aditya birla nuvo limited · aditya birla nuvo limited (originally incorporated as, the indian...

ADITYA BIRLA NUVO LIMITED

(Originally incorporated as, The Indian Rayon Corporation Limited on September 26, 1956, under the Companies Act, 1956 as a public limited company. The Company’s name was changed to The Indian Rayon And Industries Limited on January 23, 1987 and subsequently to Aditya Birla Nuvo Limited (the Company) on October 27, 2005. The registered office of the Company was shifted from Mumbai to its present location on December 13, 1961.) Registered Office: Indian Rayon Compound, Veraval - 362 266,

Tel: + 91 2876-245711 Fax: + 91 2876-243220 Corporate Office: Aditya Birla Centre, ‘A’ Wing, 4th Floor, S.K. Ahire Marg, Worli, Mumbai 400 030.

Tel: + 91 22 24995000/ 66525000 Fax: + 91 22 24995821/ 66525821 Contact Person: Mr. Devendra Bhandari – Company Secretary and Compliance Officer

E-mail: [email protected]; Website: www.adityabirlanuvo.com

SCHEDULE – I DISCLOSURE AS PER SEBI GUIDELINES FOR THE ISSUE OF DEBENTURES ON A PRIVATE PLACEMENT BASIS

Issue of 2000 28th Series Unsecured Redeemable Non-Convertible Debentures of the face value of Rs. 10,00,000/- each, for cash at par, aggregating Rs 200 Crores on a private placement basis.

General Risk Investors are advised to read the Risk Factors carefully before taking an investment decision in this offering. For taking an investment decision the investor must rely on their examination of the offeror and the offer including the risks involved. The Issue of Debentures has not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document.

Credit Rating ICRA has assigned ‘LAA+’ [L double A plus] rating to these Debentures. This rating is considered as high-credit-quality rating assigned by ICRA and offer higher safety for timely servicing of debt obligations. The rated instrument carries very low credit risk. The rating is not recommended to buy, sell or hold Securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at any time on the basis of new information etc.

Listing The Unsecured Redeemable Non-Convertible Debentures are proposed to be listed on the WDM segment of Bombay Stock Exchange Limited (BSE) and/or National Stock Exchange of India Limited (NSE). Registrar to the Offer: - Investor Service Centre, Aditya Birla Nuvo Ltd. Indian Rayon Compound,

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Veraval - 362 266, Gujarat Tel: + 91 2876-245711 Fax: + 91 2876-243220 Email: [email protected] Website: www.adityabirlanuvo.com Issue opens on: 11th May,2010 Issue Closes on: 11th May,2010

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DISCLAIMER This Disclosure Document is neither a Prospectus nor a Statement in lieu of a Prospectus. The issue of Debentures to be listed on the National Stock Exchange of India Limited and/or The Bombay Stock Exchange is being made strictly on a private placement basis. This Disclosure Document is not intended to be circulated to more than 49 (forty-nine) persons. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general. This Disclosure Document should not be construed to be a prospectus or a statement in lieu of prospectus under the Companies Act. This Disclosure Document has been prepared in conformity with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008. Therefore, as per the applicable provisions, copy of this Disclosure Document has not been filed or submitted to the SEBI for its review and/or approval. Further, since the Issue is being made on a private placement basis, the provisions of Section 60 of the Companies Act shall not be applicable and accordingly, a copy of this Disclosure Document has not been filed with the RoC or the SEBI. This Disclosure Document has been prepared to provide general information about the Issuer to potential investors to whom it is addressed and who are willing and eligible to subscribe to the Debentures. This Disclosure Document does not purport to contai n all the information that any potential investor may require. Neither this Disclosure Document nor any other information supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Disclosure Document should not consider such receipt a recommendation to purchase any Debentures. Each investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such investor's particular circumstances. The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue and sale of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact or

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omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. No person has been authorized to give any information or to make any representation not contained or incorporated by reference in this Disclosure Document or in any material made available by the Issuer to any potential investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer. This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly and specifically through a communication by the Company and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The contents of this Disclosure Document are intended to be used only by those investors to whom it is distributed. It is not intended for distribution to any other person and should not be reproduced by the recipient. No invitation is being made to any persons other than those to whom application forms along with this Information Memorandum being issued have been sent by or on behalf of the Issuer. Any application by a person to whom the Information Memorandum has not been sent by or on behalf of the Issuer shall be rejected without assigning any reason. The person who is in receipt of this Disclosure Document shall maintain utmost confidentiality regarding the contents of this Information Memorandum and shall not reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents without the consent of the Issuer. Each person receiving this Disclosure Document acknowledges that: Such person has been afforded an opportunity to request and to review and has received all additional information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and Such person has not relied on any intermediary that may be associated with issuance of Debentures in connection with its investigation of the accuracy of such information or its investment decision. The Issuer does not undertake to update the Disclosure Document to reflect subsequent events after the date of the Disclosure Document and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.

Neither the delivery of this Disclosure Document nor any sale of Debentures made hereunder shall, under any circumstances, constitute a representation or create any

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implication that there has been no change in the affairs of the Issuer since the date hereof.

This Information Memorandum / Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction where such action is required. The distribution of this Disclosure Document and the offering and sale of the Debentures may be restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Disclosure Document is made available to investors in the Issue on the strict understanding that the contents hereof are strictly confidential. DISCLAIMER OF THE SOLE ARRANGER The role of the Sole Arranger in the assignment is confined to marketing and placement of the debentures on the basis of this Disclosure Document as prepared by the issuer. The Sole Arranger has neither scrutinized/ vetted nor has it done any due-diligence for verification of the contents of this Disclosure Document. The Sole Arranger shall use this document for the purpose of soliciting subscription from qualified institutional investors and other eligible investors in the debentures to be issued by the company on private placement basis It is to be distinctly understood that the aforesaid use of this document by the Sole Arranger should not in any way be deemed or construed that the document has been prepared, cleared, approved or vetted by the Sole Arranger; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the company. The Sole Arranger or any of its directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this document. DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Disclosure Document has been submitted to the Stock Exchange for hosting the same on its website. It is to be distinctly understood that such submission of the document with Exchange or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of this

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Issuer, its promoters, its management or any scheme or project of the company. Every person who desires to apply for or otherwise acquire any securities of 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 pe rson consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. i. Name and address of the registered office of the issuer

Name Aditya Birla Nuvo Limited Registered office Indian Rayon Compound, Veraval, Gujarat - 362 266

Tel: + 91 2876-245711 Fax: + 91 2876-243220 ii. Names and address of the Board of directors of the issuer :

The following table sets forth details regarding our Board of Directors as on 31st March, 2010

Sr. No. Name & Address 1. MR. KUMAR MANGALAM BIRLA CHAIRMAN S/o Late Mr. Aditya Vikram Birla MANGAL ADITYAYAN 20, Carmichael Road MUMBAI 400 026

2. MRS. RAJASHREE BIRLA W/o Late Mr. Aditya Vikram Birla MANGAL ADITYAYAN 20, Carmichael Road MUMBAI 400 026

3. MR. BALDEV RAJ GUPTA S/o Mr. Hans Raj Gupta Flat No.6 Grounf Floor, Sheetal Apartment Apna Ghar, Unit No.9 Shree Swami Samarath Nagar Lokhandwala, Andheri (West)

MUMBAI 400 053

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4. Mr. P MURARI S/o Late Mr. P Mohan Rau 2, Gilchrist Avenue, Off-Harrington Road, Chennai 600 031

5 MR. BIHARI LAL SHAH. S/o Late Mr. Hanuman Prasad Shah `Manisha' 69A, Nepean Sea Road MUMBAI 400 006

6 MR. HEMANT KUMAR JADAVJI VAIDYA. S/o Late Mr. Jadavji H. Vaidya 501,Everest Chambers Off. Mount Pleasant Road Malabar Hill MUMBAI 400 006

7 MS. TARJANI VAKIL D/o Mr. Manmukhram Vakil A-1, Ishwardas Mansion MUMBAI 400 007

8 MR. SUBHASH CHANDRA BHARGAVA S/o Mr. Jyoti Swarup Bhargava 1305, Dosti Aster (Dosti Acres), New Uphil Link Road, Antop Hill, Wadala (E) Mumbai 400 037.

9 MR. GIAN PRAKASH GUPTA S/o Late Mr. Dharam Prakash 101 Kaveri B Wing NeelkanthVally, 7th Road, Rajawadi Ghatkopar (E) MUMBAI 400 077

10 MR. KRISHNA KISHORE MAHESHWARI S/o Mr. Radha Vallabh Maheshwari

Chitrakoot Co-Operative Housing Society Ltd.

Flat No.22 Altamount Road MUMBAI 400 026

11 DR. RAKESH JAIN

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S/o Mr. Nagin Chand Jain 1101/2, "A" Wing, Quantum Park Union Park Road, Khar (W) MUMBAI 400 052

12 Mr. Pranab Barua S/o Shri Prabhakar Barua D-1, Cedar Crest, No.258, 10th Main 1st Cross, Defence Colony, Indiranagar, Bangalore -560048

iii. A brief summary of the business/ activities of the issuer and its line of business

• Carbon Black

We believe that we are the second largest producer of carbon black in India with a manufacturing capacity of 230,000 Metric Tons Per Annum (MTPA) spread across two manufacturing units. One of the units is located in Renukoot (Uttar Pradesh) and has a capacity of 80,000 MTA and other unit is located in Gummidipoondi near Chennai with installed capacity of 150,000 MTPA. We market carbon black under the ‘Birla Carbon’ brand. We are targeting to complete Greenfield capacity expansion by 85,000 mtpa in western India by May 2010.

• Fertilisers

We are one of the most energy efficient producers of urea in India with re-assessed capacity of 864,600 MTPA. Our manufacturing unit is located at Jagdishpur, Uttar Pradesh, in the heartland of the North Indian Gangetic agricultural belt. We market our products under the “Birla Shaktiman” and “Krishidev” brands and also deal in traded products to meet the farmers’ requirements.

• Insulators

We are the market leaders in India with a capacity of 48,800 TPA including capacity recently expanded by 10,000 TPA

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• Textiles

We are present in two segments of textiles namely Linen segment (flax yarn, linen fabrics) and Worsted segment (wool tops, worsted yarn). We are a sizeable player in Linen and worsted segment. Our installed capacity is 15, 084 spindles of flax yarn, 25,548 spindles of worsted yarn, 8, 784 MTPA in wool combing and 106 looms of Linen Fabrics. Our manufacturing units are located at Rishra in West Bengal. Flax and worsted yarn is marketed under ‘Jaya Shree’ brand and Linen Fabrics under the brand ‘Linen Club’.

• Rayon

We believe that we are the second largest producers of Viscose Filament Yarn (VFY) in India with a capacity of 16,400 MTPA. Our Rayon Division is located at Veraval in Gujarat and also has 250 tons per day Caustic Soda manufacturing capacity. We market our VFY product under ‘RAY ONE’ brand. We also had a 36.5 MW power plant for captive consumption.

• Garments

We believe that we are one of the India’s largest branded apparel companies through our Madura Garments Division, with brands like Louis Philippe, Van Heusen, Allen Solly and Peter England retailed through our franchisees and other multi brand outlets. We had leased retail space spread about 8 lakh square feet across about 390 exclusive brand outlets in India.

Our Subsidiaries • Life Insurance (through Birla Sun Life Insurance Company Limited(“BSLI”))

We have presence in life insurance through our subsidiary Birla Sun Life Insurance Company Limited (BSLI) wherein we hold 74% shareholding and rest is with our joint venture partner, Sun Life Financial Incorporated, Canada. BSLI ranked fourth amongst private sector player in the life insurance business in terms of weighted new business received premium garnering 9.5% market share during nine months ended December 31, 2010. (Source: Insurance Regulatory and Development Authority)

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• Business Process Outsourcing (BPO) (through Aditya Birla Minacs Worldwide Limited)

We entered the BPO business through acquisition of TransWorks in July 2003 and to provide scale to the business, TransWorks acquired Minacs Worldwide Incorporated in August 2006. TransWorks is now rechristened as Ad itya Birla Minacs Worldwide Limited. We had a capacity of 8,659 seats as on December 31, 2009 operating through 27 sites in India, Philippines, US, Canada and Europe. Aditya Birla Minacs provides a complete blend of Customer Relationship Management service s - inbound customer service, including technical support, email / web-chat support, and outbound telemarketing. BPO services include transaction processing, finance and accounting related services. Our current shareholding in Aditya Birla Minacs Worldwide Limited is 88.28%; remaining 11.72% being held by RHCP TXW Investment Inc., Canada.

• Information Technology (through Aditya Birla Minacs IT Services Limited(ABMISL) – (formerly PSI Data Systems Limited)

We forayed into the Information Technology sector through the acquisition of 70.4% stake in ABMISL in 2001. ABMISL’s service offerings include application/ product development, enhancement, maintenance, and migration/re -engineering. ABMISL has its primary focus in the banking and financial sector by providing both corporate and retail banking services and also provides insurance, hi tech solutions and manufacturing and retail solutions. After getting requisite approval from the shareholders, ABMISL was delisted from the Bombay Stock Exchange (“BSE”) w. e. f. 6th April 2009. As on 31st March 2010, Aditya Birla Nuvo held 84.49% stake in ABMISL, directly and indirectly, through a subsidiary.

• Other Financial Services

Our Non Banking Financial Company provide services mainly in Collateral financing and Corporate Financing which include amongst other Initial Public Offering (“IPO”) financing, Loan against shares and Bills discounting. We pursue this business through our wholly owned subsidiary Aditya Birla Finance Limited (ABFL) (formerly Birla Global Finance Company Limited). We also pursue general insurance broking and advisory services through our subsidiary Birla Insurance Advisory and Broking Services Limited (BIASL), which is one of the leading general insurance brokers in India.

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• Distribution (through Aditya Birla Money Mart Limited (“ABMML”) (formerly

Birla Sun Life Distribution Company Limited)

We are present in the mutual fund distribution business through our wholly owned subsidiary ABMML. Earlier a joint venture with Sun Life (India) Distribution Investments Inc. ABMML became our wholly owned subsidiary after acquisition of 50.01% stake in March 2009.

• Retail Broking (through Aditya Birla Money Limited (ABML) (formerly Apollo

Sindhoori Capital Investments Limited )

ABML is a retail broking company having about 14 years of experience. ABML serves over 2 lacs customers through a nationwide branch network of over 230 own and 550 frachisee branches. Its product mix includes trading facility in equity and derivatives segments on the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE), trading facility in the commodity segment through a subsidiary, depository participant services of National Depository services Ltd. (NSDL) and Central Depository Services Limited (CDSL) at major locations, online bidding for IPOs and distribution of mutual funds.

Our Joint Venture • Telecommunication (through IDEA Cellular Limited (“IDEA”))

We are also in the business of mobile telecommunication through joint venture in IDEA Cellular Limited (IDEA), our share being 25.38% as on March 31, 2010. Other Promoter Group companies namely Grasim Industries Limited, Hindalco Industries Limited, IGH Holdings Pvt Ltd and Birla TMT Private Limited holds 20.7% as on March 31, 2010. IDEA is the fifth largest mobile telephony service providers in India with over 63 million subscribers as on March 31, 2010. IDEA has licenses to operate in 22 circles with commercial operations in all 22 circles as on March 31, 2010.

• Asset Management (through Birla Sun Life Asset Management Company Limited (“BSLAMC”) We are present in the Asset Management business through our joint venture with Sun Life Financial Incorporated, Canada; wherein we hold 50% shareholding. As on March 31, 2010, Birla Sun Life Asset Management Company (BSLAMC) ranked 5th with 8.3% market share in average domestic Assets Under Management (AUM). It’s

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average domestic AUM as on 31st March 2010 stood at Rs. 62343 Crores. (Source: Association of Mutual Funds of India website) The consolidated revenues (net of excise and inter segment) from each of our business segments for the periods stated are as follows:

iv. A brief history of the issuer since its incorporation giving details of its activities

including any reorganization, reconstruction or amalgamation, changes in its capital structure, (authorized, issued and subscribed) and borrowings, if any.

Our Company is a part of the Aditya Birla Group and was incorporated on September 26, 1956 as The Indian Rayon Corporation Limited under the provisions of the Companies Act 1956 with its registered office at United Bank of India Building, 2nd Floor, Sir Pherozshah Mehta Road, Mumbai 400 001, India. Our registered office was shifted from Mumbai to its present location on December 13, 1961. Subsequently on January 23, 1987 the name of the Company was changed from The Indian Rayon Corporation Limited to Indian Rayon and Industries Limited as we had diversified into various businesses such as textiles, insulators and cements. Subsequently over a period of time due to the diversification of our business and our foray into new businesses, the name of our Company did not reflect the complete nature of the businesses we were

Business Segment

(Rs. in Crores)

% of Net sales

(Rs. in Crores)

% of Net sales

(Rs. in Crores)

% of Net sales

Life Insurance (Premium Income) 3,537.83 32.08% 4,414.27 30.84% 3,223.07 28.34%Telecommunications 2,452.78 22.24% 2,891.84 20.20% 2,135.63 18.78%IT & ITeS 1,154.85 10.47% 1,777.15 12.41% 1,678.74 14.76%Garments 911.89 8.27% 1,115.81 7.79% 1,025.84 9.02%Carbon Black 842.79 7.64% 1,095.64 7.65% 863.84 7.59%Fertilisers 748.48 6.79% 1,249.76 8.73% 787.46 6.92%Textiles 424.54 3.85% 573.21 4.00% 600.35 5.28%Rayon 403.93 3.66% 537.11 3.75% 475.97 4.18%Insulators 285.24 2.59% 424.82 2.97% 398.86 3.51%Other Financial Services 286.93 2.60% 249.64 1.74% 197.46 1.74%Elimination (22.22) -0.20% (13.75) -0.10% (13.40) -0.12%Net Sales (incl. other operating income) 11,027.04 100.00% 14,315.50 100.00% 11,373.82 100.00%

Investment income/(loss) on policyholders' funds 3,798.48 (670.66) 487.29

Net Income from operations 14,825.52 13,644.83 11,861.11

Fiscal 2009 Fiscal 2008Nine months ended 31st

December 2009

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involved in. Subsequently on October 27, 2005 the name of the Company was changed to Aditya Birla Nuvo Limited. The new name reflects our conglomerate status as we have various diversified businesses directly or through our subsidiaries / Joint Venture companies such as the Garments business, Carbon Black, Viscose Filament Yarn, Insulators, Textiles, Fertilisers, Information Technology, Business Process Outsourcing, Life Inurance, Financial services and Telecom business. The Equity Shares of our Company were first listed on the BSE on December 8, 1987 and thereafter on the NSE on September 5, 1995.

Milestones achieved by our Company are mentioned below;

Year Event 1956 The Indian Rayon Corporation Limited was incorporated in Mumbaion

September 26, 1956 1961 The registered office of the Company was shifted from Bombay to Veraval

(Gujrat) 1963 The Company commenced manufacturing of viscose filament yarn at Veraval

with technical collaboration from Von Kohom International. 1966 Birlas acquired The Indian Rayon Corporation Limited 1976 Jaya Shree Textiles & Industries Limited was amalgamated with our Company 1981 Jaya Shree Insulators’ second unit at Halol goes on stream with the installed

capacity of 6,000 tones p.a. 1984 Our Company entered the cement business by setting up a manufacturing

plant at Malkhed in Karnataka with initial capacity of 5.4 lac tones pa, which was further expanded to 18 lac tones pa.

1987 Our Company was renamed as Indian Rayon And Industries Limited to reflect our multi-fold activities on January 23, 1987

1988 Company ventured into carbon black business by setting up Hi-Tech Carbon (Renukoot). Co-promoted Mangalore Refinery and Petrochemicals Limited (MRPL)

1990 Company installed white cement plant at Khariakhanagar, Rajasthan. 1995 Company ventured into Sea Water Magnesia and set up a plant at Chippada

Village in Andhra Pradesh to manufacture high purity refractory grade magnesia. But due to continued slump in the domestic market the operations were halted on December 28, 1998 and a complete exit on October 1, 1999.

1998 Our cement business was demerged and transferred to Grasim Industries Limited. Production commenced at our Hi-Tech Carbon’s second carbon black plant at Gummidipoondi, Tamil Nadu.

1999 Buy Back of shares from shareholders. 2000 Company acquired Madura Garments. Pursuant to this acquisition we have

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Year Event acquired brands like Louis Phillipe, Van Heusen, Allen Solley, Peter England, Byford and San Frisco.

2001 Our Company entered into a joint venture with Sun Life Insurance Incorporated of Canada. Joint Venture has commenced operations under Birla Sun Life Insurance Company Limited. Our Company acquired PSI Data Systems Limited from Groupe Bull S.A., France. The Company is listed and is involved in Information Technology Services.

2002

Our insulators business is hived off to a separate joint venture with NGK Insulators Limited, to form Birla NGK Insulators Limited effective from August 1, 2002.

2003 Company entered Business Process Outsourcing with the acquisition of Trans Works Limited.

2005 • The name of the Company was changed from Indian Rayon And Industries Limited to Aditya Birla Nuvo Limited on October 27, 2005.

• Indo Gulf Fertilizers Limited (IGFL) was amalgamated with the Company with effect from the Appointed Date i.e. 1st September, 2005 pursuant to Scheme of Amalgamation.

• Birla Global Finance Limited (BGFL) was amalgamated with the Company with effect from the Appointed Date i.e. 1st September, 2005 pursuant to Scheme of Amalgamation.

• Our Company increased its stake in Idea Cellular Limited from 4.28% to 20.74%

2006

• Our Company increased its stake in Idea Cellular Limited from 20.74% to 35.74%

• Company acquired Minacs Worldwide Inc. through our subsidiary TransWorks Information Services Limited.

• On termination of the Joint Venture with NGK Insulators Ltd., Japan., Birla NGK Insulators Limited became a subsidiary of our Company.

2007 • Acquired 30 million Equity Shares of Idea Cellular Ltd. prior to their IPO Placement in February, 2007.

• Offered a Rights Issue of 98,26,638 Equity Shares of Rs.10/ - each at a premium of Rs.783/ - per Equity Share for an amount aggregating Rs.779.25 crore s.

Aditya Birla Insulators Limited amlagamated with the company on 8th August, 2007 with effect from 1st April, 2007 (appointed date)

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Year Event 2008

• Acquisition of Apollo Sindhoori Capital Investments Limited completed on 28th February, 2009.

• Issue of 2,05,00,000 warrants to promoters/promoters group on preferential basis.

2009 • PSI Data Systems Limited (PSI), subsidiary of the Company got delited from

BSE on 6th April, 2009 and the Final Exit Offer to the shareholders of PSI opened on 6th April, 2009 and will close on 5th October, 2009.

• Acquired balance 50.01% stake in Birla Sun Life Distribution Company Ltd. (BSDL) form Sun Life Canada and subsequently BSDL became our wholly owned subsidiary w.e.f 31st March , 2009.

• Cancellation of 1,88,00,000 warrants issued to one of our Promoter Group Company.

• Issued 1,85,00,000 warrants to Promoter Group on preferential basis on 22.06.2009. Out of which, Promoter Group has exercised the option for conversion of 80,00,000 Warrants upon payment of balance money and thereafter got converted into equivalent number of equity shares on 30.10.2009.

• The Composite Scheme of Arrangement between the holding company i.e. Aditya Birla Nuvo Limited and its wholly owned subsidiaries, viz. Madura Garments Exports Limited (Madura Exports), Peter England Fashions and Retail Limited (Peter England Fashions) and MG Lifestyle Clothing Company Private Limited (MG Lifestyle) and their respective shareholders and creditors regarding amalgamation of Madura Exports and MG Lifestyle and demerger of certain business of Peter England Fashions with the Company u/s 391-394 of the Companies Act, 1956 was made effective from Monday, the 22nd February, 2010 (the “Effective Date”) from the Appointed Date i.e. 1st January, 2010.

Your Company has been the proud recipient of the following awards and recognitions– • INDIAN RAYON DIVISION

Ø Gold Award in Chemical Sector for outstanding achievement in Environment

Management from Greentech Foundation, Kerala. Ø Excellent Energy Efficient Unit award under the National Energy

Management Award, 2009.

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Ø Environment Excellence Award in Chemical Sector from Greentech

Foundation. Ø National Award for Excellence in Energy Management 2009 from

Confederation of Indian Industry. Ø ISO 9001:2000 Certification awarded for conforming to the Quality

Management System Standard by DET NORSKE VERITAS. Ø OHSAS 18001:2007 Certificate awarded by DET NORSKE VERITAS for

conforming to the Occupational Health and Safety Management System Standard.

Ø ISO 14001:2004 Certificate from UL DQS Inc. for implementation and

maintenance of – Environmental, Responsible Care & Health, Safety and Security Management System.

Ø Social Accountability 8000:2008 Certification received from DET NORSKE

VERITAS for conforming to the Social Accountability Standard in manufacturing category.

• JAYASHREE TEXTILES DIVISION Ø SHE Award for Best Entry (Small & Medium Scale) from Confederation on

Indian Industry. • INDO GULF FERTILISERS Ø The FAI Runner-up Award for Best Production Performance of Nitrogenous

Fertilizer from Fertilizer Association of India. Ø ISO 9001:2008 Certification from AFNOR Certification for meeting the

requirements of Quality Management System Ø ISO 14004:2004 Certification from AFNOR Certification for meeting

requirements of Environment Management System Ø OHSAS 18001:2007 from AFAQ-EAQA Limited for complying with the

requirements of Occupational Health & Safety Management System (OHSAS 18001:2007)

Ø ISO / IEC / 27001:2005 Certification from Bureau Veritas Certification for Management of Information Security for all operations.

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• INSULATORS DIVISION – RISHRA Ø Certificate of Merit in IMC Ramakrishna Bajaj National Quality Awards 2009

in manufacturing category. Ø Bronze Level Recognition received by Quality Circle Team “Kiran” in

International Convention on Quality Circle held in Philippines. • INSULATORS DIVISION – HALOL Ø TOP Award in the category of ‘Product covered by the Ceramic and Allied

Products incl. Refractories Panel’ received from Chemicals and Allied Products Export Promotion Council.

CAPITAL STRUCTURE OF THE COMPANY (AS ON MARCH 31, 2010) Amount

(Rs. Crs.) A. Authorised Capital

175,000,000 Equity Shares of Rs. 10/ - each 175.00 5,00,000 Redeemable Preference Shares of Rs. 100/- each

5.00

180.00 B. Issued Subscribed and Paid-up Capital*

103,009, 542 Equity Shares of Rs. 10/ - each 103.01 6% Redeemable Cumulative Preference Shares of Rs. 100/ each+

0.10

C. Paid Up Capital after the present issue*

103,009, 542 Equity Shares of Rs. 10/ - each 103.01 6% Redeemable Cumulative Preference Shares of Rs. 100/ each+

0.10

1. * Includes - 24,989,914 (previous year 24,989,914) shares alloted as fully paid-up pursuant to contracts for

consideration Other than cash.

- 23,375,235 shares (Previous Year 23,375, 185 shares ) issued as bonus shares by Capitalisation of Reserves and Securities Premium.

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- 32,62,792 shares (Previous Year 3,277,725 shares) represented by Global Depository Receipts.

- 80,00,000 equity shares issued on 30.10.2009 on conversion of equivalent number of Warrants.

+ Resulting from the Composite Scheme of Arrangement, 6% Redeemable Cumulative Preference Shares of Rs. 100/- each fully paid up are issued to preference shareholders (other than the ABNL) of Peter England Fashions and Retail Company Limited.

2. Preferential Issue of 1.85 Crores Warrants were made to Promoter Group in June, 2009 . Out of 1,85,00,000 warrants , Promoter Group has exercised their option for conversion of 80,00,000 warrants and accordingly equity shares against the same were allotted on 30 th October, 2009.

3. Outstanding Employee Stock Options exercisable into 2,08,632 9previous year 2,65,783) equity

shares of Rs.10 each.

4. Pursuant to the provisions of Section 206A of the Companies Act,1956 the issue of following equity Shares are kept in abeyance

Particulars No of shares No of shares 31.03.09 31.03.10 Right Issue ( 1994) Bonus Shares on above Right Issue ( 2007)

12735 6,368 24,281

12635 6318 24159

Notes to Capital Structure: 1a. Build up of Equity Share Capital as on 3 1st March , 2010 is as follows;

Date of Allotment

No. of Equity Shares

Allotted

Face Value (Rs.)

Issue Price per

share (Rs.)

Cumulative Paid-up

capital (Rs.)

Consideration

Remarks

Upto December 31, 1975

25,18,020* 10 - 2,51,80,200 Cash / Other than cash

Cumulative paid up capital as on December 31, 1975

January 1, 1976

9,83,630 10 - 3,50,16,500 Other than Cash

Issued to Jayshree Textile Industries

19

Date of Allotment


Allotted

Face Value (Rs.)

Issue Price per

share (Rs.)

Cumulative Paid-up

capital (Rs.)

Consideration

Remarks

Limited Shareholders on merger with Indian Rayon Corporation Limited

December 7, 1979

8,75,410 10 0 4,37,70,600 Cash Bonus Shares issued in the ratio of 1:2

September 15, 1982

9,92,944 10 20 5,37,00,040 Cash 5th Series PCD Conversion

June 30, 1983

15,00,000 10 28 6,87,00,040 Cash 7th Series Debenture Part A Conversion

September 30, 1987

92,84,762 10 50 16,15,47,660 Cash 11th Series FCD 1st Conversion

June 30, 1988

92,84,762 10 50 2,543,95,280 Cash 11th Series FCD 2nd Conversion

January 31, 1994

55,53,087 10 730 30,99,26,150 Cash G.D.R. issued

April 1, 1994

50,17,617 10 170 36,01,02,320 Cash Zero Interest FCD 1st Conversion

April 1, 1994

16,20,000 10 200 37,63,02,320 Cash Zero Interest FCD (Promoters)

July 8, 1994 62,779 10 170 37,69,30,110 Cash Zero Interest FCD 2nd Conversion (Right)

July 8, 1994 4,848 10 170 3769,78,590 Cash Zero Interest FCD Conversion **

October 7, 1994

1,67,104 10 170 3,78,649,630 Cash Zero Interest FCD 3rd Conversion (Right)

October 7, 1994

1,602 10 170 3,786,65,650 Cash Zero Interest FCD Conversion **

December 19, 1994

16,674 10 170 3,788,32,390 Cash Zero Interest FCD 4th Conversion (Right)

20

Date of Allotment


Allotted

Face Value (Rs.)

Issue Price per

share (Rs.)

Cumulative Paid-up

capital (Rs.)

Consideration

Remarks

January 28, 1995

52,44,624 10 200 43,12,78,630 Cash Detachable Warrant 1st Conversion

January 28, 1995

17,80,000 10 200 44,90,78,630 Cash Detachable Warrant (Promoters)

March 31, 1995

27,271 10 170 44,9351,340 Cash Zero Interest FCD 5th Conversion (Right)

March 31, 1995

29,391 10 200 44,96,45,250 Cash Detachable Warrant 2nd Conversion (Right)

September 29, 1995


March 26, 1996


March 26, 1996

1,030 10 200 44,97,36,100 Cash Detachable Warrant Conversion **

November 29, 1996


November 29, 1996

450 10 200 44,98,48,440 Cash Detachable Warrant 3rd Conversion(Right)

March 31, 1997

150 10 170 44,98,49,940 Cash Zero Interest FCD Conversion **

March 31, 1997

40 10 200 44,98,50,340 Cash Detachable Warrant Conversion **

August 7, 1997


August 7, 1997


21

Date of Allotment


Allotted

Face Value (Rs.)

Issue Price per

share (Rs.)

Cumulative Paid-up

capital (Rs.)

Consideration

Remarks

October 15, 1997

2,24,94,007 10 0 67,48,20,210 Cash Bonus Shares issued in the ratio of 1:2

May 13, 1998


May 13, 1998

340 10 200 67,48.27,010 Cash Detachable Warrant Conversion **

May 13, 1998

340 10 0 67,48,30,410 Cash Bonus Shares issued **

October 29, 1999

-76,06,419 10 10 59,87,66,220 Buyback Equity Shares bought back

October 29, 1999

-76,06,419 10 10 59,87,66,220 Buyback Equity Shares bought back

March 21, 2000


March 21, 2000


March 21, 2000

40 10 0 59,8,,7,67,420 Cash Bonus Shares issued **

March 31, 2004


March 31, 2004


March 31, 2004

1,720 10 0 59,88,19,020 Cash Bonus Shares issued **

June 30, 2004


June 30, 2004


June 30, 2004


October 19, 450 10 170 59,88,30,420 Cash Zero Interest FCD

22

Date of Allotment


Allotted

Face Value (Rs.)

Issue Price per

share (Rs.)

Cumulative Paid-up

capital (Rs.)

Consideration

Remarks

2004 Conversion ** October 19, 2004

450 10 200 598,834,920 Cash Detachable Warrant Conversion **

October 19, 2004


March 9, 2005


March 9, 2005


March 9, 2005


July 6, 2005 1,490 10 170 59,88,62,720 Cash Zero Interest FCD Conversion **

July 6, 2005 1,490 10 200 59,88,77,620 Cash Detachable Warrant Conversion **

July 6, 2005 1,490 10 0 59,88,92,520 Cash Bonus Shares issued **

January 12, 2006


January 12, 2006


January 12, 2006


April 3, 2006


April 3, 2006


April 3, 2006


April 24, 2006

1,5030,935 10 - 74,92,09,070 Other than cash

Shares allotted on Amalgamation of

23

Date of Allotment


Allotted

Face Value (Rs.)

Issue Price per

share (Rs.)

Cumulative Paid-up

capital (Rs.)

Consideration

Remarks

IGFL-in the ratio of one share of the Company for every three shares of IGFL

July 18, 2006

85,83,479 10 - 83,50,43,860 Other than cash

Shares allotted on Amalgamation of BGFL-in the ratio of one share of the Company for every three shares of BGFL

February 13, 2007

98,00,201 10 793 93,30,45,870 Cash Shares allotted under Rights Issue

March 12, 2007


March 12, 2007


March 12, 2007


July 31, 2007

193 10 793 93,30,53,800 Cash Allotment of Right shares kept in abeyance

November 27,2007


November 27,2007


November 27,2007


November 27,2007

134 10 793 93,30,67,680 Cash Allotment of Right shares kept in abeyance

March 17,2008

1222 10 793 93,30,79,900 Cash Allotment of Right shares kept in

24

Date of Allotment


Allotted

Face Value (Rs.)

Issue Price per

share (Rs.)

Cumulative Paid-up

capital (Rs.)

Consideration

Remarks

abeyance March 17,2008


March 17,2008


March 17,2008


March 31,2008

17,00,000 10 2007.45 95,00,80,500 Cash Conversion of warrants issued on preferential basis.

October 16, 2008

220 10 793 950,082,700

Cash Allotment of Right shares kept in abeyance

October 16, 2008

340 10 170 950,086,100 Cash Zero Interest FCD Conversion **

October 16, 2008

340 10 200 950,089,500 Cash Detachable Warrant Conversion **

October 16, 2008

340 10 0 950,092,900 Other than Cash

Bonus Shares issued **

July 7, 2009 50 10 170 950,093,400 Cash Zero Interest FCD Conversion **

July 7, 2009 50 10 200 950,093,900 Cash Detachable Warrant Conversion **

July 7, 2009 50 10 0 950,094,400 Other than Cash

Bonus Shares issued **

July 7, 2009

35 10 793 950,094,750 Cash Allotment of Right shares kept in abeyance

October 30, 2009

80,00,000 10 541.19 1,030,094,750 Cash Conversion of warrants issued on preferential basis.

March, 23, 2010

67 10 793 1,030,095,420 Cash Allotment of Right shares kept in

25

Date of Allotment


Allotted

Face Value (Rs.)

Issue Price per

share (Rs.)

Cumulative Paid-up

capital (Rs.)

Consideration

Remarks

abeyance

Total 103,009, 542

1,030,095420

* includes 3,91,870 equity shares allotted as fully paid up pursuant to contracts other than cash. ** which were earlier kept in abeyance. 1b. Details of Equity Shares Bought Back as on December 1, 2006. (i) Buy-back of Equity Shares of the Company of face value of Rs. 10/- each.

Time Period No. of Shares Average Price (In Rs.)

Total Amount (In Rs. Crore)

September - October - 1999

76,06,419 85.00 64.65

v. Details of debt securities issued and sought to be listed including face value,

nature of debt securities mode of issue i.e public issue or private placement.

The issuer proposes to issue Unsecured Redeemable Non -Convertible Debentures (28th Series) aggregating to Rs. 200 crores on private placement basis.

Object of the Issue

The proceeds of the issue will be utilized to meet the funding requirements for general corporate purposes of the Company.

Issue Size Rs. 200 crores

Instrument Un-secured Redeemable Non – Convertible Debenture

Credit Rating “LAA +” by ICRA

Face Value/Issue Price Rs.10,00,000/- per Debenture

Minimum Application Size Rs. 1 crore and in multiples of Rs. 1 crore thereof.

Tenor 3 years

26

Redemption At par on 10th May, 2013

Interest Payment Interest shall accrue, at the Coupon Rate, on the outstanding value of the Non-Convertible Debentures from the Deemed Date of Allotment and the payment shall be made at the end of every year from the Deemed Date of Allotment and on Redemption

Interest on Subscription Money

Interest on Subscription money will be payable at the Coupon Rate from the Date of Subscription till the day prior to the Date of Allotment and the interest amount shall be paid immediately on allotment. Interest on subscription money shall not be payable if the Date of Subscription and the Date of Allotment is same.

Put & Call option None

Listing At the “WDM” segment of NSE and/or BSE. The Issuer shall comply with all the applicable provisions of the listing agreement, inter alia, to maintain 100% asset cover sufficient to discharge the principal amount at all times for the debt securities issued.

vi. Issue size

The issuer proposes to issue Unsecured Redeemable Non-Convertible Debentures (28th Series) aggregating to Rs.200 crores on private placement basis.

vii. Details of utilization of the issue proceeds The proceeds of the issue will be utilized to meet the funding requirements for general corporate purposes of the Company.

viii.A statement containing particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the issuer

27

Summary of Key Agreements

We have detailed below the key provisions of certain agreements for acquisitions, investments and disinvestments. Certain of these agreements were entered into by the Company under the name Indian Rayon and Industries Limited. With effect from October 27, 2005, the Company has changed its name to Aditya Birla Nuvo Limited (“the Company”). Further, certain of these agreements were originally entered into by Indo Gulf Fertilizers Limited (IGFL) and Birla Global Finance Ltd (BGFL) which have subsequently merged with the Company.

Material Key Agreements

1. Agreement between GAIL (India) Limited and the Company

The Company (Indo Gulf Fertilizers Limited which subsequently merged with the Company) and GAIL (India) Limited (“Seller”) have entered into the following an agreements dated September 10, 2004 for the purchase of natural gas and (regasified LNG) from the Seller for the fertilizer plant located at Jagdishpur in UP.

• September 10, 2004 the Seller has entered into a Gas Sales and Purchase

Agreement with Petronet LNG Limited (“Petronet”) to purchase natural gas regasified at Petrone t’s Dahej Terminal and purchased from Raslaffan LNG Limited.

The agreement is for a basic period till January 1, 2009 and may be extended in accordance with the terms of the agreement.

• April 2, 2008 the Seller has entered into a Gas Sales and Transmission Contract to

purchase Natural Gas – APM for the period from May 03, 2008 to March 31, 2013.

• April 16, 2008 the Seller has entered into a Gas Sales and Transmission Contract

to purchase Natural Gas – PMT effective from April 1, 2008 to Decembe r 21, 2019 with the condition ending on the earlier of

(a) date of termination of the agreement between Seller and PMT JV for gas

from Panna-Mukta and Mid & South Tapti Fields or (b) the Seller ceases to be the Government nominee/Sole Nominee for

purchasing the Sales Gas or

28

(c) the occurrence of an event of termination under the terms of this Contract. (d) termination / cancellation of allocation of PMT gas in favour of the buyer by

GOI.

• April 17, 2008 the Seller has entered into a Gas Sales and Transmission Contract to purchase Natural Gas – PMT (Market Price) effective from May 1, 2008 to December 21, 2019 with the condition ending on the earlier of

(e) date of termination of the agreement between Seller and PMT JV for gas

from Panna-Mukta and Mid & South Tapti Fields or (f) the Seller ceases to be the Government nominee/Sole Nominee for

purchasing the Sales Gas or (g) the occurrence of an event of termination under the terms of this Contract. (h) termination / cancellation of allocation of PMT gas in favour of the buyer by

GOI.

The agreement provides that the Seller shall ensure that the gas delivered meets the specifications. As envisaged under the agreement, the Seller may offer gas which does not meet the specifications but the Company shall have discretion in deciding whether or not to accept the gas which does not meet the specifications. The Seller may, at its discretion, may offer the gas to the Company in excess of the agreed amount on the same terms and conditions as contained in the agreement.

2. Distribution Agreement between Esprit Macao Commercial Offshore Limited

and the Company through its division Madura Garments for use of the licensed mark “ESPRIT”

Subsequent to the agreement dated December 20, 2004, Esprit Macao Commercial Offshore Limited (“Esprit Macao”) has granted a license to the Company for the use of its licensed marks, for the distribution, promotion and sale of its products in the territory of India excluding any duty free areas. The Agreement is valid until June 30, 2012. Esprit Macao has granted to the Company an exclusives license to establish and maintain retail stores in the territory of India using the licensed trademarks solely in connection with the retail sale of specific apparel and apparel-related accessories, products which Esprit Macao has approved for distribution, promotion and retail sale by the Company to end-consumers; but only so long as such products must be purchased, procured or sourced from designated sources.

29

The Company is under an obligation to follow the procedures which are consistent with the reputation and prestige of the licensed mark which shall include amongst others the right to develop or manufacture any products and alter the style of any products or promote or distribute the products to consumers through mail-order, electronic commerce or direct marketing or otherwise exploit the products or the licensed mark on the internet, television, or other electronic means of communication without the prior written approval of Esprit Macao.

3. License Agreement between the Company through its division Madura

Garments and Phillips-Van Heusen Corporation

the Company through its division Madura Garments and Phillips-Van Heusen Corporation entered into a License agreement (limited) on Jan 1, 2007. PVH has agreed to grant a strictly Limited license to the Company in Bahrain,Kuwait,Qatar, Sultanate of Oman, UAE, Saudi Arabia, Iran, Iraq, Yemen and pakistan(Territory) for the Trademarks Van Heusen, V., VH Women, and Worldwear (“Products”) to sell, distribute or otherwise carry out retail trading of goods . Under this License Agreement the Company is required to pay PVH royalties in the amount of 7.5% of the Net sales by sublicensees/distributors in the Territories.the Company shall use the Trademarks only in accordance with instructions and in such form and manner as may be approved in writing by PVH. This License Agreement also contains a minimum sales Target and Gauranteed minimum royalties for each annual period to be achieved form the year of commencement of the Agreement i.e Jan 1 2007. This License Agreement commenced on Jan 1 2007 and will be operative up to Dec 31, 2016.

4. Agreement between the Company and Sierra Industrial Enterprises Private

Limited

Aditya Birla Nuvo Limited (“the Company”) and Sierra Industrial Enterprises Private Limited (“Licensee”) entered into a trademark licensed user agreement (“Trademark Agreement”) dated December 15, 2005. the Company has granted the Licensee an exclusive license to use the brands Allen Solly, Peter England, Louis Philippe (“Schedule A1 Trade Marks”) and artistic works pertaining to the Schedule A1 Trade Marks in respect of men’s and ladies footwear, including but not limited to shoes, boots, slip -ons, slippers, sandals, flip -flops and the like, made of leather, artificial leather, nylon, gore -tex, poly urethanes, other allied materials and combinations

30

thereof (“Goods”) only in India, UAE, Qatar, Bahrain, Kuwait, any other country as may be notified by the Company at its sole option and discretion to the Licensee from time to time. the Company has further granted the Licensee a license to use Van Heusen (“Schedule A2 Trade Mark”) and artistic works pertaining to the Schedule A2 Trade Mark in respect of Goods in the territory of India. The Licensee shall pay royalty to the Company as per terms agreed. The Trademark Agreement shall be effective from February 1, 2006 for a period of seven years until January 31, 2013.

5. Merger of Spice Communications Limited with Idea Cellular Limited .

a) During the financial year 2009-10, Spice Communications Limited (Spice), having operations in Punjab and Karnataka service areas has been merged with the Company pursuant to sanction of the Scheme of Amalgamation by the Hon’ble High Court of Gujarat at Ahmedabad vide its order dated 26th November, 2009 and Hon’ble High Court of Delhi at New Delhi, vide its order dated 5th February, 2010.

b) The High Court Orders have been filed with the respective Registrar of Companies, pursuant to which the Scheme has become effective from March 1, 2010.

c) Further, the Company allotted 19,91,53,469 Equity Shares of Rs.10/- each fully paid up to the Equity Shareholders of Spice, whose name appeared in its Register of Members on 12th March, 2010, being the Record Date fixed for the purpose, in the ratio of 49 Equity Sh ares of Company for every 100 Equity Shares of Spice.

Joint Venture Agreements (i) Idea Cellular Limited 1. Shareholders Agreement relating to Idea Cellular Limited

AT&T Wireless Services Inc, Grasim Industries Limited And Tata Industries Limited had entered into a Shareholders Agreement dated December 15, 2000.This agreement records the rights and obligation of the parties in relation to the Joint Venture Company formed pursuant to the agreement i.e. Idea Cellular Limited.

31

Subsequently, the Cingular Wireless Inc. acquired the AT&T Group. Later on, pursuant to the sale and purchase agreement dated 28th September, 2005, Cingular sold its stake in Idea to Aditya Birla Group and Tata Group.

Pursuant to a share purchase agreement dated June 1, 2006, the entire stake of Tata Group was acquired by the Aditya Birla Group and subsequently a part of the same was sold to outside Investors. Idea Cellular Limited, Vodafone Essar Limited and Bharti Airtel Limited have formed a joint venture Company viz., Indus Towers Limited to provide passive infrastructure services to various mobile operators in sixteen telecom service areas, subject to necessary approvals.

2. Share Purchase Agreement between Tata Industries Limited, Aditya Birla Nuvo

Limited and Birla TMT Holdings Private Limited

Tata Industries Limited (“TIL”), the Company and Birla TMT Holdings Private Limited (“Birla TMT”) (the Company and TMT together, the Purchasers) have entered into a share purchase agreement dated June 1, 2006 whereby TIL has sold to the Company 16,94,64,541 equity shares in Idea Cellular Limited (Idea) representing 7.5% of the equity capital of Idea.

3. Sponsor Support Agreement between Birla TMT Holdings Private Limited,

Hindalco Industries Limited, Grasim Industries Limited, the Company, Aditya Birla Telecom Limited, Industrial Development Bank of India Limited, Idea Cellular Limited, Idea Mobile Communications Limited, BTA Cellcom Limited and Idea Telecommunications Limited in respect of financial assistance to Idea Cellular Limited

Birla TMT Holdings Private Limited (“Birla TMT”), Hindalco Industries Limited (“HIL”), Grasim Industries Limited (“GIL”), the Company, Aditya Birla Telecom Limited (“Aditya Telecom”), (collectively the Sponsors), Idea Cellular Limited (“ICL”), Idea Mobile Communications Limited (“IMCL”), BTA Cellcom Limited (“BTA Cellcom”) (collectively the Borrowers), Idea Telecommunications Limited (“ITL”) and Industrial Development Bank of India Limited (“IDBI”) as Security Trustee and Rupee Facility Agent, have entered into a sponsor support agreement dated August 8, 2006. The agreement provides for the following:

1. Each Sponsor agrees that it shall not divest its shareholding in ICL such that

the collective holding of all Sponsors in the equity share capital of ICL falls below 51%. Provided however, that the Sponsors shall be allowed to divest

32

their shareholdings in ICL in favour of Sponsor Affiliates, with intimation to the Rupee Lenders within a period of 7 days of such transfer, subject to the condition that before such transfer of shareholding, such Sponsor Affiliate shall furnish an undertaking to Rupee Lenders (in a form and manner satisfactory to the Rupee Lenders) that it shall not divest its shareholding in ICL such that the collective holding of the Sponsors and Sponsor Affiliates in the equity share capital of ICL falls below 51%.

2. The Sponsors further agree that they shall not without the prior approval of

the Rupee Lenders divest their shareholdings in ICL in favour of an investor such that the investor or a group of investors and its/their Affiliates hold more than 25% of the share capital of ICL, and ICL further agrees and undertakes that it shall not allow or permit any allotment of shares in favour of an investor such that the investor or a group of investors and its/their Affiliates hold more than 25% of the share capital of ICL.

3. The Sponsors also agree to execute Powers of Attorney, inter alia, consti tuting the Security Trustee and authorising it, inter alia, to create pledge of the Shares held by them, to the extent of 51% of the total equity capital of ICL, in favour of the Security Trustee/Rupee Lenders and execute Borrower Share Pledge Agreement in case of Payment Event of Default.

4. The Sponsors undertake to collectively retain Management Control over the

Borrowers at all times during the term of this Agreement. 4. Sponsors Undertaking in favour of Industrial Development Bank of India

Limited as Security Trustee and Rupee Facility Agent in respect of Financial Assistance to Idea Cellular Limited .. Aditya Birla Nuvo Ltd. (the Company) together with Birla TMT Holdings Private Limited, Grasim Industries Limited and Hindalco Industries Limited (hereinafter collectively referred to as “the Sponsors”) has given on 8th April, 2010, Sponsors Undertaking in faovur of Industrial Development Bank of India (IDBI) as Security Trustee and Rupee Facility Agent in consideration of various Banks and Financial Institutions agreeing to grant to Idea Cellular Limited (ICL) Rupee Term Loan of Rs.4,800 crores.

Sponsors Undertaking interalia includes the following :

(i) collectively continue to hold at least 33% of the equity capital of Idea till the end of FY 2015-16 and shall not without the prior written

33

approval of IDBI, divest, transfer, assign, dispose of, pledge, charge, create any lien or in any way encumber 33% of shareholding in Idea. consequent upon the infusion of fresh equity capital of Idea, if the Sponsors’ stake gets diluted from 40% to 33% in the equity capital of Idea, agree and undertake to obtain the prior consent of IDBI and in other circumstances, agree and undertake to obtain the prior consent of the secured lenders representing 51% of the aggregate outstanding secured loans;

(ii) collectively continue to hold at least 26% of the equity capital of Idea after FY 2015-16 and shall not without the prior written approval of IDBI, divest, transfer, assign, dispose of, pledge, charge, create any lien or in any way encumber 26% of shareholding in Idea;

(iii) not without IDBI’s prior written approval, divest their shareholding in the capital of Idea that may result in a single investor along with its affiliates holding more than 25% of the equity share capital of Idea.”

5. Governance and Exit Rights Agreement Between Aditya Birla Nuvo Limited,

Birla TMT Holdings Private Limited and P5 Asia Investment (Mauritius) Limited Dated October 23, 2006.

Subsequent to the purchase of 330,000,000 equity shares of Idea Cellular Limited (“Idea”) by P5 Asia Investment (Mauritius) Limited (“Providence”), Aditya Birla Nuvo Limited (“the Company”), Birla TMT Holdings Private Limited (“Birla TMT”) and Providence have entered into an agreement dated October 23, 2006 (the “Governance and Exit Rights Agreement”) relating to the ge neral governance and the affairs of Idea.. The Governance and Exit Rights Agreement is an agreement between the shareholders of Idea and Idea is not party to this agreement. The shareholders have agreed that as long as Idea has not completed an initial public offering of its equity shares (the “Idea IPO”) and Providence holds at least 10% of the equity shares of Idea, the Company and Birla TMT shall procure that Idea seeks prior consent of Providence to effect corporate actions such as any merger, amalgamation or acquisition. Similarly, the Company and Birla TMT shall procure that Idea seeks prior consent of Providence must be obtained before Idea enters a new line of business or increases its indebtedness beyond Rs. 68 billion.

Providence shall have the right to appoint one Director (and may appoint an alternate Director in place of its Director) to the Board so long as it holds no less than 10% of the total issued and outstanding equity share capital of the Company.

34

Shareholders Agreements 1. Shareholders’ Agreement between the Company and Birla Global Finance

Limited and Birla Group Holdings Private Limited and Sun Life (India) Insurance Investments Inc. and Sun Life Assurance Compan y of Canada and Birla Sun Life Insurance Company Limited

the Company, Birla Global Finance Limited (“BGFL”) (since merged with the Company), Birla Group Holdings Private Limited (“Birla Group Holdings”), Sun Life (India) Insurance Investments Inc. (“Sun Life India”), Sun Life Assurance Company of Canada (“Sun Life of Canada”) and Birla Sun Life Insurance Company Limited (“Birla Sun Life”) have entered into a shareholders’ agreement dated February 1, 2001.

The agreement provides that Birla Sun Life shall not issue any additional shares or any instrument which would entitle the holder to participate in the profits of Birla Sun Life or in its net assets upon its winding up, dissolution or termination of its existence, other than shares issued in accordance with the provisions of this agreement.

All parties have agreed that only upon written notice of six months or such shorter period being issued by Birla Sun Life the decision to offer new shares, options to purchase shares or securities convertible into shares shall be taken, provided that the purpose of the same shall be restricted to meeting solvency or other regulatory requirements.

Additionally, Birla Sun Life shall offer a right of first refusal to the shareholders on a pro rata basis based upon the number of shares beneficially owned by the shareholders.

The Company and BGFL shall be entitled to nominate directors.

The agreement provides for several non-compete provisions. The agreement provides that no party which is a direct or indirect shareholder and for a period of two years after ceasing to be a direct or indirect shareholder, may either alone or in conjunction with any individual, firm, company, association or other entity whether as principal, agent or shareholder carry on, advise, or be engaged in, concerned with or interested in, any undertaking in India which is in whole or in part competitive with any of the business carried on,

35

directly or indirectly by Birla Sun Life or any subsidiary thereof. Additionally, the agreement provides that neither party shall solicit or attempt to solicit any suppliers or customers or employees away from Sun Life or any subsidiary thereof.

The parties shall cause Sun Life India or other members of the Sun Life Group to maintain the largest equity position then permitted for shareholders under Indian law who are treated as foreign or whose ability to participate in any business in India is otherwise restricted by Indian law.

The shareholders cannot transfer their shares for the first five years from the date of allotment of the shares under this agreement. The shareholders are permitted to mortgage, create a security interest in, pledge or otherwise encumber any shares owned by them as security for a bona fide loan from a bank at any time during the term of the agreement, upon receiving the written consent of a member of the other group.

2. Shareholders Agreement between Sun Life (India) AMC Investments Inc.,

Sun Life Assurance Company of Canada, Birla Global Finance Limited as BGFL, Birla Group Holdings Private Limited and Birla Capital International Trustee Company Limited

Sun Life (India) AMC Investments Inc. (“Sun Life India”), Sun Life Assurance Company of Canada (“Sun Life”), Birla Global Finance Private Limited (“BGFL”) (since merged with the Company), Birla Group Holdings Limited (“Birla Group Holdings”) and Birla Capital International Trustee Company Limited (the “Trustee Company”) have entered into a shareholders agreement dated May 19, 1999.

The board shall consist of a majority of independent directors along with nominees of each of the shareholders.

If at any time Indian law requires that Indian citizens/corporations hold more than 50% of the Trustee Company (“Indian Ownership Change”), the parties shall cause Sun Life India to maintain the then largest equity position permitted for shareholders who are treated as foreign share holders. If Sun Life India is required to sell shares to comply with Indian Ownership Change, the excess shares held by Sun Life India in the Trustee Company shall be sold to BGFL. In the event that the law permits Sun Life India to increase its stake subsequently, the parties have agreed to a methodology for the same.

36

If BGFL and Sun Life India cannot agree to terms and conditions of the sale, Sun Life India may sell shares to any third party acceptable to BGFL (acting reasonably) provided that Sun Life India shall not sell the excess shares to a third party at a price lower than at which the shares were offered to BGFL. It is further provided that if BGFL and Sun Life India cannot find a purchaser then they may affect an offering to the public to ensure compliance with Indian Ownership Change or the Trustee Company may itself purchase the shares at a price not lower than the price at which the shares were offered to BGFL. If these options do not materialize, Sun Life India may put the shares held by them to BGFL as per the terms of the agreement.

The agreement provides that the Trustee Company shall not, without prior written consent of the shareholders, issue any further shares or any instrument which by its terms would entitle the holder to participate in the profits of the Trustee Company or in its net assets.

The agreement provides for rights of first refusal and piggyback rights for both parties.

The parties have also agreed to a methodology through which to terminate the agreement if either party so desires.

The agreement provides that none of the shareholders shall directly or indirectly without prior written consent of the other as long as they are a shareholder of the Trustee Company and for two years after they cease to be a shareholder of the Trustee Company be engaged in business carried on directly or indirectly by the Trustee Company or its subsidiaries or solicit any customers or suppliers or employees of the Trustee Company and its subsidiaries.

3. Share Subscription Agreement between RHCP TXW Investment Inc. and

TransWorks Information Services Limited and Shareholders Agreement between RHCP TXW Investment Inc., Reichmannhauer Capital Partners Inc., the Company and TransWorks Information Services Limited (since renamed as Aditya Birla Minacs Worldwide Limited)

RHCP TXW Investment Inc. (“Investor”) and TransWorks Information Services Limited (“TransWorks”) have entered into a share subscription agreement dated September 7, 2006 whereby the Investor has subscribed to shares in TransWorks such that following the subscription by the Investor, the Investor

37

holds 10-15% of the equity share capital of TransWorks on a fully diluted basis.

The consideration for the transaction is a sum of twenty million Canadian dollars.

Pursuant to the share subscription agreement, the Investor Reichmannhauer Capital Partners Inc.(“RHCP”), the Company and TransWorks have entered into a shareholders agreement dated September 7, 2006 to govern the conduct of the business of TransWorks.

The shareholders agreement gives the Investor the right to nominate a director on the board of TransWorks. Further, the agreement provides for rights of first refusal as well as tag along rights for the Company and the Investor.

The shareholders agreement also provides for pre -emptive rights and states that TransWorks may not issue any shares or other securities convertible into shares unless a pro rata equivalent number of shares /other securities are first offered by TransWorks at a price per share equal to the fair market value thereof to the Company and the Investor.

4. Share Purchase Agreement between the Company and the promoters of

Apollo Sindhoori Capital Investments Limited (now Aditya Birla Money Limited) (ABML) entered on 28th August, 2008.

Pursuant to Share Purchases Agreement dated 28th August, 2008 with the promoters of Apollo Sindhoori Capital Investments Limited (“ASCIL”), The Company acquired 3,10,24,000 equity shares in ASCIL, representing 56% of its Paid up capital, at a price of Rs 64.08 per share aggregating to Rs 198.81 Crores. The Company also acquired further 20% i.e. 1,10,80,000 equity shares of ASCIL through open offer under the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997. The total cost for acquiring 4,21,04,000 equity shares is Rs 251.62 Crores. Subsequently, Aditya Birla Financial Services Private Limited have on 23rd February, 2010 acquired 4,15,50,000 equity shares of Re.1/- each fully paid up representing 75% of the total Paid up Share Capital of ABML from the

38

Company by way of “inter- se” promoter transfer under regulation 3(4) of the SEBI (SAST) Regulations, 1996. The Company has also diluted 1% of its shareholding in ABML to public through secondary market sale in Compliance of Clause 40A of the Listing Agreement.

Logo Agreements (i) Rising Sun Logo Trademark

Aditya Birla Management Corporation Limited (“Licensor”) and Aditya Birla Nuvo Limited (“the Company”) have entered into a licensed user agreement (the “User Agreement”) dated December 1, 2005. The Licensor is the proprietor of the trademark ‘The Rising Su n Logo’ (“Rising Sun Trademark”) pending for registration and the owner of the copyright in the artistic work in the logo of the Rising Sun Trademark (“Artwork”). The Licensor has granted a non-exclusive, royalty-free license to the Company to use the Rising Sun Trademark and the Artwork in respect of goods described in Schedule 1 attached to the User Agreement in India. the Company shall not use the Rising Sun Trademark as part of its corporate name or domain name unless expressly permitted in writing by the Licensor. The Rising Sun Trademark and the Artwork and all rights therein and the goodwill pertaining thereto shall belong exclusively to the Licensor. The User Agreement shall be effective from the date of the User Agreement and shall be valid till the Rising Sun Trademark is valid and subsisting.

The Rising Sun Trademark has also been licensed to other Aditya Birla Group companies.

(ii) Aditya Birla Nuvo Trademark

Aditya Birla Management Corporation Limited (“Licensor”) and Aditya Birla Nuvo Limite d (“the Company”) have entered into a licensed user agreement (the “User Agreement”) dated December 1, 2005. The Licensor is the proprietor of the trademark ‘Aditya Birla Nuvo’ (“Nuvo Trademark”) pending for registration. The Licensor has granted an exclusive, royalty-free license to the Company to use the Nuvo Trademark in respect of goods described in Schedule 1 attached to the User Agreement in India. the Company may use the Nuvo Trademark as part of its corporate name or domain name. The Nuvo Trademark and all rights therein and the goodwill pertaining thereto shall belong exclusively to the Licensor. The User Agreement shall be

39

effective from the date of the User Agreement and shall be valid till the Nuvo Trademark is valid and subsisting.

Rights to the trademark “Aditya Birla" are with the Licensor and the Company has been licensed the Aditya Birla Nuvo since it is a part of the Aditya Birla Group.

Disinvestments 1. Business Transfer Agreement between the Company and Madura Garments

Exports Limited

The Company and Madura Garments Exports Limited have entered into a business transfer agreement dated September 1, 2006 whereby the the Company sold, transferred and assigned the business relating to the the Company’s contract export activities i.e. contrac t exports which are undertaken on a job work basis as a going concern for a consideration of Rs. 34.50 crores.

2. Sale of Rajashree Syntex

The Company had entered into a Transfer Agreement on 1st June, 2007 with Kesar Multi Yarn Mill Limited (KMML) to sell and transfer Rajashree Syntex division (Rajashree Syntex) to KMML as a going concern on slump sale basis with full ownership and control of all business, undertakings, moveable and immoveable properties and assets belonging, relating and/or pertaining to Rajashre Syntex for a total consideration of Rs.5 crores.

ix. Details of other borrowings including any other issue of debt securities in past –

As on 31st March,2010

40

Details of Loan Taken and Assets of the Company charged as securities as at March 31, 2010 Lender Origi

nal Amount

Amount

Outstanding as on 31st

March ‘2010

Repayment

Period

Security

Long Term – Secured Bank of Baroda

INR 225 Crs.

90.00

2007 to 2011

Term Loan secured by way of second pari-passu charge created by way of mortgage of immovable properties of the Company’s Rayon & Caustic Soda Plant at Veraval, Textile Plant at Rishra, Carbon Black Plant at Renukoot and Argon Gas Plant at Jagdishpur; hypothecation of movable properties of the Company relating to these plants, Garment Division at Bangalore and Financial Services Division and Corporate Finance Division at Mumbai and the entire current assets (save and except investments) of the Company.

BNP Paribas

JPY 523.3

0 mln

21.77

9-May-10

Secured by way of first pari -passu charge created by hypothecation of movable properties (save and except current assets) of the Company situated at Gummidipoondi.

BNP Paribas

JPY 573.7

5 Mln.

JPY

23.38

23.31

8-Aug-11

6-Sep-

Secured by way of first pari -passu charge created by hypothecation of movable properties (save and except current assets) of the Company situated at Gummidipoondi

41

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security

585.50

Mln

JPY 577.5

0 Mln.

22.32

11

6-Dec-11

Corporation Bank

INR 100.0

0 Cr.

100.00 22-Feb-11

Term Loan secured by way of first pari-passu charge created by hypothecation of movable properties (save and except investment and current assets) of the Fertilizer Plant of the company situated at Jagdishpur.

Co-operatieve Centrale Raiffeisen Boerenleen Bank B.A.

JPY 1080 Mln.

JPY 727 Mln.

JPY

602.50

Mln.

36.46

24.36

20.30

17-Jan-12

14-Feb-12

06-Mar-12

Secured by way of first pari -passu charge on all movable assets (excluding current assets) of the Company situated at its Fertiliser plant (excluding assets relating to Argon Gas plant) and mortgage of company’s office premises at Sakhar Bhavan, Mumbai

DBS Bank Limited

JPY 2004.

4 Mln

97.53 30-Nov-13

Secured by way of first pari -passu charge by way of hypothecation of movable properties (save current assets) of the Company’s Rayon & Caustic Soda Plant at Veraval, Textile Plant at Rishra, Argon Gas

42

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security

Plant at Jagdishpur and Carbon Black Plant at Renukoot.

Export Import Bank of India

INR 6.83 Crs.

3.42 2006 to 2013

Term Loan secured by way of exclusive first charge on assets acquired there -against.

Export Import Bank of India

INR 35.00 Crs.

34.65

2010 to 2018

Secured by way of first pari -passu charge by way of hypothecation of movable fixed assets situated at Veraval, Rishra (Textiles Division), Jagdishpur (Argon Gas Plant) and Renukoot.

HSBC Bank (Mauritius) Ltd.

INR 139.8

6

139.86

2013 to 2015

Rs. 100 cr. secured by way of first pari-passu charge by way of hypothecation of entire plant and machinery (fixed and moveable), machinery spares, tools and accessories (save and except current assets), relating to Borrowers Carbon Black Plant at Patalganga, Maharashtra Rs. 39.86 cr. Secured by way of first pari-passu charge created by hypothecation of movable properties (save and except current assets) of the Company situated at Gummidipoondi

43

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security

The Hongkong and Shanghai Banking Corporation Ltd. Mauritius

JPY 1920 Mln.

100.00 2012 to 2014

Rs. 75 Crs. secured by way of first pari-passu charge by way of hypothecation of movable properties (save and except current assets) of the Company’s Rayon & Caustic Soda Plant at Veraval, Textile Plant at Rishra, Argon Gas Plant at Jagdishpur and Carbon Black Plant at Renukoot and balance Rs. 25 crs secured by way of hypothecation of assets (save and except current assets) of the Company’s Carbon Black Plant at Patalganga.

The Bank of Tokyo -Mitsubishi, UFJ, Limited

JPY 1200 Mln.

62.27 2011 to 2013

Secured by way of first charge created by hypothecation of properties (except current assets) of the Insulator Divisions of the Company situated at Halol and Rishra

Industrial Development Bank of India Limited

INR 25.00 Crs.

23.00 2007 to 2015

Term loans secured by way of first pari-passu charge created by mortgage of the immovable properties of the Company situated at Veraval, Rishra (Textiles Division), Jagdishpur (Argon Gas), Renukoot and hypothecation of movables (except books debts) at these locations.


INR 190.00 Crs.

190.00 2011 to 2012

Term Loan secured by way of second pari-passu charge created by way of mortgage of immovable properties of the Company’s Rayon Division including Caustic Soda Plant at Veraval, Textiles Plants at Rishra, Carbon Black Plant at Renukoot and Argon Gas Plant at Jagdishpur; hypothecation of movable properties of the Company relating to these plants, Garment Division

44

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security

at Bangalore and Financial Services Division (other than vehicles) and Corporate Finance Division at Mumbai and the entire current assets (save and except investments) of the Company .

Life Insurance Corporation of India

INR 30.00 Crs.

13.13

2006 to 2013

Secured by way of first pari -passu charge created by mortgage of the immovable properties of the Company situated at Veraval, Rishra (Textile Division), Jagdishpur (Argon Gas), Renukoot and hypothecation of movables (save and except books debts) at these locations.


INR 50.00 Crs.

44.00

2006 to 2014



INR 100.00 Crs.

46.00

46.00

2007 to 2015


45

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security


INR 95.00 Crs.

92.15

2009 to 2017

Secured by way of first pari -passu charge by way of mortgage of the immovable properties of the Company situated at Veraval, Rishra (Textiles Division), Jagdishpur (Argon Gas Plant), Renukoot and hypothecation of movables (save and except current assets) situated at these locations, subject to prior charge(s) created on certain assets in favor of a Financial Institution.

State Bank of India

INR 100.0

0 Crs.

100.00 30-Nov-10

Term Loan secured by way of exclusive first charge created by hypothecation of Brand Rights / Trade mark and movable properties at Bangalore.

State Bank of India

INR 310.00 Crs.

160.00

49.98

2010 to 2012 2007 to 2011

Term Loan secured by way of second pari-passu charge created by way of mortgage of the immovable properties of the Company’s Rayon & Caustic Soda Plant at Veraval, Textile Plants at Rishra, Carbon Black Plant at Renukoot and Argon Gas Plant at Jagdishpur; hypothecation of movable properties of the Company relating to these plants, Garment Division at Bangalore and Financial Services Division (other than vehicles) and Corporate Finance Division at Mumbai, the entire current assets ( except investments) of the Company and Brand Rights/ Trade Marks owned by Garments Division, Bangalore.

EXIM INR 6.00

3.00

2006 to 2014

Term Loans secured by way of First pari-passu charge created by mortgage of

46

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security

cr.

INR 6.70 cr.

3.77

immovable properties of the Company's Madura Garment Export Plants at Bangalore and hypothecation of movable fixed assets of the Company at these plants.

EXIM INR 5.35 cr.

3.68 2008 to 2015

Term Loans secured by way of First pari-passu charge to be created of mortgage of immovable properties of the Company's Madura Garment Export Plant at Bangalore and charge created by way of hypothecation of movable fixed assets of the Company at these plants.

SBI INR 16.00

cr.

15.52 2008 to 2016

Term Loans secured by way of First pari-passu charge created by mortgage of immovable properties of the Company's Madura Garment Export Plants at Bangalore and hypothecation of movable fixed assets of the Company at these plants.

47

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security

SBI INR 20.00

cr.

13.33 2008 to 2012


IDBI INR 8.00 cr.

7.84 2010 to 2017


IDBI INR 12.00

cr.

7.80 2009 to 2013

Term Loans secured by way of First pari-passu charge created by hypothecation of movable fixed assets of the Company's Madura Garment Export Plants at Bangalore.

EXIM INR 4.00 cr.

INR 7.00 cr.

1.75

3.50

2006 to 2013

Term Loan secured by way of First pari-passu charge created by mortgage of immovable properties of the Company's MG Lifestyle Clothing Plant at Bangalore and hypothecation of movable fixed assets of the Company at these plants.

48

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security

EXIM INR 3.65 cr.

2.74

2008 to 2016

Term Loan secured by way of First pari-passu charge created by mortgage of immovable properties of the Company's MG Lifestyle Clothing Plant at Bangalore and hypothecation of movable fixed assets of the Company at these plants.

HDFC INR 3.00 cr.

1.69

2008 to 2016

Term Loan secured by way of first pari-passu charge created by hypothecation of movable plant and machinery of the Company's MG Lifestyle Clothing Plant at Bangalore.

HDFC INR 4.00 cr.

3.92

2009 to 2017


49

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security

HDFC INR 12.00

cr.

12.00

2010 to 2018


HDFC INR 8.00 cr.

6.86

2009 to 2014


50

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security

DHANLAXMI

INR 48.00

cr.

48.00

2011 to 2014

Term Loan secured by way of first pari-passu charge created by hypothecation of furniture & Fixtures and other movable fixed assets of the Company's Peter England People Stores at Bangalore and Delhi.

Sales Tax Loan from GIIC

INR 15.26 Crs.

15.26 2007 to 2012

To be secured by way of first pari-pasu charge over the fixed assets of Rayon Division.

Sales Tax Loan from SIPCOT

INR 67.13 Crs.

67.13

2010 to 2020

To be secured by way of second pari-passu charge over the fixed assets of Carbon Black Plant at Gummidipoondi.

51

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security

Non – Convertible Debentures 23rd Series 24th Series 26th Series

INR 125.00 crs.

INR 40.00 Crs.

INR 225.00 Crs.

125.00

40.00

225.00

7-Nov-11

5-Dec-11

19-Dec-11

Secured by way of first pari- passu charge created by way of mortgage of the immovable property of the Company at Ahmedabad , Gujarat

52

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security

25th Series

INR

110.00 Crs.

110.00

12-Dec-

11

Secured by way of first pari - passu charge created by way of mortgage of the immovable property of the Company at Ahmedabad , Gujarat and mortgage of part of immoveable property of the Company’s Fertilizer Plant at Jagdishpur.

Total – Long Term Secured

2278.26

Long term – Unsecured The Bank of Tokyo-Mitsubishi UFJ., Limited

JPY 601.2

5 Mln.

JPY 605 Mln.

20.42

20.28

21-May-12

12-Jun-12

N.A.

N.A.

53

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security

The Bank of Tokyo-Mitsubishi UFJ., Limited

JPY 587.5

0 mln.

JPY

804.30

mln.

JPY 921.6

0 Mln.

20.26

28.36

31.61

01-Aug-12

20-Sep-12

01-Oct-12

N.A.

N.A.

N.A.

The Bank of Tokyo-Mitsubishi UFJ., Limited

JPY 1129 mln.

4.24

45.11

27-Dec-12

27-Dec-12

N.A.

N.A.


INR 50.00 Crs.

50.00

7-Oct-10

N.A.

Non – Convertible Debentures

INR 200.0

200.00

23-Nov-12

N.A.

54

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security

27th Series

0 crs

Fixed Deposits

INR 0.93 Crs.

0.82 - N.A.

Total – Long Term Unsecured

421.11

LONG TERM

2699.37

Short Term – Secured Working Capital Borrowings

INR 1750.

00 Crs.

179.11

N.A.

Working Capital Borrowings are secured by hypothecation of inventories, book debts and other movables, both present and future, held as current assets.

Total - Short Term Secured

179.11

55

Lender Original

Amount

Amount


March ‘2010

Repayment

Period

Security

Short Term - Unsecured Working Capital Borrowings – Buyers Credit

INR 657.1

8 Crs

657.18

N.A .

N.A.

Commercial Paper

INR 100.00 Crs.

100.00 Various Dates

N.A.

Total - Short Term Unsecured

757.18

SHORT TERM

936.29

GRAND TOTAL

3635.66

56

x. Any material event/ development or change at the time of issue or subsequent to the issue which may affect the issue or the investor’s decision to invest/ continue to invest in the debt securities

In the opinion of the Directors of the Company, there have been no material developments after the date of the last financial statements as disclosed in this schedule, which would materially and adversely affect or are likely to affect the trading or profitability of the Company or the value of its assets, or its ability to pay its liabilities within the next twelve months, other than what has been already set out elsewhere in this Schedule.

xi. Particulars of the debt securities issued (i) for consideration other than cash,

whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option Nil.

xii. A list of highest ten holders of each class or kind of securities of the issuer as on the date of application along with parti culars as to number of shares or debt securities held by them and the address of each such holder

TOP TEN LARGEST SHAREHOLDERS OF THE COMPANY AS ON 31st March , 2010

SR. NO.

FOLIO NO.

NAME & ADDRESS OF THE SHAREHOLDER

TOTAL SHARES

% OF CAPITAL

1*

B082075

TGS INVESTMENT AND TRADE PVT LTD 71A MITTAL CHAMBERS 7TH FLOOR NARIMAN POINT MUMBAI 400021

13506736

13.11

2.

L000270

LIFE INSURANCE CORPORATION OF INDIA INVESTMENT DEPARTMENT 6TH FLOOR, WEST WING, CENTRAL OFFICE YOGAKSHEMA, JEEVAN BIMA MARG MUMBAI 400021

9401580

9.13

57

3

H039501

HINDALCO INDUSTRIES LIMITED CENTURY BHAVAN 3RD FLOOR DR ANNIE BEASANT ROAD WORLI, MUMBAI – 400025

8650412

8.40

4 H044619 HSBC GLOBAL INVESTMENT FUNDS

A/C HSBC GLOBAL INVESTMENT FUNDS MAURITIUS LIMITED HSBC SECURITIES SERVICES, 2ND FLOOR PLOT NO. 139-140 B, WESTERN EXP. HIGHWAY SAHAR ROAD JUNCTION VILE PARLE (E) MUMBAI 400057

7400000 7.18

5@

T041411

TURQUOISE INVESTMENT AND FINANCE PRIVATE LTD 1ST FLOOR INDUSTRY HOUSE 159 CHURCHGATE RECLAMATION MUMBAI – 400020

5241092

5.09

6#

T041675

TRAPTI TRADING AND INVESTMENTS PRIVATE LIMITED INDUSTRY HOUSE 1ST FLOOR 159 CHURCHGATE RECLAMATION MUMBAI – 400020

4123935

4.00

7

B048873

BIRLA GROUP HOLDINGS PRIVATE LIMITED INDUSTRY HOUSE 1ST FLOOR 159 CHURCHGATE RECLAMATION MUMBAI 400020

3610300 3.50

8.$

M055810

MANGALAM SERVICES LTD INDUSTRY HOUSE GROUND FLOOR 159 CHURCHGATE RECLAMATION CHURCHGATE, MUMBAI – 400 020

3546111 3.44

58

9

G000112

GRASIM INDUSTRIES LTD CORPORATE FINANCE DIVISION ADITYA BIRLA CENTRE, A-WING 2ND FLOOR, S.K. AHIRE MARG, MUMBAI- 400 025

3345816

3.25

10

Z040730

CITI BANK N. A. ADR DEPT-NY AS DEPOSITARY C/O ICICI BANK LTD.SECURITIES MARKET SERVICES E7/F7 EMPIRE COMPLEX 1ST FLOOR 414 SENAPATI BAPAT MARG LOWER PAREL (WEST) MUMBAI 400013

3262792

3.17

TOTAL

62097090

60.27 * 2,00,000 lakh shares are under lock in upto February 21, 2011 @23,00,000 lakh shares are under lock in upto October , 30, 2012 # 22,00,000 lakh shares are under lock in upto October , 30, 2012 $ 35,00 000 lakh shares are under lock in upto October , 30, 2012 Details of existing Debenture holders as on 31st March,2010:

(i) Secured Redeemable Non- Convertible Debentures of Rs.10 lacs each -23rd Series

Sl No.

Name and address of the Debentureholders Number of Debentures

1 Kotak Mahindra Trustee Company Limited A/c Kotak Mahindra Bond Unit Scheme 99 Deustche Bank AG, DB House , Hazarimal Somani Marg, Next to Sterlite theatre, Fort, P.O.Box No. 1142, Mumbai –400 001

500

59

2 Birla Sun Life Insurance Co. Ltd. Deustche Bank AG, DB House , Hazarimal Somani Marg, Next to Sterlite theatre, Fort, P.O.Box No. 1142, Mumbai- 400 001

250

3 Birla Sun Life Trustee Company Private Limited A/C Birla Sun Life Equity Linked FMP- Series B C/O. Standard Chartered Bank, Securities Services, 23-25, M.G. Road, Fort, Mumbai- 400 001

10

4 Birla Sun Life Trustee Company Private Limited A/C Birla Sun Life Equity Linked FMP- Series D C/O. Standard Chartered Bank, Securities Services, 23-25, M.G. Road, Fort, Mumbai- 400 001

290

5 Export Credit Guarantee Corpn. of India Ltd. Nirmal Bldg, 5th Floor, 241/242 Backbay Reclamation, Nariman Point, Mumbai-400021

100

6 General Insurance Corpn. of India Suraksha Bldg, Investment Department, 170, J.T. Road, Churchgate, Mumbai-400020

100

Total 1250

(ii) Secured Redeemable Non- Convertible Debentures of Rs.10 lacs each -24th Series

Sl No.

Name and address of the Debenture holders Number of Debentures

1 Army Group Insurance Fund AGI Bhawan Ro Tula Ram Marg, PB 14 , PO Vasant Vihar New Delhi - 110057

300

2 Birla Sun Life Insurance Co. Ltd. Deustche Bank AG, DB House , Hazarimal Somani Marg,

100

60

Next to Sterlite theatre, Fort, P.O.Box No. 1142, Mumbai- 400 001

Total 400

(iii) Secured Redeemable Non- Convertible Debentures of Rs.10 lacs each -25th Series

Sl No.


1 Life Insurance Corporation of India- Profit Plus HDFC Bank Ltd Custody Services Trade World , A wing Gr. Floor, Kamla Mills Compound SB Marg, Lower Parel, Mumbai – 400 013

250

2. LIC OF INDIA - MARKET PLUS Investment Department 6th Floor, West Wing, Central Office, Yogakshema , Jeevan Bima Marg, Mumbai – 400 013

250

3. LIC OF INDIA – MONEY PLUS Investment Department 6th Floor, West Wing, Central Office, Yogakshema , Jeevan Bima Marg, Mumbai – 400 013

250

4. LIC OF INDIA – MARKET PLUS –1 Investment Department 6th Floor, West Wing, Central Office, Yogakshema , Jeevan Bima Marg, Mumbai – 400 013

250

5. LIC OF INDIA – CHILD FORTUNE PLUS Custody Services , Kamal Mills Compound, Senapati Marg,

50

61

Lower Parel, Mumbai –400 013

6. LIC OF INDIA – GRATUITY PLUS Investment Department 6th Floor, West Wing, Central Office, Yogakshema , Jeevan Bima Marg, Mumbai – 400 013

50

Total 1100 (iv ) Secured Redeemable Non- Convertible Debentures of Rs.10 lacs each -26th Series

Sl No.


1 Kotak Mahindra Trustee Company Ltd A/c Kotak Flexi Debt Scheme Deustche Bank AG, DB House , Hazarimal Somani Marg, Next to Sterlite theatre, Fort, P.O.Box No. 1142, Mumbai- 400 001

500

2. Army Group Insurance Fund AGI Bhawan Ro Tula Ram Marg, PB 14 , PO Vasant Vihar New Delhi – 110057

300

3. Reliance Capital Trustee co Ltd A.c Reliance Regular Savings Fund Debt Option Deutsche Bank AG DB House , Hazarimal Somani Marg, Next to Sterlite Theatre, Fort, P.O. Box No 1142, Mumbai - 400 001

350

4. Birla Sun Life Insurance Company Ltd Deutsche Bank AG DB House , Hazarimal Somani Marg, Next to Sterlite Theatre, Fort,

250

62

P.O. Box No 1142, Mumbai - 400 001

5. Royal Sundaram Alliance Insurance Company Limited C/o Standard Chartered Bank Custody, SVS SVS, 23-25 M.G. ROAD, FORT, MUMBAI – 400 001

200

6. The Federal Bank Limited Tre asury Department Federal Towers Marine Drive, Ernakulam – 682031

150

7.

Max New York Life Insurance Company Limited HSBC Securities Services 2nd Floor, Shiv , Plot no 139- 140 B Western Express Highway Sahar Road Junction, Vile Parle, Mumbai –400 057

70

8. Sundaram BNP Paribas Mutual Fund A/c Sundaram BNP Paribas Monthly Income Plan- C/o Standard Chartered Bank Security Services 23-25, MG. Road, Fort Mumbai- 400 001

35

9 Sundaram BNP Paribas Mutual Fund A/c Sundaram BNP Paribas Monthly Income Plan- Conservative Plan C/o Standard Chartered Bank Security Services 23-25, MG. Road, Fort Mumbai- 400 001

10

10. Sundaram BNP Paribas Mutual Fund A/c Sundaram BNP Paribas Monthly Income Plan- Aggressive Plan C/o Standard Chartered Bank Security Services 23-25, MG. Road, Fort Mumbai-400 001

5

11 Allhabad Bank Allahad Bank – Treasury Branch, Allahabad Bank Building,

50

63

3rd Floor, 37,Mumbai Samachar Marg Fort , Mumbai - 400 023

12 Aditya Birla Chemicals ( India ) Limited

Garhwa Road, P O Rehla District Palamau, Jharkan - 822124

50

13 Max New York Life Insurance Company Limited HSBC Securities Services 2nd Floor, Shiv , Plot no 139- 140 B Western Express Highway Sahar Road Junction, Vile Parle, Mumbai –400 057

20


5


3


2

64

17 Kotak Mahindra Trustee Company Limited A/c Kotak Mahindra Bond Short Term Plan Deustche Bank AG, DB House , Hazarimal Somani Marg, Next to Sterlite theatre, Fort, P.O.Box No. 1142, Mumbai- 400 001

250

Total 2250 iv ) Secured Rede emable Non- Convertible Debentures of Rs.10 lacs each -27th Series

Sl No.


1 Birla Sun Life Trustee Company Private Ltd A/c Birla Sun Life Dynamic Bond Fund C/o Standard Chartered Bank Security Services 23-25, MG. Road, Fort Mumbai-400 001

1200

2. Birla Sun Life Trustee Company Private Ltd A/c Birla Sun Life Medium Term Plan C/o Standard Chartered Bank Security Services 23-25, MG. Road, Fort Mumbai-400 001

400

3. Reliance Life Insurance Company Ltd Deustche Bank AG, DB House , Hazarimal Somani Marg, Next to Sterlite theatre, Fort, P.O.Box No. 1142, Mumbai- 400 001

250

4. United India Insurance Company Ltd 24, Whites Road, Chennai – 600 014

100

5. Star Union Dai – ICHI Life Insurance Company Ltd C/o Standard Chartered Bank Security Services 23-25, MG. Road, Fort Mumbai-400 001

50

Total 2000

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xiii. An undertaking that the issuer shall use a common form of transfer

The debentures would be issued in Dematerialsed form. However, ABNL would use the common transfer form for physical holding if any

xiv. Redemption amount, period of maturity, yield on redemption

Pls refer to the issue terms as mentioned in the next point no. xv. xv. Information relating to the terms of offer or purchase

The issuer proposes to issue Unsecured Redeemable Non -Convertible Debentures (28th Series) aggregating to Rs 200.crs

Object of the issue The proceeds of the issue will be utilized to meet the funding requirements for general corporate purposes of the Company.


Instrument Unsecured Redeemable Non – Convertible Debenture

Credit Rating “LAA +” by ICRA


Minimum Application Size

Rs. 1 crore and in multiples of Rs. 1 crore thereof.

Tenor 3 Years

Redemption At par at on 10th May, 2013

Coupon Rate 7.90% per annum


Interest on Application Money*

*Interest on Subscription money will be payable at the Coupon Rate from the Date of Subscription till the day prior to the Date of Allotment and the interest amount shall be paid immediately on allotment. Interest on

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subscription money shall not be payable if the Date of Subscription and the Date of Allotment is same.


Form of issuance Only in Dematerialized form

Trustee AXIS TRUSTEE SERVICES LIMITED

Settlement Payment of interest and principal will be made by way of Cheques / DD’s / Electronic mode.

Record Date The ‘Record Date’ for the Debentures shall be 15 days prior to each interest payment and/ or principal repayment date.

Listing At the “WDM” segment of NSE and/or BSE. The Issuer shall comply with all the applicable provisions of the listing agreement, inter alia, to maintain 100% asset cover sufficient to discharge the principal amount at all times for the debt securities issued.

*subject to Tax Deduction at Source if any Deemed Date of Allotment All benefits related to the Debentures will be available to the allottees from the Deemed Date of Allotment. The actual allotment of the Debentures may take place on a date other than the Deemed Date of Allotment. The Company will pay interest on the application money from the date of realisation of Cheque(s)/Demand draft(s), realisation of funds through RTGS transfer up to, but not including the Deemed Date of Allotment, in respect of the application money. The actual payment, if any, would be on the first interest payment date. Underwriting: The Company reserves the right to appoint one or more underwriters as underwriters to any given series as it may deem fit or as it may be advised by the relevant Arrangers and the same shall be disclosed in the relevant Pricing Supplement. Security The offered instrument will be unsecured.

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Book Closure Date The Company’s Register of Debenture holders will be closed for the purposes of payment of interest or redemption of Debentures, as the case may be, 15 days prior to the respective due date. Interest The Interest Rate on the principal amount of Debentures outstanding shall be payable in arrears, (subject to deduction of tax at source at the rates prevailing from time to time under the provisions of the Income Tax Act, 1961, or any other statutory modification or re-enactment thereof for which a certificate will be issued by the Bank) from the Deemed Date of Allotment. Interest will be paid every year at an interval of one year from deemed date of allotment, being the due date of payment of interest under Debentures Tax Deduction at Source Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re -enactment thereof will be deducted at source. Tax exemption certificate/document, under Section 193 of the Income Tax Act, 1961, if any, must be lodged at the registered office of the Company or at such other place as may be notified by the company in writing, at least 30 calendar days before the interest payment dates. Tax exemption certificate/document in respect of non-deduction of tax at source on interest on application money, must be submitted along with the Application Form. However, Finance Act 2008 has inserted clause (ix) under the proviso to Section 193, which reads as under:

“Any interest payable on any security issued by a company, where such security is in dematerialized form and is listed on a recognized stock exchange in India in accordance with the Securities Contracts (Regulation) Act, 1956 and rules made thereunder.”

The amendment, which will be effective 1st June 2008, will have following implications:

Tax will not to be deducted at source by the Company from interest paid on these debentures issued by the company, which are listed on the recognized stock exchanges and held in dematerialised form by investors.

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Computation of interest Interest will be computed on ‘actual/ 365’, on the face value of principal outstanding on the Debentures at the respective coupon rate rounded off to the nearest Rupee. In case of leap year, the interest will be computed on ‘actual/ 366’, on the face value of principal outstanding on the Debentures at the respective coupon rate rounded off to the nearest Rupee. Effect of Holidays Should any of dates defined above or elsewhere in the Umbrella Offering, excepting the Date of Allotment, fall on a Sunday or a Public Holiday in Mumbai, the interest for the period would be paid on the immediate succeeding working day in Mumbai with interest upto the day preceding the actual date of payment. The interest for the next succeeding interest period will correspondingly be adjusted. Redemption of Debentures The payment on redemption will be made in the name of the sole holder or first holder (in case of joint holders) whose name appears in the list of beneficial owners given by the depository on the Record Date. The Company’s liability to Debenture holders towards all their rights, including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further, the Company will not be liable to pay any interest, income or compensation of any kind from the date of such redemption of the Debentures. On dispatching the amounts as specified above in respect of the Debentures, the liability of the Company shall stand extinguished. Right of the Company to Purchase, Re -sell and Re-issue Debentures Purchase and Resale of Debentures: The Company may, at any time and from time to time, purchase Debentures under this issue at discount, at par or pre mium in the open market or otherwise. Such Debentures may, at the option of the Company, be cancelled, held or resold. Reissue of Debentures: Where the Company has redeemed any such Debentures, subject to the provisions of Section 121 of the Companies Act, 1956 and other

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applicable legal provisions, the Company shall have and shall be deemed always to have had the right to keep such Debentures alive for the purpose of reissue and in exercising such right, the Company shall have and shall be deemed always to have had the power to reissue such Debentures either by reissuing the same Debentures or by issuing other Debentures in their place in either case, at such a price and on such terms and conditions (including any variations, dropping of or additions to any terms and conditions originally stipulated) as the Company may deem fit. Future Borrowings The Company will be entitled to borrow/raise loans or avail of financial assistance in whatever form as also issue Debentures/Bonds/other securities in any manner having such ranking in priority, pari passu or otherwise and change the capital structure including the issue of shares of any class, on such terms and conditions as the Company may think appropriate, without the consent of, or intimation to, the Debentureholders or the Trustees in this connection. Letter/s of allotment/refund order(s) and interest in case of delay in despatch The issuer shall credit the allotted securities to the respective beneficiary account/dispatch the letter of allotment/letter(s) of regret/refund order(s) as the case may by registered post/courier at the applicant’s sole risk within 30 days from the date of closure of the Issue. The issuer further agrees to pay interest as per the applicable provisions of the Companies Act, 1956, if the allotment letters/refund orders have not been dispatched to the applicants within 30 days from the date of the closure of the issue Right to Accept or Reject Applications The Company is entitled at its sole and absolute discretion, to accept or reject any application or commitment, in part or in full, without assigning any reason. The Application Forms, which are not complete in all respects, are liable to be rejected. The rejected applicant(s) will be intimated along with the refund warrant(s) within 15 days of closure of the subscription list. Who can apply Only those investors, who have been addressed through a communication directly, are eligible to apply. No other investor can apply. The categories of the investors, to whom the communication has been directed, are:

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∗ Companies and bodies corporate ∗ Commercial banks ∗ Regional Rural banks ∗ Financial Institutions ∗ Investment Institutions ∗ Mutual funds ∗ Insurance companies Submission of Documents Investors should submit the following documents, wherever applicable: a. Memorandum and Articles of Association/ Documents governing Constitution b. Government Notification/Certificate of incorporation c. SEBI Registration Certificate, if applicable d. Resolution authorizing investment along with operating instructions e. Power of Attorney (original & certified true copy) f. Form 15AA granting exemption from TDS on interest g. Form 15H for claiming exemption from TDS on interest on application money, if

any. h. Order u/s197 of Income Tax Act, 1961 i. Order u/s10 of Income Tax Act, 1961 j. Specimen signatures of authorised persons. Governing Law The Debentures shall be construed to be governed in accordance with Indian Law. The competent courts at Mumbai alone shall have jurisdiction in connection with any matter arising out of or under these precincts. Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debentures to be issued to the allottees and the Debenture Trust Deed / Trustee Agreement. How to Apply Applications for the Debentures must be made in the prescribed form, and must be completed in block letters in English. Application Forms must be accompanied by either a demand draft or cheque, drawn or made payable in favour of "Aditya Birla Nuvo Limited" and crossed Account Payee only. Application money can also be remitted by electronic mode.

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Application will be acce pted for a minimum of 50 Debentures and in multiples of 10 Debentures thereafter. Cheques/demand drafts may be drawn on any bank including a co -operative bank, which is situated at and is a member or sub-member of the Banker’s Clearing House located at Mumbai. Outstation / post dated cheque(s), money order (s), postal order (s), Cash and Stock Invests will not be accepted. The Company assumes no responsibility for any application(s)/ cheque(s)/Demand draft(s) lost in mail. Notices The notices to the Debentureholder(s) required to be given by the Company or the Trustees shall be deemed to have been given if sent by registered post to the sole/first allottee or sole/first registered holder of the Debentures, as the case may be. All notices to be given by the Debentureholder(s) shall be sent by registered post or by hand delivery to Registrars or to such persons at such address as may be notified by the Company from time to time. All transfer related documents, tax exemption certificates, intimation for loss of Letter of Allotment/Debenture(s) etc., requests for issue of duplicate debentures, interest warrants etc. and/or any other notices/correspondence by the Debentureholder(s) to the Company with regard to the issue should be sent by Registered Post or by hand delivery to the Registrar, or to such persons at such persons at such address as may be notified by the Company from time to time. Applications under Power of Attorney Original power of attorney or the relevant authority together with its certified true copy as the case may be along with the names and specimen signatures of all the authorised signatories and the tax exemption certificate/document, if any, must be lodged at the time of submission of the completed application form. Further modifications/additions in the power of attorney or authority should be notified to the Company at its registered office. Disclosure Clause In the event of default in the repayment of the principal and/or interest thereon on the due dates, the investors and/or the Reserve Bank of India/SEBI will have an

72

unqualified right to disclose or publish the name of the borrower and its directors as defaulter in such manner and through such medium as the Investors and/or the Reserve Bank of India in their absolute discretion may think fit. Over and above the aforesaid Terms and Conditions, the said Debentures shall be subject to the Terms and Conditions to be incorporated in the Debenture Trust Deed/Trustee Agreement. Registrars Activities relating to R&T Agent are carried out in-house by the Share Department of the Company. Requests for registration of transfer, along with Debenture Certificates/Letters of Allotment and appropriate transfer documents should be sent to the Registrars. The transferee shall also furnish name, address and specimen signatures and wherever necessary, authority for purchase of Debentures. The Registrars after examining the adequacy and correctness of the documentation shall register the transfer in its books. However, as the NCDs are compulsory issued in demat mode, this may not be applicable. Trustees The Company has appointed AXIS Trustee Services Limited as Debenture Trustees registered with SEBI, for the holders of the Debentures (hereinafter referred to as ‘Trustees’). The Company will enter into a Trustee Agreement/Trust Deed, inter-alia, specifying the powers, authorities and obligations of the Company and the Trustees in respect of the Debentures. The Debenture holders shall, without any further act or deed, be deemed to have irrevocably given their consent to and authorised the Trustees or any of their Agents or authorised officials to do, inter alia, all such acts, deeds and things necessary in respect of or relating to the security to be created for securing the Debentures being offered in terms of this Memorandum of Private Placement. All rights and remedies under the Debenture Trust Deed and/or other security documents shall rest in and be exercised by the Trustees without having it referred to the Debenture holders. Any payment made by the Company to the Trustees on behalf of the Debenture holder(s) shall discharge the Company pro tanto to the Debenture holder(s). Debenture holder not a Shareholder The Debenture holders will not be entitled to any of the rights and privileges available to the Shareholders.

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Modification of Rights The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders, provided that nothing in such consent or resolution shall be operative against the Company where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Company. Debenture Redemption Reserve The Company will create Debenture Redemption Reserve (DRR) as may be required in case of privately placed debentures. As per extant circular no. 6/3/2001-CL.V dated 18.04.2002 issued by the Government of India with respect to creation of Debenture Redemption Reserve, for manufacturing and infrastructure companies, the adequacy of DRR is defined at 25% of the value of debentures issued through private placement route. In terms of extant provisions of Companies Act, 1956, the Company is required to create Debenture Redemption Reserve out of profits, if any, earned by the Company. The Company shall create a Debenture Redemption Reserve (‘DRR’) and credit to the DRR such amounts as applicable under provisions of Section 117C of the Companies Act 1956 (as amended from time to time) or any other relevant statute(s), as applicable. xvi. The discount at which such offer is made and the effective price for the

investor as a result of such discount

The Debentures are being issued at face value and not at discount to offer price. xvii. The debt equity ratio prior to and after issue of the debt security :

Based on 31st December, 09 unaudited Accounts of the Company: (a) Debt Equity Ratio prior to issue of the Debt security 0.75:1 (b) Debt Equity Ratio after issue of the Debt security 0.80:1

xviii. Servicing behavior on existing debt securities, payment of due interest on due

dates on term loans and debt securities

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Company is prompt and regular in servicing of the existing debts. Company has been paying interest & principal on due dates on term loans and debt securities. No default has been committed by the Company in this regard and there are no overdues or defaults on Company’s debt obligations

xix. That the permission/ consent from the prior creditor for a second or pari

passu charge being created in favour of the trustees to the proposed issue has been obtained

No permission from creditors required as the debentures offered are unsecured.

xx. The names of the debenture trustee(s) shall be mentioned with a statement to the effect that debenture trustee(s) has given his consent to the issuer for his appointment under regulation 4 (4) and also in all the subsequent periodical communications sent to the holders of debt securities.

AXIS Trustee Services Limited, Maker Tower F Building, 13th Floor, Cuffe Parade, Colaba, Mumbai 400005, has been appointed to act as the Trustees for the Debenture holders (hereinafter referred to as “Trustees”). All remedies of the Debenture holder(s) for the amounts due on the Debentures will be vested with the Trustees on behalf of the Debenture holder(s). Trustee’s have accorded their consent vide their letter dated 4th May, 2010. The Debenture holders shall without any further act or deed be deemed to have irrevocably given their consent to and authorize the Trustees or any of their Agents or authorized officials to do inter alia acts, deeds and things necessary in respect of or relating to the creation of security in terms of this Memorandum of Private Placement.

xxi. The rating rationale(s) adopted by the rating agencies shall be disclosed

The rating rationale as released by ICRA is attached in the end of this document.

xxii. Names of all the recognized stock exchanges where securities are proposed to

be listed clearly indicating the designated stock exchange and also whether in principle approval from the recognized stock exchange has been obtained

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The Unsecured Redeemable Non-Convertible Debentures (28th Series) are proposed to be listed on WDM segment of NSE and/or BSE. The exchanges would issue in principle listing approval on submission of disclosures complying with Schedule I of SEBI guidelines.

xxiii. A summary term sheet Issuer Aditya Birla Nuvo Limited


Object of the Issue The proceeds of the issue will be utilized to meet the funding requirements for general corporate purposes of the Company.

Instrument Unsecured Redeemable Non-Convertible Debentures.

Instrument form Only in Demat mode

Credit Rating “LAA+” by ICRA Ratings


Issue Price At par

Minimum Application Size Rs. 1 crore

Tenor 3 years

Redemption At par on 10th May, 2013

Coupon Rate 7.90% per annum


Interest on Application Money

Interest on application money will be payable at the Coupon Rate from the Date of Subscription till the day prior to the Date of Allotment and the interest amount shall be paid immediately on allotment. Interest on subscription money shall not be payable if the Date of Subscription and the Date of Allotment is same.


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Interest Calculation The interest on the outstanding principal for each annual period would be calculated on an actual /365 day count basis and in case of a leap year actual/366 days count basis.

Form of issuance Only in Dematerialized form

Listing At the “WDM” segment of NSE and/or BSE. The Issuer shall comply with all the applicable provisions of the listing agreement with the NSE and/or BSE, inter alia, to maintain 100% asset cover sufficient to discharge the principal amount at all times for the debt securities issued.

Depository NSDL / CDSL

Trustee Axis Trustee Services Limited

Settlement Payment of interest and principal will be made by way of Cheques / DD’s / Electronic mode.

Record Date The ‘Record Date’ for the Debentures shall be 15 days prior to each interest payment and/ or principal repayment date.

Depository National Securities Depository Ltd. and Central Depository Services (India) Ltd. (NSDL / CDSL)

Issue Schedule Opening 11th May, 2010

Issue Closing 11th May, 2010

Deemed Date of Allotment 11th May , 2010

# The issuer reserves the right to change the issue closing date and in such an event, the Date of Allotment for the Debentures may also be revised by the issuer at its sole and absolute discretion. In the event of any change in the above issue programme, the issuer will intimate the investors about the revised issue programme. DISCLAIMER CLAUSE This Disclosure Document is neither a prospectus nor a statement lieu of prospectus and does not constitute an offer to the public to subscribe for or otherwise acquire the Debenture issued by the Issuer. Apart from this Disclosure Document, no offer document or prospectus has been prepared in connection with this Issue and no prospectus in relation to the Issuer or the Debentures relating to this Offer has been delivere d for registration nor such a document is required to be registered under the applicable laws. This Disclosure Document is issued by the issuer and has been

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prepared by the issuer to provide general information on the company and does not purport to contai n all the information a potential investor may require. This information relating to the issuer contained in the Disclosure Document is believed by the issuer to be accurate in all respects as of the date hereof. DECLARATION It is hereby declared that this Disclosure Document contains full disclosure in accordance with Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008. The Issuer also confirms that this Disclosure Document does not omit disclosure of any material fact, which may make the statements made therein, in the light of the circumstances under which they are made, misleading. The Disclosure Document also does not contain any false or misleading statement. The Issuer accepts no responsibility for the statements made otherwise than in this Disclosure Document or in any other material issued by or at the instance of the Issuer and that any one placing reliance on any other source of information would be doing so at his own risk. Aditya Birla Nuvo Limited Authorised Signatories Place: Mumbai Date: 5th May, 2010