Shares will be on non-repatriation basis. All cheques/drafts submitted by non-residents applying on a non-repatriation basis should be drawn in favour of ‘PGL-Rights Issue’ payable at Mumbai and must be crossed ‘account payee only’ for the full application amount net of bank and postal charges. The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF. Applicants may note that where payment is made by drafts purchased from NRE/ FCNR/ NRO accounts as the case may be, an Account Debit Certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE/ FCNR/ NRO account should be enclosed with the CAF. Otherwise the application shall be considered incomplete and is also liable to be rejected. New demat account shall be opened for holders who have had a change in status from resident Indian to NRI. Note: • In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the

investment in Equity Shares can be remitted outside India, subject to tax, as applicable according to IT Act.

• In case Equity Shares are allotted on non-repatriation basis, the dividend and sale proceeds of the Equity Shares cannot be remitted outside India.

• The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF.

In case of an application received from non-residents, Allotment, refunds and other distribution, if any, will be made in accordance with the guidelines/ rules prescribed by RBI as applicable at the time of making such Allotment, remittance and subject to necessary approvals.

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Payment by Stockinvest In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003-04 dated November 5, 2003, the Stockinvest scheme has been withdrawn with immediate effect. Hence, payment through Stockinvest would not be accepted in this Issue. Disposal of application and application money No acknowledgment will be issued for the application moneys received by our Company. However, the Bankers to the Issue / Registrar to the Issue receiving the CAF will acknowledge its receipt by stamping and returning the acknowledgment slip at the bottom of each CAF. The Board reserves its full, unqualified and absolute right to accept or reject any application, in whole or in part, and in either case without assigning any reason thereto. In case an application is rejected in full, the whole of the application money received will be refunded. Wherever an application is rejected in part, the balance of application money, if any, after adjusting any money due on Equity Shares allotted, will be refunded to the applicant within 15 days from the closure of this Issue. For further instruction, please read the CAF carefully. Important • Please read the Abridged Letter of Offer/Letter of Offer carefully before taking any action. The

instructions contained in the accompanying CAF are an integral part of the conditions of the Letter of Offer and must be carefully followed; otherwise the application is liable to be rejected.

• All enquiries in connection with the Letter of Offer or accompanying CAF and requests for Split

Application Forms must be addressed (quoting the Registered Folio Number/ DP and Client ID number, the CAF number and the name of the first Equity Shareholder as mentioned on the CAF and superscribed ‘PGL-Rights Issue’ on the envelope) to the Registrar to the Issue at the following address:

Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai- 400 078. Tel: +91 22 2596 0320 Fax: +91 22 2596 0329 Email: pgl.rights@linkintime.co.in Website: www.linkintime.co.in Contact Person: Ms. Vaishali Sarang

This Issue will be kept open for 15 days unless extended, in which case it will be kept open for a maximum of 30 days.

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MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF OUR COMPANY

SHARES AND CERTIFICATES 1. Copies of Memorandum and Articles of Association of the Company shall be furnished to every

member of the Company at his request on payment of Re. One each. 2. The Authorised Share Capital of our Company is as mentioned in Clause V of the Memorandum of

Association of our Company. The paid up capital of our Company shall not be less than Rs. 5,00,000/- (Rupees Five Lac) or such higher sum as may be prescribed by the Companies Act, 1956.

3. Subject to the provisions of Section 80 of the Companies Act, 1956, our Company may issue

preference shares, which are or at the option of our Company are liable to be redeemed and /or converted into equity share capital, on such terms and in such manner and time, as the resolution authorising such issue shall prescribe.

4. Subject to the provisions of these Articles, the shares shall be under the control of the Board who may

allot or otherwise dispose of the same to such person, on such terms and conditions, at such times, either at par or at a premium and for such consideration as the Board thinks fit.

5. The Directors may allot and issue shares in the Capital of our Company as partly or fully paid up in

consideration of any property sold or goods transferred or machinery supplied or for services rendered to our Company in the conduct of its business.

6. Unless the shares of our Company are held with a Depository, the shares in the Capital shall be

numbered progressively according to their several denominations. 7. Except as required by law, no person shall be recognized by our Company as holding any shares upon

any trust, and our Company shall not be bound by, or be compelled in any way to recognize (even when having notice thereof), any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

8. Our Company may pay commission to any person prescribed under Section 76 of Companies Act,

1956 and that such commission may be paid in cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other. Our Company may also on any issue of shares or debenture pay such brokerage as may be lawful.

9. Save as permitted by Section 77 of the Companies Act, 1956, the funds of our Company shall not be

employed in the purchase of or lent on the security of, shares of our Company. Our Company shall not give, directly or indirectly, any financial assistance whether by way of loan, guarantee, security or otherwise any financial assistance for the purpose of or in connection with any purchase of or subscription for any shares in our Company.

10. Subject to the provisions of section 77A, 77AA and 77B of the Companies Act, 1956 and any statutory

amendments or reenactments thereof and compliance of the provisions thereof by our Company, our Company is authorised to purchase its own shares or other specified securities.

11. Subject to the provisions of section 78 and section 79 of the Companies Act, 1956, our Company may

issue shares at a premium or at a discount. 12. Our Company may, subject to the provisions of section 79A of the Companies Act, 1956, issue sweat

equity shares of a class of shares already issued provided that not less than one year has, at the date of issue, elapsed since the date on which our Company was entitled to commence business. All the limitations, restrictions and provisions relating to equity shares shall apply to such sweat equity shares.

13. If, by the conditions of issue of any shares, the whole or part of amount of issue price thereof shall be

payable in installments, every such installment shall, when due, be paid to our Company, by the person

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who, for the time being, shall be the registered holder of the share or by his executor or administrator as the case may be.

14. The Joint holders of a share shall be severally as well as jointly liable for the payment of all

installments and calls due in respect of such share. 15. Share(s) may be registered in the name of any person, company or other body corporate. Not more than

three persons shall be registered as joint holders of any shares. Shares may be registered in the name of any minor through a guardian only as fully paid shares.

FURTHER ISSUE OF SHARES 16. Subject to the provisions of Section 81 of the Companies Act, 1956 and other applicable provisions,

where at the time after the expiry of two years from the formation of our Company or at any time after the expiry of one year from the allotment of shares in our Company made for the first time after its formation, which ever is earlier, it is proposed to increase the subscribed capital of our Company by allotment of further shares either out of the un-issued capital or out of the increased share capital then:

(a) such further shares shall be offered to the persons who at the date of the offer, are holders of

the equity shares of our Company, in proportion, as near as circumstances admit, to the capital paid up on those shares at the date.

(b) such offer shall be made by a notice specifying the number of shares offered and limiting a

time not less than thirty days from the date of the offer and the offer if not accepted will be deemed to have been declined.

(c) the offer aforesaid shall be deemed to include a right exercisable by the person concerned to

renounce the shares offered to them in favor of any other person and the notice referred to in sub clause (b) hereof shall contain a statement of this right.

PROVIDED THAT the Directors may decline, without assigning any reason to allot any shares to any person in whose favor any member may renounce the shares offered to him.

(d) After expiry of the time specified in the aforesaid notice or on receipt of earlier intimation

from the person to whom such notice is given that he declines to accept the shares offered, the Board may dispose of them in such manner and to such person(s) as they may think, in their sole discretion, fit.

17. Notwithstanding anything contained in clause 16 thereof, the further shares aforesaid may be offered to

any persons (whether or not those persons include the persons referred to in clause (a) of sub-clause (16) hereof) in any manner whatsoever.

(a) If a special resolution to that effect is passed by our Company in General Meeting, or

(b) Where no such special resolution is passed, if the votes cast (whether on a show of hands or

on a poll as the case may be) in favour of the proposal contained in the resolution moved in the general meeting (including the casting vote, if any, of the Chairman) by the members who, being entitled to do so, vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by members, so entitled and voting and the Central Government is satisfied, on an application made by the Board in this behalf that the proposal is most beneficial to our Company.

18. Nothing in sub-clause (c) of clause 16 hereof shall be deemed:

(a) to extend the time within which the offer should be accepted; or

(b) to authorize any person to exercise the right of renunciation for a second time on the ground that the person in whose favour the renunciation was first made has declined to take the shares comprised in the renunciation.

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19. Nothing in this Article shall apply to the increase of the subscribed capital of our Company caused by the exercise of an option attached to the debenture issued or loans raised by our Company:

(i) to convert such debentures or loans into shares in our Company: or

(ii) to subscribe for shares in our Company (whether such option is conferred in these Articles or

otherwise).

PROVIDED THAT the terms of issue of such debentures or the terms of such loans include a term providing for such option and such term:

(a) either has been approved by the Central Government before the issue of the debentures or the

raising of the loans or is in conformity with the rules, if any, made by that Government in this behalf: and

(b) In the case of debentures or loans or other than debentures issued to or loans obtained from

Government or any Institution specified by the Central Government in this behalf, has also been approved by a special resolution passed by our Company in General Meeting before the issue of the debentures or raising of the loans.

TRANSFER AND TRANSMISSION OF SHARES 20. Save as provided in Section 108 of the Companies Act, 1956 no transfer of share shall be registered

unless a proper instrument duly stamped and executed by or on behalf of the transferor and by or on behalf of transferee and specifying the name, address and occupation of the transferee has been delivered to our Company along with the certificate relating to the shares or if no such certificate is in existence along with the letter of allotment of the shares, in accordance with the provisions of Section 108 of the Companies Act, 1956. The transferor shall be deemed to remain a member in respect of such share until the name of the transferee is entered in the Register in respect thereof. The signature of one credible witness who shall add his address shall duly attest each signature to such transfer. Provided, that, where on application in writing made to our Company by the transferee and bearing the stamp required for an instrument of transfer, it is proved to the satisfaction of the Board that the instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee has been lost, our Company may register the transfer on such terms as the Board may think fit so as to indemnify our Company.

21. Application for the registration of the transfer of a share may be made either by the transferor or the

transferee, provided that, where such application is made by the transferor, no registration shall, in the case of the partly paid share, be effected unless the Company gives notice of the application to the transferee in the manner prescribed by Section 110 of the Companies Act, 1956, and subject to the provisions of these Articles, our Company shall, unless objection is made by the transferee within two weeks from the date of receipt of the notice, enter in the Register the name of the transferee in the same manner and subject to the same conditions as if the application for registration of the transfer was made by the transferee.

22. Every instrument of transfer of shares shall be in the form prescribed under the Companies Act, 1956

or as near thereto as the circumstances may admit and shall be in accordance with the provisions of Section 108 of the Act, from time to time.

23. No fee shall be charged for transfer of shares/ debentures or for effecting transmission or for registering

any letters of probate, letters of administration and similar other documents. 24. Nothing contained in Article 70 and 71 shall apply to transfer of a security effected by the transferor

and the transferee both of whom are entered as Beneficial Owners in the records of a Depository. 25. No fee may be charged:

a) For splitting up, sub-division and consolidation of shares and debenture certificates and for splitting up and sub-division of Letters of Allotment and splitting, consolidation, renewal into denomination corresponding to the market Units of trading as per Rules of Stock Exchange concerned.

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b) For sub-division of right shares offered to share holders.

c) For issue of new certificates in replacement of those which are old, decrepit or worn out or

where the pages on the reverse for recording transfer have been fully utilised.

d) For registration of any power of attorney, probate or will, Letter of Administration or similar other documents.

26. Subject to the provisions of Section 111A of the Companies Act, 1956 the Directors may, at their own

absolute and uncontrolled discretion and by giving reasons, decline to register or acknowledge any transfer of shares whether fully paid or not and the right of refusal, shall not as affected by the circumstances that the proposed transferee is already a member of our Company but in such cases, the Directors shall within one month from the date on which the instrument of transfer was lodged with our Company, send to the transferee and transferor notice of the refusal to register such transfer provided that registration of transfer alone or jointly with any other person or persons indebted to our Company on any account whatsoever except when our Company has a lien on the shares, transfer of shares/debentures in whatever lot shall not be refused.

27. Every instrument of transfer shall be left at the office of our Company for registration, accompanied by

the certificate, of the shares to be transferred or if there is no certificate, the letter of Allotment thereto and such other evidence as the Board may require to prove the title of the transferor or his right to transfer the share. The Board may waive the production of any certificates upon production of evidence to them of its having been lost or destroyed. Our Company shall retain every instrument of transfer, which shall be registered, but any instrument of transfer which the Board may refuse to register shall be returned to the person depositing the same.

28. Subject to the provisions of Section 154 of the Companies Act, 1956, the registration of transfer may

be postponed at such times and for such periods as the Board may from time to time determine. Provided that, such registration shall not be postponed for more than thirty days at any one time or for more than forty-five days in the aggregate in any year.

29. If the Board refuses to register the transfer of or the transmission by operation of law of the right to any

share, our Company shall within two months from the date on which the instrument of transfer or the intimation of such transmission, as the case may be, give notice of such refusal.

30. The executor or administrators of a deceased member (not being one of several joint holders) shall be

the only persons recognised by our Company as having any title to the shares registered in the name of such member. In case of the death of any one or more of the joint holders of any registered shares, the survivors shall be the only person recognised by our Company as having any title to or interest in such shares. But nothing herein contained shall be taken to release Board may require him to obtain a Grant of Probate or letters of Administration or other legal representation as the case may be from some competent court. Provided nevertheless that in any case where the Board in its absolute discretion think fit, it shall be lawful for the Board to dispense with the production of Probatory letters of Administration or such other legal representation upon such terms as to indemnify or otherwise as the Board in its absolute discretion may consider necessary.

31. Any committee or guardian of a lunatic or infant member or any person becoming entitled to transfer

of shares in consequence of the death, bankruptcy, insolvency of any member, upon producing such evidence that he sustains the character in respect of which he proposes to act under the Articles or of the title as the Board thinks sufficient, may with consent of the Board (which it shall not be under any obligation to give) be registered as a member in respect of such shares or any subject to the regulations as to transfer herein before contained.

32. Subject to Sec.205A of the Companies Act, 1956, the Directors may retain the dividend payable upon

the share to which any person becomes entitled to under Article 84 until such person shall become a member in respect of the shares.

33. a) If the person becoming entitled to shares under Article 84 shall elect to be registered as

member in respect of the share himself, he shall deliver or send to our Company a notice in

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writing signed by him stating that he so elects.

b) If the person aforesaid shall elect to transfer the shares, he shall testify his election by execution of an instrument of transfer of shares.

c) All the limitations, restrictions and provisions of these Articles relating to the right to transfer

and the registration of transfer of share shall be applicable to any such notice or transfer as aforesaid as if the death, insanity, bankruptcy or insolvency of the member had not occurred and the notice of transfer were a transfer signed by that member.

34. A person so becoming entitled under the transmission Articles to a share by reason of death, lunacy,

bankruptcy or insolvency of a member shall, subject to the provision of the Articles or Section 206 of the Act, be entitled to the same dividend and other advantages to which he would be entitled if he was the member registered in respect of the share except that he shall not before being registered as a member in respect of the share be entitled in respect of it to exercise any right conferred by membership in relation to meetings of our Company.

Provided that the Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other money payable in respect of the share, until the requirements of the notice have been complied with.

Our Company shall incur no liability or responsibility in consequence of its registering to give effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the Register) to be prejudice or persons having or claiming any equitable right, title or interest to or in the said shares notwithstanding that our Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer and may have entered such notice referred thereto in any book of our Company and our Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in some book of our Company but our Company shall nevertheless be at liberty to regard or attend to any such notice and give effect thereto.

BORROWING POWERS 35. The Board may from time to time subject to the sections 58A, 292 and 293 of the Companies Act,

1956, at their discretion raise or borrow any sum or sums of money for the purpose of our Company and subject to the applicable provisions of the Act may secure payment or repayment of same in such manner and upon such terms and conditions in all respect as may be prescribed by the Board, in particular by the creation of any mortgage or charge or other encumbrances on any of the immovable properties of our Company or hypothecation, pledge or charge on and over our Company's stocks, book debts and other movable properties.

36. The Board may raise or secure the payment of such sum or sums in such manner and upon such terms

and conditions as they think fit and in particular, by the issue of bonds, perpetual or redeemable debentures or debenture-stock or any mortgage, charge or other security on the undertaking of the whole or any part of the property (both movable and immovable) of our Company both present and future including its uncalled capital for the time being or by giving, accepting or endorsing on behalf of our Company any promissory notes, bills of exchange or other negotiable instruments and no debenture shall carry any voting right whether generally or in respect of any particular class or classes of business.

37. If any uncalled capital is included in or charged by any mortgage of other security, the Directors may,

by instrument under the Seal authorise the person in whose favour such mortgage or security is executed or any other person in trust for him to make calls on the member in respect of such uncalled capital, and the provisions herein before contained in regard to calls shall, mutatis mutandis apply to calls, made under such authority and may be made exercisable either conditionally and either presently or contingently and either, to the exclusion of the Director's powers or otherwise, and shall be assignable if expressed so to do.

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38. Any debenture-stock or other securities may be issued at a discount premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination, and with any privileges such as warrants etc. and conditions as to redemption, surrender, drawing, allotment of shares, attending at General Meeting, appointment of Directors and otherwise. The power to issue debenture stock or other securities with a right to allotment of or conversion into shares of any denomination shall only be exercised by our Company in the General Meeting.

39. Save as provided in Section 108 of the Companies Act, 1956, no transfer of debentures shall be

registered unless a proper instrument of transfer duly stamped and executed by the transferor and transferee has been delivered to our Company together with the certificates of the debentures.

40. If the Board refuses to register the transfer of any debentures of our Company, it shall within two

months from the date on which the instrument of transfer was lodged with our Company, send to the transferee and to the transferor notice of the refusal.

41. Subject to section 201 of the Companies Act, 1956, if any Director or any other person shall become

personally liable for the payment of any sum primarily due from our Company, the Board may execute or cause to be executed any mortgage, charge or security cover for effecting the whole or any part of the assets of our Company by way of indemnity to secure the Director or any person so becoming liable, as aforesaid, from any loss in respect of such liability.

42. Subject to Section-58A, 292 and 293 of the Companies Act, 1956 and the Companies (Acceptance of

Deposits) Rules, 1975 our Company may receive deposits on such terms and conditions and bearing interest at such rates as the Board may decide and fix and which may be made payable monthly, quarterly, half yearly or yearly.

43. Our Company may subject to the provisions of Section 208 of the Companies Act, 1956, pay interest

on so much of the share capital as is for the time being paid up and was issued for the purpose of raising money to defray the expenses of the construction of any work or building or the provision of any plant, which can not be made profitable for a lengthy period.

44. Debentures/debenture stock, loan/loan stock, bonds or other securities conferring the right to allotment

or conversion into shares or the option or right to call for allotment of shares shall not be issued except with the sanction of our Company in General Meeting.

PROCEEDINGS AT GENERAL MEETING 45. In addition to any other meetings, a general meeting of our Company shall be held within such interval

as specified in Section 166(1) of the Companies Act, 1956, and subject to the provisions of Section 166(2) of the Act, at such times and places as may be determined by the Board. Each such general meeting shall be called an 'Annual General Meeting' and shall be specified as such in the notice convening the meeting. Any other meeting of our Company shall be called an Extra Ordinary General Meeting. A general meeting of our Company may be called by giving not less than 21 day's notice in writing, provided that a general meeting may be called after giving shorter notice if consent thereto is accorded in the case of the annual general meeting by all the members, in any other case by members of our Company holding not less than 95% of that part of the paid up share capital which gives the right to vote on the matters to be considered to vote only on some resolution or resolutions to be moved at a meeting and not on the others, those members shall be taken into account for the purpose of this Article in respect of the former resolution or resolutions and not in respect of the latter.

46. The Board may, whenever it thinks fit, call an Extra Ordinary General Meeting. If at any time there are

not within India Directors capable of acting who are sufficient in number to form a quorum, the Directors present in India may call an Extra Ordinary General Meeting, in the same manner and as nearly as possible as that in which such a meeting may be called by the Board.

47. The accidental omission to give notice of any meeting to or the non-receipt of any such notice by any

of the members or other persons entitled to receive such notice shall not invalidate any resolution passed at any such meeting. 98. No business shall be transacted at General Meeting of our Company unless a quorum of members is present at the time when the meeting proceeds to commence business. Five members present in person shall be the quorum for the meeting of our Company. No business

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shall be transacted at any General Meeting unless the requisite quorum shall be present throughout the meeting.

48. Any act or resolution which, under these Articles or the Companies Act, 1956 is permitted or required

to be done or passed by our Company in General Meeting shall be sufficiently so done or passed if effected by an ordinary resolution as defined in Section 189(1) of the Companies Act, 1956 unless either the Act or the Articles specifically require such act to be done or resolution to be passed by a special resolution as defined in Section 189(2) of the Act.

49. The Chairman of the Board shall take the chair at every General Meeting. If there be no such Chairman

or if at any meeting he shall not be present within fifteen minutes, or is unwilling to act, or if any of the Directors present decline to take the chair, then the members present shall choose one of their members being a member entitled to vote to be the Chairman of the meeting.

50. If at the expiration of half an hour from the time appointed for holding a meeting of our Company, a

quorum shall not be present, the Meeting if convened by or upon the requisition of Members shall stand dissolved. In any other case the Meeting shall stand adjourned in the same day in the next week or if that day is public holiday until the next succeeding day which is not a public holiday at the same time and place or to such other day and at such other time and place in the city or town in which the office of Company is for the time being situate, as the Board may determine, and if at such adjourned Meeting a quorum is not present at the expiration of half an hour from the time appointed for holding the meeting, the members present, shall be a quorum and may transact the business for which the was called.

51. a) Every question submitted to a meeting shall be decided, in the first instance by a show of

hands and in the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote in addition to the vote to which he may be entitled as a member.

b) A declaration by the Chairman that a resolution has on a show of hands been carried

unanimously or by a particular majority or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without further proof.

52. The Chairman of a General Meeting may adjourn the same from time to time and from place to place

but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

53. At any General Meeting unless a poll is demanded before or on the declaration of the result of the

voting on any resolution and on the show of hands demanded by the Chairman or by members holding not less than one-tenth of the total voting power in respect of the resolution or by members holding shares on which an aggregate sum of not less than fifty thousand rupees has been paid up, a declaration by the Chairman that a resolution has been carried unanimously or by a particular majority or lost or not carried by a particular majority and an entry to that effect in the book containing the minutes to the proceedings of the meeting of our Company shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour or against the resolution.

54 a) If a poll is demanded as aforesaid it shall be taken forthwith on a question of adjournment or

election of a Chairman of the meeting.

b) The person or persons who made the demand may withdraw the demand for a poll at any time before the poll is taken.

c) Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutinizers, at

least one of whom shall be a member (not being an officer /employee of our Company) present at the meeting, provided such a member is available and willing to be appointed, to scrutinise the votes given on the poll and to report thereon to him.

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d) The result of the poll shall be deemed to be the decision of the meeting on the resolution on which the poll was taken. On poll a member entitled to more than one vote or his proxy or other persons entitled to vote for him, as the case may be need not, if he votes, use all his votes or casting the same way all the votes he uses.

e) The demand for poll shall not prevent the meeting from transacting any business other than

the business in respect of which a poll has been demanded. VOTES OF MEMBERS 55. Subject to any rights or restrictions for the time being attached to any class or classes of shares:

a) on a show of hands, every member present in person, shall have one vote, and b) on a poll, voting rights of Members shall be as laid down in Section 87 of the Act. 107. Except as conferred by Section 87 of the Act the holders of preference shares shall have no voting right. Where the holder of any preference share has a right to vote on any resolution in accordance with the provisions of Sub-Section 2 of Section 87 of the Act, his voting right on a poll as the holder of such share shall subject to the provision of Section 89 and sub-section (2) of Section 92 of the Act be in the same proportion as the Capital paid in respect of the preference share bears to the total paid up equity capital of our Company.

56. Where a Company or body-corporate (hereinafter called "Member Company") is a member of our

Company a person duly appointed by resolution in accordance with Section 187 of the Act to represent such member Company at a meeting of our Company shall not by reason of such appointment, be deemed to be a proxy and the production at the meeting of the copy of such resolution duly signed by one director of such member company and certified by him as true copy of the resolution shall, on production thereof at the meeting be accepted by our Company as sufficient evidence of the validity of his appointment. Such a person shall be entitled to exercise the same rights and powers, including the right to vote by proxy on behalf of the same member company or body- corporate which he represents, as that member Company or body corporate could exercise if it were an individual member.

57. Where there are joint registered holders of any shares any one of such persons may vote at any meeting

either personally or by proxy in respect of such shares as if he were solely entitled thereto and if more than one of the said persons so present whose name stands first in the Register in respect of such shares shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for the purposes of this Article be deemed joint-holders thereof.

58. If any Member were unsound mind he may vote whether on show of hands or at a poll by his

committee curator bonis or other legal curator and such last mentioned persons may give their vote by proxy on a poll. If any Member is a minor, his guardian may give the vote in respect of his share. If more than one person claim to exercise the right of vote under this clause, the Chairman of the Meeting may select in his absolute discretion any one person and will accept his vote.

59. No Member not present in person shall be entitled to vote on a show of hands, unless such member is a

company or corporation present by a representative who may vote on the resolution as if he were a member of our Company.

60. On a poll, votes may be given either personally or by proxy or in the case of a Company, by a

representative duly authorised as aforesaid. 61. Any Member of a Company entitled to attend and vote at a meeting of our Company shall be entitled to

appoint another person whether a member or not, as his proxy to attend and vote instead of himself but the proxy so appointed shall not have any right to speak at the meeting and shall not be entitled to vote except on a poll.

62. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney

duly authorised in writing or, if such appointer is a body corporate under its common seal or under the hand of its attorney duly authorised. A proxy who is appointed for a specified meeting only shall be called a special proxy. Any other proxy shall be called a general proxy.

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63. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it

is signed or a notarial certified copy of that power or authority shall be deposited at the office not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote and in default, the instrument of proxy shall not be treated as valid.

64. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the

previous death or insanity of the principal or the revocation of the instrument of proxy or of the authority under which the proxy was executed or transfer of the shares in respect of which the proxy is given, provided that no intimation in writing of the death, insanity, revocation or transfer shall have been received by the Chairman at the office before the commencement of the Meeting provided nevertheless that the Chairman of any meeting shall be entitled to require such evidence as he may in his discretion think fit of the due execution of an instrument of proxy and that the same has not been revoked.

65. Every instrument appointing a special proxy shall, as nearly as circumstances admit, be in any of the

forms as set out in Schedule IX to the Act or a form as near thereto as circumstances admit. 66. No Member shall be entitled to exercise any voting rights, either personally or by proxy, at any

meeting of our Company in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which our Company has exercised any right of lien.

67. i) Any objection as to the admission or rejection of a vote, on a show of hands or on a poll made

in due time shall be referred to the Chairman of the meeting who shall forthwith determine the same and such decisions shall be final and conclusive.

ii) No objection shall be raised to the qualification of any voter except at meeting or adjourned

meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes.

DIRECTORS 68. Until otherwise determined by a General Meeting of our Company, the number of Directors (excluding

Debenture and Alternate Directors) shall not be less than three and not more than twelve 69. The management of our Company shall vest in the Board of Directors. 70. Not less than two-thirds of total number of Directors of our Company shall:

(a) be persons whose period of office is liable to determination by retirement of Directors by rotation; and

(b) save as otherwise expressly provided in the Act or these presents be appointed by our

Company in General Meeting. 71. Our Company in the General Meeting may, subject to provision of these presents and Section 259 of

the Companies Act, 1956, by special resolution, increase or reduce the number of its Directors. 72. The Directors shall have powers at any time and from time to time to appoint any other person as a

Director as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum number fixed by these Articles. Any Director so appointed shall hold office only up to the date of the next following Annual General Meeting of our Company but shall be eligible for re-election at such meeting.

73. Subject to the provisions of Section 313 of the Companies Act, 1956 or any statutory modification

thereof, the Board shall have power to appoint any person to act as alternate director for a director during the latter's absence for a period of not less than three months from the State in which meetings of the Directors are ordinarily held and such appointment shall have effect and such appointee, whilst he holds office as an alternate director, shall be entitled to notice of meetings of the Board and to attend and vote there at accordingly but he shall not be required to hold any qualification shares, if any, and

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shall 'ipso facto' vacate his office if and when the original Director returns to the State in which meetings of the Board are ordinarily held or if the original director vacates his office as director.

74. The Directors shall be entitled to appoint Director / Directors liable to retire subject to the limits

prescribed under the Companies Act, 1956. 75. A director need not hold any share in our Company in his name as his qualification, but nevertheless

shall be entitled to attend, speak and preside at any general meeting of our Company and at any separate meeting of the holders of any class of shares in our Company.

76. Each Director, other than the whole time paid Directors, may be paid such fee as may be notified by

the Central Government from time to time pursuant to Section 310 of the Companies Act, 1956 and as approved by the Board, for each meeting (including adjourned meetings) of the Board of Directors or a Committee thereof attended by him. The Directors may also be paid the expenses as decided by Board, from time to time, in attending the general meeting of our Company, Board or a Committee of Board including any adjourned meetings or proceedings.

77. In addition to the fee payable to the Directors under Article 76 hereof, the Directors may be paid

reasonable traveling, hotel and other expenses in attending and returning from the meetings of the Board of Directors any Committee thereof, any General Meeting of our Company (including adjourned meetings or proceedings) or in connection with any business of our Company as decided by the Board.

78. Subject to Section 198, 309, 310 and 314 of the Companies Act, 1956, if any Director or Directors

being willing shall be called upon to undertake and /or perform extra professional or other services or to make any special exertion in going or residing outside the office for any of the purposes of our Company or in giving special attention to the whole of or any part of the Business of our Company, the Board may remunerate such Director.

79. The continuing Directors may act notwithstanding any vacancy in the Board but, if and so long as their

number is reduced below the quorum fixed by these presents for a meeting of the Board, the continuing Directors or Director may act for the purposes of increasing the number of Directors to that fixed for the quorum or of summoning of general meeting of our Company, but for no other purpose.

80. Subject to the approval of the Board of Directors, a Director of our Company may be or become a

Director of any company promoted by this Company or in which it may be interested as vendor, shareholder or otherwise and no such directors shall be accountable for any benefits received as a Director or member of such company.

81. A Director, his relative, a firm in which his relative is a partner, any other partner in such firm or any

private company of which the Director is a member or director, shall not be disqualified from contracting with our Company either as vendor, purchaser or otherwise, subject to the fulfillment of the requirements of the provisions of Sections 297 to 301 of the Companies Act, 1956 or any other provision of the law for the time being in force.

82. Our Company may, subject to the provisions of Section 284 of the Companies Act, 1956, by ordinary

resolution of which special notice according to Section 190 of the Act has been given, remove any Director before the expiry of his period of office and may by ordinary resolution of which special notice has been given, appoint another person instead of the removed Director. A Director so appointed shall hold office until the date upto which his predecessor would have held office if he had not been so removed. If the vacancy created by the removal of a Director under the provisions of this Article is not so filled by the meeting at which he is removed, the Board may at any time thereafter fill such vacancy under the provisions of these Articles.

83. If the office of any Director appointed by our Company in General Meeting is vacated before his term

of office will expire, in the normal course, the resulting vacancy may be filled by the Board at a meeting of the Board, but any person so appointed shall hold office only upto the date upto which the Director in whose place he is appointed, would have held office if it had not been so vacated, provided that the Board shall not fill such a vacancy by appointing thereto any person who has been removed from the office of Director under these Articles.

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84. Subject to Section 259 of the Companies Act, 1956, our Company may by special resolution from time to time, increase or reduce the number of Directors, and may either alter their qualification and our Company may (subject to the provision of requirement Section 284 of the Companies Act, 1956) remove any Director before the expiration of his period of office and appoint another person in his stead. The person so appointed shall hold office during such time as the Director in whose place he is appointed would have held the same if he had not been removed.

85. If and so long as our Company is indebted to any financial institutions, bank, corporation or any other

statutory body, or if our Company has entered into any obligation with any such institution, bank, corporation or body in relation to any financial assistance by way of loan advanced to our Company or guarantee given of any loan borrowed or liability incurred by our Company or so long as any such institution, bank corporation or body shall, subject to the provisions of Section 255 of the Companies Act, 1956 and to the extent agreed by the Board, jointly or severally be entitled from time to time to appoint one or more person to be a director or directors and appoint any other person or persons to be a director or directors in his place or their places and to fill any vacancy otherwise accruing in the office of such directors. The directors so appointed shall not, subject to the provisions of Section 265 of the Companies Act, 1956 and to the extent agreed by the Board be liable to retirement by rotation. Such directors shall be entitled to attend the general meetings of our Company.

PROCEEDINGS OF THE BOARD OF DIRECTORS 86. a) The Directors may meet together for the despatch of business and may adjourn and otherwise

regulate their meetings and proceedings as they may think fit, subject to the provision of Section 285 of the Companies Act, 1956.

b) The Chairman, Director or any officer authorised by the Directors may call a meeting of the

Board of Directors. c) Subject to the provisions of Section 316, 372A(2) and 386 of the Companies Act, 1956,

questions arising at any meeting of the Directors shall be decided by a majority of votes and in case of any equality of votes the Chairman shall have a second or casting vote.

87. Notice of every meeting of the Board or a Committee thereof shall be given in writing to every

Director for the time being in India and at his usual address in India to every other Director. 88. Subject to Section 287 of the Companies Act, 1956, the quorum for the meeting of the Board shall be

one third of its total strength or two Directors, whichever is higher, provided that where at any time the number of interested Directors exceeds or is equal to two-thirds of the total strength in number, the remaining Directors, that is to say, the number of Directors who are not interested, present at the Meeting being not less than two, shall be the quorum during such meeting.

89. a) The Board shall appoint from amongst its members a Chairman.

b) If at any meeting of the Board the Chairman shall not be present within thirty minutes of the time appointed for holding the same or if he is unable or unwilling to take the Chair then the Board may elect one of their other members to act as the Chairman of that meeting.

90. A meeting of Board at which a quorum is present shall be competent to exercise all or any of the

authorities, powers and discretions by or under the Articles or the Act for the time being vested in or exercisable by the Board.

91. Subject to the provisions of Section 292 and 293 of the Companies Act, 1956, the Board may from

time to time delegate any of its powers to a committee consisting of such member or members of their body, managers and other officer(s) of our Company as it may think fit and may revoke such delegation. Any Committee so formed shall, in exercise of the power so delegated, conform to any regulation that may from time to time be imposed upon it by the Board. The meetings and proceedings of any such committee consisting of two or more members shall be governed by the provisions contained for regulating the meeting and proceedings of the Directors, so far as the same are applicable thereof and are not superseded by any regulations made by the Directors under this Clause.

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92. All acts done at any meetings of the Directors or of a Committee or by any person acting as a Director, shall notwithstanding that it may afterwards be discovered that there was some defect in the appointment of such Directors or person acting as aforesaid or that they or any of them were disqualified, be as valid as if every such Director or person had been duly appointed and was qualified to be a Director or a member of a Committee.

93. Save for the purpose of Sections 262, 292, 297,316, 372A and 386 of the Companies Act, 1956, a

resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors or of the Committee thereof duly called and constituted if it is circulated in draft together with the necessary papers, if any, to all the Directors or to all the members of the Committee, then in India (not being less in number than the quorum fixed for a meeting of the Board or Committee, as the case may be) and to all other Directors or members at their usual address in India and has been approved by such of the Directors or members as are then in India or by a majority of such of them as are entitled to vote on the resolution.

POWERS OF DIRECTORS 94. Subject to the provisions of the Companies Act, 1956, the Board shall be entitled to exercise all such

powers, and to do all such acts and things, as our Company is authorized to exercise and do; provided that the Board shall not exercise any power or do any act or thing which is directed or required, whether by the Act or any other statute or by the Memorandum of Association of our Company or by these Articles or otherwise, to be exercised or done by our Company in General Meeting. Provided further, that in exercising any such powers or doing any such Act or thing, the Board shall be subject to the provisions in that behalf contained in the Act or any other statute or in the Memorandum of Association of our Company or in these Articles or in any regulations made by our Company in General Meeting but no regulations, made by our Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.

95. Our Company may exercise the powers conferred on it by Sections 157 and 158 of the Companies Act,

1956 with regard to keeping of a foreign Register and the Board may (subject to the provisions of these sections) make and vary such regulations as it may think fit in respect of the keeping of any such register.

96. Every debenture or other instrument issued by our Company for securing the payment of the money

may be so framed that the moneys thereby secured shall be assigned free from any equities between our Company and the person to whom the same may be issued. Any debentures, debenture-stock, bonds or other instruments or securities may be issued at a discount, premium or otherwise and may be issued on a condition that they shall be convertible into any shares of any denomination and with any special privileges as to redemption surrender, drawing and allotment of shares or otherwise, provided that the debentures with right to conversion into or allotment of shares shall not be issued without consent of our Company in General Meeting.

97. Every Director present at any meeting of the Board or of a Committee thereof shall sign his name in a

book kept for that purpose. 98. The following powers shall be exercised by the Board or any Committee of the Board, or otherwise by

our Company as may be so required: a) To voluntarily liquidate our Company. b) To increase or reduce our Company's capital. c) To issue and allot new shares. d) To make any Rights Issue of shares. e) To adopt any resolution to alter the Memorandum and Articles of Association. f) To join any other company or to invest in any other company. g) To Issue Debentures. h) To undertake or permit any merger, consolidation or reorganisation of our Company. i) To decide on the declaration of dividends and appropriation of profits. j) Subject to the provisions of Section 372-A of the Act, to give to make any loan to any person

or other body corporate or give guarantee or provide security in connection with a loan made by any other person to or to any other person by any body corporate.

k) To facilitate passing of resolutions of our Company by postal ballot.

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DIVIDENDS 99. Subject to the rights of members entitled to a share (if any) with preferential or special rights attached

thereto the profits of our Company which shall from time to time be determined to be divided in respect of any year or other period shall be applied in the payment of dividend on the Equity Shares of our Company, but so that the holder of a partly paid up share shall be only entitled to such proportion of the distribution upon a fully paid up share proportionately to the amount paid or credited thereon during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly. Where capital is paid in advance of calls upon the footing that the same shall carry interest, such capital shall not, whilst carrying interest, confer a right to dividend or to participate in profits.

100. The profits of our Company, subject to any special rights relating thereto created or authorised to be

created by these Articles and subject to the provisions of these Articles shall be divisible among the Members in the proportion of the amount of capital paid or credited as paid up on the shares held by them respectively.

101. Our Company in Annual General Meeting may declare a dividend to be paid to the members according

to their rights and interests in the profits and may, subject to the provisions of Section 207 of the Companies Act, 1956, fix the time for payment.

102. Dividend additional to that declared in the last Annual General Meeting may be declared by our

Company in relation to any year in an Extraordinary General Meeting. 103. No larger dividend shall be declared than that recommended by the Board, but our Company in general

meeting may declare a smaller dividend. 104. No dividend shall be payable except out of profits of our Company or out of moneys provided by the

Central or State Government for the payment of Dividend in pursuance of any guarantee given by such Government and no dividend shall carry interest against our Company.

105. The Directors, if in their opinion the position of our Company justifies, may from time to time, without

the sanction of a general meeting pay interim dividend to one or more classes of shares to the exclusion of others at rates, which may be differing from class to class. When declaring such dividend they should satisfy themselves that the preference shares, which have a prior claim in respect of payment of dividend, should have their entire rated dividend at the time of final preparation of the accounts of the period

106. No members shall be entitled to receive payment of any dividend or interest in respect of his share or

shares whilst any money be due or owing from him as is presently payable to our Company in respect of such share or shares otherwise on account of any debts, liabilities or engagements of the members of our Company either alone or jointly with any other person or persons and the Directors may deduct from the dividend or interest payable to any member all sums of money so due from him to our Company Subject to Section 205 A of the Companies Act, 1956.

107. Any general meeting declaring a dividend may make a call on the members of such amount as the

meeting fixes, but so that the call on each member shall not exceed the dividend payable to him and so that the call be made payable at the same time as the dividend and the dividend may if so arranged between our Company and the member, be set of against the call Subject to Section 205 A of the Companies Act, 1956. The making of a call under this Article shall be deemed ordinary business of an annual general ordinary meeting, which declares dividend.

108. A transfer of share shall not pass the right to any dividend declared thereto before the registration of the

transfer by our Company. 109. Subject to Section 205 A of the Companies Act, 1956 the Directors may retain the dividends payable

upon shares in respect of which any person is under the Transmission Article entitled to become a member or which any person under that Article is entitled to transfer until such person shall become a

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member in respect thereof or shall duly transfer the same. 110. The Directors may retain any dividend on which our Company has lien and may apply the same in or

towards satisfaction of the debts, liabilities or engagement in respect of which the lien exists subject to Section 205 A of the Companies Act, 1956.

111. Anyone of several persons who are members registered jointly in respect of any share may give

effectual receipts for all dividends, bonuses and other payments in respect of such shares. 112. Notice of any dividends, whether interim or otherwise, shall be given to the person entitled to share

therein in the prescribed manner, if any. 113. Unless otherwise directed in accordance with Section 206 of the Companies Act, 1956, any dividend

may be paid by cheque or warrant sent through the post to the registered address of the member or person entitled thereto or in the case of joint holders to the registered address of that one whose name stands first on the register in respect of the joint holding or to such person and at such address as the member or person entitled or sub joint-holders as the case may be, direct and every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent or to the order of such other person as the member or person entitled or such joint holders as the case may be, may direct.

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OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The contracts mentioned below (not being contracts entered into in the ordinary course of business carried on by our Company) are or may be deemed to be material contracts. These contracts and also the documents for inspection referred to hereunder, may be inspected at the Corporate Office of our Company situated at Piramal Tower Annexe, 6th Floor, Ganpatrao Kadam Marg, Lower Parel, Mumbai-400013 from 11.00 a.m. to 2.00 p.m. on any working day from the date of this Letter of Offer until the Issue Closing Date. A. Material Contracts

1. Memorandum of Understanding dated April 20, 2009 between the Company and the Lead Manager.

2. Memorandum of Understanding dated April 15, 2009 between the Company and the Registrar to the Issue

3. Tri-Partite Agreement between the Central Depository Services (India) Ltd (“CDSL”), the Company. (“The Issuer”) and Amtrac Management Services Ltd (Now, Freedom Registry Limited)

4. Tri-Partite Agreement between the National Depository Services (India) Ltd (“NDSL”), the Company. (“The Issuer”) and Amtrac Management Services Ltd (Now, Freedom Registry Limited)

Agreement dated July 18, 2007 between Amtrac Management Services Ltd. (Now, Freedom Registry Limited) and the Company.B. Material Documents to the Issue 1. Our Memorandum and Articles of Association as amended till date. 2. Certificate of Incorporation of our Company dated February 6, 1998. 3. Certificates in relation to the change of name of our Company. 4. Copy of the resolution passed at the Board Meeting held on January 20, 2009 wherein the Issue had

been approved. 5. Resolutions passed by the Board / Committee dated April 23, 2009 and August 13, 2009 approving the

Draft Letter of Offer and the Letter of Offer respectively. 6. Letter dated July 21, 2009 from the Statutory Auditors, confirming the Tax Benefits as mentioned in

this Letter of Offer. 7. Agreement dated October 12, 2006 for the appointment and remuneration of the Managing Director

and application dated July 29, 2009 with Ministry of Corporate Affairs, Government of India, under the provisions of Section 269 read with sub paragraph C of para 1 of section II of Part II of the Schedule XIII of the Companies Act, 1956 for approval for re-appointment and for the payment of remuneration to Mr. Vijay Shah, the Managing Director of the Company.

8. Report of the Statutory Auditors, dated July 21, 2009 containing the Restated Financial Statements for the years ended March 31, 2005, 2006, 2007, 2008 and 2009 as per Indian GAAP and mentioned in this Letter of Offer.

9. Copies of Annual Reports of the Company for the past 5 financial years 10. Consent of the Directors, Lead Manager, Company Secretary & Compliance Officer, Statutory

Auditors, Legal Advisor to the Issue, Registrar to the Issue, Transfer Agent, Bankers to our Company, Bankers to the Issue, in their respective capacities.

11. Power of Attorney executed by Directors of our Company in favour of person(s) for signing and making necessary changes to this Letter of Offer and other related documents.

12. Applications dated April 23, 2009 for in-principle listing approvals from BSE, NSE & ASE . 13. In-principle listing approvals dated May 13, 2009, May 25, 2009 and May 28, 2009 from BSE, NSE

& ASE respectively. 14. Due Diligence Certificate dated April 23, 2009 to SEBI from Kotak Mahindra Capital Company

Limited. 15. SEBI Observation letter Ref No. CFD/DIL/ISSUES/PB/ISSUES/2009 dated July 31, 2009 and our in

seriatim reply dated August 7, 2009. Any of the contracts or documents mentioned in this Letter of Offer may be amended or modified at any time if so required in the interest of the Company or if required by the other parties, without reference to the shareholders, subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

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DECLARATION

All the relevant provisions of the Companies Act, 1956 and the guidelines issued by the Government of India or the guidelines issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Letter of Offer is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines issued thereunder, as the case may be. We further certify that all statements in this Letter of Offer are true and correct.

Signed by all Directors Mr. Ajay G. Piramal

Dr.(Mrs.) Swati A. Piramal

Mr. Shitin Desai

Mr. Bharat Kewalramani

Ms. Vinita Bali

Mr. N. Santhanam (through Constituted Attorney) Mr. Vijay K. Shah

Mr. Jiten Doshi

Mr. Dharendra Chadha

Mr. Sandeep Arora Ms. Maria E. Monserrate Chief Financial Officer Company Secretary & Compliance Officer Date: August 14, 2009 Place: Mumbai

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