IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) “QUALIFIED

INSTITUTIONAL BUYERS” UNDER RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933,

OR (2) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER

THE U.S. SECURITIES ACT.

IMPORTANT: You must read the following disclaimer before continuing. The following

disclaimer applies to the offering document (the “Placement Document”) following this page and you

are therefore advised to read this disclaimer carefully before reading, accessing or making any other use

of the Placement Document. In accessing the Placement Document, you have acknowledged and

agreed to be bound by the following restrictions, terms and conditions, including any modifications to

them from time to time, each time you receive any information from us as a result of such access. You

acknowledge that the Placement Document is intended for use by you only and you agree not to

forward it to any other person, internal or external to your company, in whole or in part, or

otherwise provide access via e-mail or otherwise to any other person.

NOTHING HEREIN CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY

JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN,

AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE

"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES

OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN

THE UNITED STATES EXCEPT TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED

UNDER RULE 144A OF THE SECURITIES ACT (“QIBs”) OR, OUTSIDE THE UNITED STATES

OTHER THAN IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT AND

APPLICABLE STATE AND LOCAL SECURITIES LAWS.

THE PLACEMENT DOCUMENT MAY NOT BE DOWNLOADED, FORWARDED OR

DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND MAY NOT BE

REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE

FORWARDED, IN WHOLE OR IN PART, TO ANY U.S. ADDRESS. ANY DOWNLOADING,

FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR

IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT

IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER

JURISDICTIONS.

THE PLACEMENT DOCUMENT HAS NOT BEEN AND WILL NOT BE REGISTERED AS A

PROSPECTUS OR A STATEMENT IN LIEU OF PROSPECTUS WITH ANY REGISTRAR OF

COMPANIES IN INDIA AND IS NOT AND SHOULD NOT BE CONSTRUED AS AN OFFER

DOCUMENT UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF

CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE

“SEBI REGULATIONS”) OR ANY OTHER APPLICABLE LAW. THE PLACEMENT

DOCUMENT HAS NOT BEEN AND WILL NOT BE REVIEWED OR APPROVED BY ANY

REGULATORY AUTHORITY IN INDIA, INCLUDING THE SECURITIES AND EXCHANGE

BOARD OF INDIA, THE RESERVE BANK OF INDIA, ANY REGISTRAR OF COMPANIES IN

INDIA OR ANY STOCK EXCHANGE IN INDIA. THE PLACEMENT DOCUMENT IS NOT AND

SHOULD NOT BE CONSTRUED AS AN INVITATION, OFFER OR SALE OF ANY SECURITIES

TO THE PUBLIC IN INDIA.

You have accessed the Placement Document on the basis that you have confirmed your representation

to Religare Capital Markets Limited that (1) you are either (a) not resident in the United States as

defined in Regulation S under the Securities Act and, to the extent you purchase the securities described

in the Placement Document, you will be doing so pursuant to Regulation S under the Securities Act or

(b) a QIB within the definition under Rule 144A under the Securities Act of 1933; (2) you are a

“qualified institutional buyer” as defined under Regulation 2(1)(zd) in the SEBI Regulations and are

not restricted from participating in the offering under the SEBI Regulations and other applicable laws,

(3) you are not a resident in a country where delivery of the attached Placement Document by

electronic transmission may not be lawfully made in accordance with the laws of the applicable

jurisdiction AND (4) that you consent to delivery of the Placement Document by electronic

transmission. You are reminded that the Placement Document has been delivered to you on the basis

that you are a person into whose possession the Placement Document may be lawfully delivered in

accordance with the laws of jurisdiction in which you are located and you are not authorized to deliver

this Placement Document, electronically or otherwise, to any other person. The materials relating to the

offering of securities referred to in the Placement Document do not constitute, and may not be used in

connection with, an offer or solicitation in any place where offers or solicitations are not permitted by

law.

If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable

to purchase any of the securities described therein.

The Placement Document has been made available to you in electronic form. You are reminded that

documents transmitted through this medium may be altered or changed during the process of

transmission and consequently Religare Capital Markets Limited or any of its respective employees,

representatives or affiliates accepts any liability or responsibility whatsoever in respect of any

discrepancies between the Placement Document distributed to you in electronic format and the hard

copy version.

The Placement Document is intended only for use by the addressee named herein and may contain

legally privileged and/or confidential information. If you are not the intended recipient of the Placement

Document, you are hereby notified that any dissemination, distribution or copying of the Placement

Document is strictly prohibited. If you have received the Placement Document in error, please

immediately notify the sender or Religare Capital Markets Limited by reply email and destroy any

printouts of it.

Neither Religare Capital Markets Limited nor the Company, nor any person who controls any of them

or any of their respective affiliates, directors, officers, employees, agents, representatives or advisers

accepts any liability whatsoever for any loss howsoever arising from any use of this e-mail or the

attached Placement Document or their respective contents or otherwise arising in connection therewith.

Placement Document Not for Circulation Serial Number: [●]

Strictly Confidential

SINTEX INDUSTRIES LIMITED

(Incorporated in the Republic of India as a public limited company with limited liability with corporate identification number of L17110GJ1931PLC000454 under the Companies Act, 1956, as amended (the “Companies Act”))

Sintex Industries Limited (the “Company”) is issuing up to 26,519,114 equity shares with a face value of ` 1 each (the “Equity Shares”) at a price of ` 65.90 per Equity

Share (the “Issue Price”) including a premium of ` 64.90 per Equity Share, aggregating up to ` 1,747,609,612.60 (the “Issue”)

ISSUE IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)

REGULATIONS, 2009, AS AMENDED (THE “SEBI REGULATIONS”)

THIS ISSUE AND THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING MADE IN RELIANCE UPON CHAPTER VIII OF THE SEBI REGULATIONS. THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS WITHIN OR OUTSIDE INDIA OTHER THAN QUALIFIED INSTITUTIONAL BUYERS (THE “QIBS”) (AS DEFINED UNDER THE SEBI REGULATIONS).

Invitations, offers and sales of Equity Shares shall only be made pursuant to this Placement Document, the Bid cum Application Form and the Confirmation of Allocation Note. For further details, please refer to the section titled “Issue Procedure” on page 138 of this Placement Document. The distribution of this Placement Document or the disclosure of its contents without our Company’s prior consent to any person other than QIBs or persons retained by QIBs to advise them with respect to their purchase of the Equity Shares, is unauthorised and prohibited. Each prospective Investor, by accepting delivery of this Placement Document, agrees to observe the foregoing restrictions and to make no copies of this Placement Document or any documents referred to in this Placement Document.

The Preliminary Placement Document and this Placement Document have not been reviewed by the Securities and Exchange Board of India (the “SEBI”), the Reserve Bank of India (the “RBI”), National Stock Exchange of India Limited (the “NSE”), BSE Limited (the “BSE”) or Ahmedabad Stock Exchange Limited (the “ASE”, and together with the NSE and the BSE referred to as the “Stock Exchanges”) or any other regulatory or listing authority and is intended solely for QIBs. This Placement Document has not been and will not be registered as a prospectus with the Registrar of Companies in India, and will not be circulated or distributed to the public in India or any other jurisdiction and will not constitute a public offer in India or any other jurisdiction. This Issue is meant solely for QIBs on a private placement basis and the Equity Shares have not been approved or disapproved by SEBI or any other regulatory authority.

Investments in equity and equity-related securities involve a degree of risk and prospective investors should not invest in this Issue unless they are prepared to take the risk of losing all or part of their investment. Prospective investors are advised to carefully read the section titled “Risk Factors” beginning on page 38 of this Placement Document before taking an investment decision in this Issue. Each prospective investor is advised to consult its advisors about the particular consequences of an investment in the Equity Shares being issued pursuant to this Placement Document.

The information on our Company’s website, the website of the Book Running Lead Manager, or any website directly or indirectly linked to our Company’s website does not form part of this Placement Document and prospective investors should not rely on such information contained in, or available through, such websites.

All of our outstanding Equity Shares are listed on NSE, BSE and ASE. The closing price of the outstanding Equity Shares on the NSE and the BSE on November 7, 2012, was 66.05 and ` 66.05 per Equity Share, respectively. There has been no trading of our Equity Shares on the ASE during the preceding three fiscal years and in the current fiscal year untill the date of this Placement Document. In-principle approvals under Clause 24(a) of the Listing Agreement for listing of the Equity Shares have been received from the NSE, BSE and ASE on November 8, 2012. Applications shall be made for the listing of the Equity Shares issued pursuant to this Issue on the Stock Exchanges. The Stock Exchanges assume no responsibility for

the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares to trading on the Stock Exchanges should not be taken as an indication of the merits of our Company or the Equity Shares.

YOU MAY NOT AND ARE NOT AUTHORISED TO (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2) REPRODUCE THIS PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN A VIOLATION OF THE SEBI REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS.

This Placement Document has been prepared by our Company solely for providing information in connection with this Issue. A copy of the Preliminary Placement Document and this Placement Document have been delivered to the Stock Exchanges.

The Equity Shares issued pursuant to this Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States only to persons who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“Rule 144A”) and referred to in this Placement Document as “U.S. QIBs”; for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investors defined under applicable Indian regulations and referred to in this Placement Document as “QIBs”, and (b) outside the United States in reliance on Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. For further information please refer to the sections titled “Distribution and Solicitation Restrictions” and “Transfer Restrictions” beginning on pages 150 and 147, respectively, of this Placement Document.

The shareholders of our Company have, by way of a resolution dated November 9, 2012, approved a preferential allotment of up to 30,000,000 warrants to certain Promoters of our Company, namely, Opel Securities Private Limited and Kolon Investment Private Limited, in accordance with the provisions of Chapter VII of the SEBI Regulations and the Companies

Act. The issue price for this preferential allotment would not be less than ì 69.01 per Equity Share.

Our Company also proposes to issue, subject to market conditions, foreign currency convertible bonds pursuant to the resolution of the shareholders of our Company dated September 17, 2012. These foreign currency convertible bonds, if issued, will be convertible into Equity Shares with full voting rights at a conversion price to be determined in accordance with the terms and conditions of these foreign currency convertible bonds.

This Placement Document relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This Placement Document is intended for

distribution only to Persons of a type specified in those rules. It must not be delivered to, or relied on by, any other Person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The Dubai Financial Services Authority has not approved this document nor taken steps to verify the information set out in it, and has no responsibility for it. The Equity Shares to which this Placement Document relates may be illiquid and/or subject to restrictions on their resale.

Prospective purchasers of the Equity Shares offered should conduct their own due diligence on the Equity Shares. If you do not understand the contents of this Placement Document you should consult an authorised financial adviser.

This Placement Document is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC.

This Placement Document is dated November 12, 2012.

Book Running Lead Manager

Religare Capital Markets Limited

4th floor, ING House, Plot No: C-12, G Block, Bandra Kurla Complex, Bandra (East),

Mumbai – 400 051, Maharashtra, India

Tel: (91 22) 6766 3653 Fax: (91 22) 6766 3575

E-mail: ameya.deshpande@religare.com Investor Grievance Email: grievance.ibd@religare.com

Website: www.religarecapitalmarkets.com Contact Person: Ameya Deshpande

SEBI Registration No: INM000011062

Placement Document Not for Circulation Serial Number: [●]

Strictly Confidential

TABLE OF CONTENTS

NOTICE TO INVESTORS .................................................................................................................... 1

REPRESENTATIONS BY INVESTORS .............................................................................................. 3

DISCLAIMER CLAUSE OF THE STOCK EXCHANGES ................................................................. 8

CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET

DATA, CURRENCY OF PRESENTATION AND EXCHANGE RATES ........................................... 9

FORWARD LOOKING STATEMENTS ............................................................................................ 12

ENFORCEMENT OF CIVIL LIABILITIES ...................................................................................... 13

AVAILABLE INFORMATION ........................................................................................................... 14

DEFINITIONS AND ABBREVIATIONS ........................................................................................... 15

SUMMARY OF THE ISSUE ............................................................................................................... 22

SUMMARY OF BUSINESS ................................................................................................................. 24

SUMMARY FINANCIAL INFORMATION....................................................................................... 30

RISK FACTORS .................................................................................................................................. 38

MARKET PRICE INFORMATION ................................................................................................... 60

USE OF PROCEEDS ........................................................................................................................... 63

CAPITALISATION AND INDEBTEDNESS ...................................................................................... 64

DIVIDEND POLICY ........................................................................................................................... 65

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS ............................................................................................................. 66

INDUSTRY OVERVIEW .................................................................................................................... 88

BUSINESS ........................................................................................................................................... 108

BOARD OF DIRECTORS AND SENIOR MANAGEMENT ............................................................ 124

PRINCIPAL SHAREHOLDERS ........................................................................................................ 131

LEGAL PROCEEDINGS ................................................................................................................... 137

ISSUE PROCEDURE ......................................................................................................................... 138

PLACEMENT AND LOCK-UP.......................................................................................................... 146

TRANSFER RESTRICTIONS ........................................................................................................... 147

DISTRIBUTION AND SOLICITATION RESTRICTIONS ............................................................. 150

INDIAN SECURITIES MARKET...................................................................................................... 157

DESCRIPTION OF THE SHARES .................................................................................................... 160

TAXATION ......................................................................................................................................... 166

GENERAL INFORMATION ............................................................................................................. 171

INDEPENDENT ACCOUNTANTS.................................................................................................... 172

LEGAL MATTERS ............................................................................................................................ 173

FINANCIAL STATEMENTS ............................................................................................................. 174

DECLARATION ................................................................................................................................. 175

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NOTICE TO INVESTORS Our Company has furnished, and accepts full responsibility for, the information contained in this Placement Document and confirms that, to the best of its knowledge and belief, having made all reasonable enquiries, this Placement Document contains all information with respect to our Company, its Subsidiaries and the Equity Shares which is material in the context of this Issue. The statements contained in this Placement Document relating to our Company, its Subsidiaries and the Equity Shares are, in all material respects, true and accurate and not misleading. The opinions and intentions expressed in this Placement Document with regard to our Company, its Subsidiaries and the Equity Shares are honestly held, have been reached after considering all relevant circumstances, are based on information presently available to our Company and are based on reasonable assumptions. There are no other facts in relation to our Company, its Subsidiaries and the Equity Shares, the omission of which would, in the context of the Issue, make any statement in this Placement Document misleading in any material respect. Further, all reasonable enquiries have been made by our Company to ascertain such facts and to verify the accuracy of all such information and statements. The Book Running Lead Manager has not separately verified the information contained in this Placement Document (financial, legal or otherwise). Accordingly, neither the Book Running Lead Manager nor any of its members, employees, counsel, officers, directors, representatives, agents or affiliates make any express or implied representation, warranty or undertaking, and no responsibility or liability is accepted by the Book Running Lead Manager as to the accuracy or completeness of the information contained in this Placement Document or any other information supplied in connection with the Equity Shares. Each person receiving this Placement Document acknowledges that such person has not relied on the Book Running Lead Manager or any of its members, employees, counsel, officers, directors, representatives, agents or on any person affiliated with the Book Running Lead Manager in connection with its investigation of the accuracy of such information or its investment decision, and each such person must rely on its own examination of our Company, its Subsidiaries and the merits and risks involved in investing in the Equity Shares. No person is authorised to give any information or to make any representation not contained in this Placement Document and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of our Company or the Book Running Lead Manager. The delivery of this Placement Document at any time does not imply that the information contained in it is correct as at any time subsequent to its date. The Equity Shares issued pursuant to this Issue have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any other federal or state securities commission in the United States or the securities commission of any non-U.S. jurisdiction or any other U.S. or non-U.S. regulatory authority. None of these authorities has passed on or endorsed the merits of this Issue or the accuracy or adequacy of this Placement Document. Any representation to the contrary is a criminal offence in the United States and may be a criminal offence in other jurisdictions.

Within the United States, this Placement Document is being provided only to U.S. QIBs who have been deemed to have made the representations set forth in the “Transfer Restrictions” section. Distribution of this Placement Document to any person other than the offeree specified by the Book Running Lead Manager or its representatives, and those persons, if any, retained to advise such offeree with respect thereto, is unauthorised and any disclosure of its contents, without the prior written consent of our Company, is prohibited. Any reproduction or distribution of this Placement Document in the United States, in whole or in part, and any disclosure of its contents to any other person is prohibited. This Placement Document has been prepared on the basis that all offers of Equity Shares will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area (“EEA”), from the requirement to produce a prospectus for offers of Equity Shares. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State (as defined below) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Accordingly, any person making or intending to make an offer within the EEA of Equity Shares which are the subject of the placement contemplated in this Placement Document should only do so in circumstances in which no obligation arises for our Company or the Book Running Lead Manager to produce a prospectus for such offer. Neither the Company nor the Book Running Lead Manager has authorised, nor do they authorise, the making of any offer of Equity Shares through any financial intermediary,

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other than the offer made by the Book Running Lead Manager which constitutes the final placement of the Equity Shares contemplated in this Placement Document.

This Placement Document is an advertisement and is not a prospectus for the purposes of EU Directive

2003/71/EC. The distribution of this Placement Document and the Issue may be restricted by law in certain jurisdictions. As such, this Placement Document does not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. In particular, no action has been taken by our Company or the Book Running Lead Manager, which would permit an offering of the Equity Shares or distribution of this Placement Document in any jurisdiction, other than India, where action for that purpose is required. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and neither this Placement Document nor any offering material in connection with the Equity Shares may be distributed or published in or from any country or jurisdiction, except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. For further details, please refer to “Distribution and Solicitation Restrictions” on page 150 of this Placement Document. In making an investment decision, prospective investors must rely on their own examination of our Company and its Subsidiaries and the terms of this Issue, including the merits and risks involved. Investors should not construe the contents of this Placement Document as legal, tax, accounting or investment advice. Investors should consult their own counsel and advisors as to business, legal, tax, accounting and related matters concerning this Issue. In addition, neither our Company nor the Book Running Lead Manager are making any representation to any offeree or purchaser of the Equity Shares regarding the legality of an investment in the Equity Shares by such offeree or purchaser under applicable legal, investment or similar laws or regulations. Each purchaser of the Equity Shares in this Issue is deemed to have acknowledged, represented and agreed that it is eligible to invest in India and in our Company under Indian law, including Chapter VIII of the SEBI Regulations and that it is not prohibited by SEBI or any other statutory authority from buying, selling or dealing in securities. Each purchaser of Equity Shares in this Issue also acknowledges that it has been afforded an opportunity to request from our Company and review information relating to our Company, its Subsidiaries and the Equity Shares. The information on our Company’s website, the website of the Book Running Lead Manager, or any website directly or indirectly linked to our Company’s website does not form part of this Placement Document. Prospective investors should not rely on the information contained in, or available through such websites. This Placement Document contains summaries of certain documents. All such summaries are qualified in their entirety by the terms and conditions of such documents.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT NOR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

3

REPRESENTATIONS BY INVESTORS All references to "you" or “your” in this section are to each prospective investor in the Issue. By subscribing to any Equity Shares in this Issue, you are deemed to have represented and warranted to our Company and the Book Running Lead Manager, and acknowledged and agreed as follows:

• You are a QIB as defined in Regulation 2(1)(zd) of the SEBI Regulations, having a valid and existing registration under the applicable laws and regulations of India and undertake to acquire, hold, manage or dispose of any Equity Shares that are allocated to you for the purposes of your business in accordance with Chapter VIII of the SEBI Regulations;

• If you are Allotted Equity Shares pursuant to the Issue, you shall not, for a period of one year from the date of Allotment, sell the Equity Shares so acquired except on any of the Stock Exchanges;

• You are aware that the Equity Shares have not been and will not be registered under the Companies Act, the SEBI Regulations or under any other law in force in India. This Placement Document has not been verified or affirmed by SEBI or the Stock Exchanges and will not be filed with any Registrar of Companies. The Placement Document has been filed with the Stock Exchanges and has been displayed on the websites of our Company and the Stock Exchanges;

• You confirm that, either: (a) you have not participated in or attended any investor meetings or presentations by our Company or its agents (“Company Presentations”) with regard to our Company or the Issue; or (b) if you have participated in or attended any Company Presentations: (i) you understand and acknowledge that the Book Running Lead Manager may not have knowledge of the statements that our Company or its agents may have made at such Company Presentations and are, therefore, unable to determine whether the information provided to you at such Company Presentations may have included any material misstatements or omissions, and, accordingly, you acknowledge that the Book Running Lead Manager has advised you not to rely in any way on any information that was provided to you at such Company Presentations, and (ii) confirm that you have not been provided any material information that was not publicly available;

• You have all necessary capacity and have obtained all necessary consents and authorities to enable you to commit to this participation in the Issue and to perform your obligations in relation thereto (including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents and authorities to agree to the terms set out or referred to in the Placement Document) and will honour such obligations;

• Neither our Company nor the Book Running Lead Manager, nor any of their respective shareholders, directors, officers, employees, representatives, agents or affiliates are making any recommendation to you, advising you regarding the suitability of any transactions it may enter into in connection with the Issue and that participation in the Issue is on the basis that you are not and will not be a client of the Book Running Lead Manager and that the Book Running Lead Manager has no duties or responsibilities to you for providing the protection afforded to its clients or customers or for providing advice in relation to the Issue and are in no way acting in a fiduciary capacity;

• All statements other than statements of historical fact included in this Placement Document, including, without limitation, those regarding our Company's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to our Company's business), are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our Company's present and future business strategies and the environment in which our Company will operate in the future. You should not place undue reliance on forward-looking statements, which speak only as at the date of this Placement Document. Our Company assumes no responsibility to update any of the forward-looking statements contained in this Placement Document;

• You are aware and understand that the Equity Shares are being offered only to QIBs and are not being offered to the general public and the Allotment of the same shall be on a discretionary basis;

4

• You have been provided a serially numbered copy of the Preliminary Placement Document and this Placement Document and you have read each of them in their entirety;

• You have made, or have been deemed to have made, as applicable, the representations and warranties as set forth in the section “Transfer Restrictions” on page 147 and “Distribution and Solicitation Restrictions” on page 150 of this Placement Document;

• In making your investment decision, you have (i) relied on your own examination of our Company and the terms of the Issue, including the merits and risks involved; (ii) made your own assessment of our Company, its Subsidiaries, the Equity Shares and the terms of the Issue based solely on the information contained in this Placement Document and no other disclosure or representation by our Company or any other party; (iii) consulted your own independent advisors or otherwise, including tax advisers, have satisfied yourself concerning without limitation, the effects of local laws and taxation matters; (iv) relied upon your own investigation and resources, or such information as is publicly available; and (v) received all information that you believe is necessary and appropriate in order to make an investment decision in respect of our Company and this Issue;

• You have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Equity Shares and you and any accounts for which you are subscribing in this Issue (i) are able to bear the economic risk of the investment in the Equity Shares; (ii) will not look to our Company or the Book Running Lead Manager or any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates for all or part of any such loss or losses that may be suffered in connection with the Issue, including losses arising out of non-performance by our Company of any of its respective obligations or any breach of any representations and warranties by our Company, whether to you or others; (iii) are able to sustain a complete loss on the investment in the Equity Shares; (iv) have no need for liquidity with respect to the investment in the Equity Shares; and (v) have no reason to anticipate any change in your or their circumstances, financial or otherwise, which may cause or require any sale or distribution by you or them of all or any part of the Equity Shares;

• If you are acquiring the Equity Shares for one or more managed accounts, you represent and warrant that you are authorised in writing, by each such managed account to acquire the Equity Shares for each managed account and to make (and you hereby make) the representations, warranties, acknowledgements and agreements herein for and on behalf of each such account reading the reference to "you" to include such accounts;

• You are not a Promoter and are not a person related to the Promoter, either directly or indirectly and your Bid does not directly or indirectly represent the Promoter or Promoter Group or persons relating to the Promoter;

• You have no rights under a shareholders' agreement or voting agreement with the Promoter or persons related to the Promoter, no veto rights or right to appoint any nominee director on the Board of Directors other than such rights acquired in the capacity of a lender, which shall not be deemed to be a person related to the Promoter;

• You have no right to withdraw your Bid after the Bid Closing Date;

• You are eligible to Bid and hold the Equity Shares so Allotted and, together with any Equity Shares held by you prior to the Issue, you further confirm that your holding pursuant to the Issue shall not exceed the level permissible as per any applicable regulation;

• The Bids submitted by you would not, upon Allotment, result in triggering a tender offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the "Takeover Code");

• To the best of your knowledge and belief, together with other QIBs in the Issue that belong to the same group or are under common control as you, the Allotment under the Issue shall not, in aggregate, exceed 50% of the Issue. For the purposes of this representation:

(a) the expression 'belongs to the same group' shall derive its meaning from the concept of 'companies

under the same group' as provided in sub-section (11) of Section 372 of the Companies Act; and

5

(b) 'control' shall have the same meaning as is assigned to it under the Takeover Code;

• You are aware that if you, together with any other QIBs belonging to the same group or under common control, are Allotted more than 5% of the Equity Shares in this Issue, our Company will be required to disclose your name, along with the name of such other Allottees and the number of Equity Shares Allotted to you and to such other Allottees on the website of the Stock Exchanges and you consent to such disclosure being made by our Company. For the purposes of this representation, ‘belonging to the same group’ and ‘control‘ shall have the meaning set forth in (a) and (b) above;

• You shall not undertake any trade in the Equity Shares credited to your Depository Participant account until such time that the final listing and trading approvals for the Equity Shares are issued by the Stock Exchanges;

• You are aware that applications have been made to the Stock Exchanges for in-principle approvals for listing and admission of the Equity Shares to trading on the Stock Exchanges' market for listed securities, that such in-principle approvals have been received and that the applications for the final listing and trading approvals will be made only after the Allotment and, therefore, there can be no assurance that such final listing and trading approvals will be obtained on time or at all;

• You are aware and understand that the Book Running Lead Manager will have entered into a placement agreement with our Company (the "Placement Agreement"), whereby the Book Running Lead Manager has, subject to the satisfaction of certain conditions set out therein, undertaken to use best efforts to procure subscriptions for the Equity Shares to be issued pursuant to the Issue;

• That the contents of this Placement Document are exclusively the responsibility of our Company and that neither the Book Running Lead Manager nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Placement Document or any information previously published by or on behalf of our Company and will not be liable for your decision to participate in the Issue based on any information, representation or statement contained in this Placement Document or otherwise. By participating in this Issue, you agree to the same and confirm that you have neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Book Running Lead Manager or our Company or any other person and neither the Book Running Lead Manager nor our Company nor any other person will be liable for your decision to participate in the Issue based on any other information, representation, warranty or statement that you may have obtained or received;

• That the only information you are entitled to rely on, and on which you have relied in committing yourself to acquire the Equity Shares is contained in this Placement Document, such information being all that you deem necessary to make an investment decision in respect of the Equity Shares and that you have neither received nor relied on any other information given or representations, warranties or statements made by the Book Running Lead Manager nor our Company will be liable for your decision to accept an invitation to participate in the Issue based on any other information, representation, warranty or statement;

• You agree to indemnify and hold our Company and the Book Running Lead Manager harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations and warranties in this section, "Representations by Investors" and “Transfer Restrictions” on pages 3 and 147, respectively, of this Placement Document. You agree that the indemnity set forth in this paragraph shall survive any resale of the Equity Shares to be issued pursuant to the Issue;

• You understand that the Equity Shares have not been and will not be registered under the Securities Act or within any securities regulatory authority of any state of the United States and accordingly, may not be offered or sold within the United States, except in reliance upon an exemption from the registration requirements of the Securities Act;

• If you are within the United States, you are an institutional investor meeting the requirements of a U.S. QIB, are acquiring the Equity Shares for your own account or for the account of an institutional investor who also meets the requirements of a U.S. QIB for investment purposes only, and not with a view to, or for resale in connection with, the distribution (within the meaning of any United States securities laws) thereof, in whole or in part. See “Transfer Restrictions”;

6

• You are not acquiring or subscribing for the Equity Shares as a result of any general solicitation or general advertising (as those terms are defined in Regulation D under the Securities Act) or directed selling efforts (as defined in Regulation S) and you understand and agree that offers and sales are being made in reliance on an exemption to the registration requirements of the Securities Act and the Equity Shares may not be eligible for resales under Rule 144A.

• You are eligible to invest in India and in the Equity Shares under all applicable laws, including the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended, and have not been prohibited by the SEBI from buying, selling or dealing in securities;

• That you are a sophisticated investor seeking to purchase the Equity Shares for your own investment and not with a view to distribution;

• Any dispute arising in connection with the Issue will be governed by and construed in accordance with the laws of the Republic of India, and the courts at Mumbai, India shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Issue;

• That (i) an investment in the Equity Shares involves a high degree of risk and that the Equity Shares are, therefore, a speculative investment; (ii) you have sufficient knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risk of the purchase of the Equity Shares; and (iii) you are experienced in investing in private placement transactions of securities of companies in a similar stage of development and in similar jurisdictions and have such knowledge and experience in financial, business and investments matters that you are capable of evaluating the merits and risks of your investment in the Equity Shares;

• You understand that the Book Running Lead Manager does not have any obligation to purchase or acquire all or any part of the Equity Shares purchased by you in the Issue or to support any losses directly or indirectly sustained or incurred by you for any reason whatsoever in connection with the Issue, including non-performance by our Company of any of its respective obligations or any breach of any representations or warranties by our Company, whether to you or otherwise;

• Neither the Book Running Lead Manager nor any of its members, employees, counsel, officers, directors, representatives, agents or affiliates has provided you with any tax advice or otherwise made any representations regarding the tax consequences of the Equity Shares to be issued pursuant to the Issue (including but not limited to the Issue and the use of the proceeds therefrom); you will obtain your own independent tax advice from a reputable service provider and not rely on the Book Running Lead Manager or any of its members, employees, counsel, officers, directors, representatives, agents or affiliates when evaluating the tax consequences in relation to the Equity Shares to be issued pursuant to the Issue (including but not limited to the Issue and the use of the proceeds therefrom); you waive and agree not to assert any claim against the Book Running Lead Manager or any of its members, employees, counsel, officers, directors, representatives, agents or affiliates with respect to the tax aspects of the Equity Shares to be issued pursuant to the Issue or as a result of any tax audits by tax authorities, wherever situated; and

• That each of the representations, warranties, acknowledgements and agreements set out above shall continue to be true and accurate at all times up to and including the Allotment and consequent listing of the Equity Shares.

Our Company, the Book Running Lead Manager, their respective affiliates and others will rely on the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings, which are given to the Book Running Lead Manager on its own behalf and on behalf of our Company, and are irrevocable.

Off-Shore Derivative Instruments Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 15A(1) of the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended (the “FII Regulations”), foreign institutional investors, as defined in the SEBI Regulations (referred to as “FIIs”), including FII affiliates of the Book Running Lead Manager, may issue, or otherwise deal in, off-shore derivative instruments such as participatory notes, equity-linked notes or any other similar instruments against Equity Shares allocated in the Issue (all such off-shore derivative instruments referred to

7

herein as “P-Notes”), for which they may receive compensation from the purchasers of such instruments. P-Notes may only be issued to entities which are regulated by appropriate foreign regulatory authorities, subject to compliance with “know your client” requirements. An FII shall also ensure that no further issue or transfer of any instrument referred to above is made to any person other than to such entities regulated by appropriate foreign regulatory authorities. P-Notes have not been and are not being offered or sold pursuant to this Placement Document. This Placement Document does not contain any information concerning any P-Notes or the issuer(s) of any P-Notes, including, without limitation, any information regarding any risk factors relating thereto. In terms of the FII Regulations, with effect from May 22, 2008, no sub-account of an FII is permitted to directly or indirectly issue P-Notes.

Any P-Notes that may be issued are not securities of our Company and do not constitute any obligations of, claims on, or interests in our Company. Our Company has not participated in any offer of any P-Notes, or in the establishment of the terms of any P-Notes, or in the preparation of any disclosure related to any P-Notes. Any P-Notes that may be offered are issued by, and are solely the obligations of, third parties that are unrelated to our Company. Neither our Company nor the Book Running Lead Manager makes any recommendation as to any investment in P-Notes or accepts any responsibility, whatsoever, in connection with any P-Notes. Any P-Notes that may be issued are not securities of the Book Running Lead Manager and do not constitute any obligations of, or claim on, the Book Running Lead Manager. FII affiliates of the Book Running Lead Manager may purchase, to the extent permissible under law, Equity Shares in the Issue, and may issue P-Notes in respect thereof. Prospective investors interested in purchasing any P-Notes have the responsibility to obtain adequate disclosure as to the issuer(s) of such P-Notes and the terms and conditions of any such P-Notes from the issuer(s) of such P-Notes. Neither SEBI nor any other regulatory authority has reviewed or approved any P-Notes or any disclosure related thereto. Prospective investors are urged to consult with their own financial, legal, accounting and tax advisors regarding any contemplated investment in P-Notes, including whether P-Notes are issued in compliance with applicable laws and regulations.

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DISCLAIMER CLAUSE OF THE STOCK EXCHANGES As required, a copy of the Placement Document has been submitted to the Stock Exchanges. Each of the Stock Exchanges, however, do not in any manner: 1. warrant, certify or endorse the correctness or completeness of any of the contents of this Placement

Document; or 2. warrant that the Company’s Equity Shares will be listed or will continue to be listed on it; or 3. take any responsibility for the financial or other soundness of the Company, its management or any scheme

or project of the Company. Further, such submission should not for any reason be deemed or construed to mean that the Placement Document has been cleared or approved by the Stock Exchanges. Every person who desires to apply for or otherwise acquires any Equity Shares may do so pursuant to an independent inquiry, investigation and analysis and shall not have any claim against the Stock Exchanges whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

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CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA, CURRENCY OF PRESENTATION AND EXCHANGE RATES

Certain Conventions All references to “you”, “your”, “offeree”, “purchaser”, “subscriber”, “recipient”, “investor” and “potential investors” are to the prospective Investors in the Equity Shares issued pursuant to this Issue. References in this Placement Document to “India” are to the Republic of India and all references to the “U.S.” or “United States” are to the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. All references herein to the “Government” or the “Central Government” or the “State Government” are to the Government of India, central or state, as applicable. Unless otherwise stated, references in this section to the “Company” are to Sintex Industries Limited, and references to “we”, “our” or “us” are to our Company and its Subsidiaries. References to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable, and the words “Lakh” or “Lac” mean “100 thousand”, the word “million” means “10 lakh”, the word “crore” means “10 million” or “100 lakhs” and the word “billion” means “1,000 million” or “100 crores”. Presentation of Financial Data

The consolidated financial statements of our Company as at and for the year ended March 31, 2012 and March 31, 2011, together with the accompanying schedules and notes thereto, which have been presented in accordance with the format prescribed under Schedule VI to the Companies Act, which was revised pursuant to a Notification S.O. 447(E) dated February 28, 2011, issued by the Ministry of Corporate Affairs, Government of India (the “Revised Schedule VI”, and such financial statements hereinafter referred to as the “Revised Schedule VI Financial Statements”) and the consolidated financial statements of our Company as at and for the years ended March 31, 2011 and March 31, 2010, together with the accompanying schedules and notes thereto, which have not been presented in accordance with the format prescribed under the Revised Schedule VI (the “Old Schedule VI Financial Statements”, and together with the Revised Schedule VI Financial Statements, the “Audited Financial Statements”) were prepared in accordance with Indian GAAP, the Companies Act and the Companies (Accounting Standards) Rules, 2006 and were audited by the Auditors in accordance with the applicable generally accepted auditing standards in India prescribed by the ICAI. The adoption of the Revised Schedule VI does not impact the recognition and measurement principles followed for the preparation of our financial statements. However, it does have a significant impact on the presentation of, and disclosure made in, our financial statements, particularly with respect to the presentation of the statement of assets and liabilities. We have reclassified our financial statements as at and for the financial year ended March 31, 2011 in order to provide comparability with the Revised Schedule VI Financial Statements. Our Company’s unaudited condensed consolidated balance sheet as at September 30, 2012 and the related unaudited consolidated statement of profit and loss and the unaudited condensed consolidated cash flow statement for the six month period ended September 30, 2012 (the “Reviewed Financial Statements”) were prepared in accordance with Accounting Standard 25 “Interim Financial Reporting”, notified pursuant to the Companies (Accounting Standards) Rules, 2006 and were reviewed in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the ICAI. Our Company prepares its financial statements in accordance with Indian GAAP and the Companies Act. Our Company has not attempted to quantify the impact of U.S. GAAP or IFRS on the financial data included in this Placement Document, nor does our Company provide a reconciliation of the financial statements to those of U.S. GAAP or IFRS. Each of U.S. GAAP and IFRS differs in significant respects from Indian GAAP. Accordingly, the degree to which the financial statements prepared in accordance with Indian GAAP included in this Placement Document will provide meaningful information is entirely dependent on the reader’s level of familiarity with the respective accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Placement Document should accordingly be limited. See “Risk Factors––Significant differences exist between Indian GAAP and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition.” In this Placement Document, certain monetary thresholds have been subject to rounding adjustments; accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

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Unless stated otherwise, the financial data in this Placement Document is derived from our Financial Statements. Our fiscal year commences on April 1 of each year and ends on March 31 of the succeeding year, so all references to a particular “fiscal year” or “Fiscal” are to the twelve-month period ended on March 31 of that year. Presentation of Industry and Market Data Information regarding market position, industry data and certain industry forecasts pertaining to the businesses of our Company contained in this Placement Document consists of estimates based on data reports compiled by government bodies, recognised industry sources, professional organisations and analysts, data from other external sources and knowledge of the markets in which our Company competes. Unless stated otherwise, the statistical information included in this Placement Document relating to the industries in which our Company operates has been reproduced from various trade, industry and government publications and websites. This data is subject to change and cannot be verified with certainty due to limits on the availability and reliability of the raw data and other limitations and uncertainties inherent in any statistical survey. Industry sources and publications referred to by us generally state that the information contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Neither our Company nor the Book Running Lead Manager have independently verified this data and do not make any representation regarding accuracy or completeness of such data. Neither our Company nor the Book Running Lead Manager accept any responsibility in respect of such information and data and the extent to which the market and industry data presented in this Placement Document is meaningful depends on the readers’ familiarity with and understanding of methodologies used in compiling such data. In many cases, there is no readily available external information, whether from trade or industry associations, government bodies or other organisations, to validate market-related analysis and estimates, so our Company has relied on internally developed estimates. While our Company believes its internal estimates to be reasonable, such estimates have not been verified by any independent sources and neither our Company nor the Book Running Lead Manager can assure potential investors as to their accuracy. Currency of Presentation In this Placement Document all references to:

• “ì”, “Rupees”, “Rs.”, “Indian Rupees” and “INR” are to Indian Rupees, the official currency of India;

• “U.S.$”, “US$”, “$” “U.S. Dollar”, “US Dollars” or “USD” are to the United States Dollar, the official currency of the United States of America;

• “€”, “Euro” or “EUR” are to the Euro, the official currency of the Eurozone; Exchange Rates The following tables set forth, for the periods indicated, information with respect to the exchange rate between the Rupee and the U.S. dollar (in Rupees per U.S. dollar) based on the reference rates released by the RBI. The exchange rate as at September 28, 2012 was ì 52.70 = US$ 1. (Source: Reference rate as released by the RBI).

Year ended March 31 Period End (in `)

Average (in `)

High (in `)

Low (in `)

2010 45.14 47.42 50.53 44.94 2011 44.65 45.27 45.95 44.65 2012 51.15 47.94 54.23 43.94

Month ended Period End

(in `) Average

(in `) High (in `)

Low (in `)

May 2012 56.42 54.47 56.42 52.85 June 2012 56.30 56.03 57.21 55.14 July 2012 55.80 55.49 56.37 54.55

August 2012 55.72 55.52 56.08 55.14 September 2012 52.70 54.61 55.97 52.70

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Month ended Period End (in `)

Average (in `)

High (in `)

Low (in `)

October 2012 54.12 53.02 54.17 51.62 Source: Reserve Bank of India (www.rbi.org.in) The following tables set forth, for the periods indicated, information with respect to the exchange rate between the Rupee and the Euro (in Rupees per Euro) based on the reference rates released by the RBI. The exchange rate as at September 28, 2012 was ì 68.15 = € 1. (Source: Reference rate as released by the RBI).

Year ended March 31 Period End (in `)

Average (in `)

High (in `)

Low (in `)

2010 60.56 67.08 71.06 60.52 2011 63.24 60.21 63.98 56.07 2012 68.34 65.90 71.08 62.26

Month ended Period End

(in `) Average

(in `) High (in `)

Low (in `)

May 2012 69.95 69.70 70.88 68.81 June 2012 70.91 70.31 71.57 68.86 July 2012 68.45 68.25 70.43 67.15

August 2012 69.66 68.87 69.92 68.03 September 2012 68.15 70.13 71.62 68.15

October 2012 70.15 68.75 70.17 67.17 Source: Reserve Bank of India (www.rbi.org.in)

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FORWARD LOOKING STATEMENTS All statements contained in this Placement Document that are not statements of historical fact constitute “forward-looking statements”. Investors can generally identify forward-looking statements by terminology such as “aim”, “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intend”, “may”, “objective”, “plan”, “potential”, “project”, “pursue”, “shall”, “should”, “will”, “would”, or other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All statements regarding our expected financial condition and results of operations, business plans, including potential acquisition and prospects are forward-looking statements. These forward-looking statements include statements as to our business strategy, our order book, revenue and profitability, planned projects and other matters discussed in this Placement Document regarding matters that are not historical facts. These forward-looking statements and any other projections contained in this Placement Document, whether made by us or any third party, are predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other projections. All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results, performance or achievements to differ materially include, among others:

• our ability to service our debt;

• fluctuations in the exchange rate of the Indian Rupee and other currencies;

• our ability to collect trade receivables from our customers;

• our ability to manage our growth, our global operations and to successfully implement our growth strategies;

• increased competition;

• shortages of raw materials or volatility of raw material prices;

• any reduction in the demand for cheaper, public housing;

• changes in government policies on construction of social infrastructure and urban redevelopment in India;

• our ability to identify and understand evolving industry trends and preferences; and

• general economic and business conditions in India and other countries. Additional factors that could cause actual results, performances or achievements to differ materially include, but are not limited to, those discussed under the sections “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Industry Overview” and “Business” on pages 38, 66, 88, and 108, respectively, of this Placement Document. The forward-looking statements contained in this Placement Document are based on the belief of our management, as well as the assumptions made by, and information currently available to, management. Although we believe that the expectations reflected in such forward-looking statements are reasonable at this time, we cannot assure Investors that such expectations will prove to be correct. Given these uncertainties, Investors are cautioned not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties materialise, or if any of our underlying assumptions prove to be incorrect, our actual results of operations or financial condition could differ materially from that described herein as anticipated, believed, estimated or expected. All subsequent written and oral forward-looking statements attributable to us are expressly qualified in their entirety by reference to these cautionary statements. Neither our Company nor the Book Running Lead Manager assume any obligation to update the forward looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these forward looking statements.

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ENFORCEMENT OF CIVIL LIABILITIES Sintex Industries Limited is a company incorporated with limited liability under the laws of India. All of our Company’s Directors and senior management are residents of India and the assets of our Company are substantially located in India. As a result, it may not be possible for Investors to effect service of process upon our Company or such persons outside India, or to enforce judgments obtained against such parties outside India. Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code of Civil Procedure, 1908, as amended (the “Civil Code”). Section 13 of the Civil Code provides that foreign judgments shall be conclusive regarding any matter directly adjudicated upon, except:

• where the judgment has not been pronounced by a court of competent jurisdiction;

• where the judgment has not been given on the merits of the case;

• where it appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or a refusal to recognise the law of India in cases to which such law is applicable;

• where the proceedings in which the judgment was obtained were opposed to natural justice;

• where the judgment has been obtained by fraud; or

• where the judgment sustains a claim founded on a breach of any law then in force in India. India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments. However, Section 44A of the Civil Code provides that where a foreign judgment has been rendered by a superior court, within the meaning of such section, in any country or territory outside India which the Government has by notification declared to be a reciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had been rendered by an appropriate court in India. However, Section 44A of the Civil Code is applicable only to monetary decrees not being in the nature of amounts payable in respect of taxes, other charges of a similar nature or of a fine or other penalties and does not include arbitration awards. The United Kingdom, Singapore and Hong Kong have been declared by the Government to be reciprocating territories for the purposes of Section 44A of the Civil Code, but the United States has not been so declared. A judgment of a court of a country which is not a reciprocating territory may be enforced only by a suit upon the judgment and not by proceedings in execution. The suit has to be filed in India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court if an action was brought in India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if it viewed the amount of damages awarded was excessive or inconsistent with Indian public policy. A party seeking to enforce a foreign judgment in India is required to obtain approval of the Reserve Bank of India to repatriate outside India any amount recovered pursuant to the execution of such a judgment. In addition, any judgment denominated in a foreign currency would be converted into Indian rupees on the date of the judgment and not on the date of payment.

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AVAILABLE INFORMATION

Our Company has agreed that, for so long as any Equity Shares are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, our Company will, during any period in which it is neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934 nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner, upon the request of such holder, beneficial owner or prospective purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities Act.

15

DEFINITIONS AND ABBREVIATIONS Company related terms

Term Description

“AOA” / “Articles” / “Articles of

Association”

Articles of association of our Company, as amended

“Associate” / “ZIPL” Associate of our Company as per AS 23, namely Zillion

Infraprojects Private Limited

Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants

Bonds Foreign currency convertible bonds aggregating up to U.S.$

225,000,000 proposed to be issued pursuant to the resolution of

the shareholders of our Company dated September 17, 2012

Bright AutoPlast Bright AutoPlast Limited

“Board” / “Board of Directors” The Board of Directors of our Company or a committee

authorised to act on their behalf

Director(s) A director on the Board of our Company, unless specified

otherwise

ESOPs Employee stock options issued under the ESOP Scheme

IBDR International Business Development Reserve Account

“MOA” / “Memorandum” /

“Memorandum of Association”

Memorandum of association of our Company, as amended

Nief Plastic Nief Plastic SAS

“our Company” / “the Company” /

“Issuer” /

Except as stated otherwise, refers to Sintex Industries Limited, a

company incorporated under the Companies Act having its

registered office at Kalol, Gandhinagar District, Gujarat – 382

721, India

“Our” / “Us” / “We” Sintex Industries Limited, on a consolidated basis

Promoter(s) Each of the Promoters of our Company, being Dinesh Patel, Arun

Patel, Rahul Patel, Amit Patel, BVM Finance Private Limited,

Kolon Investment Private Limited and Opel Securities Private

Limited

Promoter Group The persons and entities forming part of our promoter group as

defined under the SEBI Regulations and such persons and entities

disclosed as promoter group in filings made by our Company with

the Stock Exchanges pursuant to Clause 35 of the Listing

Agreement

Registered Office The registered office of our Company at Kalol, Gandhinagar

District, North Gujarat – 382 721, India

“ROC” / “RoC” Registrar of Companies, Gujarat located at Dadra & Nagar Haveli

Scheme Scheme of arrangement approved by the High Court of Gujarat on

16

Term Description

March 25, 2009

Subsidiaries 1. Zep Infratech Limited;

2. Bright AutoPlast Limited;

3. Sintex Infra Projects Limited;

4. Sintex Holdings B.V.;

5. Sintex France SAS;

6. Sintex Holdings USA, Inc.;

7. Sintex Industries UK Limited;

8. Sintex Austria B.V.;

9. Amarange Inc.;

10. Wasaukee Composites Inc.;

11. Wasaukee Composites Owosso, Inc.;

12. WCI Wind Turbine Components, LLC;

13. Cuba City Real Estate LLC;

14. Owosso Real Estate LLC;

15. Nief Plastic SAS;

16. NP Hungaria Kft;

17. NP Nord SAS;

18. NP Slovakia SRO;

19. NP Savoie SAS;

20. NP Tunisia SARL;

21. NP Vosges SAS;

22. Segaplast SAS;

23. Segaplast Maroc SA;

24. Siroco SAS;

25. NP Jura SAS;

26. AIP SAS;

27. SICMO SAS;

28. NP Rhone SAS;

29. NP Poschman Gmbh; and

30. NP Polsko Gmbh.

Warrants 30,000,000 warrants proposed to be issued by our Company

pursuant to a resolution passed by our shareholders on November

9, 2012.

WCI Wasaukee Composites Inc.

ZIL Zep Infratech Limited

Issue related terms

Term Description

17

Term Description

Allocated or Allocation The allocation of Equity Shares, following the determination of

the Issue Price to QIBs on the basis of Bid cum Application

Forms submitted by them, for the purposes of issuing

Confirmation of Allocation Notes, in consultation with the Book

Running Lead Manager and in compliance with Chapter VIII of

the SEBI Regulations.

Allotment or Allotted or Allot Unless the context otherwise requires, the issue and allotment of

Equity Shares pursuant to this Issue.

Allottee(s) Investor(s) to whom Equity Shares are allotted pursuant to the

Issue.

Bid An indication of QIBs’ interest, including all revisions and

modifications thereto, as provided in the Bid cum Application

Form, to subscribe for Equity Shares in this Issue.

Bid Closing Date November 12, 2012, the date on which our Company (or the Book

Running Lead Manager, on behalf of our Company) shall cease

the acceptance of the Bid cum Application Forms.

Bid cum Application Form The form pursuant to which a QIB shall submit a Bid, including

any revisions thereof.

Bid Opening Date November 8, 2012, the date on which our Company (or the Book

Running Lead Manager, on behalf of our Company) commenced

the acceptance of the Bid cum Application Forms.

Book Running Lead Manager Religare Capital Markets Limited

CAN or Confirmation of Allocation Note The note or advice or intimation to not more than 49 QIBs

confirming the Allocation after determination of the Issue Price

requiring such QIBs to pay the entire Issue Price for the Equity

Shares Allocated to such QIBs.

Closing Date On or about November 19, 2012, the date on which the Allotment

is expected to be made.

Escrow Bank Indusind Bank Limited

Escrow Account Escrow account opened by our with the Escrow Bank in terms of

the Escrow Agreement.

Escrow Agreement Agreement dated November 8, 2012 amongst our Company, the

Book Running Lead Manager and the Escrow Bank.

ESOP Scheme Sintex Industries Limited Employees Stock Option Scheme 2006

Equity Shares Equity shares of our Company having a face value of ` 1 each.

Floor Price The floor price of ` 65.90 per Equity Share calculated in

accordance with Regulation 85 of the SEBI Regulations.

Investors A prospective investor in this Issue being a QIB and eligible to

Bid in accordance with Chapter VIII of the SEBI Regulations.

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Term Description

Issue The offer and sale of26,519,114 Equity Shares to QIBs, pursuant

to Chapter VIII of the SEBI Regulations.

Issue Price A price per Equity Share of ` 65.90, finalised by our Company in

consultation with the Book Running Lead Manager

Issue Size The issue of 26,519,114 Equity Shares aggregating up to `

1,747,609,612.60

Listing Agreement Listing agreements entered into between (i) our Company and

NSE; (ii) our Company and BSE; and (iii) our Company and ASE

Pay-in Date Last date specified in the CAN sent to QIBs.

Placement Agreement The placement agreement entered into between the Book Running

Lead Manager and our Company dated November 8, 2012

Placement Document This placement document dated November 12, 2012, issued in

accordance with Chapter VIII of the SEBI Regulations.

Preliminary Placement Document The preliminary placement document dated November 8, 2012

issued in accordance with Chapter VIII of the SEBI Regulations.

QIB or Qualified Institutional Buyer A qualified institutional buyer as defined under Regulation

2(1)(zd) of the SEBI Regulations.

SEBI The Securities and Exchange Board of India.

Stock Exchanges ASE, BSE and NSE.

U.S. QIB A “qualified institutional buyer” as defined under Rule 144A.

General and conventional terms Term Description

ACMA Auto Component Manufacturers Association

AHIP Affordable Housing in Partnership

AIF Alternative Investment Fund as defined in, and registered with

SEBI under, the Securities and Exchange Board of India

(Alternative Investments Funds) Regulations, 2012, as amended

Air Act Air (Prevention and Control of Pollution) Act, 1974, as amended

AGM Annual General Meeting

AS Accounting Standards notified pursuant to the Companies

(Accounting Standards) Rules, 2006

ASE Ahmedabad Stock Exchange Limited

BSE BSE Limited

BSUP Basic Services to the Urban Poor

CAGR Compounded Annual Growth Rate

CDSL Central Depository Services (India) Limited

CEA Central Electricity Authority

CIPET Central Institute of Plastics Engineering and Technology

19

Term Description

Companies Act The Companies Act, 1956 as amended

“DP” / “Depositary Participant” Depository Participant as defined under the Depositories Act

Depository A depository registered with SEBI under the Depositories

Regulations

Depositories Act The Depositories Act, 1996, as amended

Depositories Regulations The SEBI (Depository and Participant) Regulations, 1996, as

amended

EBIDTA Earnings before Interest Depreciation, Tax and Amortization

EPF Act Employees Provident Funds and Miscellaneous Provisions Act,

1952, as amended

EPS Earnings Per Share

FCCBs Foreign Currency Convertible Bonds

FCNR Foreign Currency (Non-Resident) Account Scheme

FEMA Foreign Exchange Management Act, 1999, as amended

FII Foreign Institutional Investor as defined under the SEBI (Foreign

Institutional Investors) Regulations, 1995, as amended, and

registered with SEBI and as defined under the Foreign Exchange

Management (Transfer or Issue of Security by a Person Resident

Outside India) Regulations, 2000 and under other applicable laws

in India

FIPB Foreign Investment Promotion Board

FMD Factory made door

FRP Fiberglass reinforced plastic

FY/ Fiscal Year ended March 31

GDP Gross Domestic Product

GIR No. General Index Reference Number

Hazardous Wastes Rules Hazardous Wastes (Management, Handling and Transboundary

Movement) Rules, 2008, as amended

HDPE High density polyethylene

ICAI Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

IHHL Individual Household Latrines

IHSDP Integrated Housing and Slum Development Programme

IND AS Indian Accounting Standards

India Republic of India

Indian GAAP Indian Generally Accepted Accounting Principles

ISHUP Interest Subsidy Scheme for Housing the Urban Poor

20

Term Description

ISIN International Securities Identification Number allotted by the

Depository

IT Information technology

I.T. Act Income Tax Act, 1961, as amended

JNNURM Jawaharlal Nehru National Urban Health Mission

LLDPE Linear low density polyethylene

MCA Ministry of Corporate Affairs, Government of India

MGNREGA Mahatma Gandhi National Rural Employment Guarantee Act

MMF Man-made fibre

MMT Million Metric Tons

Mn Million

MNCs Multi-national companies

MPV Multi-Purpose Vehicle

MSW Municipal Solid Waste

MUV Multi-Utility Vehicle

N.A. Not applicable.

NCD Non-Convertible Debenture

NI Act Negotiable Instruments Act, 1881, as amended

NRE Non- Resident (External) Rupee Account Scheme

NRHM National Rural Health Missioin

NRLM National Rural Livelihoods Mission

NRO Non-Resident Ordinary Rupee Account Scheme

NSE National Stock Exchange of India Limited

NSDL National Securities Depository Limited

NUHM National Urban Heath Mission

OCB(s) Overseas Corporate Body(ies)

OEM Original equipment manufacturer

Old Schedule VI Schedule VI to the Companies Act, prior to its revision pursuant

to a Notification S.O. 447(E) dated February 28, 2011, issued by

the Ministry of Corporate Affairs, Government of India

PAN Permanent Account Number

PAT Profit after Tax

PCB Pollution Control Board

PPP Public private partnership

PUF Polyurethane foam

PVC Polyvinyl chloride

RAY Rajiv Awas Yojana

21

Term Description

RBI Reserve Bank of India

RBI Act Reserve Bank of India Act, 1934, as amended

Regulation S Regulation S under the Securities Act

Revised Schedule VI Schedule VI to the Companies Act, which was revised pursuant to

a Notification S.O. 447(E) dated February 28, 2011, issued by the

Ministry of Corporate Affairs, Government of India

RGGVY Rajiv Gandhi Grameen Vidyutikaran Yojana

RSM Rural Sanitary Marts

Rule 144A Rule 144A under the Securities Act

SEB State Electricity Board

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

amended.

SEBI Regulations The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009, as amended

Securities Act The U.S. Securities Act of 1933, as amended, and the related rules

and regulations

SIAM Society of Indian Automobile Manufacturers

SPU State Power Utilities

SSA Sarva Siksha Abhiyan

SUV Sports Utility Vehicle

Takeover Code Securities and Exchange Board of India (Substantial Acquisition

of Shares and Takeovers) Regulations, 2011, as amended

TSC Total Sanitation Campaign

TUFS Technology Upgradation Fund Scheme

UIN Unique Identification Number

U.S. GAAP United States Generally Accepted Accounting Principles

Water Act Water (Prevention and Control of Pollution) Act, 1974, as

amended

22

SUMMARY OF THE ISSUE

The following is a general summary of the terms of the Issue. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Placement Document, including under the sections “Risk Factors”, “Use of Proceeds”, “Placement and Lock-up”, “Issue Procedure” and “Description of the Shares”.

Issuer Sintex Industries Limited

Issue Price ` 65.90 per Equity Share

Issue Size The issue of up to 26,519,114 Equity Shares aggregating up to `

1,747,609,612.60

Eligible Investors QIBs not excluded pursuant to Regulation 86 of the SEBI Regulations

Equity Shares

outstanding prior to the

Issue

272,990,866 Equity Shares aggregating to ` 272,990,866

Equity Shares

outstanding after the

Issue*

299,509,980 Equity Shares aggregating to `299,509,980

Floor Price ì 65.90

Listing Our Company has obtained in-principle approvals under Clause 24(a) of the

Listing Agreements for listing of the Equity Shares issued pursuant to the Issue

from the Stock Exchanges. Our Company shall make applications to each of the

Stock Exchanges to obtain final listing and trading approvals for the Equity

Shares after the Allotment of the Equity Shares in the Issue

Transferability

Restrictions

The Equity Shares being Allotted pursuant to this Issue shall not be sold for a

period of one year from the date of Allotment except on the floor of a recognised

stock exchange.

Closing The Allotment of the Equity Shares offered pursuant to this Issue is expected to

be made on or about November 19, 2012 (the “Closing Date”).

Ranking The Equity Shares are subject to the provisions of our Company’s Memorandum

and Articles of Association and shall rank pari passu in all respects with the

existing Equity Shares of our Company including rights in respect of dividends.

Subject to compliance with the applicable regulations, the shareholders will be

entitled to participate in dividends and other corporate benefits, if any, declared

by our Company after the Closing Date. Shareholders may attend and vote in

shareholders’ meetings on the basis of one vote for every Equity Share held. For

details refer section “Description of the Shares” on page 160 of this Placement

Document.

Use of Proceeds The total proceeds of this Issue will be `1,747,609,612.60. We intend to use the

net proceeds of the Issue after deduction of Issue expenses for repayment of debt,

for incremental working capital requirement on account of optimisation of

23

existing facilities / addition of new capacities, to meet normal capital expenditure

requirement / new expansions, both organic and inorganic, or any other uses as

may be permissible under applicable law and for such purposes as may be

approved by the Board of Directors. For further details please refer to “Use of

Proceeds” on page 63 of this Placement Document.

Lock-up Our Company will not, for a period of 120 days from the date of the Placement

Document, without the prior written consent of the Book Running Lead Manager,

directly or indirectly, subject to certain exceptions, (a) offer, sell or announce the

intention to sell, pledge, issue, contract to issue, grant any option, right or warrant

for the issuance and allotment, or otherwise dispose of or transfer, or establish or

increase a put equivalent position or liquidate or decrease a call equivalent

position with respect to, any Equity Shares or securities convertible into or

exchangeable or exercisable for Equity Shares (including any warrants or other

rights to subscribe for any Equity Shares), (b) enter into a transaction which

would have the same effect, or enter into any swap, hedge or other arrangement

that transfers, in whole or in part, any of the economic consequences of

ownership of any Equity Shares, whether any such aforementioned transaction is

to be settled by allotment of any Equity Shares, in cash or otherwise, or (c)

publicly disclose the intention to make any such offer, issuance and allotment or

disposition, or to enter into any such transaction, swap, hedge or other

arrangement. For details, please refer to the section “Placement and Lock-up”

beginning on page 146 of this Placement Document.

Risk Factors Prior to making an investment decision, prospective investors should carefully

consider the matters discussed in the section titled “Risk Factors” beginning on

page 38 of this Placement Document.

Security codes:

ISIN INE 429C01035

NSE Code SINTEX – EQ

BSE Code 502742

ASE Code Equity – 08910

* On November 9, 2012, the shareholders of our Company approved the issuance and allotment of Warrants to Opel Securities Private Limited and Kolon Investment Private Limited within such time as may be permitted by applicable law and in accordance with applicable provisions of Chapter VII of the SEBI Regulations and the Companies Act, 1956. The Warrants will, upon exercise by the warrant holders (which exercise is at the option of the warrant holders), be exchangeable for Equity Shares, and the price for such Equity Shares will not be below Rs.69.01 per Equity Share. The Company is currently evaluating market conditions and expected demand, and, assuming satisfactory conditions, could launch a Regulation S offering of step-down Bonds due 2017. No assurance can provided that such an offering will in fact happen. The offering of Bonds, if any, will be subject to the terms and conditions specified in the preliminary offering circular relating to such Bonds, as well as applicable provisions of law, including the Foreign Exchange Management Act, 1999, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993 and the rules and regulations issued thereunder. These Bonds, if issued, will be convertible into Equity Shares with full voting rights at a conversion price to be determined in accordance with the terms and conditions of these Bonds.

24

SUMMARY OF BUSINESS

We believe that we are one of the leading providers of plastic products and niche structured yarn dyed textiles-related products in India. Our operations span four continents and 12 countries, with a presence in the European, American, African and Asian markets.

We commenced business as a manufacturer of textiles in 1931, and have subsequently diversified into the manufacture of plastic products, including building materials and custom moulded products. For the six month period ended September 30, 2012, the segment revenue of our plastics segment accounted for 89.6% of our total revenues.

Our building materials and custom moulding business is engaged in the manufacture of thermoplastic moulded, extruded thermoformed and sheet moulding composite (“SMC”)/pultrusion products, resulting in a wide range of building material and custom moulded products including prefabricated structures, monolithic construction, SMC-based enclosures, plastic pallets, feeder and pillar distribution boxes, fiberglass reinforced plastic (“FRP”) products, water storage tanks and waste management products. Our custom moulding business caters to the electrical, automotive, aerospace, defence, renewable energy, medical imaging and pharmaceutical industries, while our monolithic construction and prefabricated structures businesses relate to the development of the social infrastructure segment and cater to the demand for mass housing, school and healthcare centre structures in India which we believe are key growth sectors. We have recently commenced the manufacture of home interior solutions, as well as providing environmental solutions such as packaged water waste treatment plants, solid waste management products, biogas units and septic tanks. Our textile manufacturing operations focus on niche products and specialise in men’s structured shirting for the premium fashion industry.

The following chart sets forth an overview of our principal business lines as of the date of this Placement Document:

We have 35 manufacturing facilities, with 16 located in India. At our manufacturing facility in Kalol, we have developed the capability to manufacture plastics using multiple manufacturing processes which enables us to produce the entire range of our building material and custom moulded products in one location. Kalol is also our primary base for textile production. In addition, we have nine manufacturing facilities in France and one each in Germany, Poland, Hungary, Slovakia, Morocco and Tunisia, as well as four manufacturing facilities in the United States of America.

Our Equity Shares are listed on the ASE, the BSE and the NSE. In Fiscal 2012, we had total revenues of ì 45,040.1 million and profit for the year of ì 3,068.1 million. For the six month period ended September 30, 2012, we had total revenues of ì 22,896.9 million and profit for the period of ì 1,191.5 million.

Sintex Industries Limited

Plastics Textiles

Building Materials Custom Moulding

Prefabricated Structures

Monolithic

Construction

Water Tanks Industrial

Custom

Moulding

Retail

Custom

Moulding

Structured

fabrics /

corduroy

25

The following table sets forth, for the periods indicated, the contribution to total revenues of our principal business activities:

Fiscal

Six month period ended September 30,

(unaudited)

2010* 2011 2012 2011 2012

(ìììì in

millions) %

(ìììì in

millions) %

(ìììì in

millions) %

(ìììì in

millions) %

(ìììì in

millions) %

Plastic 29,728.6 87.3 40,461.7 89.3 39,833.2 88.4 20,452.4 89.2 20,517.3 89.6

Textile 3,463.1 10.2 4,375.3 9.7 4,702.3 10.4 2,237.8 9.8 2,273.5 9.9

Unallocated 878.4 2.6 455.4 1.0 504.6 1.1 235.1 1.0 106.1 0.5

Total Revenues 34,070.1 45,292.4 45,040.1 22,925.3 22,896.9

* References to financial information for Fiscal 2010 are to financial information for that year prepared and presented in accordance with the Old Schedule VI.

The following table sets forth, for the periods indicated, the profit before tax and interest for the relevant periods generated by our principal business activities:

Fiscal

Six month period ended September 30,

(unaudited)

2010* 2011 2012 2011 2012

(ìììì in

millions) %

(ìììì in

millions) %

(ìììì in

millions) %

(ìììì in

millions) %

(ìììì in

millions) %

Plastic 3,861.7 80.2 6,205.5 86.4 5,162.7 93.2 3,048.2 113.0 2,498.1 104.7

Textile 258.0 5.4 600.4 8.4 573.2 10.4 234.8 8.7 164.3 6.9

Unallocated 694.4 14.4 375.4 5.2 (198.9) (3.6) (584.4) (21.7) (277.0) (11.6)

Total 4,814.1 7,181.3 5,537.0 2,698.6 2,385.4

* References to financial information for Fiscal 2010 are to financial information for that year prepared and presented in accordance with

the Old Schedule VI.

Competitive Strengths

We believe that we have distinct competitive advantages in our business and operations.

Demonstrated track record of diversification and organic growth

We have been involved in the textiles business since 1931 and have been catering to the niche structured yarn dyed textiles segment of the textiles industry since 1989. We introduced quality corduroy fabrics in India in April 1981 and a number of reputed international and domestic brands are our customers.

We entered into the plastic moulded polyethylene liquid storage tanks manufacturing business in 1975 and have developed our building materials and custom moulding business since then. We have obtained ISO 9001:2008 standards for the manufacturing facilities of our prefabricated structures. We have a strong brand recognition in the plastics industry in India and “Sintex” water tanks are synonymous with water storage tank solutions in India. We believe that we have been able to demonstrate our strength in the plastics business by successfully introducing new products such as sandwich panels, high altitude structures and interior partitions in our monolithic construction and prefabricated structures businesses, and SMC-based enclosures, distribution and feeder-pillar boxes targeted at the power distribution sector in our custom moulding business. In addition, we have expanded into environmental products such as packaged waste water treatment solutions, solid waste management products and moulded biogas units. For the six month period ended September 30, 2012, the

26

segment revenue of our plastics segment contributed 89.6% of our total revenues, demonstrating the evolution of our business.

We manufacture a large number of products across our building materials and custom moulding business and our textiles business. Our income is diversified across a range of geographies and industries and we have relatively low levels of customer concentration. We believe that our diversified income is a competitive strength as it provides a hedge against cyclicality and other adverse developments within any particular industry sector or geography affecting any one of our customers. We believe that the diversified business model will help in reducing volatility in our income, profits and cash flows.

Successful growth through strategic and well-integrated acquisitions

In addition to diversifying our business, we have acquired several companies since 2006 and currently have operations spanning 12 countries across four continents. These include the acquisition of 100% of the equity of Zep Infratech Limited (“ZIL”), the acquisition of Wausaukee Composite Inc. (“WCI”) and Nief Plastic outside India, and the acquisition of five manufacturing plants of the automotive plastics business division of Bright Brothers Limited. The acquisition of WCI provided us access to highly engineered composite components and customers in the construction equipment, mass transportation, wind energy and medical energy sectors, among others, while the acquisition of Nief Plastic gave us access to its technology and know-how as well as customers in the European automotive, electrical, aeronautic and defence sectors. Our subsequent acquisition of manufacturing facilities through Bright AutoPlast was aimed at accessing the domestic automotive components market, while capitalising on the technology and know-how of WCI and Nief Plastic to expand our product range and manufacturing capabilities at these facilities in India.

We believe that we have demonstrated our ability to integrate acquired businesses and strategic alliances. For example, we have managed to grow the businesses of Nief Plastic, with its turnover increasing from Euro 118.0 million in Fiscal 2008 to Euro 146.0 million in Fiscal 2011, and Bright AutoPlast, with its turnover increasing from ì 404.2 million in Fiscal 2008 to ì 3,261.7 million in Fiscal 2012.

Our acquisitions have enabled us to expand our product portfolio and we believe that we have established ourselves as a provider of a comprehensive suite of plastic products and solutions. The synergies arising from our acquisitions include access to new technologies and processes that we believe we have been successful in implementing across our various operations and manufacturing facilities, as well as technical knowhow that has enabled us to enhance our domestic operations. These include Nief Plastic’s technology for thermosetting by injection and compression as well as WCI’s technical capability in highly engineered composite components. Additionally, we have leveraged the existing relationships of the entities that we have acquired to cross-market our products across wider geographies. For example, Bright AutoPlast now provides its industrial custom moulding products to Schneider in India, arising from the existing relationship between Nief Plastic and Schneider in Europe. Further, we believe that our global profile has enabled us to expand the profile of our customer-base by catering to multiple sectors, including the automotive, aerospace, defence, medical imaging and power transmission sectors, reducing our dependence on any particular sector.

Successfully reducing manufacturing costs across our businesses

We believe that we have been able to achieve cost efficiencies in our operations across our domestic building materials and custom moulding businesses. We manufacture the formworks for our monolithic constructions business in-house and then use these for on-site construction, rather than acquiring these from external vendors. In addition, we perform end-to-end turnkey installations of our prefabricated structures, and manufacture certain components such as sandwich panels, amongst other things, in-house.

We have also achieved cost savings by shifting the manufacture of labour-intensive and high-volume products to low-cost locations, while continuing to service the needs of our off-shore clients. For example, we have transferred some of the manufacturing volume of Nief Plastics from France to lower-cost locations in North Africa, as well as locations in Eastern Europe such as Hungary and Slovakia.

Focus on key growth sectors

We believe that our key businesses are focused on high growth segments in the infrastructure space in India with a focus on socially and economically beneficial projects such as our monolithic construction business which focuses on township development projects and our prefabricated structures business which are cost-

27

effective in rural areas and offer an alternative to conventional construction in difficult terrains. We believe that the lower costs and faster execution timeframes of these businesses make them an attractive proposition. Further, our acquired businesses provide us opportunities to cross-sell our industrial custom moulding products and provide us access to new geographies and clients.

We have recently been focusing on increasing the footprint of our building materials and custom moulding business in the market for mass utility products across the industrial, social utility and household segments in India, while our textiles business focuses on identifying niche offerings and enhancing its contribution in relation to these niche products.

Strong execution capability and customer relationships

We believe that the global footprint of our manufacturing facilities, with 35 manufacturing facilities in 12 countries across four continents provides us with the capability to execute orders and deliver to our customers in a speedy and efficient manner. In our building materials and custom moulding business, proximity to customers is a key factor in efficient delivery, and we believe that our nationwide presence in India and our manufacturing operations outside India provide us a key competitive advantage in this regard.

We believe that the integrated nature of our monolithic constructions business enables us to achieve faster construction times. Our key monolithic construction projects include the construction of a township development for a housing authority in Delhi. Further, we believe that the key to the prefabricated structures business lies in devising an efficient and cost-effective installation strategy and building a trained workforce to deliver the product seamlessly. In accordance with this requirement, we have prefabricated structures plants in five locations across India to maximise the area under our coverage for such products. We conduct training programme for the teams which assemble the prefabricated structures at the site of installation. We believe that our monolithic constructions and prefabricated structures businesses have a successful track record of executing projects, enabling us to form strong relationships with our customers and bid for new projects.

In relation to our industrial and retail custom moulding business, we believe that our advanced technology, wide range of high quality products and our presence across multiple geographies enable us to service multi-national clients and develop strong relationships with customers such as major automotive OEMs and electrical equipment manufacturers.

Senior management team with strong operating experience

Our senior management has significant experience in the plastics and textiles industry and we believe that this experience is a key competitive advantage, enabling them to make critical business decisions that result in faster and more efficient implementation of ideas and projects. Our management team has a track record of growth and significant domain knowledge in both the plastics and the textiles industries and relevant experience in the geographies in which we operate. Our management team has diverse strengths including in relation to sales of our products and services, operations management, process excellence, building infrastructure, technology management, scaling businesses and growing the business in a disciplined and planned manner.

Strategy

Our principal objective is to continue to expand our core businesses. Key elements of our strategy to achieve this objective include:

Continued focus on high growth businesses

We propose to continue our focus on high growth businesses such as custom moulding and prefabricated structures, by identifying profitable areas of growth across our product lines and focusing on pedigreed projects and customers with short payment cycles.

We intend to develop our monolithic construction business through initiatives targeted at warehousing and agri-shed projects, State Housing Board projects that promise faster approvals and have budgetary fund allocation, catering to middle income group and high income group segments for high value projects and focus on key geographical areas where we believe there are suitable opportunities and visible cash flow. In addition, we intend to strengthen the footprint of our prefabricated structures business and expand capacity to cater to growing demand. We intend to seek to expand in tribal areas and hilly terrains, where we believe conventional

28

construction is difficult and prefabricated structures are cost and time efficient. We expect that the continuing demand for rural education, sanitation and healthcare in India will drive the expansion of this business. We also expect our industrial custom moulding business to grow as we continue to focus on environmentally-friendly products and solutions.

In order to capitalise on the opportunities in high growth businesses, we have completed the expansion of our manufacturing capacities in a targeted manner to address emerging demand, leverage economies of scale and widen geographic presence. This includes a new plant at Kalol in relation to our monolithic construction business, capacity expansion of our prefabricated structures manufacturing facilities at Kalol along with the purchase of imported machinery for our building materials and custom moulding business and replacement of old rock and roll machines in relation to our custom moulding business across our plants in India. Further, we have commissioned a new plant at Namakkal in connection with our prefabricated business as well as plants at Nagpur and Namakkal in relation to our custom moulding operations. We are also in the process of setting up a new manufacturing facility in Uttar Pradesh to cater to the market for retail custom moulding products. In addition, we propose to modernise and upgrade the technology used in various departments of our textiles business. We further propose to implement a franchise-based model in relation to our home interior products to expand our reach and offer customised solutions.

Continued focus on innovation

We believe that we have been able to evolve with the requirements of the market, and that we have a well established track record of successfully introducing and developing the markets for new products in the plastics industry in India. Some of the products our building materials and custom moulding business has introduced and developed include monolithic constructions, prefabricated bunk houses, sandwich panels, packaged waste water treatment solutions, moulded biogas units, septic tanks and solid waste management products. Our textiles business also has a long history of introducing new and innovative products such as jacquards and corduroys to the Indian market.

In relation to our building materials and custom moulding business, we have recently introduced sandwich panels into our product portfolio, and we believe that there will be growing demand for this product from the building and construction sector. Further, we have upgraded the machinery at our custom moulding manufacturing facilities in India with modern rotational moulding technology for benefits in cycle times, production rates and consistency in products, and have introduced blow moulding technology in relation to our water storage tanks to broaden our product portfolio, while growing the market for these products by expanding into tier-II and tier-III cities in India. Going forward, we plan to develop fashionable and eco-friendly products, as well as home furnishing products with different finishes and new textile products such as 100% cotton jacquard napkins, piece dyed jacquard and plain upholstery and fabric for automobiles.

Leverage acquisition-related synergies

We propose to leverage our global footprint to encourage collaboration between our various subsidiaries to enhance technology-sharing and identify potential labour arbitrages and other synergies. We believe this will enable us to take advantage of our global footprint, industry knowledge and expertise to identify cross-selling opportunities for our existing product portfolio in various markets to the global customers of our overseas subsidiaries, as well as to expand our geographical coverage and customer-base by venturing into new territories. With low value-added products being manufactured in India and our European operations focusing on manufacturing high value-added products, we believe we will be able to achieve margin improvement in both geographies, with the ultimate aim of shifting a greater proportion of manufacturing operations to lower-cost centres such as India to service our global clients.

Focus on projects with high cash flow visibility for our monolithic construction business

In order to take advantage of the growing demand for social infrastructure in India, we propose to focus the growth of our monolithic construction business in projects and geographies which we believe offer high visibility of cash flows and faster payment cycles. Towards this end, we will seek to increase our involvement in State Housing Board projects that promise speedier approvals and efficient budgetary fund allocation, as well as LIG and MIG housing projects. We will also seek to acquire projects that involve larger constructions in order to develop our execution capabilities and our technical qualifications for larger projects. Our goal is to grow this business line in a strategic manner, overcoming the current cash flow difficulties that it faces due to

29

Governmental policy considerations, while contributing to the overall social infrastructure growth of the country.

Maintain the assurance of excellence associated with our brands

We believe that the “Sintex” brand is associated with excellence in our products. Our textiles business caters to the high end segment of the textile industry in India and in the international market and a number of our customers provide textiles to some of the most well recognised brands in the textiles industry, both in the domestic and international markets.

We believe that our water tanks business has also given us brand recognition in India. We intend to leverage this brand recognition. In order to realise this intent, we have and intend to continue to invest in modern facilities to produce innovative products in an efficient manner.

30

SUMMARY FINANCIAL INFORMATION The summary of financial information set forth below has been derived from our Audited Financial Statements and our Reviewed Financial Statements, as the case may be, included elsewhere in this Placement Document. Our Financial Statements have been prepared and presented in accordance with Indian GAAP, the Companies Act and the Companies (Accounting Standards) Rules, 2006. For a summary of our significant accounting policies and the basis of the presentation of our Financial Statements, please refer to the notes thereto included elsewhere in this Placement Document. The summary financial information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements included elsewhere in this Placement Document.

Condensed Consolidated Balance Sheet as at September 30, 2012

(ì in million)

Particulars As at

Sept. 30, 2012

As at March 31,

2012

As at Sept. 30,

2011 A. EQUITY AND LIABILITIES

1 Shareholders’ funds (a) Share Capital (b) Reserves and surplus

271.1 27,424.0

271.1 26,211.8

271.1 25,390.0

2 Non-current liabilities (a) Long-term borrowing (b) Deferred tax liabilities (c) Other long-term liabilities (d) Long –term provisions

27,695.1

13,410.7 2,857.1

168.1 151.1

26,482.9

12,724.8 2,791.5

166.3 149.3

25,661.1

24,373.2 2,524.5

229.8 2,836.7

3 Current liabilities (a) Short-term borrowing (b) Trade payable (c) Other current liabilities (d) Short-term provisions

16,587.0

17,610.8 5,523.8 2,543.5 3,199.0

15,831.9

16,822.0 5,308.3 2,405.9 3,444.9

29.964.2

3,334.7 6,767.0 2,013.3

601.6

28,877.1 27,981.1 12,716.6 Total 73,159.2 70,295.9 68,341.9

B. ASSETS 1. Non-current assets (a) Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress

24,307.5 1,321.4 3,477.7

25,025.9 1,376.7 2,531.0

22,466.5 1,419.9 1,469.8

(b) Goodwill on Consolidation (c) Non-current investments (d) Deferred tax assets (e) Long-term loans and advances

29,106.6 2,168.2

691.1 385.8

1,705.9

28,933.6 2179.2 669.1 410.1

1,764.1

25,356.2 2,190.1

574.5 428.8

3,153.8

2. Current assets (a) Current investments (b) Inventories (c) Trade receivables (d) Cash and cash equivalents (e) Short-term loans and advances (f) Other current assets

4,951.0

753.9 4,161.0

17,302.5 7,390.5 9,012.1

481.6

5,022.5

753.7 3,955.1

16,534.5 7,206.1 7,441.6

448.8

6,347.2

2,718.5 4,138.4

15,276.7 8,985.9 5,149.3

369.7

31

Particulars As at

Sept. 30, 2012

As at March 31,

2012

As at Sept. 30,

2011 39,101.6 36,339.8 36,638.5

Total 73,159.2 70,295.9 68,341.9

Condensed Consolidated Statement of Profit and Loss for the six month period ended September 30, 2012

(ì in million)

Particulars

For the six month period

ended Sept. 30, 2012

For the year ended

March 31, 2012

For the six month

period ended Sept. 30,

2011 1 Revenue from operations (gross) Less : Excise duty

23,205.7 581.4

45,341.8 974.1

23,102.9 472.0

Revenue from operations (net) 2 Other income

22,624.3 272.6

44,367.7 672.4

22,630.9 294.4

3 Total revenue (1+2) 22,896.9 45,040.1 22,925.3 4 Expenses (a) Cost of materials consumed (b) Purchases of stock-in-trade (c) Changes in inventories of finished goods and work -in- progress (d) Employee benefits expense (e) Finance costs (f) Depreciation and amortisation expense (g) Other expenses

12,679.5

629.1 (238.5)

2,713.6

714.6 987.7

3,402.9

25,067.5

797.7 (23.2)

5,119.7 1,358.3 1,678.2

6,396.8

12,669.6

398.8 (141.8)

2,457.3

766.2 875.9

3,360.9

Total expenses 20,888.9 40,395.0 20,386.9 5 Profit before exceptional items and tax (3 - 4) 6 Exceptional items

2,008.0

337.2

4,645.1

466.4

2,538.4

606.0

7 Profit before tax (5 - 6) 8 Tax expense: (a) Current tax expense for current period/ year (b) (Less): MAT credit (c) Current tax expense relating to prior periods/years

1,670.8

409.0

- -

4,178.7

909.6

(150.5) 76.3

1,932.4

499.9

- 75.4

(d) Net current tax expense (e) Deferred tax

409.0 90.0

835.4 324.2

575.3 38.5

499.0 1,159.6 613.8 9 Profit after tax before Minority Interest & Share of Profit of Associate (7-8) 10 Share of Profits attributable to Minority Interest 11 Share of Profit of Associate

1,171.8

-

19.7

3,019.1

-

49.0

1,318.6

-

15.1

12 Profit for the period/ year (9 - 10 + 11) 1,191.5 3,068.1 1,333.7 13 Earnings per share (of ìììì 1/- each): (a) Basic (In ì) (b) Diluted (In ì)

4.40 4.40

11.32 11.32

4.92 4.92

32

Condensed Consolidated Cash Flow Statement for the six month period ended September 30, 2012

(ì in million)

Particulars

For the six month period

ended Sept. 30,

2012

For the year ended

March 31, 2012

For the six month period

ended Sept. 30,

2011 A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit before tax Adjustments for : Profit on Sale of Fixed Assets & Investments Unrealised Foreign Exchange (Gain)/Loss (Net) Interest Income Depreciation Interest and Financial Charges Provision for Doubtful debts and advances Employees Compensation Expenses Dividend income

1,670.8

(1.5) 305.0

(129.0) 987.7 714.6

2.0 -

(0.5)

4178.7

(156.9) 197.1

(328.5) 1,678.2 1,358.3

7.3 10.0

-

1,932.4

(69.2) 933.8

(184.1) 875.9 766.2

2.8 10.0 (1.9)

1,878.3 2,765.5 2,333.5

Operating profit before working capital changes Adjustments for : Trade & other receivables Inventories Trade payables

3,549.1

(2,314.5) (205.9)

244.6

6,944.2

(5,582.5) (185.2) (494.4)

4,265.9

(2,078.0) (368.5)

677.2

(2,275.8) (6,262.2) (1,769.3)

Cash generated from/(used in) operations Direct taxes paid (Net)

1,273.3 (434.6)

682.0 (1,242.3)

2,496.6 (668.4)

Net cash from/(used in) Operating Activities - (A)

838.7 (560.3) 1,828.2

B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets and capital work in progress Sale of fixed assets Purchase of Investments Sale of Investments Interest received Dividend received

(885.3)

34.4 (2.3)

- 129.0

0.5

(7,554.5)

2,454.6 (60.8) 181.6 328.5

-

(2,953.2)

2.6 (0.1)

- 184.1

1.9

Net cash (used in) Investing Activities - (B) (723.7) (4,650.6) (2,764.7) C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Long Term Borrowings Repayment of Long Term borrowings Net increase/(decrease) in working capital borrowings Interest paid Dividend paid

1,160.0 (547.1)

442.2

(933.2) (201.8)

4,006.2 (1,362.8) (1,046.4)

(1,900.2)

(205.8)

3,733.6 (516.6)

(3,023.5)

(778.9) (203.9)

Net cash (used in) Financing Activities - (C)

(79.9) (509.0) (789.3)

Net increase/(decrease) in cash & cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the period/year Effect of exchange differences on restatement of foreign currency cash and cash equivalents

35.1

7,959.8

149.4

(5,719.9)

13,077.0

602.7

(1,725.8)

13,077.0

353.2

Cash and cash equivalents at the end of the 8,144.3 7,959.8 11,704.4

33

Particulars

For the six month period

ended Sept. 30,

2012

For the year ended

March 31, 2012

For the six month period

ended Sept. 30,

2011 period /year

Consolidated Balance Sheet as at March 31, 2012

(ì in million)

Particulars As at

March 31, 2012

As at March 31, 2011

A. EQUITY AND LIABILITIES 1 Shareholders’ funds (a) Share Capital (b) Reserves and surplus

271.1 26,211.8

271.1 23,744.5

3 Non-current liabilities (a) Long-term borrowing (b) Deferred tax liabilities (c) Other long-term liabilities (d) Long –term provisions

26,482.9

12,724.8 2,791.5

166.3 149.3

24,015.6

20,066.1 2,494.8

227.8 2,848.5

3 Current liabilities (a) Short-term borrowing (b) Trade payable (c) Other current liabilities (d) Short-term provisions

15,831.9

16,822.0 5,308.3 2,405.9 3,444.9

25,637.2

6,358.2 6,105.1 1,999.4

777.1

27,981.1 15,239.8 Total 70,295.9 64,892.6 B. ASSETS 1. Non-current assets (a) Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital work-in-progress

25,025.9 1,376.7 2,531.0

22,660.3 1,459.8

714.2

(f) Goodwill on Consolidation (g) Non-current investments (h) Deferred tax assets (i) Long-term loans and advances

28,933.6 2179.2

669.1 410.1

1,764.1

24,834.3 2190.1

559.3 437.6

1,262.8

2. Current assets (a) Current investments (b) Inventories (c) Trade receivables (d) Cash and cash equivalents (e) Short-term loans and advances (f) Other current assets

5,022.5

753.7 3,955.1

16,534.5 7,206.1 7,441.6

448.8

4,449.8

3,215.9 3,769.9

13,923.2 9,861.1 4,483.3

355.1

36,339.8 35,608.5 70,295.9 64,892.6

34

Consolidated Statement of Profit and Loss for the year ended March 31, 2012

(ì in million)

Particulars For the year

ended March 31, 2012

For the year ended

March 31, 2011 1 Revenue from operations (gross Less : Excise duty

45,341.8 974.1

45,577.6 826.1

Revenue from operations (net) 2 Other income

44,367.7 672.4

44,751.5 540.9

3 Total revenue (1+2) 45,040.1 45,292.4 4 Expenses (a) Cost of materials consumed (b) Purchases of stock-in-trade (c) Changes in inventories of finished goods and work -in- progress (d) Employee benefits expense (e) Finance costs (f) Depreciation and amortisation expense (g) Other expenses

25,067.5

797.7 (23.2)

5,119.7 1,358.3 1,678.2 6,396.8

25,497.9

771.5 36.5

4,613.1 1,089.2 1,491.0 5,763.5

Total expenses 40,395.0 39,262.7 5 Profit before exceptional items and tax (3 - 4) 6 Exceptional items

4,645.1 466.4

6,029.7 (62.4)

7 Profit before tax (5 - 6) 8 Tax expense: (a) Current tax expense for current year (b) (Less): MAT credit (c) Current tax expense relating to prior years

4,178.7

909.6 (150.5)

76.3

6,092.1

1,297.3 (220.9)

67.8

(d) Net current tax expense (e) Deferred tax

835.4 324.2

1,144.2 364.1

1,159.6 1,508.3 9 Profit after tax before Minority Interest & Share of Profit of Associate (7-8) 10 Share of Profits attributable to Minority Interest 11 Share of Profit of Associate

3,019.1

- 49.0

4,583.8

2.6 18.9

12 Profit for the year (9 - 10 + 11) 3,068.1 4,600.1 13 Earnings per share (of ìììì 1/- each): (a) Basic (In ì) (b) Diluted (In ì)

11.32 11.32

16.97 16.97

Consolidated Cash Flow Statement for the year ended March 31, 2012

(ì in million)

Particulars For the year

ended March 31, 2012

For the year ended

March 31, 2011 A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit before tax Adjustments for : Profit on Sale of Fixed Assets & Investments Unrealised Foreign Exchange (Gain)/Loss (Net) Interest Income Depreciation Interest and Financial Charges Provision for Doubtful debts and advances Employees Compensation Expenses Dividend income Miscellaneous expenditure written off

4178.7

(156.9)

197.1 (328.5) 1,678.2 1,358.3

7.3 10.0

- -

6,092.1

(149.1) 1,515.2 (329.6) 1,491.0 1,089.2

12.2 75.3 (2.0)

0.1

2,765.5 3,702.3

Operating profit before working capital changes 6,944.2 9,794.4

35

Particulars For the year

ended March 31, 2012

For the year ended

March 31, 2011 Adjustments for : Trade & other receivables Inventories Trade payables

(5,582.5)

(185.2) (494.4)

(1,169.6)

(359.1) 2,398.9

(6,262.2) 870.2

Cash generated from/(used in) operations Direct taxes paid (Net)

682.0 (1,242.3)

10,664.6 (1,085.5)

Net cash from/(used in) Operating Activities - (A) (560.3) 9,579.1 B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets Sale of fixed assets Purchase of Investments Sale of Investments Expenses related to Debentures Issued Interest received Dividend received

(7,554.5)

2,454.6 (60.8) 181.6

- 328.5

-

(6,920.0)

56.5 (271.2)

130.0 (81.0) 329.6

2.0

Net cash (used in) Investing Activities - (B) (4,650.6) (6,754.1) C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Equity Shares including Security Premium Proceeds from Long Term Borrowings Repayment of Long Term borrowings Net increase/(decrease) in working capital borrowings Interest paid Dividend paid

-

4,006.2 (1,362.8) (1,046.4) (1,900.2)

(205.8)

3.6

4,918.0 (4,038.2)

554.7 (1,680.8)

(190.2)

Net cash (used in) Financing Activities - (C) (509.0) (432.9) Net increase/(decrease) in cash & cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the year Effect of exchange differences on restatement of foreign currency cash and cash equivalents

(5,719.9)

13,077.0 602.7

2,392.1

10,732.6 (47.7)

Cash and cash equivalents at the end of the year 7,959.8 13,077.0

Consolidated Balance Sheet as at March 31, 2011

(ì in million)

Particulars As at

March 31, 2011

As at March 31,

2010 SOURCES OF FUNDS Shareholders’ Funds Share Capital Reserves & Surplus

271.1 23,744.5

271.0 19,197.8

Minority Interest Loan Funds Secured Loans Unsecured Loans

24,015.6

16,352.3 11,385.6

19,468.8 189.6

14,452.6 11,850.8

Deferred Tax Liability

27,737.9 2,494.8

26,303.4 2,049.9

Total 54,248.3 48,011.7 APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation

33,276.1 9,156.0

25,580.5 7,746.2

Net Block Capital Work in Progress

24,120.1 1,362.8

17,834.3 1,716.4

25,482.9 19,550.7

36

Particulars As at

March 31, 2011

As at March 31,

2010 Goodwill on Consolidation Deferred Tax Asset Investments Current Assets, Loans & Advances Inventories Sundry Debtors Cash & Bank Balances Loans & Advances

2,190.1 437.6

3,775.2

3,769.9 14,228.9

9,861.1 5,146.7

2,665.1 356.8

2,470.2

3,410.8 10,120.5

9,295.4 8,156.5

Less: Current Liabilities & Provisions

33,006.6 10,644.2

30,983.2 8,014.5

Net Current Assets Miscellaneous Expenditure (To the extent not written off or adjusted)

22,362.4 0.1

2,2968.7 0.2

Total 54,248.3 48,011.7

Consolidated Profit and Loss Account for the year ended March 31, 2011

(ì in million)

Particulars For the year ended March

31, 2011

For the year ended March

31, 2010 INCOME Gross Sales Less: Excise duty and Sales Tax

46,296.7

1,545.2

34,196.1

1,379.7

Net Sales Other Income Increase/(Decrease) in Finished and Process Stocks

44,751.5 603.3 (36.5)

32,816.4 1,253.7 (275.1)

EXPENDITURE Raw Materials Consumed Employees' Emoluments Manufacturing & Other Expenses Interest & Finance Charges Depreciation & Amortisation

45,318.3

26,269.4 4,613.1 5,763.5 1,089.2 1,491.0

33,795.0

17,709.7 4,389.0 5,437.6

730.8 1,444.6

39,226.2 29,711.7

Profit before tax Provision for Taxation Current Tax MAT Credit Deferred Tax

6,092.1

1,297.3 (220.9)

364.1

4,083.3

621.4 (185.4)

273.5

1,440.5 709.5

Excess/(Short) provision of taxation of earlier years (Net)

4,651.6 (67.8)

3,373.8 (62.6)

Profit after Tax before Minority Interest and Share of Profit of Associate Less: Minority Interest in post acquisition profit Add: Share of Profit of Associate

4,583.8

2.6 18.9

3,311.2

21.2 -

Profit after Tax Balance brought forward from previous year

4,600.1 10,155.0

3,290.0 7,461.2

Profit available for Appropriations 14,755.1 10,751.2

APPROPRIATIONS Proposed Dividend-Equity Shares Tax on Dividend General Reserve Debenture Redemption Reserve Balance carried to Balance Sheet

177.4

28.4 402.0 285.8

13,861.5

163.8

26.7 303.5 102.2

10,155.0

Total 14,755.1 10,751.2

37

Particulars For the year ended March

31, 2011

For the year ended March

31, 2010 Earnings per share Basic (In ì) Diluted (In ì)

16.97 16.97

12.14 12.14

Consolidated Cash Flow Statement for the year ended March 31, 2011

(ì in million)

Particulars For the year ended March

31, 2011

For the year ended March

31, 2010 A. CASH FLOW FROM OPERATING ACTIVITIES Net profit before tax Adjustments for : Profit on Sale of Fixed Assets & Investments Unrealised Foreign Exchange (Gain)/Loss (Net) Interest Income Depreciation Interest and Financial Charges Provision for Doubtful debts and advances Bad Debt Written Off Employees Compensation Expenses Dividend income Miscellaneous expenditure written off

6,092.1

(149.1) 1515.2 (329.6) 1,491.0 1,089.2

12.2 -

75.3 (2.0)

0.1

4,083.3

(95.8) (189.5) (300.7) 1,444.6

730.8 0.5

37.1 102.7

- 1.9

3,702.3 1,731.6

Operating profit before working capital changes Adjustments for : Trade & other receivables Inventories Trade payables

9,794.4

(1,169.6) (359.1) 2,398.9

5,814.9

(6,296.0) 360.2

(1,425.4)

870.2 (7,361.2)

Cash generated from/(used in) operations Direct taxes paid (Net)

10,664.6 (1,085.5)

(1,546.3) (710.8)

Net cash from/(used in) Operating Activities - (A) 9,579.1 (2,257.1) B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of fixed assets Sale of fixed assets Purchase of Investments Sale of Investments Expenses related to Debentures Issued Interest received Dividend received

(6,920.0) 56.5

(271.2) 130.0 (81.0) 329.6

2.0

(1,391.4) 123.7

(719.2) - -

266.9 -

Net cash used in Investing Activities - (B) (6,754.1) (1,720.0) C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Equity Shares including Security Premium Proceeds from Term Borrowings Unsecured Loan from Bank Interest paid Repayment of borrowings Dividend paid

3.6 4,918.0 1,020.0

(1,680.8) (4,503.5)

(190.2)

- 4,694.5 1,000.0

(1,203.8) (1,044.8)

(176.4)

Net cash from Financing Activities - (C) (432.9) 3,269.5 Net Changes in Cash & Cash Equivalents (A+B+C) Add: Cash & Cash Equivalents-Opening Balance

2,392.1 10,732.6

(707.6) 11,440.2

Cash & Cash Equivalents-Closing Balance 13,124.7 10,732.6

38

RISK FACTORS

An investment in equity shares involves a high degree of risk. You should carefully consider each of the following risk factors and all other information set forth in this Placement Document, including the risks and uncertainties described below, before making an investment in our Equity Shares. This section should be read together with “Industry”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as the other financial statements and other financial information included elsewhere in this Placement Document.

The risks and uncertainties described below are not the only risks that we currently face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business, results of operations and financial condition. If any or some combination of the following risks, or other risks that are not currently known or believed to be material, actually occur, our business, financial condition and results of operations could suffer, the trading price of, and the value of your investment in, the Equity Shares could decline and you may lose all or part of your investment. In making an investment decision, you must rely on your own examination of our Company and the terms of this Issue, including the merits and risks involved.

This Placement Document also contains forward-looking statements that involve risks and uncertainties. Our results could differ materially from such forward-looking statements as a result of certain factors including the considerations described below and elsewhere in this Placement Document.

Unless otherwise stated, references in this section to the “Company” are to Sintex Industries Limited, and references to “we”, “our” or “us” are to the Company and its Subsidiaries.

Risks Relating to our Business

Our inability to manage our growth or to successfully implement our growth strategy could materially and

adversely affect our business, results of operations, financial condition and prospects.

We have experienced substantial growth over the past four years. Our revenue from operations increased at a CAGR of 18.2% from ì 22,742.3 million in Fiscal 2008 to ì 44,367.7 million in Fiscal 2012. During this period, our profit after tax increased at a CAGR of 7.4% from ì 2,303.2 million to ì 3,068.1 million. Our revenue from

operations and profit after tax during the six month period ended September 30, 2012 was ì 22,624.3 million and ì 1,191.5 million, respectively.

The growth in our revenues and profits is primarily a result of the growth in revenues from our building materials and custom moulding business, which we attribute to the launch of new products, extension of our product range, our entry into the international market and the successful execution of projects in our monolithic construction business. Our principal growth strategy is to continue to expand our core business in the areas of plastics and textiles. Our growth strategy also includes expanding our production capacity and geographic reach, continuous innovation and focusing on high growth segments such as prefabricated structures and custom-moulding. Our principal growth strategy for our monolithic construction business is to develop our execution capabilities by participating in relatively large projects in collaboration with other contractors.

We cannot assure you that we will be able to sustain the past growth in our revenue and profits or implement our growth strategy successfully, or that we will be able to expand further or diversify our operations effectively. For instance, we may not be successful in introducing new products. We have recently introduced new products such as sandwich panels and waste-management products, and may introduce further new products, in relation to which we may encounter significant competition from other local or international entities already offering or intending to offer these products. We cannot assure you that we will be able to compete effectively against such entities. Even if we were able to introduce these new products successfully, we cannot assure you that we will be able to achieve our intended growth. We currently operate in, and will continue to enter into, markets where we have limited or no prior experience and where our competitors may have stronger market positions.

If we grow too rapidly, we will be required to continuously evolve and improve our operational, administrative, financial and internal controls across our organisation. The management of these businesses, training of our workforce and the continued development of financial and management controls for our expanded operations or relatively new businesses could place a strain on our management resources and require significant additional expenditure. Further, if we fail to make a proper assessment of the operational risks, credit risks and execution risks associated with these businesses, our business, results of operations, financial condition and prospects may be materially and adversely affected.

39

Our monolithic constructions and prefabricated structures businesses are capital intensive and are

significantly dependent on policies of various governmental entities in India as well as the demand for low-

cost public housing, construction of social infrastructure and urban redevelopment in India.

Our plastics segment contributed 89.3%, 88.4% and 89.6% of our total revenues in Fiscal 2011, Fiscal 2012 and during the six month period ended September 30, 2012, respectively. During these periods, the revenue from our monolithic construction business represented 29.5%, 24.1% and 20.0%, respectively, of our total revenues and the revenue from our prefabricated structures business line represented 14.2%, 16.0% and 17.6%, respectively, of our total revenues.

Freight economics and logistics require prefabricated product assembly units to be located within close radius of the site of installation in order to be economically viable. Therefore, a geographical spread of manufacturing locations is required that can ensure delivery of prefabricated turnkey solutions at the doorstep of customers within a short lead-time. Accordingly, we have in the past established manufacturing units and plan to continue to increase the capacity of our existing manufacturing units across India to be able to optimise our competitive advantage in this business. These investments require significant capital expenditure.

Further, the demand for prefabricated structures is significantly dependent on the demand for low-cost public housing, the construction of social infrastructure and the increased pace of urban redevelopment in India, which are presently driven primarily by policies, incentives, budgetary allocations and other resources allocated for such projects by various central and state governmental entities, which, in turn, are influenced by the prevailing economic conditions in India, and globally. For example, the monolithic constructions business experienced slow growth in Fiscal 2012 due to decelerated decision-making by the government and a decrease in fund disbursements during this period. We cannot assure you that the demand for public housing and social infrastructure will continue to grow at the same pace as it has in the past, or at all. Any adverse change in the focus or policy framework regarding such projects or any unanticipated decrease in the demand for such projects may materially and adversely affect our business, financial condition and results of operations. Further, if a cheaper or faster alternative that meets the needs of cheaper housing or economically viable urban redevelopment becomes available, our prefabricated business, and particularly our monolithic construction business, may be adversely affected, which may adversely affect our results of operations and the returns on our investments in the capacity expansions undertaken for this business.

Our failure to manage successfully the expansion of our business or manage efficiently the businesses we

may acquire in the future could materially and adversely affect our business, results of operations, financial

condition and prospects.

Our business is rapidly expanding and the introduction of new products might expose us to new business risks, which we may not have the expertise, capability or the systems to manage.

We have in the past acquired companies and businesses, which have helped us expand our product offerings, manufacturing facilities and customer base. We may continue to pursue acquisitions in the future as well in order to pursue growth and to position ourselves as a global plastics and textile company. While we have not faced any material problems with our integration plans or strategy, there can be no assurance that problems will not arise in the future. Further, our integration plans may take longer than expected or result in more costs than estimated. The success of our past acquisitions and any future acquisitions will depend upon several factors, including our ability to:

• expand our relationships with customers, suppliers and third parties and integrate acquired operations, products and technologies into our organisation; and

• retain and motivate key managerial personnel and to manage unanticipated problems, expenditures or legal liabilities of the acquired businesses.

Any acquisition or integration of expanded operations into our existing operations may require a significant capital investment and financial resources. This, coupled with the delays associated with acquiring recognition in local markets, infrastructure readiness and the challenges of competing with established local firms, especially for hiring and retaining employees, can create a time lag between the initial capital outlay and the generation of a return on the capital employed. We cannot assure you that we will be able to achieve the strategic purpose of such an expansion or an acceptable return on such an investment. Our inability to effectively execute the planned expansion strategy, integrate successfully the expanded operations or manage or finance such undertakings while managing our existing operations may materially and adversely affect our overall operations and financial condition.

Our diverse and complex global operations subject us to risks in multiple countries that could adversely affect

our business, cash flows, results of operations, financial condition and prospects.

40

We currently market and distribute our products and services and have a presence in 12 countries across four continents, which include, among others, France, Germany, Hungary, India, Morocco, the Netherlands, Slovakia, Tunisia, the United Kingdom and the United States. In the six month period ended September 30, 2012, 25.7% of our revenue was generated from our Subsidiaries outside India. Our future revenue growth depends upon the successful operation of our manufacturing facilities, the efficiency of our delivery and distribution system and the successful management of our sales, marketing, support and service teams through direct and indirect channels in various countries around the world where our current or potential customers are located. The expansion of our business has required, and we expect will continue to require, that we establish new offices, manufacturing facilities, hire new personnel and manage businesses in widely disparate locations with different economies, legal systems, languages and cultures. In addition, we are affected by various factors inherent in carrying out business operations on an international scale, such as:

• coordinating and managing global operations;

• political instability and related uncertainties;

• different economic and business conditions and different accounting practices;

• difficulties in staffing and managing foreign operations, including coordinating and interacting with our local representatives and partners to fully understand local business and regulatory requirements;

• immigration and labour laws, which may prevent us from deploying or retaining an adequate number of employees in foreign countries;

• foreign currency exchange rate fluctuations;

• varying and possibly overlapping tax regimes, including the risk that the countries in which we operate will impose taxes on inter-company relationships;

• exposure to different legal standards, warranty requirements and enforcement mechanisms, including differing creditors’ rights and insolvency regimes;

• restrictions on repatriation of earnings, tariffs and other restrictions on trade and differing import and export licensing and other legal requirements;

• maintaining stable and reliable transportation infrastructure;

• other regulatory changes affecting our business and the plastics industry in general; and

• limited protection for intellectual property rights in some countries.

The complexity and scope of our business places significant demands on our management. If we are unable to efficiently manage the factors set out above, our business, cash flows, results of operations, financial condition and prospects could be adversely affected.

Fluctuations in the exchange rate of the Indian Rupee and other currencies could materially and adversely

affect our businesses, results of operations and financial condition as well as the value of the Equity Shares.

Our operations are subject to risk arising from fluctuations in exchange rates with reference to countries in which we operate. These risks primarily stem from the relative movements of the U.S. Dollar, the Euro and the Indian Rupee. In addition, we have a portion of long-term debt denominated in foreign currencies, principally the U.S. Dollar and Euro, and are sensitive to fluctuations in foreign currency exchange rates. For instance, we recorded a gain of ì 62.4 million in Fiscal 2011 and a loss of ì 466.4 million in Fiscal 2012 as a result of increased volatility in the Indian Rupee during this period, and, in the six month period ended September 30, 2012, we recorded a loss of ì 337.2 million. We record transactions in foreign currency at the exchange rates prevailing at the time such transactions were effected, in accordance with Indian GAAP. For details in relation to our accounting policy, see note 2(m) to our audited financial statements for Fiscal 2012. We recorded revenues of ì 12,796.6 million and ì 11,245.2 million in foreign currencies in Fiscal 2011 and Fiscal 2012, respectively.

We have experienced and expect to continue to experience foreign currency fluctuations that could affect our gross and operating profit margins and could result in foreign exchange and operating losses and gains on obligations denominated in foreign currencies in respect of our borrowings and foreign currency assets and liabilities. The impact of future exchange rate fluctuations on our financial condition or results of operations cannot be accurately predicted. Any adverse fluctuation in the exchange rate of the Indian Rupee and other currencies could materially and adversely affect our businesses, results of operations and financial condition as well as the value of the Equity Shares.

Further, the Equity Shares are quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of the Equity Shares will be paid in Indian Rupees and subsequently converted into appropriate foreign currency for repatriation. Any adverse movement in exchange rates during the time it takes to undertake such conversion may reduce the net dividend paid to shareholders. In addition, any adverse movement in exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India, for example, because of a delay in

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regulatory approvals that may be required for the sale of Equity Shares, may reduce the net proceeds received by shareholders.

Our customers may fail to pay us the amounts due to us on time or at all, which could materially and

adversely affect our business, cash flows, results of operations, financial condition and prospects.

We generally provide credit terms to our customers across all our businesses. If there is any deterioration in our customers’ financial condition, including insufficient liquidity, they may be unable to pay us accounts receivables on time or at all. Any failure or delay in payment could also lead us to further extend our payment terms, restructure our accounts receivable or create allowances for doubtful debts. All of these factors could materially and adversely affect our cash flows, results of operations and financial condition.

Our trade receivables increased from ì 13,923.2 million as at March 31, 2011 to ì 16,534.5 million as at March 31, 2012, which consequently increased our working capital requirements. As at September 30, 2012, our trade receivables were ì 17,302.5 million. Trade receivables increased significantly during these periods primarily on account of delays in payments for execution of certain government contracts and other projects. The on-going global economic uncertainty could increase the risk of our customers being unable to pay amounts due to us and of our customers or clients going into bankruptcy or reorganisation proceedings, which could affect our ability to collect our receivables. For details, see “––Lack of improvement or worsening global economic conditions could have an adverse impact on the demand for our products and services, and, as a result, our business, results of operations, financial condition and prospects.”. If one or more of our customers or clients were to become insolvent or otherwise unable or unwilling to pay for their orders, our business, cash flows, results of

operations, financial condition and prospects could be adversely affected.

We derive a majority of revenue for our building materials business from government contracts, which are

prone to delays and longer working capital cycles, which could in turn adversely affect our business and

results of operations.

Our plastics segment contributes a significant portion to our total revenues. In Fiscal 2011, Fiscal 2012 and the six month period ended September 30, 2012, the revenue generated by our prefabricated structures and monolithic construction businesses, taken together, accounted for approximately 43.7%, 40.1% and 37.6%, respectively, of our total revenues. A majority of the sales in this business are to the Indian Government or state-linked entities for education, healthcare and sanitation infrastructure in India. See “Business––Building Materials and Custom Moulding––Products”. The Indian Government and state-linked entities typically take a longer period than corporates to make payment for services rendered. Our reliance on such government contracts may lead to a longer working capital cycle. There is no assurance that we will be able to obtain payment from the Indian Government and state-linked entities in a timely fashion, or, if bad debts fall due, that we will be able to enforce repayment for such amounts. In addition, if government spending on education, healthcare and sanitation should reduce, our revenue, and our business and results of operations may be adversely affected.

If we are unable to service our debts, or if we breach the covenants of our debts and such breach is not waived, our business and financial condition could be adversely affected.

As at September 30, 2012, our total debt on a consolidated basis aggregated ì 32,315.1 million, including bank borrowings amounting to ì 14,067.4 million, representing a gearing ratio (total secured and unsecured loans on a consolidated basis over total shareholders’ funds) of 1.17:1, while our total secured and unsecured loans on a standalone basis aggregated ì 28,991.6 million, representing a gearing ratio of 1.19:1. Of these, we have outstanding ì 6,000.0 million in non-convertible debentures (“NCDs”), which have been rated “AA+” by CARE, of which NCDs for ì 3,500.0 million are currently scheduled to be redeemed at par in June 2015. Further, NCDs for ì 2,500.0 million are currently scheduled to be redeemed at par in three equal annual instalments starting from February 18, 2016. See “Financial Statements” for details in relation to the terms and conditions of these NCDs. If our debt ratings are downgraded, our ability to issue domestic debt securities on acceptable terms in the future could be adversely affected.

We must comply with various financial and other covenants under the loan agreements that we are a party to. Under some of these loan agreements, we are required to notify the lenders, and in some cases obtain their prior written consent, if we propose to, among others, create mortgages on our assets, enter into new long-term contracts, authorise or issue additional capital stock or provide guarantees for the indebtedness of others. Moreover, our credit facilities may contain covenants that limit our operating and financing activities and may require the creation of security interests over our assets. We cannot assure you that the interests of our shareholders will not conflict with the interests of such lenders, and that any such conflict will not adversely affect the interests of our shareholders. Our failure to obtain waivers for any existing or future non-compliance of, or our inability to comply with, such undertakings or restrictive covenants in a timely manner, or at all, could

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also result in an event of default, which may result in an increase in the applicable interest rates or the acceleration of the relevant indebtedness and, through cross-default clauses, other indebtedness containing cross-default provisions. An event of default could also severely and negatively affect our ability to raise new funds or renew maturing borrowings on terms and conditions acceptable to us that may be needed to conduct our operations and pursue our growth initiatives.

Further, as at September 30, 2012, we have outstanding FCCBs aggregating U.S.$225.0 million, representing an entitlement to a total of 36,994,928 Equity Shares at the prevailing conversion price of ì 246.5 per equity share for the FCCBs. Unless previously converted, redeemed or cancelled, these FCCBs mature on March 13, 2013. However, if the FCCBs are not converted into equity, upon maturity they will have to be redeemed at 129.28% of their principal amount. If the same principal amount of the FCCBs is outstanding on March 13, 2013, their maturity date, the amount we will be required to pay bondholders on that date will be approximately U.S.$291.0 million. Further, if the Indian Rupee continues to depreciate against the U.S. Dollar and we are unable to access U.S. Dollar funds to redeem the FCCBs, the Indian Rupee resources required for the redemption could be significantly higher than anticipated, which could in turn adversely affect our results of operations and financial condition. Of the total proceeds raised through the FCCBs, as at September 30, 2012, we were able to utilise only an amount of U.S.$123.6 million and an amount of U.S.$101.4 million remained unutilised primarily because we could not finalise any suitable acquisition targets or expansion plans to deploy such amounts. While U.S.$101.4 million of such amounts were invested in interest earning fixed deposits pending utilisation for the purpose for which they were raised, we cannot assure you that the interest we earn through such deposits will be able to meet the finance costs for such funds.

Our ability to meet our payment obligations and to fund planned capital expenditures will depend on the success of our business strategy and our ability to generate sufficient cash flows from our operations in order to satisfy our obligations, which are subject to many uncertainties and contingencies beyond our control. In recent years, credit markets worldwide have experienced significant volatility including a reduction in liquidity levels, increasing costs for credit protection and a general decline in lending activity between financial institutions and in commercial lending markets worldwide. As a result, we have to incur increased financing costs. We cannot assure you that we will be able to raise financing on favourable terms or at all to repay our existing liabilities, including those related to the FCCBs, which could adversely affect our business and financial condition. Any subsequent action taken by our lenders may, individually or in aggregate, materially and adversely affect our ability to conduct our business and operations.

Our Auditors have highlighted certain inconsistencies between our accounting practices and the accounting

principles under Indian GAAP in relation to the use of amounts from our securities premium account for

acquisition related expenses by including certain statements as a matter of emphasis in their audit and review

reports on our financial statements.

Pursuant to a scheme of arrangement (the “Scheme”) approved by the Honourable High Court of Gujarat on March 25, 2009, we earmarked ì 2,000.0 million from the Securities Premium Account to the International Business Development Reserve Account (the “IBDR”) with effect from April 1, 2008 in order to meet various acquisition related expenses, including finance costs, legal costs, integration expenses and currency swap expenses, whether undertaken in the past or contemplated in the future. As at September 30, 2012, we had

adjusted ì 1,946.0 million against the earmarked balance of IBDR towards such acquisition related expenses in accordance with the accounting treatment prescribed under the provisions of the Scheme.

Our Auditors have highlighted certain inconsistencies between this accounting practice and the accounting principles under Indian GAAP by including certain statements as a matter of emphasis in their audit and review reports on our financial statements for Fiscal 2011, Fiscal 2012 and the six month period ended September 30, 2012. These statements highlight that the relevant principles under the Indian GAAP, in absence of the Scheme, would not have permitted the adjustment of such expenses against the Securities Premium Account or the IBDR. These statements further highlight that had we accounted for these expenses as per the principles under Indian GAAP, the balance of the Securities Premium Account or the IBDR would have been higher by ì 1,946.0 million as at September 30, 2012 and our profit after tax in Fiscal 2011, Fiscal 2012 and the six month period ended September 30, 2012 would have been lower by ì 464.7 million, ì 44.2 million and ì 24.5 million, respectively, as these expenses would have been charged to our statement of profit and loss during such relevant periods.

For further details, see “Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

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Lack of improvement or worsening global economic conditions could have an adverse impact on the demand

for our products and services, and, as a result, our business, results of operations, financial condition and

prospects.

Since August 2008, the global economy and financial markets have experienced extreme levels of instability, and there is substantial volatility in markets across asset classes, including, without limitation, stock markets, foreign exchange markets, commodity markets, fixed income markets and credit markets. In addition, global markets and economic conditions have been negatively impacted since 2010 by market perceptions regarding the ability of certain member states of the European Union (the “EU”) to service their sovereign debt obligations, triggered by large budget deficits and rising public debts. This in turn has forced governments to undertake aggressive budget cuts and austerity measures, in turn underscoring the risk of global economic and financial market volatility. Financial markets in the EU experienced increased volatility, several sovereign rating downgrades and continued concerns over the stability of the European monetary system and economy. These conditions have also been exacerbated as a result of market perceptions regarding the level of sovereign debt in the United States. Further, there are rising concerns of a possible slowdown in the Chinese economy. No assurance can be given that a further economic downturn or financial crisis will not occur, or that measures taken to overcome a crisis will be sufficient to restore stability in the global financial markets in the short term or beyond.

The Indian economy and its securities markets are influenced by economic conditions, developments and volatility in securities markets in the United States, the United Kingdom and other countries. Investors’ reactions to developments in one country may have adverse effects on the market price of securities of companies located in other countries, including India. This, in turn, could negatively impact the movement of exchange rates and interest rates in India.

Our business activities, including the production and sales of our custom moulded plastic products, continue to be substantially concentrated in India and France, where Nief Plastic is located. As a result, our revenues from, the results of operations and the future growth of our custom moulding business depend to a large extent on the economic growth in India and Europe. Any decline in the economy and market conditions in India and Europe could adversely affect our results of operations and future growth. The demand for our products and services is influenced by certain changes in these regions that include, among others, changes in government policies, economic conditions, demographic trends, consumer confidence, employment levels, fuel prices, interest rates, taxation, freight, issues related to labour relations, technological developments, regulatory requirements, political instability, trade agreements, easy availability of credit and increase in the disposable income available to consumers. Deterioration in key economic factors such as growth rates, interest rates and inflation as well as reduced availability of financing for our customers at competitive rates may adversely affect sales of our products around the world. The realisation of any of these risks could have a material adverse effect on our business, results of operations, financial condition and prospects.

Our inability to identify and understand evolving industry trends and preferences and develop new products,

particularly those required for the custom moulding business, that meet our customers’ evolving demands

may adversely affect our business, results of operations, financial condition and prospects.

Changes in competitive technologies may render certain of our products obsolete or less attractive. Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products in a timely manner is a significant factor in our ability to remain competitive. This is particularly important in order to compete effectively in the custom moulding business. We cannot assure you that we will be able to secure the necessary technological knowledge or capability, through technical assistance agreements or otherwise, which will allow us to develop our product portfolio in a manner that meets the demands of our customers, or that we will be able to install and commission the equipment needed to manufacture new products. If we are unable to obtain access to technology in a timely manner or at all, we may be unable to effectively implement our strategies, and our business, results of operations and prospects may be adversely affected. Moreover, we cannot assure you that we will be able to achieve the technological advances that may be necessary for us to remain competitive or that certain of our products will not become obsolete.

We are also subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in product development and failure of products to operate properly. We cannot assure you that we will be able to start new product programmes in time, or that the transitioning of our manufacturing facilities and resources to full production under the new product programmes will not impact production rates or other operational efficiency measures at our production facilities. In addition, we cannot assure you that our customers will execute on schedule the launch of their new product programmes for which

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we might supply certain parts or products. Our inability to successfully manage any of these risks could adversely affect our business, results of operations, financial condition and prospects.

Our business may be adversely affected by competition.

Our competitors include companies in India as well as a large number of international companies that are not subject to taxes and fiscal duties in India. A number of these international competitors have larger scale of operations, greater financial resources and a broader range of products. These international competitors may also benefit from greater economies of scale and operating efficiencies. Emerging companies attempting to obtain a share of the existing plastics and textiles markets also act as competitors by creating pricing pressures on our products. Further, in relation to our monolithic constructions business, we are dependent on the award of contracts, which are typically subject to a competitive process. Further, while service quality, technical ability, performance record, experience, health and safety records and the availability of skilled personnel are key factors in the award of construction contracts, price is often the deciding factor in most tender awards.

The primary competitive factors for plastics and textiles products are price, quality, manufacturing flexibility, delivery time and customer service. The relative importance of these factors is determined by the needs of particular customers and the characteristics of particular products. For example, most of the water tanks produced by us are of commodity grade and competition is principally on price, while competition for many of the high-value structured fibre and textile products that cater to the special needs of quality textiles manufacturers is based on quality and manufacturing flexibility as well as price. To the extent that one or more of our competitors gains an advantage with respect to any key competitive factor, our business could be adversely affected. We also face increased competition from suppliers of textile products based in the People’s Republic of China, especially in the lower quality and commodity segments.

Certain changes in the competitive environment could also have a material adverse effect on our business and operations. These changes could include significant capacity expansion by competitors, entry of new competitors into our key markets, intensification of price competition from other producers, and, in particular, producers with access to cheaper feedstock, the adoption of new trade restrictions and the adoption of new environmental laws and regulatory requirements. We cannot assure you that we will be able to compete successfully against either current competitors or new competitors in the future. Increased competition could result in significant price competition, reduced revenues, lower profit margins or loss of market share, any of which could materially and adversely affect our business, results of operation, financial condition and prospects.

Shortages of raw materials or volatility of raw material prices may adversely affect our business and results of operations.

Raw material cost is the largest component of our operating costs. In Fiscal 2012 and in the six month period ended September 30, 2012, the cost of materials consumed accounted for approximately 62.1% and 60.7%, respectively, of our total expenses. We require sufficient quantities of LLDPE, HDPE, cotton, cement, steel and polyvinyl chloride or PVC and other high quality raw materials to be obtained in a timely manner and at acceptable prices in order to sustain our operations. We acquire a significant portion of these raw materials from the spot market, and, as a result, our operations are vulnerable to changes in the supply and volatility in the prices of raw materials in the spot market.

For instance, we may not be able to obtain sufficient quantities of raw materials of an acceptable or comparable quality, or at acceptable prices, in the future from the spot market. This may affect our operating margins as we may not be able to pass on a short-term increase in prices of our raw materials to our customers. The quality of our products and customer acceptance of our products depends on the quality of the raw materials and the ability of our suppliers to deliver these materials in a timely manner. The failure of our counter-parties to deliver the raw materials in the necessary quantities or to adhere to specific delivery schedules, quality standards or technical specifications could adversely affect our ability to deliver orders on time and at the desired level of quality giving rise to contractual penalties or liabilities for failure to perform contracts or a loss of our customers and damage to our reputation, any of which could materially and adversely affect our business, cash flows, results of operations and prospects.

The most important raw materials for the prefabricated structures and monolithic construction businesses are cement, steel and PVC. These materials are sourced from third parties and their price has been known to be volatile. Any significant increase in the prices of these raw materials could materially affect these businesses

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and our results of operations if such price increases cannot be passed on to our customers by way of higher prices.

A large amount of oil-based raw materials such as PVC, LLDPE and HDPE are required in our plastics processing activities. We procure all of our oil-based raw materials from the spot market. Although we have not experienced any significant difficulties in obtaining PVC, LLDPE and HDPE raw materials to satisfy our plastics production requirements in the past, we cannot assure you that we will be able to meet our future PVC, LLDPE and HDPE requirements. Further, any significant increase in the prices of these raw materials could materially affect our business, results of operations or financial condition if such price increases cannot be passed on to our customers by way of higher prices.

We purchase all of the cotton used in our textiles operations from third parties. In Fiscal 2012 and in the six month period ended September 30, 2012, the cost of cotton yarn and other fibres accounted for approximately 2.8% and 2.5%, respectively, of our total expenses. The price of cotton yarn and other fibres generally follows the price trend of, and varies with market conditions for, cotton. Any changes in Government policies on trade in cotton could affect its price, and any significant volatility in the costs of cotton may exert pressure on our margins if increases in sales prices for our textiles products lag behind increases in the price of cotton. We do not enter into hedging arrangements with respect to prices of our feedstock, including cotton and cannot assure you that we will hedge any of our feedstock costs in the future or that any such hedges will produce successful results.

Our inability to obtain high-quality raw materials in a timely and cost-effective manner may cause delays in our production and delivery schedules, which may result in loss of customers and revenue, and, as a result, adversely affect our business and results of operations.

Cyclical changes in the plastics or textiles industry may adversely affect our revenues.

A significant proportion of our plastics and textiles products are fungible with the products of our competitors. As such, there are limitations on our ability to control the selling prices of these products. The plastics and textiles industries have been characterised by cyclical market conditions. Our margins are sensitive to changes in industry capacity, output levels, supply and demand balances domestically, regionally and internationally and changes in consumer demand for particular products. The demand for plastics and textiles products is typically dependent on the level of general economic activity, and weak economic conditions tend to mean reduced demand. Supply is affected by significant capacity additions, and, if such additions are not matched by a corresponding growth in demand, the average operating rates and margins in these industries will fall. It is not possible to predict accurately the supply and demand balances, general economic growth rates, market conditions and other factors that may affect industry operating rates and margins in the future. We cannot assure you that sales or margins of plastics or textiles products will improve or be maintained at current levels. A downturn in the market for any of our products may adversely affect the selling price or margins of such products and, as a result, our results of operations.

We are exposed to significant execution risks in relation to some contracts for our monolithic constructions

business, which may prevent us from realising the expected results and earnings.

Some of the projects for our monolithic constructions business are performed on a fixed-price or lump-sum basis. Under the terms and conditions of such fixed-price or lump-sum contracts, we agree for a fixed price for providing engineering, procurement and construction services for a part of the project. In the case of turnkey contracts, completed facilities which are delivered in a ready-to-operate condition, subject to contract variations pursuant to changes in the client’s project requirements and escalation clauses relating to increases in the prices of raw materials. The actual costs incurred by us in connection with the execution of a fixed-price or lump-sum turnkey contract may, however, vary from the assumptions underlying our bid for several reasons, including:

• unanticipated changes in engineering design of the project;

• inaccurate drawings and technical information provided by clients on which bids were based;

• unforeseen design and engineering construction conditions, site and geological conditions, resulting in delays and increased costs;

• inability of our clients to obtain requisite environmental and other approvals;

• delays associated with the delivery of equipment and materials to the project site;

• unanticipated increases in costs of equipment and other raw materials;

• delays caused by local and seasonal weather conditions; and

• suppliers’ or sub-contractors’ failure to perform their obligations in a timely manner.

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Under item-rate contracts, we agree to provide certain construction activities at a rate specified in the relevant contract. Such contracts provide an estimate of the quantity of activities involved and these quantities may be varied by the parties during the course of the project. While the additional costs associated with actual quantities exceeding estimated quantities may pass to us under typical circumstances, we, however, bear the risk associated with actual costs for construction activities exceeding the estimates in cases where contracts contain limits on price escalation clauses. Unanticipated costs or delays in performing part of the contract can have compounding effects by increasing costs of performing other parts of the contract. These variations and the risks generally inherent in the monolithic constructions business may result in our profits being different from those originally estimated and may result in reduced profitability or losses on projects.

We may not possess the bid capacity and pre-qualification capability to bid for larger projects in relation to

our monolithic constructions business.

The growth of our monolithic constructions business is dependent on our ability to bid for and secure larger projects than those that we currently undertake. Bidding for such projects is dependent on various criteria, including bid capacity and pre-qualification capability. Bid capacity relates to the highest possible value of a single project that can be awarded to us. In addition to meeting bid capacity requirements, we may also be required to pre-qualify for the projects. This includes various factors such as the technical capability and experience of having executed similar projects. We generally bid for monolithic constructions projects on a standalone basis and do not bid jointly with other parties. Our failure to satisfy the pre-qualification requirements for larger projects, or our failure to execute our existing construction projects on time and in accordance with the prescribed quality standards may result in us not being able to bid, or being disqualified from bidding, for certain projects. It is imperative to enhance our bid capacity and pre-qualification capability in order to bid for larger projects. However, we cannot assure you that we will be able to enhance, or maintain, our bid capacity and our pre-qualification capabilities, or that we will be able to continually secure projects, which may adversely affect our business, results of operations and prospects.

Tender processes in relation to our monolithic constructions business may be subject to unexpected

adjustments, delayed or cancelled, thereby reducing or eliminating our ability to undertake new projects.

Several projects in the monolithic constructions business are awarded through the competitive bidding processes. There can be no assurance that the projects for which we bid will be tendered within a reasonable time, or at all. The tender processes may also be subject to change in qualification criteria, unexpected delays and uncertainties. In the event that new projects which have been announced, and which we plan to tender for, are not put up for tender within the announced timeframe, or qualification criteria are modified such that we are unable to qualify, our business, results of operations, financial condition and prospects could be materially and adversely affected.

Further, we cannot assure you that the revenues anticipated from our existing projects will be realised or, if realised, will be realised on time or result in profits. Projects may not achieve financial closure. In addition, project delays, cancellations or adjustments may occur from time to time due to a variety of reasons, including incidents of force majeure or legal impediments. Any delay in projects could materially and adversely affect the growth of our order inflows and, as a result, our future earnings and profits.

Most of the customers of our custom moulding products do not commit to firm purchase orders for more than one month in advance and alterations in customer forecasts or orders could adversely affect our operating

results and result in a mismatch in our inventory of raw materials and of our finished products.

Our customers of our custom moulding products do not commit to firm purchase orders for more than one month in advance and in some cases commit to firm orders as short as one week in advance, which subjects us to substantial risks. Customers may change actual production quantities or delay production for a number of reasons. The volume and timing of sales to the customers of our custom moulding products may vary due to:

• variation in demand for our customers’ products;

• our customers’ attempts to manage their inventory;

• design changes; and

• changes in our customers’ manufacturing strategy.

Accordingly, we continue to experience reduced lead-times in orders from such customers. Our inability to forecast the level of customer orders with certainty influences the way we set up our business, schedule production and maximise utilisation of manufacturing capacity. In the past, we have been required to increase

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staffing and other expenses in order to meet the anticipated demand of our customers. Where such anticipated orders have failed to materialise or delivery schedules have been deferred as a result of changes in our customers’ business needs, our results of operations have been adversely affected. On other occasions, our customers have required a rapid increase in production, which has placed an excessive burden on our resources and caused a material increase in costs. Such customer order fluctuations and deferrals have exerted pressure on us in the past, and we may experience such effects in the future. In addition, because many of our costs and operating expenses are relatively fixed, a reduction in demand from customers of our custom moulding products can adversely affect our gross profits, operating results and cash flows.

We typically commit to order raw materials from our suppliers based on customer forecasts and orders. Cancellation by customers or any delay or reduction in their orders can result in a mismatch between the inventory of raw materials and the manufactured product that we hold, and could result in excess inventory and reduced working capital, pending sales of such products. This could adversely affect the orderly management of our inventory, and could adversely affect our operating cash flow.

Any disruption in, shutdown, or loss of our operations at any of our production facilities could materially and adversely affect our business, results of operation and financial condition.

Our production facilities are subject to operating risks. These risks include the breakdown or failure of equipment, power supply or other processes, performance below expected levels of output or efficiency, obsolescence, natural disasters or unusual changes in weather and environment, industrial accidents, continued interruption of services of our external contractors and compliance with any onerous directives by the relevant government authorities.

The occurrence of any of these risks could significantly affect our operating results. Under certain unfavourable conditions caused due to one or more factors listed above, we might be forced to pursue special production plans that may differ from our routine production activities, including temporarily closing our production facilities, shortening operation time and reducing production shifts. As a result, our productivity might materially decrease and we may experience delays in the delivery of our products in a timely and cost-effective manner. Further, since all our textile manufacturing facilities are located in Kalol, any shutdown of our facilities at Kalol could adversely affect our textiles business.

We also carry out planned shutdowns of our facilities for maintenance. Any significant operational problems or disruption in, shutdown, or loss of our operations at any of our production facilities could materially and adversely affect our business, results of operation and financial condition.

Our business and results of operations could be adversely affected by strikes or work stoppages by our

employees or the employees of our customers. Each of our manufacturing facilities in India has its own labour union which negotiates incentive payments and issues affecting workers with our management. We believe our relations with our employees are generally good. However, we cannot assure that we will not experience any strikes, labour disputes, lock-outs, work stoppage or other industrial action in the future. Any such event could disrupt our operations, possibly for a significant period of time, result in increased wages and other benefits or otherwise materially and adversely affect our business, results of operation and financial condition.

In addition, many of our customers have unionised work forces. Work stoppages or slow-downs experienced by our customers, particularly those related to our custom moulding business could result in slow-downs or closures of assembly plants where our products are included. For example, Maruti Suzuki Limited, which is one of our customers, has encountered certain labour disturbance during Fiscal 2012 and Fiscal 2013, and, as a result, certain work stoppages at one of its manufacturing facilities. This resulted in reduced sales to Maruti Suzuki Limited during the relevant periods. In the event that one or more of our customers experiences a work stoppage, our business and results of operations could be adversely affected.

Our business and operations could be adversely affected by any delays or increased costs that we may face in

transporting our raw materials, components or finished products.

We currently do not possess our own logistical infrastructure and typically use third-party service providers for transportation and delivery of our raw materials, components or finished products. Some of the factors that may interrupt delivery of our products include unavailability of suitable transporters, or delays in transportation,

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damage or loss of goods during transit, strike by unionised transportation providers, inadequacies in transport infrastructure, natural disasters, or any unusual or sudden rise in the cost of transportation or the price of fuel. If we were to experience any interruption due to any of the above factors, we cannot assure you that we will be able to organise alternative methods of transportation in a timely and cost-effective manner or at all, which could in turn materially and adversely affect our business and operations.

Energy price increases or inadequate supply may adversely affect our business, cash flows and results of

operations.

Energy accounts for a significant portion of the cost for a number of activities connected with our business, such as the transportation of raw materials and finished products and operation of our production facilities. Energy prices, particularly for petroleum-based sources, are volatile and an increase in energy prices could lead to an increase in costs for us and our suppliers and customers as well as increasing the cost of operating our production facilities. Any such increase in costs could increase our operating costs if we are unable to increase our product prices enough to offset these increased costs. This could adversely affect our business, cash flows and results of operations.

Substantial amounts of electricity are consumed in our production processes. In order to reduce the loss of work-in-progress and to facilitate smooth resumption of electricity supply, we have the capacity to generate 100% of the power we require at our manufacturing facilities in Kalol. However, when it is economically more beneficial, we procure power on a merchant basis. Our electricity requirements for facilities located outside of Kalol are met through the purchase power on a merchant basis and there are currently no plans to implement 100% self sufficiency at those facilities.

If supply of electricity is not available at these facilities for any reason, we will need to rely on alternative sources, which may not be able to consistently meet our requirements. The cost of electricity purchased from alternative sources could be significantly higher, thereby adversely affecting our cost of production and profitability. Further, if for any reason sufficient electricity is not available, we may need to shut down our production facilities until an adequate supply of electricity is restored, which would in turn adversely affect our business, cash flows and results of operations.

Our planned capital expenditures may not yield the benefits intended, which may adversely affect our business, results of operations and financial condition.

In the near future, we expect to incur capital expenditure in relation to certain balancing equipment across certain of our manufacturing facilities in India, as well as ordinary course maintenance. As at September 30, 2012, our capital commitments totalled ì 172.5 million, which include payment obligations for contracts for plant and machinery and the estimated amount of contracts remaining to be executed on capital accounts and not provided for. For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations––Contractual Commitments and Capital Expenditures”.

Our plans for capital expenditure are generally based on management estimates and may vary significantly from the actual amounts incurred due to various factors, including, among others, our ability to generate sufficient cash flows from operations to finance capital expenditures, our ability to finance such expenditures through borrowings, other necessary investments and other requirements that are beyond our control. Further, these plans are subject to a number of variables and risks, including receipt of crucial governmental approvals, unanticipated expenses, engineering design changes, weather related delays, technological changes, including additional market developments and new opportunities and changes in management’s review of the desirability of expansion plans, among others.

In addition, we may be unable to effectively manage our capital expansion and future growth due to the resulting strain on our managerial, operational and financial resources. If we experience significant delays or mishaps in the implementation of our capital expenditure plans or if there are significant cost overruns, then the overall benefit of such plans to our revenue and profitability may decline. As a result, we cannot assure you that we will be able to execute our capital expenditure plans as expected or at all, or that any completed or planned capital expenditure will produce the anticipated or desired revenue, profitability or cost-reduction outcomes, and, to that extent, our profitability and financial condition may be adversely affected.

We have substantial capital requirements and will require additional financing to meet those requirements,

which are subject to a number of risks and uncertainties.

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Our business is capital intensive. Our ability to maintain and increase our revenues, profits and cash flows depends upon continued capital spending. Our expansion plans could potentially result in our needing to increase available borrowings under our revolving credit facilities or access public or private debt and equity markets. Our ability to obtain external financing in the future is subject to a variety of uncertainties, including the following:

• our future results of operations, financial condition and cash flows;

• the economic, political and other conditions in India and the markets for our products;

• the costs of such financing, and the liquidity and condition of the financial markets and capital markets; and

• the issuance of any relevant government approvals and other project risks associated with the development of infrastructure in India.

However, an increase in the level of our indebtedness, among other things, could:

• make it difficult for us to obtain any necessary financing in the future for other acquisitions, working capital, capital expenditure, debt service requirements or other purposes;

• subject us to additional covenants, which could limit our ability to access cash flows from operations and limit our flexibility in planning for or reacting to changes in our business; and

• make us more vulnerable in the event of a downturn in our business.

We cannot assure you that we will be able to obtain the required additional financing, either on a short-term or long-term basis, on satisfactory terms, or at all, which could result in the delay or abandonment of our development and expansion plans and an inability to successfully implement our business strategies. This could in turn adversely affect our business, results of operations, financial condition and prospects.

Certain of our manufacturing processes are complex and dangerous.

The production of polymer and plastic products involves complex, precise and often dangerous processes, requiring production in tightly controlled environments. As a result, our plastics manufacturing operations are vulnerable to manufacturing problems.

For instance, we may experience problems in achieving an acceptable success rate in the production of our existing or new products. The likelihood of facing such difficulties is higher in connection with the transition to new methods of production. The interruption of certain processes or the failure to achieve acceptable manufacturing yields at any of our facilities would adversely affect our business and results of operations. Further, our businesses involve certain inherently dangerous activities exposing it to a number of additional risks, including fires, explosions, leakage, release of toxic fumes and other unexpected or dangerous conditions causing personal injury or death, property damage, environmental damage or interruption of operations.

In addition, we have limited operating experience with certain complex plastic manufacturing processes, in particular in respect of our new product lines. Our operations would be adversely affected if we are not able to overcome manufacturing problems or secure access to advanced plastic manufacturing process technologies or maintain the necessary safety measures in a timely and cost-effective manner.

We are required to obtain and maintain quality and product certifications for certain markets and customers,

particularly in relation to our custom moulding business.

In some countries, certain certifications for products with regard to specifications and quality standards are necessary or preferred in order for these products to be accepted by customers and markets. As such, we need to be able to obtain and maintain the relevant certifications, particularly in relation to our custom moulding business. In addition, some customers also require us to maintain certain standards and conduct inspections at regular intervals to ensure we maintain these standards. If we are unable to meet or maintain the requirements needed to secure or renew such certifications, our business, results of operations and prospects could be adversely affected.

Sale of our custom moulding products may result in exposure to intellectual property infringement claims.

Although we typically confirm that our processes do not violate existing intellectual property rights of third parties, we may face claims that our custom moulding product designs or manufacturing processes infringe third party intellectual property rights. Even though many of our manufacturing services contracts generally require our customers to indemnify us for infringement claims relating to the product specifications and designs, a particular customer may be unwilling or unable to satisfy its indemnity obligations. In addition, we may be

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responsible for claims that the processes or components that we use in manufacturing infringe third party intellectual property rights. Infringement claims could subject us to significant liability for damages and potentially injunctive action and, regardless of merits, could be time-consuming and expensive to resolve.

We typically provide warranties and performance guarantees for our products or contracts in the ordinary

course of our business. Further, our products and projects are required to comply with certain laws and

regulations in this regard. Any invocation of such warranties or performance guarantees, or non-compliance

of our products or projects with applicable laws may adversely affect our business, financial condition and

results of operations.

In the ordinary course of our business, we typically provide warranties in relation to the products we sell and performance guarantees in relation to the projects we undertake. If any product or project, during the relevant period covered by the warranty or performance guarantee, as the case may be, fails to meet the specified performance levels, we would typically be required to either rectify such defects, or replace the product free of cost or pay compensation based on the terms of the contract. Further, our products and projects are required to comply with applicable laws, and non-compliance with such laws may expose us to contractual and legal liabilities associated with such non-compliance. Any of these risks may adversely affect our business, financial condition and results of operations. Further, the failure of any product to meet the specified performance levels or non-compliance with applicable laws could also expose us to certain penalties and result in damage to our reputation.

We are involved in certain legal proceedings, that if determined against us, could adversely affect our

business, financial condition and results of operations.

There are certain legal proceedings against us pending at different levels of adjudication before various courts and tribunals. Such litigation diverts management time and attention and consumes financial resources in their defence or prosecution. No assurance can be given as to whether these matters will be settled in our favour or against us. If we are held liable under any of these matters it may have an adverse effect on our business, financial condition and results of operations. For details of material legal proceedings against our Company, see “Legal Proceedings” on page 137.

Changes in legislation or policies related to tax applicable to us could adversely affect our results of operations.

Taxes and other levies imposed by authorities in India that affect our tax liability, and, as a result, the cost of production and prices of our products, include customs duties, service tax, income tax and other taxes, duties or surcharges introduced on a permanent or temporary basis from time to time. The central and state tax scheme in India is extensive, and subject to change from time to time.

As of the date of this Placement Document, we avail the tax incentives under various sections of the (Indian) Income Tax Act, 1961 (the “I.T. Act”), the (Indian) Central Excise Act, 1944 and the (Indian) Central Sales Tax Act, 1956. In our textiles business, the specified plant and machinery put to use during the period commencing from April 1, 2001 and ending on March 31, 2004, and acquired under the Textile Up-gradation Fund Scheme of the Ministry of Textiles, is eligible for a higher rate of depreciation. We have set up one unit in Himachal Pradesh within an area notified as conferring certain direct and indirect tax benefits. Subject to fulfilling certain conditions, we are eligible, from the assessment year in which the unit starts production, for deduction of 100% of profit and gains from such units for 10 consecutive assessment years under section 80IC of the I.T. Act. Further, in relation to the unit set up in Himachal Pradesh and one unit set up in Kutch (Gujarat), we are eligible for exemptions from excise duty and sales tax or value added tax under the respective tax laws, subject to fulfilment of certain conditions. See “Taxation”. Any adverse changes in the taxation policies of the Government of India as well as changes in other incentives given by the various state governments, or the imposition of new taxes, could adversely affect our results of operations.

Further, the Government of India has proposed a comprehensive national goods and services tax or Goods and Services Tax (“GST”) regime that will combine taxes and levies by the central and state governments into one unified rate structure. While both the Government of India and other state governments of India have publicly announced that all committed incentives will be protected following the implementation of the GST, given the limited availability of information in the public domain concerning the GST, we are unable to provide any assurance as to this or any other aspect of the tax regime following implementation of the GST. The implementation of this rationalised tax structure might be affected by any disagreement between certain state

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governments, which could create uncertainty. Any such future increases or amendments may affect the overall tax efficiency of companies operating in India and may result in significant additional taxes becoming payable.

The Direct Tax Code, or DTC, proposes to replace the I.T. Act and other direct tax laws, with a view to simplifying and rationalising the tax provisions into one unified code. The DTC is proposed to come into effect in the near future. Various proposals related to the DTC are subject to review by the Indian parliament and as such their impact, if any, is not quantifiable at this stage.

Further, certain recent changes to the I.T. Act provide that income arising directly or indirectly through the sale of a capital asset, including shares, will be subject to tax in India, if such shares derive indirectly or directly their value substantially from assets located in India and whether or not the seller of such shares has a residence, place of business, business connection, or any other presence in India. The term “substantially” has not been defined under the I.T. Act. Further, the applicability and implications of the changes are largely unclear. Due to these recent changes, investors may be subject to Indian income taxes on the income arising directly or indirectly through the sale of our Equity Shares.

Our inability to obtain, renew or maintain the permits and approvals required to operate our business may materially and adversely affect our business, results of operations and financial condition.

We require certain permits and approvals to operate our business and production facilities, including the permits required by the environmental regulatory authorities. We are required to renew certain of these permits and approvals on a regular basis and may be required to obtain new permits and approvals. While we believe that we will be able to obtain such permits and approvals and have not experienced any difficulty in renewing and maintaining these permits and approvals in the past, we cannot assure you that the relevant authorities will issue any such permits or approvals in the time-frame anticipated by us, or at all. Our inability to renew, maintain or obtain the required permits and approvals, intellectual property and technology licences in a timely manner, or at all, may interrupt our operations, or delay, or prevent the implementation of our capacity expansion programme and may materially and adversely affect our results of operations, financial condition and prospects. We cannot assure you that there will be no change in the laws and regulations or their interpretation thereof, either by a court of law, regulatory authority or otherwise, which will require us to obtain additional approvals or consents. While we believe that we will be able to obtain such approvals and consents, as and when required by such changes, we cannot assure you that the relevant authorities will issue any such approvals and consents in the time-frame anticipated by us, or at all. Our inability to obtain the required consents, approvals, authorisations, orders, registrations, qualifications, clearances and filings with any authority may materially and adversely affect our results of operations, financial condition and prospects.

We are subject to stringent environmental regulations and changes in environmental regulations could

expose us to costs arising from environmental compliance and adversely affect our results of operations.

We are subject to regulation by various pollution control boards in India. These state pollution control boards, from time to time, inspect our manufacturing facilities for compliance with relevant environmental laws and regulations, including the Water Act, the Air Act and the Hazardous Wastes Rules. These and other laws and regulations impose controls on our discharge of air and water, on the storage, handling, discharge and disposal of chemicals, employee exposure to hazardous substances and other aspects of our operations. Some of our manufacturing processes are hazardous and require stringent safety standards.

While we believe that we comply with safety, health and environmental laws and regulations, the discharge of hazardous substances or pollutants may cause us to be liable for payment of fines. In addition, we may be required to incur costs to remedy the damages caused as a result of such discharges. In the plastics industry, the principal environmental concerns relate to waste water and air emissions from certain chemicals used in the production process. In the textiles industry, the chemicals used in the dyeing processes are generally not environmentally friendly. While we believe that we are in compliance with all material environmental regulations, we cannot assure you that the relevant regulatory authorities will not require us to obtain additional approvals, or impose new, stricter regulations which would require additional expenditures on environmental protection.

We believe that our international subsidiaries do not currently require permits or other approvals under applicable environmental, public health and safety legislation to operate their respective businesses and production facilities. Applicable environmental, public health and safety legislation could change in the jurisdictions where these subsidiaries operate that could require them to obtain permits or administrative authorisations in relation to their businesses. Any failure to secure these permits or authorisations in a timely

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manner could prevent them from pursuing some of their respective current or planned activities, which may materially and adversely affect our results of operations, financial condition and prospects.

Further, adoption of new health, safety and environmental laws and regulations, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments in the future may require us to incur additional capital expenditure or operating expenditure, curtail our production activities or take other action that could materially and adversely affect our results of operations and financial condition. In particular, safety, health and environmental laws and regulations in India have become increasingly stringent and may become more stringent in the future. The costs of complying with these requirements could also increase significantly. The measures we implement to comply with these new laws and regulations may not be deemed sufficient by the governmental authorities and our compliance costs may significantly exceed our current estimates. If we fail to meet environmental requirements, we may also be subject to administrative, civil and criminal proceedings by governmental authorities, as well as civil proceedings by environment groups and other individuals, which could result in substantial fines and penalties against us as well as orders that could limit or harm our operations.

We have not suffered material environmental claims in the past, but environmental claims or the failure to comply with any present or future regulations could result in the assessment of damages or imposition of fines against us, suspension of production or a cessation of operations. Our failure to control the use of, or adequately restrict the discharge of, hazardous substances, could subject us to future liabilities.

Our success depends to a large extent on our ability to attract and retain key personnel.

Our future success and business strategy substantially depends on the continued services and performance of senior members of our management and to a large extent on our ability to identify, attract, hire, train, retain and motivate skilled personnel. If we lose the services of any of our key senior management personnel, it would be difficult to find and integrate replacement personnel in a timely manner and could significantly impair our ability to develop and implement our business strategies.

Competition for qualified personnel in the plastics and textiles industries is intense, given the limited supply of such personnel and because they are highly sought after by our competitors. We may need to increase our pay structures to attract and retain such personnel and we cannot assure you that increased salaries will be successful in retaining such personnel. Further, we may not be able to redeploy and retrain our employees to keep pace with continuing changes, evolving standards and changing customer preferences. Further, factors such as the loss of the services of our senior management personnel, our inability to recruit or train a sufficient number of experienced personnel, to manage our attrition levels, or our failure to hire and retain sufficient numbers of qualified personnel could adversely affect our business, results of operations, financial condition and prospects.

Our Company and its Subsidiaries are ultimately controlled by the Patel family, and if they take actions that are not in your best interests, the value of your investment in the Equity Shares may be harmed.

Our Company and its Subsidiaries are all under the direct or indirect control of Dinesh Patel, Arun Patel, Rahul Patel, Amit Patel and members of their family and other relatives, who together hold 36.49% of the issued and paid-up share capital of our Company. See “Principal Shareholders”. In addition, Dinesh Patel is also the Chairman of the Board of Directors of our Company. Accordingly, the Patel family has had, and will continue to have, the ability to exercise a controlling influence over our business and may cause us to take actions that are not in, or may conflict with, our interests or the interests of some or all of our minority shareholders, and we cannot assure you that such actions will not have an adverse effect on our Company or its shareholders. These include matters relating to our management and policies, the outcome of our corporate actions and the election of directors and supervisors. This significant control by members of the Patel family could delay, defer or prevent a change in control of our Company, impede a merger, consolidation, takeover or other business combination involving our Company, or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company, even if that was in our best interest. As a result, the value of your Equity Shares may be adversely affected or you might be deprived of a potential opportunity to sell your Equity Shares at a premium.

Our Company has entered into, and may continue to enter into, related party transactions. We cannot assure you that we could not have achieved more favourable terms had such transactions been entered into with un-

related parties.

Our Company has from time to time engaged in a variety of transactions with our associated companies, such as lending to BVM Finance Private Limited and payments to certain key management personnel. The transactions

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we have entered into have involved, and any future transactions with our related parties could potentially involve, conflicts of interest. Furthermore, it is likely that we will continue to enter into related party transactions in the future. Our policy on transactions with associated companies is that such transactions are conducted on an arm’s length basis in the ordinary course of business. However, each of our Company, its executive Directors and its company secretary had received a show cause notice from the RoC in June 2012 alleging violations of certain provisions of the Companies Act. Such violations were allegedly on account of two interest free loans, in relation to which ì 102.30 million was outstanding as at March 31, 2005, 2006 and 2007 and ì 86.90 million was outstanding as at March 31, 2008, given to one of our Promoters. Our Company has refuted these allegations and, with a view to settling these matters, has filed a compounding application with the RoC on July 14, 2012. These proceedings are currently pending with the RoC. For further details, see “Board of Directors and Senior Management––Related Party Transactions”.

Although regulations in India do require disclosure of related party transactions in a listed company’s financial statements, such regulations do not require shareholders’ approval or an independent assessment of connected or related party transactions. Our Company has in the past compounded certain alleged non-compliances under the Companies Act, which were related to disclosure of its related party transactions. We cannot assure you that the compounding proceedings in respect of all such alleged non-compliances have been completed as of the date of this Placement Document. Further, we cannot assure you that the terms of the transactions that we enter into with our related parties were, or will be, beneficial to us. For further details, see “Board of Directors and Senior Management––Related Party Transactions”.

We may not be able to obtain or maintain adequate insurance, which could materially and adversely affect

our business, results of operations and financial condition.

Our operations are subject to hazards and risks inherent in the use of chemicals and other hazardous materials in the course of our production processes, such as explosions, chemical spills, storage tank leaks, discharges or release of hazardous substances and other environmental risks, mechanical failure of equipment at our facilities and natural disasters. In addition, many of these operating and other risks may cause personal injury and loss of life, severe damage to or destruction of our properties and the properties of others and environmental pollution and may result in suspension of operations and the imposition of civil or criminal penalties. If any or all of our production facilities are damaged in whole or in part and our operations are interrupted for a sustained period, we cannot assure you that our insurance policies will be adequate to cover the losses that may be incurred as a result of such interruption or the costs of repairing or replacing the damaged facilities or any third party claims. If we suffer a large uninsured loss or any insured loss suffered by us significantly exceeds our insurance coverage, our business, results of operations and financial condition may be adversely affected.

In addition, our insurance coverage is generally subject to annual renewal. In the event premium levels increase, we may not be able to obtain the same levels of coverage in the future as we currently have or we may only be able to obtain such coverage at substantially higher cost than we are currently paying. If we are unable to pass these costs to our customers, the costs of higher insurance premiums could adversely affect our results of operations and financial condition. Alternatively, we may choose not to insure, which, in the event of any damage or destruction to our facilities or defects to our products, could materially and adversely affect our business, results of operations and financial condition.

Our ability to pay dividends will depend upon future earnings, financial condition, cash flows, working capital requirements, capital expenditure and lender consents as well as on our ability to obtain cash

dividends or other cash payments from our Subsidiaries.

The amount of our future dividend payments, if any, will depend upon our future earnings, financial condition, cash flows, working capital requirements and capital expenditure. In addition, any dividend payments we make are subject to the prior consent of our lenders pursuant to the terms of the agreements we have with them.

We currently conduct a significant portion of our operations through our Subsidiaries, and these entities generated approximately 25.1% of our revenues in Fiscal 2012. We are therefore dependent to an extent on receipt of dividends and other cash payments from these Subsidiaries to make principal and interest payments on our debt, pay operating expenses and for payment of dividends, if any, on the Equity Shares and any other obligations that may arise from time to time.

The ability of our Subsidiaries to make payments to us depends largely on their financial condition and ability to generate profits as well as regulatory conditions. In addition, because our Subsidiaries are separate and distinct legal entities, they will have no obligation to pay any dividends and may be restricted from doing so by contract, including other financing arrangements, charter provisions or the applicable laws and regulations of the various

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countries in which they operate. Further, any dividends paid by our overseas subsidiaries may be subject to double taxation and foreign currency fluctuations.

Our Company’s top three Subsidiaries, namely, Nief Plastic S.A., Bright AutoPlast Private Limited and Sintex Infra Projects Limited, contributed 22.0%, 8.4% and 7.0%, respectively, to our revenues in the six month period ended September 30, 2012. We cannot assure you that our Subsidiaries will generate sufficient profits and cash flows, or otherwise prove willing or able, to pay dividends or other cash payments to us. The inability of one or more of these entities to pay dividends could have a material adverse effect on our business, cash flows, results of operations, financial condition and prospects.

Any delay in the implementation or failure in the operation of our information systems could disrupt our operations and cause an unanticipated increase in costs.

We have implemented various information technology (“IT”) solutions to cover key areas of our operations. For instance, we have implemented systems to consolidate data and other key performance parameters at the regional and global levels. Other significant IT solutions include systems designed to provide data security and to allow for collaboration of information across the network, as well as supply chain solutions to cover critical processes in relation to customers and suppliers across our manufacturing facilities. Any delay in the implementation or failure in the operation of these information systems could result in material adverse consequences, including disruption of operations, loss of information and an unanticipated increase in costs. Further, these systems are potentially vulnerable to damage or interruption from a variety of sources, which could result in a material adverse effect on our operations.

Risks Relating to India

Acts of terrorism and other similar threats to security could adversely affect our business, cash flows, results

of operations and financial condition.

Increased political instability, evidenced by the threat or occurrence of terrorist attacks, enhanced national security measures, conflicts in several countries and regions in which we operate, strained relations arising from these conflicts and the related decline in consumer confidence may hinder our ability to do business. Any escalation in these events or similar future events may disrupt our operations or those of our customers and suppliers and could affect the availability of raw materials needed to produce our products or the means to transport those materials to our facilities and finished products to customers. These events have had and may continue to have an adverse impact on the global economy and customer confidence and spending in particular, which could in turn adversely affect our revenue, operating results and cash flows. The impact of these events on the volatility of global financial markets could increase the volatility of the market price of our securities and may limit the capital resources available to us and to our customers and suppliers.

Natural disasters could have a negative impact on the Indian economy and damage our facilities.

Our manufacturing facilities are vulnerable to natural disasters. In particular, our facilities in Bhachau, Kutch, Gujarat are located in an area that is classified as a high earthquake zone. In addition, natural disasters such as floods, earthquakes or famines have in the past had a negative impact on the Indian economy. If any such event were to occur, our business could be affected due to the event itself or due to our inability to effectively manage the effects of the particular event. Potential effects include the damage to infrastructure and the loss of business continuity, business information or inventories of raw materials or finished goods. In addition, some of our facilities are more suitable or possess specialised equipment necessary to work on specialised products that our other locations lack. If work at one of these facilities is disrupted due to the occurrence of any such event, it may be impractical or impossible to transfer such specialised work to another facility without significant costs and delays. Thus, any disruption in operations at a facility possessing specialised equipment could have a material adverse effect on our ability to provide products to our customers, and thus we could be materially and adversely affected. In the event that our facilities are affected by any of these factors, our operations may be significantly interrupted, which may have a material adverse effect on our business, results of operations, financial condition and prospects.

Political instability or significant changes in the economic liberalisation and deregulation policies of the Government of India or in the government of the states where we operate could disrupt our business.

The Indian Government has traditionally exercised and continues to exercise a significant influence over many aspects of the Indian economy. Our businesses, and the market price and liquidity of our securities may be

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affected by changes in exchange rates and controls, interest rates, government policies, taxation, social and ethnic instability and other political and economic developments in or affecting India.

In recent years, India has been following a course of economic liberalisation and our business could be significantly influenced by economic policies followed by the Central Indian Government. Further, our businesses are also impacted by regulation and conditions in the various states in India where we operate. Since 1991, successive central governments have pursued policies of economic liberalisation and reforms.

However, we cannot assure you that such policies will continue in the future. Indian Government corruption, scandals and protests against certain economic reforms, which have occurred in the past, could slow the pace of liberalisation and deregulation. The rate of economic liberalisation could change, and specific laws and policies affecting foreign investment, currency exchange rates and other matters affecting investment in India could change as well. A significant change in India’s economic liberalisation and deregulation policies, in particular, those relating to the businesses in which we operate, could disrupt business and economic conditions in India generally and our businesses in particular.

Investors may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares.

Capital gains arising from the sale of the Equity Shares are generally taxable in India. Any gain realised on the sale of the Equity Shares on a stock exchange held for more than 12 months will not be subject to capital gains tax in India if securities transaction tax, or STT, has been paid on the transaction. STT will be levied on and collected by an Indian stock exchange on which the Equity Shares are sold. Any gain realised on the sale of the Equity Shares held for more than 12 months by an Indian resident, which are sold other than on a recognised stock exchange and as a result of which no STT has been paid, will be subject to capital gains tax in India. Further, any gain realised on the sale of the Equity Shares held for a period of 12 months or less will be subject to capital gains tax in India. Capital gains arising from the sale of the Equity Shares will be exempt from taxation in India in cases where an exemption is provided under a treaty between India and the country of which the seller is a resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdictions on gains arising from a sale of our Equity Shares. For more information, see “Taxation”. However, capital gains on the sale of the Equity Shares purchased in the Issue by residents of certain countries will not be taxable in India by virtue of the provisions contained in the taxation treaties between India and such countries.

Trade deficits could have a negative effect on our business and the trading price of the Equity Shares.

India’s trade relationships with other countries can influence Indian economic conditions. In Fiscal 2012, India experienced a trade deficit of U.S.$184.9 billion, which was significantly higher than the trade deficit of U.S.$118.6 billion in Fiscal 2011. (Source: Department of Commerce, Ministry of Commerce and Industry, Government of India, http://commerce.nic.in/, October 2012.) If India’s trade deficits increase or become unmanageable, the Indian economy, and therefore our business, our future financial performance and the trading

price of our securities could be adversely affected.

Any downgrading of India’s debt rating by an international rating agency could have a negative impact on

our business and the trading price of the Equity Shares.

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely affect our ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. This could have an adverse effect on our business and future financial performance and our ability to obtain financing to fund our growth, as well as on the trading price of the Equity Shares.

Significant differences exist between Indian GAAP and other accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our

financial condition.

As stated in the reports of our independent auditors included in this Placement Document, our Company’s financial statements are prepared and presented in conformity with Indian GAAP which has been consistently applied during the periods stated, except as provided in such report. No attempt has been made to reconcile any of the information given in this Placement Document to any other principles or to base it on any other standards. Indian GAAP differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles and auditing standards with which prospective investors may be familiar in other countries. If the financial statements of our Company were to be prepared in accordance with such other accounting principles, our results of operations, cash flows and financial position may be substantially different. Prospective investors should

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review the accounting policies applied in the preparation of our financial statements, and consult their own professional advisers for an understanding of the differences between these accounting principles and those with which they may be more familiar.

There may be less information available in the Indian securities markets than in more developed securities markets in other countries.

There is a difference between the level of regulation and monitoring of the Indian securities markets and the activities of investors, brokers and other participants in securities markets in more developed economies. The SEBI is responsible for monitoring disclosure and other regulatory standards for the Indian securities market. The SEBI has issued regulations and guidelines on disclosure requirements, insider trading and other matters. There may be, however, less publicly available information about Indian companies than is regularly made available by public companies in more developed countries, which could adversely affect the market for our Equity Shares. As a result, investors may have access to less information about our business, financial condition, cash flows and results of operation, on an on-going basis, than investors in companies subject to the reporting requirements of other more developed countries.

Investors in the Equity Shares may not be able to enforce a judgment of a foreign court against Sintex.

Our Company is a limited liability company incorporated under the laws of India. All the Directors of our Company and substantially all of its senior management are residents of India. A substantial portion of our assets and the assets of Indian resident Directors and executive officers of our Company are located in India. As a result, it may be difficult for investors to effect service of process upon us or such persons outside India or to enforce judgments obtained against us or such parties outside India. Moreover, it is unlikely that a court in India would award damages on the same basis as a foreign court if an action were brought in India or that an Indian court would enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with Indian practice. For further details, see “Enforcement of Civil Liabilities”.

Public companies in India, including our Company, may be required to prepare financial statements under IFRS or a variation thereof, Indian Accounting Standards (“IND AS”). The transition to IND AS in India is

still unclear and we may be adversely affected by this transition.

Public companies in India, including our Company, may be required to prepare annual and interim financial statements under IFRS or a variation thereof. The ICAI has released a near-final version of IND AS titled “First-time Adoption of Indian Accounting Standards” and the Ministry of Corporate Affairs of the Indian Government (“MCA”), on February 25, 2011, has announced that IND AS would be implemented in a phased manner and the date of such implementation would be announced at a later date. As at the date of this Placement Document, the MCA has not notified the date of implementation of IND AS. There is not yet a significant body of established practice for forming judgments regarding its implementation and application. Additionally, IND AS has fundamental differences with IFRS and therefore financial statements prepared under IND AS may be substantially different from financial statements prepared under IFRS. We cannot assure you that our financial condition, results of operations, cash flow or changes in shareholders’ equity will not appear materially different under IND AS from that under Indian GAAP or IFRS. As we adopt IND AS reporting, we may encounter difficulties in the on-going process of implementing and enhancing our management information systems. We cannot assure you that our adoption of IND AS will not adversely affect our reported results of operations or financial condition and any failure to successfully adopt IND AS in accordance with the prescribed timelines may materially and adversely affect our financial position and results of operations.

Our business and activities may be regulated by the Competition Act, 2002 (the “Competition Act”) and any adverse application or interpretation of the Competition Act could materially and adversely affect our

business, financial condition and results of operations.

The Competition Act seeks to prevent business practices that have or are likely to have an appreciable adverse effect on competition in India and has established the Competition Commission of India (the “CCI”). Under the Competition Act, any arrangement, understanding or action, whether formal or informal, which has or is likely to have an appreciable adverse effect on competition is void and attracts substantial penalties. Any agreement which, directly or indirectly, determines purchase or sale prices, limits or controls the production, supply or distribution of goods and services, or shares a market by way of geographical area or number of customers is presumed to have an appreciable adverse effect on competition. Provisions of the Competition Act relating to the regulation of certain acquisitions, mergers or amalgamations, which have a material adverse effect on competition and regulations with respect to notification requirements for such combinations, came into force on June 1, 2011. The effect of the Competition Act on the business environment in India is unclear and it is difficult

57

to predict its impact on our growth and expansion strategies. If we are affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act or any enforcement proceedings initiated by the CCI or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI, it may adversely affect our business, results of operations, financial condition or prospectsu.

Statistical and financial data in this Placement Document may be incomplete or unreliable.

We have not independently verified data obtained from industry publications and other sources referred to in this Placement Document and therefore, while we believe them to be true, we cannot assure you that they are complete or reliable. Such data may also be produced on different bases from those used in other industry publications. Therefore, discussions of matters relating to India, its economy and the industries in which we currently operate in this Placement Document are subject to the caveat that the statistical and other data upon which such discussions are based may be incomplete or unreliable. In addition, internal company reports may be based on a number of variables and have not been verified by independent sources and may be incomplete or unreliable. See “Industry Overview”.

Risks relating to the Equity Shares

The trading price of the Equity Shares may be subject to volatility and you may not be able to sell your Equity

Shares at or above the Issue Price.

The trading prices of publicly traded securities may be highly volatile. Factors affecting the trading price of the Equity Shares include:

• variations in our operating results;

• announcements of new products, strategic alliances or agreements by us or by our competitors;

• increases and decreases in our Member base;

• recruitment or departure of key personnel;

• favourable or unfavourable reports by a section of the media concerning the plastics or textiles industry in general, or in relation to our business and operations;

• changes in the estimates of our operating results or changes in recommendations by any securities analysts that elect to research and report on our Equity Shares;

• market conditions affecting the plastics, textiles or the automotive industry and the economy as a whole; and

• adoption or modification of regulations, policies, procedures or programmes applicable to our business.

In addition, if the stock markets experience a loss of investor confidence, the trading price of the Equity Shares could decline for reasons unrelated to our business, financial condition or operating results. The trading price of the Equity Shares might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. Each of these factors, among others, could materially affect the price of our Equity Shares.

Any future issuance of Equity Shares may dilute your shareholding and any future sales of Equity Shares by

our major shareholders may adversely affect the trading price of our Equity Shares.

Except for the customary lockup on the Company’s ability to issue equity or equity linked securities discussed in the section “Placement” there is no restriction on our ability to issue Equity Shares or our principal shareholders’ ability to dispose of their Equity Shares, and we cannot assure you that we will not issue Equity Shares or that any such shareholder will not dispose of, encumber, or pledge, its Equity Shares.

Pursuant to a resolution of the shareholders of our Company dated September 17, 2012, our Company may issue foreign currency denominated bonds that are convertible into equity shares of our Company (the “Bonds”). We have also issued employee stock options (“ESOPs”) to certain of our employees. Further, on November 9, 2012, our shareholders authorised the issuance of up to 30,000,000 warrants convertible into equity shares (the “Warrants”) to Opel Securities Private Limited and Kolon Investment Private Limited, the Promoters of our Company.

The Company is currently evaluating market conditions and expected demand, and, assuming satisfactory conditions, could launch a Regulation S offering of step-down Bonds due 2017. No assurance can provided that such an offering will in fact happen. The offering of Bonds, if any, will be subject to the terms and conditions specified in the preliminary offering circular relating to such Bonds, as well as applicable provisions of law, including the Foreign Exchange Management Act, 1999, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993 and the rules and regulations issued thereunder.

58

Any future issuances of Equity Shares, including on exercise of the outstanding ESOPs by our employees, on exercise of the Warrants by our Promoters, or on conversion of existing FCCBs or the Bonds may dilute your shareholding and may adversely affect the trading price of our Equity Shares. Such securities may also be issued at prices below the then current market price of the Equity Shares. Sales of a large number of the Equity Shares or other securities by our major shareholders, or the possibility of such sales, may also adversely affect the trading price of the Equity Shares. See “Capitalisation and Indebtedness” and “––You may be restricted in your ability to exercise pre-emptive rights under Indian law and may be adversely affected by future dilution of your ownership position.”

The Equity Shares trade in the Futures and Options (“F&O”) segment of the stock exchanges and we are

currently not subject to a daily “price-based circuit breaker” imposed by stock exchanges in India, which could result in significant volatility in the price of the Equity Shares. There can be no assurance that the

Equity Shares will continue to remain in the F&O segment and that the circuit breaker will not apply to the

Equity Shares.

There are two types of circuit breakers applicable to the stocks listed on the Stock Exchanges, namely, (a) a daily “price-based circuit breaker”, which specifies the band within which the price of a particular stock is allowed to move freely; and (b) an index based market-wide circuit breaker, which applies to a stock at three stages of the index movement either way – at 10%, 15% and 20%. While the daily price based circuit breaker is applicable to a stock depending on whether it is traded on the F&O segment, an index based market-wide circuit breaker is applicable to all the stocks listed on all the stock exchanges in India. Further, the daily “price-based circuit breaker” operates independently of the index based market wide circuit breakers imposed by SEBI on Indian stock exchanges.

Our Equity Shares are traded in the F&O segment and we are, therefore, currently not subject to a daily “price based circuit breaker” imposed by the Stock Exchanges in India, which does not allow transactions beyond specified increases or decreases in the price of the Equity Shares. There can be no assurance that the Equity Shares will continue to remain in the F&O segment and that the daily “price based circuit breaker” will not apply to the Equity Shares in the future.

However, the index based market-wide circuit breaker system is still applicable to the Equity Shares and these circuit breakers bring about a coordinated trading halt in trading on all equity and equity derivatives markets across the country. The breakers are triggered by movements in either Nifty 50 or the Sensex, whichever is breached earlier. We cannot assure you that the Stock Exchanges will not halt trading due to the index based market-wide circuit breaker in the future and the closure of, or the stoppage of trading on, the Stock Exchanges could adversely affect the trading price of the Equity Shares.

There is no guarantee that the Equity Shares will be listed on the Indian stock exchanges in a timely manner, or at all, and prospective investors will not be able to immediately sell their Equity Shares on a Stock

Exchange.

In accordance with Indian law and practice, final approvals for listing and trading of the Equity Shares will not be applied for or granted until after the Equity Shares have been issued and allotted. Such approvals will require the submission of all other relevant documents authorising the issuance of our Equity Shares. Accordingly, there could be a failure or delay in listing the Equity Shares on the NSE, the BSE and the ASE, which could adversely affect your ability to sell our Equity Shares.

An investor will not be able to sell any of the Equity Shares purchased in the Issue other than on a recognised Indian stock exchange for a period of 12 months from the date of issue of such Equity Shares.

Pursuant to the SEBI Regulations, for a period of 12 months from the date of the issue of the Equity Shares in the Issue, investors purchasing the Equity Shares in the Issue may only sell their Equity Shares on the NSE, the BSE or the ASE and may not enter into any off-market trading in respect of their Equity Shares. We cannot be certain that these restrictions will not have an impact on the price of our Equity Shares.

Rights of shareholders under Indian law may be more limited than under the laws of other jurisdictions.

The articles of association, resolutions of the board of directors and Indian law govern the corporate affairs of companies operating in India. Legal principles relating to these matters and the validity of corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’ rights may differ from those that would apply to a company incorporated in another jurisdiction. Shareholders’ rights under Indian law may not be as extensive as shareholders’ rights under the laws of other countries or jurisdictions. Investors may have more difficulty in asserting their rights as our shareholders than as a shareholder of a corporation in another jurisdiction.

59

You may be restricted in your ability to exercise pre-emptive rights under Indian law and may be adversely affected by future dilution of your ownership position.

Under the Companies Act, a company incorporated in India must offer its holders of shares pre-emptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages before the issuance of any new shares, unless the pre-emptive rights have been waived by adoption of a special resolution by holders of three-fourths of the shares which are voted on the resolution, or unless we have obtained approval from the government to issue without such special resolution, subject to votes being cast in favour of the proposal exceeding the votes cast against such proposal. However, if the law of the jurisdiction you are in does not permit you to exercise your pre-emptive rights without us filing an offering document or a registration statement with the applicable authority in the jurisdiction you are in, you will be unable to exercise your pre-emptive rights unless we make such a filing. If we elect not to make such a filing, you may be unable to exercise pre-emptive rights granted in respect of the Equity Shares and your proportional interest in us would be reduced.

Foreign investors are subject to foreign investment restrictions under Indian law that limit our ability to

attract foreign investors, which may adversely affect the market price of our Equity Shares.

Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and residents are freely permitted (subject to certain exceptions) if they comply with the requirements specified by the RBI and other applicable governmental authorities. If the transfer of shares is not in compliance with such requirements or falls under any of the specified exceptions, then prior approval of the RBI and other applicable governmental authorities will be required. In addition, shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no-objection or tax clearance certificate from the income tax authority. Additionally, the Indian government may impose foreign exchange restrictions in certain emergency situations, including situations where there are sudden fluctuations in interest rates or exchange rates, where the Indian government experiences extreme difficulty in stabilising the balance of payments or where there are substantial disturbances in the financial and capital markets in India. These restrictions may require foreign investors to obtain the Indian government’s approval before acquiring Indian securities or repatriating the interest or dividends from those securities or the proceeds from the sale of those securities. We cannot assure you that any approval required from the RBI or any other applicable government authority can be obtained on any particular terms or at all.

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MARKET PRICE INFORMATION As at the date of this Placement Document, 272,990,866 Equity Shares were issued and outstanding. The Equity Shares are listed on the NSE, BSE and ASE. However, as the Equity Shares are actively traded only on the NSE and BSE, the stock market data has been given separately for each of these Stock Exchanges. With effect from October 27, 2010, the equity shares of our Company having a face value of `2 each were sub-divided into Equity Shares of face value `1 each. Accordingly, the following stock market data has been given separately for the periods before and after such sub-division. The table set forth below is for the periods that indicate the high and low closing prices of the Equity Shares and also the volumes of trading activity. On November 7, 2012, the closing price of the Equity Shares on NSE was ` 66.05 per Equity Share and on BSE was ` 66.05 per Equity Share. The high, low and average of the closing market prices of the Equity Shares of our Company during the preceding three fiscal years: NSE (pre-split)

Fiscal Year

High ( )

Date of High

Number of Equity

Shares traded on date of high

Volume on date of high ( in

million)

Low ( )

Date of Low

Number of Equity

Shares traded on date of low

Volume on date of low ( in

million)

Average price

for the year ( )*

2010 295.50 March

31, 2010 1,191,175 349.44 105.15

April 1, 2009

1,212,975 126.06 227.18

2011** 436.70

October 21, 2010

566,927 248.19 264.25 May 27,

2010 461,848 122.94 342.29

*Average of the daily closing prices ** The period is from April 1, 2010 to October 26, 2010 (Source: www.nseindia.com) NSE (post-split)

Fiscal Year

High ( )

Date of High

Number of Equity

Shares traded on date of high

Volume on date of high ( in

million)

Low ( )

Date of Low

Number of Equity

Shares traded on date of low

Volume on date of low ( in

million)

Average price

for the year ( )*

2011** 232.20

November 10, 2010

855,255 197.63 139.15 March 21,

2011 847,598 119.18 175.03

2012 192.40

May 31, 2011

3,221,976 619.66 62.10 December 29, 2011

3,268,995 203.85 128.38

*Average of the daily closing prices ** The period is from October 27, 2010 to March 31, 2011 (Source: www.nseindia.com) BSE (pre-split)

Fiscal Year

High ( )

Date of High

Number of

Equity Shares traded on date of high

Volume on date of high ( in

million)

Low ( )

Date of Low

Number of

Equity Shares traded on date of low

Volume on date of low ( in

million)

Average price

for the year ( )*

2010 294.30

March 31, 2010

163,456 47.77 105.10 April 1,

2009 456,772 47.24 227.17

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Fiscal Year

High ( )

Date of High

Number of

Equity Shares traded on date of high

Volume on date of high ( in

million)

Low ( )

Date of Low

Number of

Equity Shares traded on date of low

Volume on date of low ( in

million)

Average price

for the year ( )*

2011** 436.95

October 21, 2010

109,454 47.97 264.30 May 27,

2010 172,314 45.90 342.20

*Average of the daily closing prices ** The period is from April 1, 2010 to October 26, 2010 (Source: www.bseindia.com) BSE (post-split)

Fiscal Year

High ( )

Date of High

Number of

Equity Shares traded on date of high

Volume on date of high ( in

million)

Low ( )

Date of Low

Number of

Equity Shares traded on date of low

Volume on date of low ( in

million)

Average price

for the year ( )*

2011** 232.00

November 10, 2010

129,819 30.10 139.20 March 21,

2011 143,835 20.21 175.01

2012 192.65

May 31, 2011

456,887 87.89 62.15 December 29, 2011

994,195 62.04 128.40

*Average of the daily closing prices ** The period is from October 27, 2010 to March 31, 2011 (Source: www.bseindia.com) Monthly high, low and average of closing prices and trading volumes for the six months preceding the date of filing of this Placement Document: NSE

Month, Year

High ( ) Date of High

Number of Equity

Shares traded on

date of high

Volume on date of high ( In million)

Low ( ) Date of Low

Number of Equity

Shares traded on

date of low

Volume on date of low ( In million)

Average price for

the month

( )*

May, 2012

71.25 May 2, 2012

1,877,029 136.44 51.80 May 22,

2012 7,319,275 387.57 57.34

June, 2012

61.75 June 21,

2012 4,651,252 286.91 51.80

June 1, 2012

2,806,412 147.62 57.42

July, 2012 67.00 July 4, 2012

6,090,834 403.85 56.80 July 27,

2012 2,769,868 161.01 63.25

August, 2012

61.90 August 2,

2012 1,646,350 101.06 53.75

August 31, 2012

1,578,707 85.74 59.13

September, 2012

66.70 September 24, 2012

4,433,964 298.90 53.90 September 3, 2012

1,314,141 71.16 60.54

October, 2012

74.15 October 11, 2012

11,412,157

827.82 64.55 October 31, 2012

2,707,228 174.19 70.30

Average of the daily closing prices (Source: www.nseindia.com) BSE

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Month, Year

High ( ) Date of High

Number of Equity

Shares traded on

date of high

Volume on date of high ( In million)

Low ( ) Date of Low

Number of Equity

Shares traded on

date of low

Volume on date of low ( In million)

Average price for

the month

( )*

May, 2012

71.20 May 2, 2012

399,868 29.05 51.80 May 22,

2012 1,714,104 90.72 57.37

June, 2012

61.75 June 21,

2012 1,064,969 65.72 51.85

June 1, 2012

647,266 34.03 57.44

July, 2012 67.00 July 4, 2012

1,413,429 93.71 56.80 July 27,

2012 523,469 30.39 63.26

August, 2012

61.90 August 7,

2012 520,950 32.38 54.20

August 31, 2012

232,254 12.59 59.20

September, 2012

66.80 September 24, 2012

821,070 55.36 53.85 September 3, 2012

211,185 11.44 60.55

October, 2012

74.05 October 11, 2012

2,575,011 187.49 64.55 October 31, 2012

437,776 28.18 70.28

Average of the daily closing prices (Source: www.bseindia.com) The market price on August 13, 2012, the first trading day following the Board meeting in which the Issue was approved

NSE BSE Open High Low Close Number

of Equity Shares traded

Volume ( In

million)

Open High Low Close Number of Equity

Shares traded

Volume ( in

million)

60.00 61.30 59.70 60.95 1,570,454 94.92 60.55 61.30 59.70 61.00 300,732 18.20 (Source: www.nseindia.com and www.bseindia.com) Details of the volume of business transacted during the last six months on the NSE and BSE:

NSE BSE

Volume

(No. of Equity Shares) Turnover

(in million) Volume

(No. of Equity Shares) Turnover

(in million) May, 2012 102,035,873 5,845 26,640,336 1,518

June, 2012 81,803,627 4,752 17,326,732 1,004

July, 2012 93,972,592 5,997 19,612,937 1,258

August, 2012 32,568,431 1,927 7,083,935 421

September, 2012 60,106,940 3,725 10,089,954 624

October, 2012 94,432,831 6,706 18,115,387 1,290

(Source: www.nseindia.com and www.bseindia.com)

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USE OF PROCEEDS The gross proceeds of the Issue will be ` 1,747,609,612.60. We intend to use the net proceeds of the Issue, after deducting the Issue expenses, for repayment of debt, to meet our incremental working capital requirements on account of optimisation of existing facilities / addition of new capacities, to meet our normal capital expenditure requirements / new expansions, which may be either organic or inorganic, or any other purposes as may be permissible under applicable law and for purposes as approved by Board of Directors. In accordance with the policies instituted by the Board, our management will have flexibility in deploying the net proceeds received by us from the Issue. Pending utilisation for the purpose described above, we intend to temporarily invest funds in various instruments, including money market mutual funds and deposits with banks and corporates. Such investments would be in accordance with applicable laws as well as the investment policies as approved by the Board from time to time.

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CAPITALISATION AND INDEBTEDNESS The following table shows, as at September 30, 2012:

• our Company’s actual capitalisation and indebtedness on a standalone basis; and

• our Company’s capitalisation and indebtedness on a standalone basis as adjusted for this Issue. This table should be read in conjunction with our Financial Statements and the related notes thereto, the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” beginning on pages 66 and 38 of this Placement Document, respectively, and other financial information contained elsewhere in this Placement Document.

As at September 30, 2012

Reviewed As adjusted for

the Issue (` in million) Loan Funds:

Secured ................................................................................................. 16,634.8 16634.8

Unsecured* ............................................................................................ 12,356.8 12,356.8

Total debt 28,991.6 28,991.6

Shareholders’ funds:

Share capital# ........................................................................................ 271.1 297.6

Securities premium ............................................................................... 6671.2 8,392.3**

Other reserves and surplus ..................................................................... 17408.6 17,408.6

Total Shareholders’ funds (excluding loan funds) 24,350.9 26,098.5

Total capitalisation 53,342.5 55,090.1

* Includes US$ 225 million zero coupon FCCBs, which were issued by our Company on March 12, 2008. As at the date of this Placement Document, none of these FCCBs have been converted into Equity Shares.

# Our Company initiated the ESOP Scheme for all eligible employees pursuant to its shareholders’ resolution dated February 24, 2006. As at the date of this Placement Document, 961,500 options are outstanding and none of our Company’s employees have exercised any options during the six month period ended September 30, 2012 and up to the date of this Placement Document.

** This does not include Issue expenditure. The shareholders of our Company have, by way of a resolution dated November 9, 2012, approved a preferential allotment of up to 30,000,000 warrants to certain Promoters of our Company, namely, Opel Securities Private Limited and Kolon Investment Private Limited, in accordance with the provisions of Chapter VII of the SEBI Regulations and the Companies Act. The issue price of the Equity Shares to be issued upon conversion of the Warrants (which conversion is at the option of the warrant holders) would not be less than ì 69.01 per Equity Share. The Company is currently evaluating market conditions and expected demand, and, assuming satisfactory conditions, could launch a Regulation S offering of step-down Bonds due 2017. No assurance can provided that such an offering will in fact happen. The offering of Bonds, if any, will be subject to the terms and conditions specified in the preliminary offering circular relating to such Bonds, as well as applicable provisions of law, including the Foreign Exchange Management Act, 1999, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993 and the rules and regulations issued thereunder. These Bonds, if issued, will be convertible into Equity Shares with full voting rights at a conversion price to be determined in accordance with the terms and conditions of these Bonds. For further details in relation to our contingent liabilities, please refer to our contingent liabilities as at September 30, 2012 on page F-39 of this Placement Document.

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DIVIDEND POLICY Our Company does not have a formal dividend policy. The declaration and payment of dividend will be recommended by our Board and approved by the shareholders at their discretion and will depend on our Company’s revenues, cash flows, financial condition (including capital position) and other factors. The table below sets forth the details of the dividends declared by our Company on its Equity Shares during the last three fiscal years:

Particulars

For the year ended March 31,

2012 March 31,

2011 March 31,

2010

Dividend Amount (` in million) 17.74 17.74 16.38

Tax on above dividend (` in million) 2.88 2.84 2.67

Dividend per Equity Share (`) 0.65 0.65 1.20*

* Equity shares of face value of ` 2 each The amounts paid as dividends in the past are not necessarily indicative of the dividend policy of our Company or dividend amounts, if any, in the future. The form, frequency and amount of future dividends will depend on our revenues, cash flows, financial condition (including capital position) and other factors and shall be at the discretion of our Board and subject to the approval of our shareholders. For a summary of certain Indian consequences of dividend distributions to shareholders, see the section “Taxation” on page 166 of this Placement Document.

66

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with (i) the audited consolidated financial statements as of and for the years ended March 31, 2010, 2011 and 2012 and (ii) the unaudited consolidated financial statements as of and for the six month periods ended September 30, 2011 and 2012 and, in each case, the schedules and notes thereto, and the reports thereon, which appear in the section “Financial Statements”. The financial statements presented in this Placement Document are prepared in accordance with the Companies Act and Indian GAAP.

Unless stated otherwise, references to the financial statements as of and for the years ended March 31, 2010 and 2011 are to the financial statements for that year, prepared and presented in accordance with the format prescribed under Schedule VI to the Companies Act (the “Old Schedule VI”) before it was replaced with the revised Schedule VI (the “Revised Schedule VI”) pursuant to Notification S.O. 447(E) dated February 28, 2011 issued by the Ministry of Corporate Affairs, Government of India. Similarly, references to the financial statements as of and for the fiscal year ended March 31, 2012 are to the audited financial statements presented in accordance with the Revised Schedule VI. References to financial information relating to Fiscal 2010 and references to financial information relating to Fiscal 2011 in the context of comparisons to financial information relating to Fiscal 2010 are to financial information presented in the financial statements for that year prepared in accordance with the Old Schedule VI. References to financial information relating to Fiscal 2011 in all other contexts in this section are references to financial information presented in the financial statements as of and for the fiscal year ended March 31, 2012, wherein financial information relating to Fiscal 2011 has been reclassified in accordance with the Revised Schedule VI in order to provide comparability with our financial statements as of and for the financial year ended March 31, 2012.

Our fiscal year ends on March 31 of each year. Accordingly, all references to a particular Fiscal are to the twelve-month period ended on March 31 of that year.

Some of the information contained in the following discussion, including information with respect to our plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read the section “Forward-Looking Statements” for a discussion of the risks and uncertainties related to those statements and also the section “Risk Factors” for a discussion of certain factors that may affect our business, results of operations or financial condition.

Overview

We believe that we are one of the leading providers of plastic products and niche structured yarn dyed textiles-related products in India. Our operations span four continents and 12 countries, with a presence in the European, American, African and Asian markets.

Our building materials and custom moulding business is engaged in the manufacture of thermoplastic moulded, extruded thermoformed and SMC/pultrusion products, resulting in a wide range of building material and custom moulded products including prefabricated structures, monolithic construction, SMC-based enclosures, plastic pallets, feeder and pillar distribution boxes, FRP products, water storage tanks and waste management solutions. Our custom moulding business caters to the electrical, automotive, aerospace, defence, renewable energy, medical imaging and pharmaceutical industries, while our monolithic construction and prefabricated structures businesses address the development of the social infrastructure segment and cater to the demand for mass housing, school and healthcare centre structures in India which we believe are key growth sectors. We have recently commenced the manufacture of home interior solutions, as well as providing environmental solutions such as packaged water waste treatment plants, solid waste management solutions, biogas units and septic tanks. Our textile manufacturing operations focus on niche products and specialise in men’s structured shirting for the premium fashion industry.

We have 35 manufacturing facilities, with 19 located outside India. At our manufacturing facility in Kalol, we have developed the capability to manufacture plastics using multiple manufacturing processes which enables us to produce the entire range of our building material and custom moulded products in one location. Kalol is also our primary base for textile production. In addition, we have nine manufacturing facilities in France and one each in Germany, Poland, Hungary, Slovakia, Morocco and Tunisia, as well as four manufacturing facilities in the United States.

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For Fiscal 2012, we recorded total revenues of ì 45,040.1 million and profit for the year of ì 3,068.1 million. For the six month period ended September 30, 2012, we recorded total revenues of ì 22,896.9 million and profit for the period of ì 1,191.5 million.

The Company is currently evaluating market conditions and expected demand, and, assuming satisfactory conditions, could launch a Regulation S offering of step-down Bonds due 2017. No assurance can provided that such an offering will in fact happen. The offering of Bonds, if any, will be subject to the terms and conditions specified in the preliminary offering circular relating to such Bonds, as well as applicable provisions of law, including the Foreign Exchange Management Act, 1999, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993 and the rules and regulations issued thereunder. These Bonds, if issued, will be convertible into Equity Shares with full voting rights at a conversion price to be determined in accordance with the terms and conditions of these Bonds.

Basis of Presentation of Financial Statements

Basis of Presentation

Pursuant to Notification S.O. 447(E) dated February 28, 2011, the Old Schedule VI was replaced with the Revised Schedule VI, which significantly changes the presentation of, and disclosure made in, the financial statements of Indian companies. Accordingly, we have modified the manner in which we present our financial statements as of and for the fiscal year ended March 31, 2012 so that the presentation of our financial statements is consistent with the Revised Schedule VI, which became applicable to us during Fiscal 2012. In connection with this exercise, we have also reclassified our financial statements as of and for the financial year ended March 31, 2011 in order to provide comparability with our financial statements as of and for the financial year ended March 31, 2012. Our historical audited financial statements for Fiscal 2011 and Fiscal 2010 and discussed under “Results of operations for Fiscal 2011 compared with Fiscal 2010, based on our statement of profit and loss for Fiscal 2011 prepared in accordance with the Old Schedule VI” have been presented in accordance with the Old Schedule VI.

The adoption of the Revised Schedule VI does not impact the recognition and measurement principles followed for the preparation of our financial statements. However, it does have a significant impact on the presentation of, and disclosure made in, our financial statements, particularly with respect to the presentation of the statement of assets and liabilities. Going forward, for financial periods ending subsequent to March 31, 2012, we will be presenting our financials statements in accordance with the Revised Schedule VI.

The discussion below in this section compares our financial position and results of operations:

a) as of and for the six month periods ended September 30, 2012 and 2011, based on our unaudited consolidated financial statements, prepared and presented in accordance with the Revised Schedule VI;

b) as of and for the financial years ended March 31, 2012 and 2011, based on the audited financial statements for Fiscal 2012, prepared and presented in accordance with the Revised Schedule VI; and

c) as of and for the financial years ended March 31, 2011 and 2010, based on the audited financial statements for Fiscal 2011, prepared and presented in accordance with the Old Schedule VI.

Factors Affecting Our Results of Operations

A number of factors affected our financial condition and results of operations during Fiscals 2010, 2011 and 2012 and the six month periods ended September 30, 2011 and 2012, and may continue to affect our financial condition and performance in the future. The principal factors are discussed below.

Growth in demand for our products

We have experienced substantial growth over the past five years. Our total revenue has increased from ì 23,343.0 million in Fiscal 2008 to ì 45,040.1 million in Fiscal 2012. During this period, our profit after tax increased from ì 2,303.2 million to ì 3,068.1 million. Our total revenues and profit for the period during the six month period ended September 30, 2012 were ì 22,896.9 million and ì 1,191.5 million, respectively.

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The growth in our revenues and profits is largely a result of the growth in revenues from our building materials and custom moulding business, which we attribute to our entry into the international market, the launch of new products, extension of our product range and the successful execution of projects in our monolithic construction businesses. For the periods under review, our results of operations have been primarily influenced by revenues derived from our prefabricated structures and custom moulding business as well as the costs associated with the development of these businesses. Our revenues from our prefabricated structures and custom moulding businesses represented 17.6% and 51.3%, respectively, of our total revenues for the period ended September 30, 2012.

Our ability to sustain the growth in our revenue and profits, implement our growth strategy successfully and successfully introduce new products is a key factor in determining whether we will be able to expand further or diversify our operations effectively.

Government policies and programmes

The demand for monolithic constructions and prefabricated structures is significantly dependent on the demand for cheaper public housing, construction of social infrastructure and increased pace of urban redevelopment in India, which are presently driven primarily by policies, incentives, budgetary allocations and other resources allocated for such projects by various central and state government entities and which, in turn, are influenced by the prevailing economic conditions in India, and globally. As part of its policy of urban development and improving conditions for those living in poverty in India, the Government has introduced various measures in the past decade with the objective of improving housing conditions in many Indian cities and the promotion of cheaper housing in India for urban redevelopment is a major factor which has affected the results of our operations in the periods under review and is expected to affect the results of our operations in the future. For example, the monolithic constructions business experienced significant growth during Fiscal 2011 as a result of demand from Government projects, and a slowdown in growth in Fiscal 2012 due to decelerated decision-making by the Government and a decrease in fund disbursements during this period.

The Government and various Government agencies are significant contributors to our total revenues, and provide the significant majority of our monolithic constructions business which constituted 20.0% of our total revenues for the period ended September 30, 2012. The total housing shortage in India is estimated to be approximately 27 million houses by the end of 2012 (Source: Estimates by the Technical Group constituted by the Ministry of Housing and Urban Poverty Alleviation). In addition, we expect Government programmes such as the National Rural Health Mission programme (“NRHM”) implemented across India, the Sarva Shiksha Abhiyan scheme and the “Total Sanitation Campaign” which are targeted at rural healthcare, education and sanitation needs to result in increased demand for prefabricated structures, while the Central Government’s XIth Five Year Plan has allocated U.S.$ 1.6 billion for urban sanitation projects. We expect that these policies will provide opportunities for us to bid for additional projects and develop our monolithic constructions and prefabricated structures businesses. However, any adverse change in the focus or policy framework regarding such projects or any unanticipated decrease in the demand for such projects may affect our business, results of operations, financial condition and prospects. Further, if a cheaper or faster alternative that meets the needs of cheaper housing or economically viable urban redevelopment becomes available, our monolithic construction business in particular may be affected, which may affect our results of operations and the returns on our investments in the capacity expansions undertaken for this business.

Market variations in prices for raw materials

The price of raw materials is the single most important factor which directly affects our results of operations. In Fiscal 2012 and in the six month period ended September 30, 2012, the cost of materials consumed accounted for approximately 62.1% and 60.7%, respectively, of our total expenses. We require sufficient quantities of LLDPE, HDPE, cotton, cement, steel and polyvinyl chloride or PVC and other high quality raw materials to be obtained in a timely manner and at acceptable prices in order to sustain our operations. We acquire a significant portion of these raw materials from the spot market, and as a result, our operations are vulnerable to changes in the supply and volatility in the prices of raw materials in the spot market.

The most important raw materials for the prefabricated structures and monolithic construction businesses are cement, steel and PVC. These materials are sourced from third parties and their price has been known to be volatile and any significant increase in the prices of these raw materials could materially affect these businesses and our results of operations if such price increases cannot be passed on to our customers by way of higher prices. While we generally seek to pass on increases in the costs of cement and steel under the contracts we

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enter into in our monolithic constructions business, we may not always be successful in passing the entire impact of such increases in costs to our customers or may not be permitted to do so under the provisions of the relevant contract, and our results of operations and financial condition may be affected as a result of our inability to do so.

A large amount of oil-based raw materials such as PVC, LLDPE and HDPE are required in our custom moulding operations and plastic resins, granules and powder constituted 30.8% and 30.1% of our total expenses in Fiscal 2012 and in the six month period ended September 30, 2012, respectively. We procure all of our oil-based raw materials from the spot market. Although we have not experienced any significant difficulties in obtaining PVC, LLDPE and HDPE raw materials to satisfy our plastics production requirements in the past, we cannot assure you that we will be able to meet our future PVC, LLDPE and HDPE requirements. Further, any significant increase in the prices of these raw materials could materially affect our business, results of operations or financial condition if such price increases cannot be passed on to our customers by way of higher prices.

The primary raw materials in our textiles business are cotton, yarn and other fibres. In Fiscal 2012 and in the six month period ended September 30, 2012, the cost of cotton yarn and other fibres accounted for approximately 2.8% and 2.5%, respectively, of our total expenses. The price of cotton yarn and other fibres generally follows the price trend of, and varies with market conditions for, cotton. Any changes in Government policies on trade in cotton could affect its price, and any significant volatility in the costs of cotton may exert pressure on our margins if increases in sales prices for our textiles products lag behind increases in the price of cotton.

Macroeconomic conditions

Macroeconomic factors, both in India and globally, such as economic instability, political uncertainty, social upheavals or other force majeure events could influence our performance. The on-going global economic uncertainty could increase the risk of our customers being unable to pay amounts due to us and of our customers going into bankruptcy or reorganisation proceedings, which could affect our ability to collect our receivables. In addition, fluctuations in interest rates, exchange rates and inflation rates have a material effect on key aspects of our operations, including the cost of our raw materials and the costs of borrowing required to fund our operations.

Our Indian businesses have benefited from a period of sustained economic growth in India. However, the Indian economy has recently shown signs of moderation in growth. We expect that macroeconomic conditions, particularly changes in consumer confidence, disposable income and interest rates will have a significant impact on our business and results of operations in future periods.

Operational efficiencies

In relation to our monolithic constructions business, we engage in tender processes and bid for projects on a competitive basis. As a result, we have a limited amount of control over the project price that we receive. Our results of operations are therefore largely driven by the operational efficiencies that we can achieve. The steps we take to achieve such efficiencies include leveraging on the synergies among our Subsidiaries, achieving purchasing efficiencies by acquiring raw materials in bulk, upgrading our operations to use fuel-efficient machines and managing inventories to sustain production levels. We undertake the formwork in relation to our monolithic constructions business in-house, resulting in cost and time efficiencies, while the end-to-end nature of our turnkey prefabricated structure operations provides us opportunities to achieve faster and more efficient construction. Further, our facilities are spread across India and are located so as to minimise our transport and logistics costs.

We expect that these steps will result in cost-savings and efficiencies in relation to our operational expenses, including the cost of materials consumed, power and fuel costs and transportation costs, and these efficiencies will in turn have a beneficial impact on our results of operations and financial condition.

Interest and finance charges

We intend to fund our new product lines and capacity expansion plans using cash accruals and credit facilities, including credit facilities which have a floating rate of interest, in addition to the proceeds of the Issue. As a result, changes in prevailing interest rates could materially affect our financial position. To the extent that market interest rates rise significantly over the period in which we are undertaking expansion activities, this will increase our debt service costs. As we continue to expand the scale of our operations, the cost of financing such

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activities may increase significantly. We may also be required to raise additional debt. In recent years, credit markets worldwide have experienced significant volatility including a reduction in liquidity levels, increasing costs for credit protection and a general decline in lending activity between financial institutions and in commercial lending markets worldwide. These developments may result in us incurring increasing financing costs associated with our increasing levels of debt. Furthermore, we cannot assure you that we will be able to raise financing on favourable terms or at all, which could have a material adverse effect on us. Moreover, our future credit facilities may contain covenants that limit our operating and financing activities and require the creation of security interests over our assets. Our ability to meet our payment obligations and to fund planned capital expenditures will depend on the success of our business strategy and our ability to generate sufficient revenues to satisfy our obligations, which are subject to many uncertainties and contingencies beyond our control.

Cost of power and fuel

Power and fuel constituted 3.0%, 2.5 %, 2.9 %, 2.9% and 3.3% of our total revenues in Fiscals 2010, 2011 and 2012 and the six month periods ended September 30, 2011 and 2012, respectively. We have the capability to generate 100 % of the power we currently require for our manufacturing facilities in Kalol. However, when it is economically beneficial, we procure power on a merchant basis. We purchase power and fuel from third parties including the state electricity board for meeting our power requirements and fuel from third party suppliers. With the expansion of our manufacturing activities, we anticipate an increase in the power and fuel required by us. Any increase in the rates of power and fuel will increase our expenditure, reduce our profits and affect the results of our operations.

Cyclical changes in the plastics or textiles industry

A significant proportion of our plastics and textiles products are fungible with the products of our competitors. As such, there are limitations on our ability to control the selling prices of these products. The plastics and textiles industries have been characterised by cyclical market conditions. Our margins are sensitive to changes in industry capacity, output levels, supply and demand balances domestically, regionally and internationally and changes in consumer demand for particular products. The demand for plastics and textiles products is typically dependent on the level of general economic activity, and weak economic conditions tend to mean reduced demand. Supply is affected by significant capacity additions, and if such additions are not matched by a corresponding growth in demand, the average operating rates and margins in these industries will fall. It is not possible to predict accurately the supply and demand balances, general economic growth rates, market conditions and other factors that may affect industry operating rates and margins in the future.

Critical Accounting Policies

Critical accounting policies are those that require application of our management's most difficult, subjective or complex judgments often as a need to make estimates about the effects of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.

We have described below the critical accounting policies that our management believes are the most significant judgments and estimates used in the preparation of our financial statements:

Revenue Recognition

Revenue is recognised based on the nature of activity, when consideration can be reasonably measured and there exists reasonable certainty of its recoverability. Revenue from sale of goods is recognised when substantial risk and rewards of ownership are transferred to the buyer under the terms of the contract. The value of sales is recognised net of any discount and inclusive of excise duty but does not include other recoveries such as handling charges, transportation charges and local duties such as octroi duty.

Inventories

Inventories of finished goods, raw materials, process stocks and property under development are carried at lower of cost and net realisable value. Fuel and stores and spare parts are carried at or below cost. The cost of raw materials, fuel, stores and spare parts is ascertained on a weighted average or first in first out basis. The cost of

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finished goods and process stock is ascertained on a full absorption cost basis and includes excise duty. The cost of property under development includes the cost of land, material, labour, manufacturing and other overhead costs.

Fixed Assets

Fixed assets are stated at historical cost net of Cenvat, inclusive of financing costs until commencement of commercial production, and less accumulated depreciation.

Expenditure During Construction Period

In the case of new projects or expansion of existing projects, revenue expenditure incurred during the construction or pre-operative period, in so far as such expenses relate to the period prior to commencement of commercial production, are treated as part of the project cost and are capitalised.

Borrowing Cost

Interest and other costs in connection with the borrowings of the funds to the extent related or attributed to the acquisition or the construction of qualifying fixed assets are capitalised up to the date when such assets are ready for their intended use, and other borrowing costs are charged to the Statement of Profit and Loss.

Foreign Currency Transactions

We record transactions in foreign currency at the exchange rates prevailing at the times the transactions are effected. Monetary items denominated in foreign currency at the year end are restated at the year end rates. In case of items which are covered by forward exchange contracts, the differences between the year end rates and the rate on the date of the contract is recognised as the exchange difference and the premium paid on forward contracts is recognised over the life of the contract.

Any income or expense arising on restatement or settlement, other than that arising on long term foreign currency monetary items, is recognised in the Statement of Profit and Loss for the period in which the difference takes place. The exchange differences arising on restatement of settlement of long-term foreign currency monetary items are capitalised as part of the depreciable fixed assets to which the monetary item relates and depreciated over the remaining useful life of such assets or amortised on settlement over the maturity period of such items if such items do not relate to acquisition of depreciable fixed assets. The unamortised balance is carried in the Balance Sheet as “Foreign currency monetary item translation difference account” net of the tax effect thereon. Non monetary foreign currency items are carried at historical cost.

Accounting for Tax

Current tax is accounted for on the basis of estimated taxable income for the current accounting period and in accordance with the provisions of the (Indian) Income Tax Act, 1961. Deferred tax resulting from “timing differences” between book and taxable profit is accounted for using the tax rates that have been enacted or substantively enacted as on the date of the balance sheet. The deferred tax is recognised and carried forward only to the extent that there is reasonable certainty that the assets will be realised in the future.

Provisions, Contingent Liabilities and Contingent Assets

Provisions involving a substantial degree of estimation in measurement are recognised by us when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognised but are discussed in the notes to the financial statements. Contingent assets are neither recognised nor disclosed in the financial statements.

IBDR Scheme

Pursuant to a scheme of arrangement (the “Scheme”) approved by the Honourable High Court of Gujarat on March 25, 2009, we earmarked ì 2,000.0 million from the Securities Premium Account to the International Business Development Reserve Account (the “IBDR”) with effect from April 1, 2008 in order to meet various acquisition related expenses, including finance costs, legal costs, integration expenses and currency swap

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expenses, whether undertaken in the past or contemplated in the future. As at September 30, 2012, we had adjusted ì 1,946.0 million against the earmarked balance of IBDR towards such acquisition related expenses in accordance with the accounting treatment prescribed under the provisions of the Scheme.

Our Auditors have highlighted certain inconsistencies between this accounting practice and the accounting principles under Indian GAAP by including certain statements as a matter of emphasis in their audit and review reports on our financial statements for Fiscal 2011, Fiscal 2012 and the six month period ended September 30, 2012. These statements highlight that the relevant principles under the Indian GAAP, in absence of the Scheme, would not have permitted the adjustment of such expenses against the Securities Premium Account or the IBDR. These statements further highlight that had our Company accounted for these expenses as per the principles under Indian GAAP, the balance of the Securities Premium Account or the IBDR would have been higher by ì 1,946.0 million as at September 30, 2012 and our profit after tax in Fiscal 2011, Fiscal 2012 and the six month period ended September 30, 2012 would have been lower by ì 464.7 million, ì 44.2 million and ì 24.5 million, respectively, as these expenses would have been charged to our statement of profit and loss during such relevant periods.

Recent Developments

Under the terms of certain of our financing agreements, we require consents from certain lenders before we can allot Equity Shares pursuant to this Issue. As at the date of the Preliminary Placement Document, we had not received the consent of one of these lenders. Further, the consents provided by certain of our lenders were conditional on the receipt of consents from our other term lenders. However, as at the date of this Placement Document, we have obtained all required lender consents in relation to the allotment of Equity Shares pursuant to this Issue.

Results of Operations for Fiscal 2012 and 2011 and the six month periods ended September 30, 2012 and

2011

The summary of our results of operations for Fiscals 2012 and 2011, as reflected in our financial statements for Fiscal 2012 and the six month periods ended September 30, 2012 and 2011 prepared and presented in accordance with the Revised Schedule VI, is set out in the table below:

Particulars Fiscal For the six month period ended September

30 (unaudited)

2011* 2012 2011* 2012

ìììì million % ìììì million % ìììì million % ìììì million %

Revenues

Revenue from operations (net)

................................... 44,751.5 98.8 44,367.7 98.5 22,630.9 98.7 22,624.3 98.8

Other income……… 540.9 1.2 672.4 1.5 294.4 1.3 272.6 1.2

Total revenues ........ 45,292.4 45,040.1 22,925.3 22,896.9

Expenses

Cost of materials consumed

................................... 25,497.9 56.3 25,067.5 55.7 12,669.6 55.3 12,679.5 55.4

Purchases of stock-in-

trade………………. 771.5 1.7 797.7 1.8 398.8 1.7 629.1 2.7

Changes in inventories of finished

goods and work-in-progress….. 36.5 0.1 (23.2) (0.1) (141.8) (0.6) (238.5) (1.0)

Employee benefits expenses

................................... 4,613.1 10.2 5,119.7 11.4 2,457.3 10.7 2,713.6 11.9

Finance costs……… 1,089.2 2.4 1,358.3 3.0 766.2 3.3 714.6 3.1

Depreciation and amortisation

expense ..................... 1,491.0 3.3 1,678.2 3.7 875.9 3.8 987.7 4.3

Other expenses……. 5,763.5 12.7 6,396.8 14.2 3,360.9 14.7 3,402.9 14.9

Total expenses ......... 39,262.7 86.7 40,395.0 89.7 20,386.9 88.9 20,888.9 91.2

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Particulars Fiscal For the six month period ended September

30 (unaudited)

2011* 2012 2011* 2012

ìììì million % ìììì million % ìììì million % ìììì million %

Profit before exceptional items and

tax.............................. 6,029.7 13.3 4,645.1 10.3 2,538.4 11.1 2,008.0 8.8

Exceptional items ..... (62.4) (0.1) 466.4 1.0 606.0 2.6 337.2 1.5

Profit before tax ..... 6,092.1 13.5 4,178.7 9.3 1,932.4 8.4 1,670.8 7.3

Tax expense ............. 1,508.3 3.3 1,159.6 2.6 613.8 2.7 499.0 2.2

Profit after tax before minority

interest and share of profit of

Associate...................

4,583.8 10.1 3,019.1 6.7 1,318.6 5.8 1,171.8 5.1

Share of profits attributable to

minority interest ....... 2.6 0.0 - - - - - -

Share of profit of Associate

................................... 18.9 0.0 49.0 0.1 15.1 0.1 19.7 0.1

Profit for the year/period

................................... 4,600.1 10.2 3,068.1 6.8 1,333.7 5.8 1,191.5 5.2

* References to financial information relating to Fiscal 2011 are references to financial information presented in the financial

statements as of and for the fiscal year ended March 31, 2012, wherein financial information relating to Fiscal 2011 has been

reclassified in order to provide comparability with our financial statements as of and for the financial year ended March 31, 2012.

Results of Operations for Fiscal 2011 and 2010

The summary of our results of operations for Fiscals 2011 and 2010 as reflected in our financial statements for Fiscal 2011 prepared and presented in accordance with the Old Schedule VI, is set out in the table below:

Particulars Fiscal

2010* 2011*

ìììì million % ìììì million %

Income

Net Sales 32,816.4 97.1 44,751.5 98.7

Other income……… 1,253.7 3.7 603.3 1.3

Increase/(Decrease) in Finished and Process

Stocks……………………………………….. (275.1) (0.8) (36.5) (0.1)

Total Income……………………………….. 33,795.0 45,318.3

Expenditure

Raw materials consumed…………………… 17,709.7 52.4 26,269.4 58.0

Employees’ Emoluments…………………… 4,389.0 13.0 4,613.1 10.2

Manufacturing and Other Expenses………… 5,437.6 16.1 5,763.5 12.7

Interest and Finance Charges……………….. 730.8 2.2 1,089.2 2.4

Depreciation and Amortisation……… 1,444.6 4.3 1,491.0 3.3

Total expenditure………………………….. 29,711.7 87.9 39,226.2 86.6

Profit before tax……………………………. 4,083.3 12.1 6,092.1 13.4

Profit after Tax before Minority Interest and Share of Profit of

Associate………… 3,311.2 9.8 4,583.8 10.1

Less: Minority Interest in post acquisition

profit………………………………………… 21.2 0.1 2.6 0.0

Add: Share of Profit of Associate - - 18.9 0.0

Profit after Tax……………………………. 3,290.0 9.7 4,600.1 10.2

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* References to financial information relating to Fiscal 2010 and references to financial information relating to Fiscal 2011 in the

context of comparisons to financial information relating to Fiscal 2010 are to financial information presented in the financial

statements for that year prepared in accordance with the Old Schedule VI.

Principal Components of Results of Our Income Statements

Revenue from operations

Our revenue from operations consists of net sales. Net sales revenue consists of revenues from sales of our building materials and custom moulding businesses and our textiles business. The principal products of our building materials and custom moulding businesses include monolithic constructions, prefabricated structures, water storage tanks and industrial and retail custom moulded products, while the principal products of our textiles business include structured fabrics and readymade garments.

Other income

Other income primarily consists of interest earned on deposits and returns on liquid investments such as dividend income from mutual funds in which we have invested.

Expenses

Our expenses consist of cost of materials consumed, employee benefits, finance costs, other expenses and depreciation and amortisation.

Materials consumed

Raw materials consumed primarily consist of the cost of polyvinyl chloride (“PVC”), steel, cement, plastics resins, granules and powder including LLDPE and HDPE in our building materials and custom moulding businesses and cotton, yarn and other fibres in our textiles business.

Employee benefits

Employee emoluments consist of salary and benefits paid to our employees.

Finance costs

Finance costs consist of interest expenses in respect of outstanding debentures, working capital finance and term loans availed by us.

Depreciation and amortisation

Depreciation and amortisation represents depreciation of our fixed assets.

Results of operations for the six month period ended September 30, 2012 compared with the six month

period ended September 30, 2011, based on our unaudited consolidated statement of profit and loss,

prepared in accordance with the Revised Schedule VI

Revenues

Revenue from operations. Our net revenue from operations decreased marginally to ì 22,624.3 million in the six month period ended September 30, 2012 from ì 22,630.9 million in the six month period ended September 30, 2011. This decrease was primarily due to a slowdown in our monolithic construction business, pursuant to the management’s decision to control working capital requirements consequent to the decline in cash flow from these projects from government agencies, which was partly offset by an increase in sales by our prefabricated structures business during this period.

Other income. Other income decreased by 7.4% to ì 272.6 million in the six month period ended September 30, 2012 from ì 294.4 million in the six month period ended September 30, 2011. This decrease was primarily due to a decrease in interest income during this period, coupled with a decrease in net gain on sale of current

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investments as a result of liquidation of certain deposits. These decreases in our other income were partially offset by an increase in miscellaneous income during this period.

Expenses

Cost of materials consumed. The cost of materials consumed increased by 0.1% to ì 12,679.5 million in the six month period ended September 30, 2012 from ì 12,669.6 million in the six month period ended September 30, 2011. This increase was primarily due to the increase in sales by our prefabricated structures business during this period. As a percentage of total expenses, the cost of materials consumed decreased to 60.7% in the six month period ended September 30, 2012 as compared to 62.1% in the six month period ended September 30, 2011.

Purchases of stock-in-trade. Purchases of stock-in-trade increased by 57.7% to ì 629.1 million in the six month period ended September 30, 2012 from ì 398.8 million in the six month period ended September 30, 2011 as a result of purchases of industrial pallets, moulds and plastic parts in relation to our custom moulding operations.

Changes in inventories of finished goods and work-in-progress. Changes in inventories of finished goods and work-in-progress decreased by 68.2% to negative ì 238.5 million in the six month period ended September 30, 2012 from negative ì 141.8 million in the six month period ended September 30, 2011.

Employee benefits. Employee benefits increased by 10.4% to ì 2,713.6 million in the six month period ended September 30, 2012 from ì 2,457.3 million in the six month period ended September 30, 2011. This increase was primarily due to an incremental benefits payable. As a percentage of total expenses, employee benefits increased to 13.0% in the six month period ended September 30, 2012 as compared to 12.1% in the six month period ended September 30, 2011.

Finance costs. Finance costs decreased by 6.7% to ì 714.6 million in the six month period ended September 30, 2012 from ì 766.2 million in the six month period ended September 30, 2011, primarily due to a reduction in applicable interest rates. As a percentage of total expenses, finance costs decreased to 3.4% in the six month period ended September 30, 2012 as compared to 3.8% in the six month period ended September 30, 2011.

Depreciation and amortisation expense. Depreciation and amortisation expense increased by 12.8% to ì 987.7 million in the six month period ended September 30, 2012 from ì 875.9 million in the six month period ended September 30, 2011. This was primarily due to an increase in fixed assets during this period, to ì 25,628.9 million as of September 30, 2012 from ì 23,886.4 million as of September 30, 2011. As a percentage of total expenses, depreciation and amortisation expense increased to 4.7% in the six month period ended September 30, 2012 as compared to 4.3% in the six month period ended September 30, 2011.

Other expenses. Other expenses increased by 1.2% to ì 3,402.9 million in the six month period ended September 30, 2012 from ì 3,360.9 million in the six month period ended September 30, 2011. This was primarily due to an increase in power and fuel costs to ì 750.4 million the six month period ended September 30, 2012 from ì 654.3 million in the six month period ended September 30, 2011.

Results of operations for Fiscal 2012 compared with Fiscal 2011, based on our statement of profit and loss

for Fiscal 2012 prepared in accordance with the Revised Schedule VI

Revenues

Revenue from operations. Our net revenue from operations decreased by 0.9% to ì 44,367.7 million in Fiscal 2012 from ì 44,751.5 million in Fiscal 2011. This decrease was primarily due to a decline of 18.8% in revenues from our monolithic construction business during this period, pursuant to the management’s decision to control working capital requirements consequent to the decline in cash flow from these projects from government agencies. This was partially offset by an increase of 11.9% in revenues from our prefabricated constructions business and an increase of 5.1% in revenues from our custom moulding business during this period. As a result, segment revenue from our plastics segment decreased by 1.6% to ì 39,833.2 million in Fiscal 2012 from ì 40,461.7 million in Fiscal 2011. Segment revenue from our textiles segment increased by 7.5% to ì 4,702.3 million in Fiscal 2012 from ì 4,375.3 million in Fiscal 2012.

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Other income. Other income increased by 24.3 % to ì 672.4 million in Fiscal 2012 from ì 540.9 million in Fiscal 2011. This increase was primarily due to the increase in net gain on sale of current investments to ì 181.6 million in Fiscal 2012 from ì 151.4 million in Fiscal 2011 and the increase in miscellaneous income to ì 147.3 million in Fiscal 2012 from ì 56.4 million in Fiscal 2011.

Expenses

Cost of materials consumed. The cost of materials consumed decreased by 1.7 % to ì 25,067.5 million in Fiscal 2012 from ì 25,497.9 million in Fiscal 2012. This decrease was primarily due to a decline in the monolithic construction business during this period, as a result of which the value of bought out goods consumed by us decreased by 10.5% to ì 11,502.2 million in Fiscal 2012 from ì 12,852.5 million in Fiscal 2011. As a percentage of total expenses, the cost of materials consumed decreased to 62.1% in Fiscal 2012 as compared to 64.9% in Fiscal 2011.

Purchases of stock-in-trade. Purchases of stock-in-trade increased by 3.4% to ì 797.7 million in Fiscal 2012 from ì 771.5 million in Fiscal 2011.

Changes in inventories of finished goods and work-in-progress. Changes in inventories of finished goods and work-in-progress decreased by 163.6% to negative ì 23.2 million in Fiscal 2012 from ì 36.5 million in Fiscal 2011.

Employee benefits. Employee benefits increased 11.0 % to ì 5,119.7 million in Fiscal 2012 from ì 4,613.1 million in Fiscal 2011. This increase was primarily due to an increase in the number of employees and incremental benefits payable. As a percentage of total expenses, employee benefits increased to 12.7% in Fiscal 2012 as compared to 11.7% in Fiscal 2011.

Finance costs. Finance costs increased by 24.7% to ì 1,358.3 million in Fiscal 2012 from ì 1,089.2 million in Fiscal 2011. This was primarily due to an increase in rates of interest applicable in relation to our term loans and working capital facilities. As a percentage of total expenses, finance costs increased to 3.4% in Fiscal 2012 as compared to 2.8% in Fiscal 2011.

Depreciation and amortisation expense. Depreciation and amortisation expense increased by 12.6% to ì 1,678.2 million in Fiscal 2012 from ì 1,491.0 million in Fiscal 2011. This was primarily due to an increase in fixed

assets during this period, to ì 26,402.6 million as of March 31, 2012 from ì 24,120.1 million as of March 31, 2011. As a percentage of total expenses, depreciation and amortisation expense increased to 4.2% in Fiscal 2012 as compared to 3.8% in Fiscal 2011.

Other expenses. Other expenses increased by 11.0% to ì 6,396.8 million in Fiscal 2012 from ì 5,763.5 million in Fiscal 2011. This was primarily due to an increase in consumption of stores and spare parts to ì 1,700.2 million from ì 1,574.4 million, an increase in power and fuel costs to ì 1,319.9 million from ì 1,124.8 million and an increase in general charges to ì 1,707.3 million from ì 1,450.6 million.

Results of operations for Fiscal 2011 compared with Fiscal 2010, based on our statement of profit and loss

for Fiscal 2011 prepared in accordance with the Old Schedule VI

Income

Net Sales. Our net sales increased by 36.4% to ì 44,751.5 million in Fiscal 2011 from ì 32,816.4 million in Fiscal 2010. This was primarily attributable to a significant increase in our monolithic construction business and our prefabricated structures business during this period, with the execution of a number of projects during this period and expansion of these businesses into new geographies. As a result, segment revenue from our plastics segment increased by 36.1% to ì 40,461.8 million in Fiscal 2011 from ì 29,728.6 million in Fiscal 2010. Further, segment revenue from our textile segment increased by 26.3% to ì 4,375.3 million in Fiscal 2011 from ì 3,463.1 million in Fiscal 2010, primarily due to demand from international clients and from the women’s wear and home furnishing segments in India.

Other income. Other income decreased by 51.9% to ì 603.3 million in Fiscal 2011 from ì 1,253.7 million in Fiscal 2010. This was primarily due to a decrease in foreign exchange gain to ì 38.8 million in Fiscal 2011 from

77

ì 486.1 million in Fiscal 2010 as a result of the increase in exchange rates in relation to our outstanding FCCBs and a decrease in miscellaneous income to ì 78.0 million from ì 347.9 million during the same period.

Expenditure

Raw materials consumed. Raw materials consumed increased by 48.3% to ì 26,269.4 million in Fiscal 2011 from ì 17,709.7 million in Fiscal 2010. This was primarily due to the growth in our monolithic construction and prefabricated structures business, as a result of which our cost of plastic granules and powder increased to ì 12,371.0 million in Fiscal 2011 from ì 8,668.1 million in Fiscal 2010 and the cost of bought-out goods consumed increased to ì 12,852.5 million from ì 8,392.4 million during the same period. As a percentage of total expenditure, raw materials consumed increased to 67.0% in Fiscal 2011 as compared to 59.6% in Fiscal 2010. Pursuant to the growth in our textiles business during this period, our cost of cotton, yarn and other fibres increased by 61.1% to ì 1,045.9 million from ì 649.2 million.

Employees’ emoluments. Our employees’ emoluments increased by 5.1% to ì 4,613.1 million in Fiscal 2011 from ì 4,389.0 million in Fiscal 2010. This increase was primarily due to an increase in the number of employees and incremental benefits payable. As a percentage of total expenditure, employee emoluments decreased to 11.8% in Fiscal 2011 as compared to 14.8% in Fiscal 2010.

Manufacturing and other expenses. Our manufacturing and other expenses increased by 6.0% to ì 5,763.5 million in Fiscal 2011 from ì 5,437.6 million in Fiscal 2010. This was primarily due to an increase in our power and fuel expenses to ì 1,124.8 million in Fiscal 2011 from ì 979.3 million in Fiscal 2010 and an increase in general charges to ì 1,544.7 million from ì 1,250.4 million during the same period, partially set off by a decrease in site development expenses to ì 159.8 million in Fiscal 2011 from ì 298.1 million in Fiscal 2010. As a percentage of total expenditure, manufacturing and other expenses decreased to 14.7% in Fiscal 2011 as compared to 18.3% in Fiscal 2010.

Interest and finance charges. Our interest and finance charges increased by 49.0% to ì 1,089.2 million in Fiscal 2011 from ì 730.8 million in Fiscal 2010, primarily due to an increase in interest on debentures and fixed loans to ì 420.0 million in Fiscal 2011 from ì 172.1 million in Fiscal 2010 and an increase in working capital deployment. As a percentage of total expenditure, interest and finance charges increased to 2.8% in Fiscal 2011 as compared to 2.5% in Fiscal 2010.

Depreciation and amortisation. Our depreciation and amortisation expenses increased by 3.2% to ì 1,491.0 million in Fiscal 2011 from ì 1,444.6 million in Fiscal 2010, primarily due to an increase in fixed assets during this period, to ì 24,120.1 million as of March 31, 2011 from ì 17,834.3 million as of March 31, 2010. As a percentage of total expenditure, depreciation and amortisation decreased to 3.8% in Fiscal 2011 as compared to 4.9% in Fiscal 2010.

Liquidity and Capital Resources

We employ cash primarily to fund capital expenditure, finance acquisitions, investments and working capital requirements. We fund these capital requirements through a variety of sources, including cash from operations, issue of debentures and bonds (including FCCBs) and short-term and long-term loans from banks and financial institutions. Our long-term borrowings and short-term borrowings (including the current portion of our long term borrowings) aggregated to ì 32,316.3 million as at September 30, 2012. These sources of funding, and our ability to fund our capital expenditure needs, could be adversely affected by market conditions for our building materials and custom moulding businesses and our textiles business, lower levels of liquidity in the capital and debt markets, changes in policies of the RBI and the Government of India, or an inability to obtain funds from external sources on acceptable terms or in a timely manner. We plan to finance our liquidity and capital resource needs primarily through our earnings, borrowings, cash and cash equivalents and also from the proceeds of this Issue. The Company is currently evaluating market conditions and expected demand, and, assuming satisfactory conditions, could launch a Regulation S offering of step-down Bonds due 2017. No assurance can provided that such an offering will in fact happen. The offering of Bonds, if any, will be subject to the terms and conditions specified in the preliminary offering circular relating to such Bonds, as well as applicable provisions of law, including the Foreign Exchange Management Act, 1999, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993 and the rules and regulations issued thereunder. These Bonds, if issued, will be convertible into

78

Equity Shares with full voting rights at a conversion price to be determined in accordance with the terms and conditions of these Bonds.

Cash Flows

The following table sets forth certain information about our cash flows during Fiscals 2012 and 2011 as reflected in our financial statements for Fiscal 2012 and the six month periods ended September 30, 2012 and 2011 prepared and presented in accordance with the Revised Schedule VI.

Particulars Fiscal Six month period ended September 30,

(unaudited)

2011* 2012 2011* 2012

ìììì million ìììì million ìììì million ìììì million

Net cash flow from/(used in)

operating activities……. 9,579.1 (560.3) 1,828.2 838.7

Net cash flow from/(used in)

investing activities…….. (6,754.1) (4,650.6) (2,764.7) (723.7)

Net cash flow from/(used in)

financing activities……. (432.9) (509.0) (789.3) (79.9)

Net increase/decrease in cash and

cash equivalents… 2,392.1 (5,719.9) (1,725.8) 35.1

Cash and cash equivalents at the end

of the year/period……… 13,077.0 7,959.8 11,704.4 8,144.3

* References to financial information relating to Fiscal 2011 are references to financial information presented in the financial statements as of and for the fiscal year ended March 31, 2012, wherein financial information relating to Fiscal 2011 has been reclassified in order to provide comparability with our financial statements as of and for the financial year ended March 31, 2012.

The following table sets forth certain information about our cash flows during Fiscals 2011 and 2010 as reflected in our financial statements for Fiscal 2011 prepared and presented in accordance with the Old Schedule VI.

Particulars Fiscal

2010* 2011*

ìììì million ìììì million

Net cash from/(used in) operating activities……. (2,257.1) 9,579.1

Net cash (used in) investing activities…….. (1,720.0) (6.754.1)

Net cash flow from/(used in) financing activities……. 3,269.5 (432.9)

Net changes in cash and cash equivalents… (707.6) 2,392.1

Cash and cash equivalents – closing balance ……… 10,732.6 13,124.7

* References to financial information relating to Fiscal 2010 and references to financial information relating to Fiscal 2011 in the context

of comparisons to financial information relating to Fiscal 2010 are to financial information presented in the financial statements for that year prepared in accordance with the Old Schedule VI.

Cash flow from or used in operating activities

The net cash from operating activities in the six month period ended September 30, 2012 amounted to ì 838.7 million, arising from cash flow from operating activities adjusted primarily for depreciation, interest and finance charges and unrealised foreign exchange loss. Our net cash used in investing activities in the six month period ended September 30, 2012 amounted to ì 723.7 million, primarily attributable to the purchase of fixed assets and

79

capital work in progress as part of our expansion and modernisation of our custom moulding and prefabricated structures businesses, partially offset by interest received. Our net cash used in financing activities in the six month period ended September 30, 2012 amounted to ì 79.9 million, primarily attributable to proceeds from long term borrowings and a net increase in working capital borrowings, which were partially offset by the repayment of long term borrowings, interest paid and dividend paid. These changes were primarily a result of the repayment of certain of our borrowings and incurring of new borrowings by us during this period. As a result, our net cash and cash equivalents increased by ì 35.1 million during this period, to a balance of ì 8,144.3 million as of September 30, 2012 after taking into account the effect of exchange differences on restatement of foreign currency cash and cash equivalents of ì 149.4 million.

The net cash used in operating activities in Fiscal 2012 amounted to ì 560.3 million, arising from cash flow from operating activities adjusted primarily for depreciation, interest and finance charges, trade and other receivables and direct taxes paid. Our net cash used in investing activities in Fiscal 2012 amounted to ì 4,650.6 million, primarily attributable to the purchase of fixed assets as part of our expansion and modernisation of our custom moulding and prefabricated structures businesses, partially offset by the sale of fixed assets. Our net cash used in financing activities in Fiscal 2012 amounted to ì 509.0 million, primarily attributable to proceeds from long term borrowings, which were partially offset by the repayment of long term borrowings and interest paid. As a result, our net cash and cash equivalents decreased by ì 5,719.9 million during this period to a balance of ì 7,959.8 million as of March 31, 2012.

The net cash generated from operating activities in Fiscal 2011 amounted to ì 9,579.1 million, arising from cash flow from operating activities adjusted primarily for unrealised foreign exchange loss, depreciation, interest and financial charges, trade and other receivables and trade payables. Our net cash used in investing activities in Fiscal 2011 amounted to ì 6,754.1 million, primarily attributable to the purchase of fixed assets as part of our expansion and modernisation of the plant and machinery of our textiles business, as well as the expansion of our prefabricated structures and custom moulding businesses. Our net cash used in financing activities in Fiscal 2011 amounted to ì 432.9 million, primarily attributable to the repayment of borrowings and interest paid, which were partially offset by proceeds from term borrowings. As a result, our net cash and cash equivalents increased

by ì 2,392.1 million during this period to a balance of ì 13,077.0 million as of March 31, 2011.

The net cash used in operating activities in Fiscal 2010 amounted to ì 2,257.1 million, arising from cash flow from operating activities adjusted primarily for depreciation, interest and financial charges, trade and other receivables and trade payables. Our net cash used in investing activities in Fiscal 2010 amounted to ì 1,720.0 million, primarily attributable to the purchase of fixed assets and investments, as part of the expansion of our monolithic, prefabricated structures and custom moulding businesses partially offset by interest received. Our net cash from financing activities in Fiscal 2010 amounted to ì 3,269.5 million, primarily attributable to proceeds from term borrowings, which were partially offset by the repayment of borrowings and interest paid. As a result, our net cash and cash equivalents decreased by ì 707.6 million during this period to a balance of ì 10,732.6 million as of March 31, 2010.

Working Capital, Cash and Indebtedness

We fund our short-term working capital requirements through cash flow from operations, working capital facilities and short-term borrowings. As of March 31, 2011 and 2012 and September 30, 2012, we had cash and cash equivalents of ì 9,861.1 million, ì 7,206.1 million and ì 7,390.5 million, respectively. There was a decrease in cash and cash equivalents of ì 2,655.0 million, or 26.9 %, as of March 31, 2012 compared to March 31, 2011, primarily due to the increase in working capital requirements for our monolithic constructions business. There was an increase in cash and cash equivalents of ì 184.4 million, or 2.6%, as of September 30, 2012 compared to March 31, 2012, primarily due to the increase in working capital requirements for our monolithic constructions business.

We believe that our existing credit lines under our short-term loans and commercial paper facilities, together with cash generated from our operations and the proceeds of this Issue will be sufficient to finance our working capital needs for the next 12 months.

As of March 31, 2012, our total borrowings amounted to ì 29,546.8 million consisting of long term borrowings amounting to ì 12,724.8 million and short term borrowings of ì 16,822.0 million. The following tables set out the principal elements of our indebtedness as of March 31, 2011 and 2012 and September 30, 2011 and 2012:

80

Long-term borrowings

As of March 31,

2011*

(ìììì million)

As of March 31,

2012

(ìììì million)

As of September 30,

2011* (unaudited)

(ìììì million)

As of September 30,

2012 (unaudited)

(ìììì million)

Secured debentures 6,000.0 6,000.0 6,000.0 6,000.0

Term loans from banks:

(a) secured 3,534.7 6,311.7 6,639.4 6,958.2

(b) unsecured 128.0 84.7 296.1 61.6

Term loans from other:

(a) secured 277.8 150.5 328.6 213.3

(b) unsecured 77.2 176.0 99.4 176.1

Long term maturities of

secured finance lease

obligations

2.1 1.9 1.5 1.5

Unsecured zero coupon foreign

currency convertible bonds 10,046.3 - 11,008.2 -

Total 20,066.1 12,724.8 24,373.2 13,410.7

* References to financial information relating to Fiscal 2011 are references to financial information presented in the financial statements as

of and for the fiscal year ended March 31, 2012, wherein financial information relating to Fiscal 2011 has been reclassified in order to provide comparability with our financial statements as of and for the financial year ended March 31, 2012.

Short-term borrowings

As of March 31,

2011*

(ìììì million)

As of March 31,

2012

(ìììì million)

As of September 30,

2011* (unaudited)

(ìììì million)

As of September 30,

2012 (unaudited)

(ìììì million)

Loans repayable on demand

from banks:

(a) secured 5,310.0 4,240.5 2,584.9 5,183.2

(b) unsecured 1,048.2 1,071.3 749.8 570.8

Other loans and advances:

Unsecured zero coupon

foreign currency convertible

bonds

- 11,510.2 - 11,856.8

Total 6,358.2 16,822.0 3,334.7 17,610.8

* References to financial information relating to Fiscal 2011 are references to financial information presented in the financial statements as

of and for the fiscal year ended March 31, 2012, wherein financial information relating to Fiscal 2011 has been reclassified in order to provide comparability with our financial statements as of and for the financial year ended March 31, 2012.

The following table sets forth a summary of the maturity profile for our outstanding long term borrowing obligations as of September 30, 2012.

Payments Due by Period (in ìììì million) (in U.S.$

million)*

Repayment after one and up to two years ........................................................... 1,686.0 31.99

Repayment after two and up to five years ........................................................... 9,175.3 174.10

Repayment after five years ................................................................................ 2,549.4 48.37

Total 13,410.7 254.46

* 1 U.S.$ = ì 52.70

81

The following table summarises the details of our significant borrowings as of September 30, 2012:

Particulars of Loan including name of lender

Amount of loan with currency

Amount outstanding as of

September 30, 2012

Rate of Interest Security Interests Date of

Maturity/Repayment terms

Financial Covenants, if any

Syndicate Bank

Sanction Letter dated 18 June 2012 – Term Loan

ì 100 crores

ì 24.80 crores IDBI Bank’s

Base Rate plus 125 bps, subject to annual reset.

(i) First mortgage and

charge of all immoveable and moveable fixed assets,

present and future;

(ii) Second charge of all current assets, present

and future.

Pari passu with existing charges/mortgages.

10 ½ year term.

Last date of drawal 30 June 2014.

Repayment in 32

equal quarterly instalments commencing 1

October 2014.

(i) Debt Service Coverage

Ratio should be greater than 1.25 for a dividend to be paid. (excluding Fiscal 2013 and

Fiscal 2016);

(ii) Overall Debt-Equity ratio of 3:1 to be maintained (first

testing Fiscal 2013-14)

Export Bank of India (“EXIM”) Sanction Letter

dated 30 March 2012 (financial assistance under

Technology Up gradation Funding Scheme

(“TUFS”))

ì 150 crores

ì 37.70 crores IDBI Bank’s Base Rate plus 125 bps, subject

to annual reset.

(i) First charge on entire fixed assets of the Company for

minimum of FACR of 1.25 times WDV.

Pari passu;

(ii) Second charge over entire current assets, present and future.

Pari passu;

(iii) Collateral security provided to co-lenders (at discretion of EXIM.)

First 10% must be drawn by 15 June 2012. Remainder

must be drawn by 31 March 2014.

32 equal quarterly

instalments commencing after 27 month

moratorium for repayment.

(i) Debt Service Coverage Ratio should not fall below 1.25 times loan;

(ii) Debt-Equity ratio should not be more than 2:1;

(iii) TOL/TNW should not

exceed 3.50:1.

IDBI Bank Ltd. (“IDBI”) Sanction Letter dated 5 March 2012

ì 200 crores

ì 49.50 crores IDBI’s BBR plus 125 bps, subject to annual reset.

(i) First mortgage and charge of all immoveable and moveable fixed assets, present and future;

(ii) Second charge on

all current assets, present and future.

Pari passu with other

lenders.

Last date of drawal 30 June 2014.

Repayment by 32 equal quarterly instalments commencing 1

October 2014.

(i) Debt Service Coverage Ratio should be greater than 1.25;

(ii) Debt-Equity ratio should not be more than 3:1.

State Bank of India (“SBI”)

Sanction Letter dated 15 September 2011

ì 325 crores

ì 325 crores 2.5% above Base Rate with

monthly rest.

(i) First charge on fixed assets, present and

future.

Pari passu with other term lenders;

(ii) Second

6.5 years.

To be paid in six

annual instalments starting from 31 March 2013 (4 of ì

16.25 crores, 2 of ì 130 crores.)

Deviation should not be more than 20% from the limits

specified in:

(i) Current Ratio;

(ii) TOL/TNW;

82

Particulars of Loan including name of lender

Amount of loan with currency

Amount outstanding as of

September 30, 2012

Rate of Interest Security Interests Date of

Maturity/Repayment terms

Financial Covenants, if any

hypothecation charge on entire inventory and receivables of the Company in favour of

the term lenders

Pari passu;

(iii) Interest Coverage Ratio;

(iv) Return on Capital Employed;

(v) Gross Debt Service

Coverage Ratio.

SBI Sanction Letter dated 6

September 2007

ì 125 crores

ì 62.41 crores 3.00% above Base Rate with

monthly rests subject to biennial reset

(amended pursuant to letter dated 8

February 2012).

(i) First charge over the entire fixed assets of

the Company, present and future.

Pari passu;

(ii) Second charge over the current assets of the Company.

Pari passu.

7 years

Payable in 20

quarterly instalments commencing after

24 month moratorium.

Deviation should not be more than 20 per cent.

(i) Current Ratio: 1.72;

(ii) TOL/TNW: 0.78:1;

(iii) Gross Debt Service

Coverage Ratio: 3.17;

(iv) Interest Coverage Ratio: 3.94;

(v) Return on Capital Employed: 15.92.

BOB Sanction

Letter dated 31 December 2007 – Term Loan

ì 50 crores.

.

ì 25 crores 2.0% above the

Base Rate.

(i) D.P. Note signed by

Company;

(ii) First charge over entire fixed assets of

the Company.

Pari passu with existing first charge holders;

(iii)Hypothecation of moveable plant and machinery;

(iv) Second charge over current assets of the Company

Pari passu with working capital lender for the project.

Repayable in 20

quarterly equal instalments of ì 2.50 crores each commencing after

24 month moratorium from the date of first

drawal.

None

SBI Term Loan Agreement dated 30 January 2006

ì150 crores

ì 67.98 crores 2.50% above Base Rate with monthly rests,

subject to biennial reset (amended

pursuant to interest reset letter from SBI

dated 16 September 2011).

(i) First charge on the entire fixed assets of the Company, present

and future.

Pari passu.

(ii) Second charge over

the current assets of the Company.

Pari passu

Repayable in 32 equal quarterly instalments

commencing after moratorium of 2 years from the date

of first disbursement.

Deviation should not be more than 20 per cent. in two of:

(i) Current Ratio: 1.72;

(ii) TOL/TNW: 0.78:1;

(iii) Gross Debt Service Coverage Ratio: 3.17;

(iv) Interest Coverage Ratio: 3.94;

(v) Return on Capital

Employed: 15.92.

83

Particulars of Loan including name of lender

Amount of loan with currency

Amount outstanding as of

September 30, 2012

Rate of Interest Security Interests Date of

Maturity/Repayment terms

Financial Covenants, if any

IDBI Sanction Letter dated 22 November 2005

ì 75 crores

ì 35.16 crores. Floating rate of Bank PLR minus 225 bps (amended

pursuant to IDBI letter dated 7

February 2006)

First charge on fixed assets of the Company, present and future.

Pari passu.

10 years.

Repayable in 32, equal, quarterly instalments

commencing after moratorium of 2 years.

Due for repayment on 22 November 2006

(i) Minimum Asset Coverage should be 1.25;

(ii) Debt Service Coverage Ratio should not be less than

2 without notional FCCB repayment and should be a minimum of 1.5 after

factoring in one third of the FCCB as notional payment from 2008 onwards;

(iii) Current Ratio should not be less than 1.50 or as stipulated by SBI;

(iv) There should not be more than 15% adverse variance in Net sales and PAT;

(V) TOL/TNW should be greater than 2.50.

BOB Sanction Letter dated 1 September 2004 - Term Loan under TUFs

ì 47 crores

ì 9.50 crores 2.25% above Base Rate, payable on monthly rest.

(i) D.P. Note signed by Company;

(ii) First charge over entire fixed assets of the Company.

Pari passu with existing first charge holders.

10 years.

Repayable in 32 instalments (ì1.50 crores each and last quarterly instalment

of ì 0.50 crores) commencing after moratorium of 2 years.

None

SBI Working Capital Facility letter dated 16 September 2011

ì 625 crores

(i) Cash

Credit/WCDL: ì

600 crores;

(ii)EPC/PCFC: ì15 crores

(iii) FBD/FBP: ì 10 crores.

ì 312.02 crores 1.75% above Base Rate (amended pursuant to letter dated July 11, 2012).

(i) First charge by hypothecation on the entire inventory and receivables of the Company.

Pari passu;

(ii) Second mortgage charge of fixed assets of the Company. Pari Passu.

1 year Deviation should not be more than 20 per cent. in two of:

(i) Current Ratio: 1.19;

(ii) TOL/TNW: 1.38;

(iii) Interest Coverage Ratio: 3.71.

IDBI Sanction Letter dated 12

December 2011

ì 45.00 crores:

(i) Cash Credit: ì45.00 crores;

(ii) Working

(ì 4.69 crores)

Cash Credit: BBR plus

1.50%

(i) First charge on current assets of the

Company.

Pari passu;

(i) Cash Credit: 1 year;

(ii) Working Capital Demand Loan: 90 days/12 months

(i) TOL/TNW should not exceed 3;

(ii) Current Ratio must not be less than 1.

84

Particulars of Loan including name of lender

Amount of loan with currency

Amount outstanding as of

September 30, 2012

Rate of Interest Security Interests Date of

Maturity/Repayment terms

Financial Covenants, if any

Capital Demand Loan: ì 27

crores (sub limit)

(ii) Second charge on fixed assets of the Company.

Pari passu.

line.

Bank of Baroda letter dated 10

December 2011, sanctioning increase in short

term loan w.e.f. 5 December 2011.

ì 255 crores.

(i) Cash Credit: ì 102 crores;

(ii) Working

Capital Demand Loan: ì153 crores

ì 119.09 crores

2.10% above Base Rate at

monthly rests.

(i) D.P. Note executed by Borrower;

(ii) First charge on current assets of the Company.

(Iii) Second charge on fixed assets of the Company.

Pari passu.

12 months Company must maintain:

(i) Net Profit;

(ii) Current Ratio;

(iii) Debt-Equity Ratio,

at maximum projected level.

Net Working Capital should not fall to estimated/projected level.

Our ability to incur additional debt in the future is subject to a variety of uncertainties including, among other things, the amount of capital that other Indian entities may seek to raise in the domestic and foreign capital markets, economic and other conditions in India that may affect investor demand for our securities and those of other Indian entities, the liquidity of Indian capital markets and our financial condition and results of operations. We intend to continue to utilise long-term debt.

Contractual Commitments and Capital Expenditures

In addition to the payment obligations under our borrowings set forth above, we also have continuing obligations to make payments pursuant to certain contractual obligations. As at September 30, 2012, our

commitments amounted to ì 172.5 million. These contractual commitments consist of the estimated amount (net of advances) of contracts remaining to be executed on capital accounts and not provided for. We expect to incur capital expenditure in relation to balancing equipment across certain of our manufacturing facilities in India during Fiscals 2013 and 2014, as well as ordinary course maintenance capital expenditure.

We have made, and expect to continue to make, substantial capital expenditures in connection with our expansion activities. The details of the capital expenditure incurred by us are as follows:

In ì Million

As at March 31,

As at September 30,

(unaudited)

2010* 2011# 2012 2011# 2012

Tangible Assets

Land ........................................................... 518.4 932.4 938.7 936.7 941.9

Building ...................................................... 2,028.8 2,749.2 3,121.7 2,760.1 3,060.3

Plant and machinery ................................ 14,103.3 18,677.6 20,647.0 18,438.4 19,999.7

Furniture, fixtures and office

equipments ..................................................

129.7 177.3 156.5

165.4 154.3

85

As at March 31,

As at September 30,

(unaudited)

2010* 2011# 2012 2011# 2012

Tangible Assets

Vehicles ...................................................... 84.5 123.8 162.0 165.9 151.3

Total Tangible Assets ................................ 16,864.7 22,660.3 25,025.9 22,466.5 24,307.5

Intangible Assets

Technical knowhow ................................ 120.3 112.0 103.7 90.2 99.4

ERP software .............................................. 98.4 97.2 74.2 91.2 93.6

Non compete fees……………….. 12.1 0.4 - 0.3 -

Others (goodwill) ................................ 738.8 1,250.2 1,198.8 1,238.2 1,128.4

Total Intangible Assets…………. 969.6 1,459.8 1,376.7 1,419.9 1,321.4

Total Assets…………………….. 17,834.3 24,120.1 26,402.6 23,886.4 25,628.9

* References to financial information relating to Fiscal 2010 are to financial information presented in the financial statements for that year

prepared in accordance with the Old Schedule VI.

# References to financial information relating to Fiscal 2011 are references to financial information presented in the financial statements as of and for the fiscal year ended March 31, 2012, wherein financial information relating to Fiscal 2011 has been reclassified in order to provide comparability with our financial statements as of and for the financial year ended March 31, 2012.

Our capital expenditure plans are subject to risks, including, among other things, unforeseen engineering problems, delays in obtaining property rights and government approvals, force majeure events, unanticipated cost increases and contractor performance shortfalls, any of which could give rise to delays, cost overruns or the termination of the expansion plans. The failure to complete development as planned, or in accordance with agreed specifications, could result in higher costs, lower returns on capital or reduced future earnings. We could also be required to draw funds from external sources. In addition, if we are unable to complete our capital expenditure plans, we may not be able to recover our investments on these projects.

We have in the past relied principally on equity funding, borrowings from banks and cash flow from operations as our main sources of funds. We expect that, going forward, we will finance our capital expenditure through internal accruals and borrowings if required.

Contingent Liabilities

The following table sets forth our contingent liabilities as at September 30, 2012.

As at September 30, 2012

(unaudited)

ìììì million

Amount of claims of certain retrenched employees for re-instatement with back wages Amount not ascertained

Disputed demands not acknowledged as debts against which the Company has preferred

appeals:

(a) Income tax ..................................................................................................................................................................... 131.3

(b) Excise duty .................................................................................................. 14.7

(c) Customs duty............................................................................................................................................................... 2.8

(d) Sales tax…………………………………………………………………… 35.2

(e) Service tax………………………………………………………………… 22.9

Corporate guarantees given to banks/institutions……………………………... 42.6

86

As at September 30, 2012

(unaudited)

ìììì million

Performance guarantees given to customers by banks………………………... 653.7

Estimated amount (net of advances) of contracts remaining to be executed on capital account

and not provided for…………………………………………..

172.5

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss related to adverse changes in market prices, including interest rates and foreign exchange rates, of financial instruments. We are exposed to various types of market risks, including changes in interest rates and foreign exchange rates, in the ordinary course of business. We maintain our accounting records and prepare our financial statements in Indian Rupees.

A portion of our borrowings is also denominated in foreign currencies. The following table sets forth certain information regarding our foreign currency debt exposure for the periods indicated.

Particulars As at March 31, As at September 30, (unaudited)

2011 2012 2011 2012

(In ìììì million)

Total foreign currency

denominated debt ................................10,046.3 11,510.2 11,008.2 11,856.8

Total foreign currency debt as

percentage of total outstanding

debt ..............................................................

36.2% 37.2% 38.1% 36.7%

Interest Rate Risk

Our exposure to market risk for changes in interest rates related primarily to our secured floating rate debt obligations. As of March 31, 2012, all of our secured indebtedness, except for our non-convertible debentures, bore interest at floating rates. Our secured loans (including current portion) as of September 30, 2012 amounted to ì 13,651.0 million, all of which bore floating interest rates.

Exchange Rate Risk

Changes in currency exchange rates influence our results of operations. We report our financial results in Indian Rupees, while a portion of our total income and expenses are denominated, generated or incurred in currencies other than Indian rupees. We incur expenditure and also make procurements in foreign currencies for our export and Subsidiaries’ businesses.

Related Party Transactions

We have engaged in the past, and are likely to engage in future, in transactions with related parties, including our affiliates and certain key management members from time to time on an arm’s length basis. Such transactions are for provisions of goods and services as well as for incurrence of indebtedness. For details of our related party transactions, see the section “Board of Directors and Senior Management” at page 124.

Off-Balance Sheet Arrangements

Other than guarantees which we provide to certain of our subsidiaries and associate companies as referred to in “Contingent Liabilities” above, we do not have any off-balance sheet arrangements or obligations.

87

Taxation

Corporate Tax in India is levied by the Government of India on income earned by corporations. The current basic rate of corporate income tax is 30%. The Government of India levies a surcharge of 5% on basic income

tax (applicable where the income exceeds ì 10 million), education cess of 2% on basic income tax and surcharge and secondary and higher secondary education cess of 1% on basic income tax and surcharge and thereby the effective rate of Corporate Income Tax is 32.445% of the taxable profits, where the income exceeds ì 10 million.

However, under the minimum alternative tax regime, the corporation is required to pay at least 18.50% of book profit (plus applicable surcharge and cess, effectively 20.008% of book profits) as corporate income tax, where the book profit exceeds ì 10 million.

As of the date of this Placement Document, we avail the following tax incentives under the (Indian) Income Tax Act, 1961

1. In our textiles business, the specified plant and machinery put to use during the period commencing

from April 1, 2001 and ending on March 31, 2004, acquired under the Textile Up-gradation Fund

Scheme of Ministry of Textiles, is eligible for higher rate of depreciation.

2. We have set up a unit in Himachal Pradesh within an area notified as conferring certain direct and

indirect tax benefits. Subject to fulfilling the conditions laid down in the statute in this regard, we are

eligible, from the assessment year in which the respective unit starts production, for deduction of 100%

of profit and gains from such units for ten consecutive assessment years u/s 80 IC.

Apart from the above, in relation to the unit set up in Himachal Pradesh and one unit set up in Bhachau, Kutch (Gujarat), we are eligible for exemptions from excise duty and sales tax/VAT under the respective tax laws, subject to fulfilment of certain conditions.

88

INDUSTRY OVERVIEW The information in this section has been derived from various publicly available sources, government publications and other industry sources and has not been prepared or independently verified by the Company, the Book Running Lead Manager or any of its affiliates or advisers connected with the Issue, and none of these parties makes any representation as to the accuracy of this information. Industry sources and publications are also prepared based on information and estimates as of specific dates. Unless specified otherwise, the information and estimates used by these reports may be for periods that do not relate to the current financial year. Industry sources and publications referred to by us state that the information contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured, and, accordingly, investment decisions should not be based on such information. Statements in this section that are not statements of historical fact constitute “forward-looking statements”. Such forward-looking statements are subject to various risks, assumptions and uncertainties and certain factors could cause actual results or outcomes to differ materially. Overview of the Indian Economy India’s population is approximately 1.2 billion, second only to China. India had an estimated gross domestic product (“GDP”) of approximately U.S.$4.5 trillion in 2011 (based on purchasing power parity), which made it the third largest national economy in the world after the United States and China (excluding the European Union). The Indian economy has averaged a growth rate of over 8.0% during the five year period between Fiscal 2007 and Fiscal 2011, which has made it one of the world’s fastest growing economies. In 2010, the Indian economy rebounded robustly from the global financial crisis – in large part because of strong domestic demand – and growth exceeded 8.0% year-on-year in real terms. (Source: The World Factbook 2012. Washington D.C.: Central Intelligence Agency, 2012 (the “CIA World Factbook”) available at https://www.cia.gov/library/publications/the-world-factbook/index.html as of October 30, 2012.) However, the Indian economy has been adversely affected by some spill-over effects of the global economic slowdown coupled with domestic pressures. In Fiscal 2012, the Indian economy registered a growth rate of 6.5%. The loss of growth momentum that started in Fiscal 2012 has extended into Fiscal 2013 though the pace of deceleration slowed in the first quarter. After decelerating over four successive quarters from 9.2% in the fourth quarter of Fiscal 2011 to 5.3% in the fourth quarter of Fiscal 2012, GDP growth was marginally higher at 5.5% in first quarter of Fiscal 2013, which was mainly driven by the growth in construction, and was supported by better than expected growth in agriculture. During the period between April and August 2012, industrial activity was lacklustre at 0.4% as against 5.6% during the corresponding period last year. Most significantly, reflecting the reduction in investment demand, capital goods production declined by 13.8% during this period. According to the RBI, the expected GDP growth rate for Fiscal 2013 is approximately 5.8%. (Source: RBI, Macroeconomic and Monetary Developments: Second Quarter Review 2012-13, available at http://rbi.org.in/scripts/BS_PressReleaseDisplay.aspx?prid=27478 as of October 30, 2012 and RBI, Second Quarter Review of Monetary Policy, 2012-201, available at http://www.rbi.org.in/scripts/NotificationUser.aspx?Id=7647&Mode=0 as of October 30, 2012.)

The 12

th Five Year Plan (2012-17) and Development of Urban Infrastructure in India

The Planning Commission published an approach paper on the 12th Five Year Plan (2012-17) which proposes an acceleration of growth over the plan period of 9.0% in the terminal year and an average growth rate of 8.2% during the plan period. It emphasises that the growth must be both inclusive and sustainable, and to achieve these objectives, it proposes a comprehensive plan in terms of policies and programmes. The estimates show resource availability for the 12th Five Year Plan at ì 805,012.3 billion in current prices, or 11.8% of GDP. (Source: Planning Commission, Government of India, available at http://planningcommission.gov.in/plans/planrel/12appdrft/appraoch_12plan.pdf as of October 30, 2012 and Press Information Bureau, Government of India, Planning Commission, October 4, 2012, available at http://pib.nic.in/newsite/erelease.aspx?relid=88189 as of October 30, 2012.)

The 11th Five Year Plan (2007-08 to 2011-12) aimed at achieving faster and more inclusive growth. It was felt at that time that infrastructure inadequacies would constitute a significant constraint in realising this development potential, and to overcome this constraint, an ambitious programme for development of rural and urban infrastructure involving both public and private sectors was devised. The 11th Five-Year Plan involved initiates such as the National Rural Health Mission, or “NRHM”, the Jawaharlal Nehru National Urban Renewal Mission, or “JNNURM”, the Mahatma Gandhi National Rural Employment Guarantee Act, or “MGNREGA”, the Sarva Siksha Abhiyan, or “SSA”, the Rajiv Gandhi Gramin Viduyatikaran Yojana , or “RGGVY” and the

89

National Rural Livelihoods Mission, or “NRLM”. The Planning Commission has suggested that the 12th Five Year Plan must continue the focus on accelerating the pace of investment in infrastructure, as this is critical for sustaining and increasing growth. It further highlights that public investment in infrastructure will be required to fund a large part of the infrastructure needs in backward and remote areas to improve connectivity and expand the much needed public services. However, since resource constraints will continue to limit public investment in infrastructure in other areas, public-private partnership, or “PPP” based development needs to be encouraged wherever feasible. The Planning Commission emphasises the need to review the factors which may be constraining private investment, and to take steps to rectify them. It believes that PPP, with appropriate regulation and equity participation, should also be encouraged in social sectors such as health and education. (Source: Planning Commission, Government of India.) According to the 2011 census, the number of towns in India increased from 5,161 in 2001 to 7,935 in 2011. India’s urban population is expected to increase to about 40.0% of the total population by the year 2021. Urban economic activities are dependent on infrastructure, such as power, telecommunications, roads, water supply and mass transportation, coupled with civic infrastructure, such as sanitation and solid waste management, which are woefully inadequate for inhabitants of urban areas. Pursuant to this, it is estimated that approximately ì 400,000.0 billion (based on 2009-10 prices) as capital expenditure and another ì 200,000.0 billion for operation and maintenance expenditure for the new and old assets will be required over the next 20 years. (Source: Planning Commission and JNNURM Overview, Government of India.) Certain key objectives for urban infrastructure development identified by the Planning Commission are set out below.

• Provision of basic amenities, such as safe drinking water, sewage systems, waste management and sanitation facilities in urban conglomerations, while also ensuring that the urban poor have access to these facilities at an affordable cost.

• Improved water management, including recycling of waste water in large cities and new towns.

• Strengthening preventative healthcare, including 100.0% vaccination, safe drinking water, management of municipal solid waste, or MSW, ambient air quality and aggressive control of vectors that cause diseases. The National Urban Health Mission, or NUHM, aims to meet these objectives.

• Strengthening the secondary and tertiary healthcare systems using PPP models wherever possible, and ensuring adequate availability of healthcare services to weaker sections of society.

The housing business is largely in the private sector. The Planning Commission suggests that the Government should consider using land as leverage for market based strategies and PPP models to greatly improve the scope of affordable housing for weaker sections of society. (Source: Faster, Sustainable and More Inclusive Growth, An Approach to the 12th Five-Year Plan (2012-17), Government of India Planning Commission, October 2011 (“Planning

Commission on the 12th Five-Year Plan”), available at http://planningcommission.gov.in/plans/planrel/12appdrft/appraoch_12plan.pdf as of October 30, 2012.)

Overview of the Indian Affordable Housing Industry The Indian population has grown significantly in the decades of 1991-2001 and 2001-2011, with increases of 68.6 million and 91.0 million people at growth rates of 31.5% and 31.8%, respectively (Source: Press Information Bureau English Release, Ministry of Housing and Urban Policy Alleviation,September 5, 2012, available at http://pib.nic.in/newsite/erelease.aspx?relid=87424 as of October 30, 2012.) This growing population, with increasing concentration of people in urban areas, has led to problems of land shortage, housing shortfall and congested transit. It has also stretched the existing basic amenities such as water, power and open spaces of the towns and cities. This has led to a need for affordable housing, as 25.0% of the urban population lives below the poverty line and the majority of them reside in slums, or are squatters. (Source: The Report of Working Group on Financing Urban Infrastructure for the 12th Five Year Plan, Steering Committee on Financing Urban Infrastructure, October 2011 (the “Urban Infrastructure WG Report”).) Affordable Housing As per U.S. Department of Housing and Urban Development, the generally accepted definition of housing affordability is for a household to pay no more than 30.0% of its annual income on housing. Affordable housing projects are typically spread over an area of 15–35 acres having 1,500–3,500 units at locations that are approximately 20–25 km from the centre of a city. Certain developers have adopted some of the measures listed below in order to reduce costs and improve affordability for the buyer.

90

• Limited options – units offered are mostly “1-RK” and “1-BHK”, with some “2-BHK” units.

• Reduced areas – units have reduced saleable areas of 250–350 square feet for 1-RK and 400–500 square feet for 1-BHK.

• Low construction cost – structure is typically low-rise with G+3 or G+4 floors, without lifts.

• Shorter period of construction – the low-rise structures and adoption of technologies such as aluminium formwork and building information modelling enables developers to complete the project within a short period of 18–24 months, thus decreasing the collection time and improving returns.

• Basic amenities – only a few basic amenities are provided. (Source: U.S. Department of Housing and Urban Development, available at http://www.huduser.org/portal/ as of October 30, 2012 and Government of India, Ministry of Housing & Urban Poverty Alleviation, Guidelines for Affordable Housing in Partnership, available at http://mhupa.gov.in/w_new/AffordableHousing.pdf as of October 30, 2012.)

The technologies available for housing can be broadly classified as:

• cast-in-situ;

• prefabricated structures; and

• a combination of prefabricated structures and cast-in-situ technologies. (Source: Report on Housing for Economically Weaker Sections and Low Income Groups, Centre for Environmental Planning and Technology (the CEPT Report).)

Supply and Demand – Shortage of Affordable Housing in India

There currently exists a wide gap between the demand and supply of housing, both in terms of quantity and quality. The total housing requirement in 2007 was 24.7 million units and was estimated to increase to 26.5 million units in 2012. (Source: Press Release by the Ministry of Housing and Urban Poverty Alleviation on September 5, 2012, available at http://pib.nic.in/newsite/erelease.aspx?relid=87424 as on October 30, 2012.)

However, such shortages do not appear to have affected the demand for housing on account of a lack of affordability by the poor in India. (Source: The Urban Infrastructure WG Report.) Economic Category Distribution of Housing Shortage

Fiscal 2007 Fiscal 2012 (millions) (%) (millions) (%)

Economically Weaker Section “EWS” ................................ 21.78 88.1 10.55 56.2 Low Income Group “LIG” ................................................................ 2.89 11.7 7.41 39.4 Middle Income Group “MIG” and above ................................ 0.04 0.2 0.82 4.4 Total ................................................................................................ 24.71 100.0 18.78 100.0 (Source: Report of the Technical Group on Urban Housing Shortage (TG-12) (2012-17), Ministry of Housing and Urban Poverty Alleviation, Government of India (the “2012 Urban Housing Shortage Report”), available at http://mhupa.gov.in/W_new/urban-housing-shortage.pdf as of October 30, 2012 and Report of the Technical Group, (11th Five-Year Plan: 2007-2012) on Estimation of Urban Housing Shortage, Ministry of Housing and Urban Poverty Alleviation, available at http://mhupa.gov.in/ministry/housing/HOUSINGSHORTAGE-REPT.pdf as of October 20, 2012.)

Approximately three-quarters of the housing shortage is in the EWS category and another quarter of the shortage is among the LIG category. Housing Shortage is predominantly on account of congestion. There is a massive and rapidly growing stock of vacant houses in India. However, as is evident from the graphic to the right, though the gap between the number of households and the housing stock is narrowing, actual shortage is high due to a certain part of the current stock being dilapidated and people living in congested dwellings. As per the 2011 census, the total number of census houses in urban areas was 110.1 million, of which 11.1 million were vacant, and another 0.7 million were locked. The overall growth in housing stock was 51.0% during the last census decade, or an average growth rate of over 5.0% per year. However, it may be

Households in homeless

conditions,

0.53, 3.0%

Households living in non-

serviceable

katcha, 0.99,

5.0%

Households living in

obsolescent

houses, 2.27,

12.0%

Households living in

congested

houses

requiring new houses, 14.99,

80%

91

1%4%

11%

3%

10% 11%14%

6%

17% 18%

22% 22% 23%27%

31% 32%

39%

48%

56%

63%

73%

0%

10%

20%

30%

40%

50%

60%

70%

80%

19

80

19

88

19

89

19

90

19

91

19

93

19

94

19

96

19

97

20

00

20

01

20

02

20

03

20

04

20

05

20

06

20

07

20

08

20

09

20

10

20

11

(Au

g'11

)

1999: Lauch of Total Sanitation Campain

2003: Lauch of NG P

(Source: The 2011 RDWS WG Report.)

noted that during the decade of 2001-2011 the number of households had grown by 47.0%, or 3.9% per annum. This has, to an extent, eased the housing situation. (Source: The 2012 Urban Housing Shortage Report.)

In October 2011, the total investment requirement for low income housing was estimated at ì 85,000.0 billion to cover the then existing housing shortage and the future affordable housing requirement up to the end of 2017. These estimated investment requirements are likely to be even higher as the population has since increased and factors such as land costs, cost escalations and time overruns are likely to increase the cost of financing urban infrastructure.

(in million housing units, unless specified otherwise) Slum areas Non-slum areas Total Need for fresh housing units 10.61 (ì37,135.0

billion) 5.68 (ì19,880.0 billion)

16.29 (ì57,015.0 billion)

Incremental housing to address congestion 4.78 7.89 12.67 (Source: The Urban Infrastructure WG Report.)

Government Initiatives to Meet Demand In order to ease the shortage in low-income housing, the Central Government has supported the construction of housing for the poor sections of the society in urban areas through various interventions listed below.

• The JNNURM programme was launched in December 2005 with its two components – the Basic Services to the Urban Poor, or “BSUP” programme and the Integrated Housing and Slum Development Programme, or “IHSDP”. Its main aim was the construction of 1.5 million houses for the urban poor. As at August 8, 2012, the Central Government had approved expenditure of ì 1,491.5 billion and ì 774.0 billion and had released amounts of ì 874.9 billion and ì 532.2 billion, respectively, towards the BSUP and IHSDP programmes;

• Rajiv Awas Yojana, or “RAY” to provide housing for slum dwellers and the urban poor;

• The Interest Subsidy Scheme for Housing the Urban Poor, or “ISHUP”, provides assistance for provision of civil services, supports constructions and disburses funds for amenities; and

• The scheme of Affordable Housing in Partnership, or “AHIP”, aims to promote partnerships across various sectors.

In addition, external commercial borrowings have been allowed by the RBI for affordable and low-cost housing to ensure a lower cost of borrowing. (Source: Presentation: National Workshop on Pro-Poor Housing Finance, Government Initiatives and Programme for

Affordable Housing, Ministry of Housing & Urban Alleviation, Government of India, available at www.nhb.org.in as of October 30, 2012, http://pib.nic.in/archieve/others/2012/aug/d2012082805.pdf and the Planning Commission on the 12th Five-Year Plan.)

Overview of Indian Market for Sanitation Infrastructure An estimated 55.0% of all Indians, or close to 600 million people, still do not have access to any kind of toilet. (Source: National Family Health Survey 2005-2006, available at http://www.measuredhs.com/Publications/Publication -

Search.cfm?ctry_id=57&c=India&Country=India&cn=India. Indians who live in urban slums and rural environments are most affected. In rural areas, the scale of the problem is particularly daunting, as 74.0% of the rural population are without toilets. In these environments, cash income is very low and the idea of building a toilet facility in or near the house may not seem natural. The situation in urban areas is not as critical in terms of scale, but the sanitation problems in crowded environments are typically more serious and immediate. Where facilities exist, they are often inadequate. Sewage systems, if they are even available, are often poorly maintained. With more than 20 Indian cities with populations of more than one million people, including Indian megacities, such as Kolkata, Mumbai, and New Delhi, outdated sewage systems simply cannot handle the increased load. (Source: Report of the Working Group on Rural Domestic Water and Sanitation, 12th Five Year Plan – 2012-2017, September 2011 (the “2011 RDWS WG Report”), available at http://planningcommission.gov.in/aboutus/committee/wrkgrp12/wr/wg_indus_rural.pdf as of October 30, 2012.)

92

12

54 9

1514

22

3438

57

74

94 94

98

0

10

20

30

40

50

60

70

80

90

100

1992-93 1998-99 2005-06

Pe

rce

nta

ge o

f h

ou

sho

lds

wit

h t

oile

ts

Year

Poorest Q ui ntil e 2nd Poorest M iddl e 2nd Richest Richest Qui ntil e

(Source: International Institute for Population Sciences (IIPS) and Macro International, National Family Health Surveys of India, 1992-1993, 1998-1999 and 2005-2006, available at http://www.measuredhs.com/Publications/Publication -Search.cfm?ctry_id=57&c=India&Country=India&cn=India

The Total Sanitation Campaign (“TSC”) Sanitation in India has historically been one of the most under-funded programmes. However, the Government of India understands the importance of improving sanitation at the household level and has implemented the TSC. The TSC is a demand driven, community-led project. The campaign is being implemented in 607 Indian rural districts and has led to about 57 million individual household latrines, or “IHHLs” being built, which has resulted in continued improvements in access to sanitation, increased attention to usage of toilets and hygienic behaviour and safe conveyance and disposal of sullage at the community level, to reap the benefits of improved health, personal hygiene and environmental sanitation. The IHHL coverage was around 71.0% as of April 2011. (Source: The 2011 RDWS WG Report.) While this achievement still falls short of the estimated 119 million units needed to meet the Government’s goal of eradicating open defecation by 2012, investments in rural sanitation have continued to increase. Other successful initiatives include the introduction of Nirmal Gram Puraskar, or “NGP”, in 2003 as a fiscal incentive to motivate scaling up of rural sanitation resulting in 25,145.0 Gram Panchayats becoming Nirmal, which is one the outcomes of the TSC and the introduction of Rural Sanitary Marts, or “RSMs” – outlets dealing with the materials, hardware and designs required for the construction of not only sanitary latrines but also other sanitary facilities, such as soakage and compost pits, vermi-composting, washing platforms, certified domestic water filters and other sanitation and hygiene accessories required for individuals, families and the environment in rural areas. The main aim of having an RSM is to provide materials, services and guidance needed for constructing different types of latrines and other sanitary facilities, which are technologically and financially suitable to the area. (Source:

The 2011 RDWS WG Report.) While states like Himachal Pradesh, Kerala and Sikkim have reported 100.0% progress against the TSC objectives, states like Bihar, Jammu & Kashmir and Jharkhand have yet to achieve 50.0% of their project objectives for IHHLs under the TSC. Further, sanitation services for the lowest income group improved the least between 1992–93 and 2005–06. Instead, many of the advances have been enjoyed by the middle and upper-middle income groups. (Source: The 2011 RDWS WG Report.)

Government Initiatives

The Government intends to accelerate the programmes in order to achieve 100.0% rural sanitation coverage by 2017 (Source: Planning Commission on the 12th Five-Year Plan) and meet its Millennium Development Goal of halving the proportion of people without improved sanitation facilities from 1990 by 2015. Further, to achieve this purpose, the Government is exploring appropriate lower-cost solutions that offer a safe alternative to a wider range of the population. Other efforts required include performance benchmarking of states and districts, improving behaviour, communication strategies, streamlining and strengthening institutional structures, for planning, implementation and monitoring of sanitation at all levels, attention to incentives and capacity building issues, and paying special attention to special segments and difficult areas during the 12th Five-Year Plan period. (Source: The 2011 RDWS WG Report.)

As set out in the TSC guidelines, Panchayati Raj institutions are required to put in place mechanisms for garbage collection and disposal and for prevention of water logging. Up to 10.0% of the TSC project cost can be utilised for meeting capital costs incurred under this component. Under this component, projects such as common compost pits, low cost drainage, soakage channels and reuse of waste water, systems for collection, segregation and disposal of household garbage may be taken up. The 12th Five-Year Plan has a target of providing 50.0% of villages with functional solid and liquid waste management, and to achieve this, has recommended that it may be converged with the MGNREGA. The Ministry of Drinking Water and Sanitation,

93

Health expenditure in India: 2002-2009

Year 2001-02 2004-05 2008-09

% of Total

% of GDP

% of Total

% of GDP

% of Total

% of GDP

Public Funds (Rs. Billion) 2,143.9 2,631.3 5,868.1

20 0.9 20 0.8 27 1.1

Central Government (Rs. Billion) 671.9 906.7

6 0.3 7 0.3

State Government (Rs. Billion) 1,327.1 1,601.7

13 0.6 12 0.5

Local Bodies (Rs. Billion) 145.0 122.9

1 0.1 1 0.0

Private Funds (Rs. Billion) 8,171.0 10,441.4 15,739.4

77 3.6 78 3.3 72 3.0

Households (Rs. Billion) 7,609.4 9,515.4

72 3.3 71 3.0

External Flows (Rs. Billion) 248.5 305.0 370.2

2 0.1 2 0.1 2 0.1

Total Health Expenditure (Rs. Billion)

10,563.4 13,377.6 21,977.7

100 4.6 100 4.2 100 4.1

Per Capital Health Expenditure (Rs.) 101.6 122.8 190.4

(Source: Report of the Steering Committee on Health for the 12th

Five-Year Plan, available at

http://planningcommission.nic.in/aboutus/committee/strgrp12/str_health0203.pdf.)

Government of India, has also finalised a “National Rural Sanitation and Hygiene Strategy 2012-2022” for this purpose. (Source: The 2011 RDWS WG Report.)

Overview of the Indian Healthcare Industry The Indian healthcare industry is expected to reach U.S.$ 79.0 billion in 2012 and U.S.$ 280.0 billion by 2020 as a result of increasing demand for specialised and quality healthcare facilities. (Source: The India Brand Equity Foundation, a public-private partnership between the Ministry of Commerce and Industry, Government of India, and the Confederation of Indian Industry (“IBEF”), available at http://www.ibef.org/artdispview.aspx?in=29&art_id= 32578&cat_id=119&page=2 as of October 30, 2012.)

The health sector has a total outlay of ì 3,448.8 billion in the budget estimates for Fiscal 2013, which is 13.2% more than the budget estimates of ì 3,045.6 billion for Fiscal 2012. The state governments’ combined budgetary expenditure increased by 19.9% (compounded annually) from ì 2,203.1 billion in Fiscal 2006 to ì 4,549.3 billion in Fiscal 2010. The rise in the private sector was much higher than in the public sector. The average expenditure for in-patient care in public facilities

increased from ì 2,080.0 in 1995-96 to ì 3,238.0 in rural areas and from ì 2,195.0 to ì 3,877.0 in urban areas. In the private sector, the average expenditure increased from ì 4,300.0 to ì 7,408.0 in rural areas, and to ì 11,553.0 in urban areas. (Source: The Report of the Working Group on National Rural Health Mission for the 12th Five-Year Plan (2012-2017) (the “NRHM WG Report”), available at http://planningcommission.gov.in/aboutus/committee/wrkgrp12/health/WG_1NRHM.pdf as of October 30, 2012 and Report of the Steering Committee on Health for the 12th Five-Year Plan, available at

http://planningcommission.nic.in/aboutus/committee/strgrp12/str_health0203.pdf as of October 30, 2012.)

Fiscal Central

Government (ìììì billion)

Increase over previous year

(%)

State Governments (ìììì

billion)

Increase over previous year

(%)

2007 ........................................................ 1,094.8 13.4 2,537.5 15.2 2008 ........................................................ 1,441.0 31.6 2,890.8 13.9 2009 ........................................................ 1,766.1 22.6 3,435.3 18.8 2010 ........................................................ 2,099.6 18.9 4,549.3 32.4 2011* ...................................................... 2,505.5 19.3 5,029.7 10.6

(Source: the NRHM WG Report.)

________

* The budget figures for Central Government for Fiscal 2011 correspond to budget estimates. Those for State Government for Fiscal 2010 are revised estimates and Fiscal 2011 are budget estimates.

The National Rural Health Mission

The NRHM is the Indian Government’s flagship programme for rural healthcare. Significant allocations were made to the NRHM for the purpose of financing its state plans to strengthen public health services, with a focus on primary healthcare. The NRHM was conceptualised in response to what were perceived as systemic flaws in the Indian health system, namely, the lack of a holistic approach, absence of linkages with collateral health determinants, gross shortage of infrastructure and human resources, lack of community ownership and accountability, non-integration of vertical disease control programmes, inadequate responsiveness to community needs and lack of financial resources. It was also created to close health infrastructure gaps between the public

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and private sector. Approximately 52.2% of the total expenditure in the health sector by the Central Government was on the NRHM for the period between Fiscal 2006 and Fiscal 2010. (Source: the NRHM WG Report.)

Opportunities for Growth in the Healthcare Sector

The healthcare sector provides quality services, which require, in addition to infrastructure and human resources, proper equipment, drugs and supplies. It has a number of growing markets including:

• The hospital services market, which represents one of the most important segments of the Indian healthcare industry and is expected to be worth U.S.$ 81.2 billion by 2015;

• The Indian pharmaceutical market is expected to grow at a CAGR of 15.3% between Fiscal 2012 and Fiscal 2014. The drugs and pharmaceutical and the medical and surgical appliances industries registered FDI worth U.S.$9.7 billion and U.S.$523.5 million, respectively, during the period between April 2000 to June 2012;

• The Indian diagnostic services market, is expected to grow at a CAGR of approximately 26.0% during the period between 2012 and 2015. The hospital and diagnostic centre in India has attracted FDI worth U.S.$1.40 billion; and

• Medical Tourism. The market size of medical tourism in India is growing at over 25.0% annually at over U.S.$2.5 billion, as per industry estimates. India is the most competitive destination with advantages of lower cost and sophisticated treatments (Source: IBEF, available at

http://www.ibef.org/artdispview.aspx?in=29&art_id=32578&cat_id=119&page=2 as of October 30, 2012.)

Government Initiatives

Under the NRHM, certain areas have been identified for implementation under the 12th Five-Year Plan, which include the strengthening of the Health Sub-Centres to develop them as the first port of call for healthcare, the strengthening of district hospitals to provide an advanced level of secondary healthcare within the district itself and developing district hospitals as knowledge centres. The Government is also taking steps toprovide universal healthcare. The Working Group on NRHM has recommended that the release of funds to states should be conditional on their showing that they have put in place a management capacity to not only absorb the funds but also ensure quality construction. (Source: the NRHM WG Report.) Janani Shishu Suraksha Karyakram has been launched to provide free care to pregnant women and children for disease, disability and deficiency with free follow-up treatment, including that in tertiary public health facilities. (Source: http://pib.nic.in/newsite/erelease.aspx?relid=88589 as of October 30, 2012.)

The Government intends to increase healthcare expenditure to 2.5% of GDP by the end of the 12th Five-Year Plan (2012-17) from the current 1.4%. A number of initiatives have been proposed and taken up by the Government of India for enhancement of the healthcare sector, which include, among others:

• 100.0% FDI is permitted under the automatic route for health and medical services;

• Allocation for NRHM is proposed to be increased from ì 1,811.5 billion (U.S.$ 3.3 billion) in Fiscal 2012 to ì 2,082.2 billion (U.S.$3.8 billion) in Fiscal 2013;

• The NUHM is being launched to provide primary healthcare needs in urban areas; The Pradhan Mantri Swasthya Suraksha Yojana is being expanded to cover upgradation of seven more Government medical colleges.

(Source: IBEF, available at http://www.ibef.org/artdispview.aspx?in=29&art_id=32578&cat_id=119&page=2 as of

October 30, 2012 and the NRHM WG Report and Government of India Press Release available at http://pib.nic.in/newsite/erelease.aspx?relid=88589 as of October 30, 2012.)

Set out below is the status of the health facilities that have been set up or are proposed to be set up under the 12th Five-Year Plan.

States Type of

Health Facility

Number New Construction Renovation

Sanctioned Completed Sanctioned Completed High-focus, Non-NE States

(EAG )...................................................

DH 312 24 18 326 119

CHC 2,053 271 23 1,262 500 PHC 11,602 367 168 2,065 1,505

SC 71,738 9,737 5,105 5,463 3,365 NE States............................................... DH 77 6 3 56 53

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Source: Ministry of Human Resource Development. Note: “Others” consists of components such as Adult Education, Development of Languages and Development of ICT.Figures for 2011-12 are Budget Estimates.

States Type of Health Facility

Number New Construction Renovation

Sanctioned Completed Sanctioned Completed CHC 242 101 01 201 151

PHC 1,421 318 108 706 483 SC 7,255 2,943 1,194 1,985 1,765

Non-high, Focus States

& UT .....................................................

DH 216 25 12 110 42

CHC 2,240 262 211 1,014 712 PHC 10,650 844 401 4,148 2,832 SC 68,076 2,467 1,204 4,640 3,455

(Source: the NRHM WG Report.)

________ * DH refers to District Hospital, CHC refers to Community Health Centre, PHC refers to Primary Health Centre and SC refers to Special Care.

Overview of the Indian Education Sector The education sector in India caters for nearly 600 million people. It is one the largest capitalised spaces in India with an estimated annual Government spend of approximately Rs.27,213.7 billion (as of Fiscal 2011). (Source: Ministry of Human Resource Development, Government of India, Analysis of Budgeted Expenditure on Education 2008-09 to 2010-11 (the “MHRD

Budget Report”), available at http://mhrd.gov.in/sites/upload_files/mhrd/files/ABE_2008-11_2.pdf as of October 30, 2012.)

. This puts the entire Education Sector market size at U.S.$86.2 billion. (Source: Accountability Initiative, Budget Briefs, Sarva Shiksha Abhiyan, GOI 2012-13 (“Accountability Initiative”), available at www.accountabilityindia.in as of October 30, 2012.)

The Government has increased its allocations for education by three times since Fiscal 2006, as shown in the graph to the left. The Government allocated ì 6,336.3 billion towards education in Fiscal 2012. The Government allocates a large sum to the SSA. The SSA is the Government of India’s flagship elementary education programme. Launched in 2001, it aims to provide universal primary education to children between the ages of 6 and 14 years. The SSA is now the primary vehicle for delivering the Right to Education. In Fiscal 2010, 60.0% of SSA funds came from the Government of India. The Government of India’s budget for the SSA has more than doubled in the last six years from ì 716.6 billion in Fiscal 2006 to

ì 2,100.0 billion in Fiscal 2012. There is increasing Government support for private participation in the sector. As at March 31, 2010, public and private spending on education was expected to double by 2015. (Source: Accountability Initiative and the MHRD Budget Report.) Overview of the Indian Plastics Industry

Plastics is one of the fastest growing industries in India. The Indian plastics processing industry is highly fragmented, as it is comprised of more than

0

2

4

6

8

10

12

PS PVC PE PP PET

% A

AG

R

Global Growth Rates (2004-2010)

(Source: Accountability Initiative.) Note: “Funds available” includes Opening Balance and Amount Released.

(Source: Accountability Initiative.)

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3,300,000 employees across 25,000 firms, indicating a large presence of small-scale companies in the industry. With the exception of the 10.0% to 15.0% of the firms that can be classified as large or medium-scale operations, most units operate on a small-scale basis with fewer than 100 employees. The fragmentation is also obvious from the fact that the top 100 players, representing approximately 0.3% of the total number of plastics processors, account for only 20.0% of the industry turnover. The small-scale sector accounts for about 25.0% only of polymer consumption. Small companies, however, get significant tax advantages and thus are able to provide a significant level of competition to companies in the organised sector. The industry also consumes recycled plastic, which constitutes about 30.0% of total consumption. Provided above are the annual average growth rates for all polymers between 2004 and 2010. (Source: The Central Institute of Plastics Engineering and Technology ("CIPET") available at http://cipet.gov.in/pdfs/Growth_of_plastic_Industries.pdf and http://cipet.gov.in/plastics_statics.html as of October 30, 2012.)

In recent years, a significant aspect of plastics material growth globally has been the innovation of newer application areas for plastics, such as the increasing application of plastics in electrical goods and electronics, telecommunications, building and infrastructure, furniture, automotives, rail, transport, defence, aerospace, medical and healthcare. (Source: CIPET, available at http://cipet.gov.in/plastics_statics.html as of October 30, 2012.) Set out below are certain details about the plastics industry in India as at September 2011. No. of Major Raw Material Producers................................................................ 15 No. of Processing Units .......................................................................................... 25,000

Turnover (Processing Industry) ................................................................ ì 8,500.0 billion

Capital Asset (Polymer Industry) ................................................................ ì 5,500.0 billion Raw Material Produced (approx.). ................................................................ 5.3 million metric tons, or “MMT” Raw Material Consumed (approx.) ................................................................ 5.1 MMT Employed Direct/Indirect ....................................................................................... 3.3 million Export Value (approx.). .......................................................................................... U.S.$1.9 billion Revenue to Government (approx.) ì 730.0 billion

(Source: CIPET, available at http://cipet.gov.in/plastics_statics.html as of October 30, 2012.)

Processes for Conversion of Polymers

The plastics industry can be classified into (a) manufacturing of polymers, or “upstream” processes, and (b) the conversion of polymers into plastic articles, which is commonly referred to as “downstream” processes (Source:

CIPET, available at http://cipet.gov.in/pdfs/Growth_of_plastic_Industries.pdf as of October 30, 2012). The processes for conversion of polymers determine the resultant products. Set out below are the various processes and the resultant products.

Type of process Classification of Plastic Products

Extrusion Films and sheets, fibre and filament pipes, conduits and profiles and other miscellaneous applications.

Injection Moulding Industrial injection moulding, household injection moulding and thermo-ware/ moulded luggage.

Blow Moulding Bottles, containers, toys and housewares. Roto Moulding Large circular tanks such as water tanks

(Source: CIPET, available at http://cipet.gov.in/plastics_statics.html as of October 30, 2012.)

Set out below are details of consumption of polymers in India according to the various processes.

Process Share in Total consumption in India (%) Extrusion ................................................................................................ 60.0 Injection Moulding ................................................................ 25.0 Blow Moulding / Stretch Moulding ................................................................ 6.0 Roto Moulding................................................................................................ 1.0 Other Processes ................................................................................................ 8.0

(Source: CIPET, available at http://cipet.gov.in/plastics_statics.html as of October 30, 2012.)

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Global Per Capita Consumption of Plastics Set forth below is the global per capita consumption of plastics. (in Kgs) North America ....................................................................................................... 90 West Europe .......................................................................................................... 65 L. America ............................................................................................................ 18 China .................................................................................................................... 12 East Europe ........................................................................................................... 10 South East Asia ..................................................................................................... 10 India ..................................................................................................................... 5

World Average ..................................................................................................... 26 (Source: CIPET, available at http://cipet.gov.in/plastics_statics.html as of October 30, 2012.)

Opportunities for Growth in the Indian Plastics Industry

Major international companies from various sectors such as automobiles, electronics, telecommunications, food processing, packing and healthcare have set-up, or are in the process of setting up, large manufacturing bases in India. Therefore, demand for plastics in India is increasing rapidly. The low level of per capita plastics consumption in India is indicative of the massive growth potential of the plastic industry. Compared to per capita consumption of plastics in the U.S., China and Brazil, India at 5.0 Kg is still in a nascent stage. The consumption in the U.S. has reached saturation level, while China’s higher levels of consumption are primarily due to exports. India has the advantage of a high population and is expected to maintain high economic growth. Notwithstanding plastics being one of the important foreign exchange earners for India (with exports of U.S.$3.5 billion in Fiscal 2008 and U.S.$3.6 billion in Fiscal 2009), the share of plastics exports remains at a relatively low 1.2% in the global export market. (Source: CIPET, available at http://cipet.gov.in/pdfs/Growth_of_plastic_Industries.pdf and http://cipet.gov.in/plastics_statics.html as of October 30, 2012.)

Processing Capacity, New Machine Additions and Investments in the Domestic Downstream Plastic

Processing Industry

The table below shows the augmentation of processing capacity, new machine additions and investments by the domestic downstream plastic processing industry, during the decade between Fiscal 2002 and Fiscal 2010.

Up to

Fiscal 2002

Fiscal Total (as of

31.3.2010)

Increase over Fiscal 2002

Share in

Total

2003 2004 2005 2006 2007 2008 2009 2010

(%) No. of Machine (No.) Injection Moulding 31,020 1,560 1,811 2,021 2,487 2,899 3,139 2,425 4,236 51,598 20,578 60.8 Blow Moulding 4,843 260 294 235 262 336 326 335 430 7,300 2457 8.6 Extrusion 15,905 777 991 836 1,178 1,273 1,645 1,517 1,816 25,938 10,033 30.6 Total

51,768

2,597 3,096 3,092 3,927 4,508 5,110 4,277 6,482 84,836 33,068

Capacity (KTA) Injection Moulding 1,984 207 231 276 360 430 527 430 752 5,198 3,214 27.1 Blow Moulding 511 31 41 34 40 59 49 55 86 900 389 4.7 Extrusion 5,744 379 600 452 834 861 1,164 1,291 1,754 13,080 7,336 68.2 Total 8,239 617 872 762 1,234 1,350 1,740 1,776 2,592 19,178 10,939

Investments (ìììì billion) Injection Moulding 542.0 33.5 37.9 43.2 54.2 64.5 81.4 79.2 120.7 1,057.0 515.0 52.8 Blow Moulding 38.6 2.1 3.1 2.3 2.8 3.8 3.4 3.7 6.0 66.0 27.4 3.3 Extrusion 405.7 24.0 56.4 31.8 35.1 46.5 61.8 111.0 106.5 878.7 473.1 Total 986.3 59.6 97.4 77.3 92.1 114.8 146.6 193.9 233.2 2,001.7 1,015.5

________ (Source: CIPET, available at http://cipet.gov.in/pdfs/Growth_of_plastic_Industries.pdf as of October 30, 2012.)

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The processing capacity more than doubled from approximately 8.2 MMT in Fiscal 2002 to approximately 19.0 MMT in Fiscal 2010 adding additional capacity of approximately 11.0 MMT during the decade with investments of over ì 1,000.0 billion.

Demand for Polymers in India

Between Fiscal 2001 and Fiscal 2010, the demand for plastic raw materials more than doubled from 3.3 MMT to 6.8 MMT. Set forth below is a graphical presentation of historical demand for polymers in India.

(Source: CIPET, available at http://cipet.gov.in/pdfs/Growth_of_plastic_Industries.pdf as of October 30, 2012.)

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Set forth below is a graphical presentation of historical production of polymers in India.Source: CIPET, available at http://cipet.gov.in/pdfs/Growth_of_plastic_Industries.pdf as of October 30, 2012.)

Set forth below are details of the global historical and expected demand for polyethylene until 2020.

(Source: CIPET, available at http://cipet.gov.in/plastics_statistics.html as of October 30, 2012.)

Polymer Production Capacity in India

Set forth below are details of the estimated polymer capacity as of March 31, 2010 and expected polymer capacity as of March 31, 2011 in India.

Polymers Capacity as

of March 31, 2010

Capacity additions by

March 31, 2011

Anticipated Capacity as

of March 31, 2011

in Kilo Tonnes (“KT”)

Low-density polyethylene (LDPE) ................................ 205 0 205 High-density polyethylene (HDPE) and Linear Low-Density Polyethylene (LLDPE) .....................................

1,870 770 2,640

Polypropylene (PP) ...................................................... 2,905 670 3,575

Polystyrene (PS) and Expandable Polystyrene (EPS) ....... 452 0 452

Poly Vinyl Chloride (PVC) ........................................... 1,321 0 1,321

Total .......................................................................... 6,753 1,440 8,193

(Source: CIPET, available at http://cipet.gov.in/pdfs/Growth_of_plastic_Industries.pdf as of October 30, 2012.)

The high growth in demand ensures that the market is able to absorb the excess capacity in quick time. Overall, the degree of competition can be considered high in the Indian plastic processing industry. (Source: CIPET, available at http://cipet.gov.in/plastics_statistics.html as of October 30, 2012.)

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Demand and Supply of Polymers in India

It is expected that there would be a demand-supply gap of approximately 7,305 KT for polymers in India in 2015. Set forth below are certain details in relation to the historical and expected demand-supply balance in India.

Demand Demand

CARGCapacity Demand-

Supply Gap

2009 2015 2015/2009 2010 2015

(in KT) (%) (in KT) Polymers 6,747 14,058 13.0 6,753 7,305

LDPE ........................................ 344 650 13.8 205 465

LLDPE ..................................... 911 2,164 12.0 935 1,229

HDPE ....................................... 1,350 2,600 12.0 935 1,665

PP ............................................. 2,207 4,700 13.1 2,905 1,795

PVC .......................................... 1,725 3,472 13.8 1,321 2,151

PS ............................................. 210 452 13.4 452 0

(Source: CIPET, available at http://cipet.gov.in/pdfs/Growth_of_plastic_Industries.pdf as of October 30, 2012.)

Further, an additional 40,800 plastic processing machines are expected to be installed by Fiscal 2015 in the Indian plastic processing industry. The segment wise break-up is set out below.

Injection Moulding ................................................................................................ 26,700 Blow Moulding ..................................................................................................... 3,900 Extrusion .............................................................................................................. 10,200 Total ................................................................................................................... 40,800

(Source: CIPET, available at http://cipet.gov.in/pdfs/Growth_of_plastic_Industries.pdf as of October 30, 2012.)

Overview of the Indian Automobile Industry The automotive industry is divided primarily into two major segments - light vehicles and heavy vehicles.

• Light vehicles consist of passenger cars, multi-purpose vehicles (MPVs), sport utility vehicles (SUVs) and sports cars, as well as light commercial vehicles such as pick-up trucks, light trucks and vans.

• Heavy vehicles include trucks, buses, prime movers and special-purpose vehicles that are predominantly used for commercial applications.

Among light vehicles, passenger cars are further divided into basic cars, small cars, mid-sized cars, large cars and large-plus cars based on their length. They are also divided into economy, non-premium, premium and super-premium cars depending on their price, brand positioning and level of trim/accessories. (Source: IBEF, available at http://www.ibef.org/industry as of October 30, 2012.) The automotive sector is one of the core industries of the Indian economy. The de-licensing of the sector in 1991, the subsequent opening up of the sector to FDI levels of up to 100%, and the permission of such investment under the automatic route, were significant for the Indian automotive industry. Since the introduction of these reforms, almost all the global major automotive players have set up facilities in India. (Source: The Automotive Mission Plan 2006-2016 (“the Automotive Mission Plan”) available at http://www.dhi.nic.in/Final_AMP_Report.pdf as of October 30, 2012.) The Government of India, through the Ministry of Heavy Industries and Public Enterprises, has implemented the Automotive Mission Plan 2006-2016, a 10-year plan aimed to sustain and accelerate the growth of the Indian automotive sector. This plan intends to double the contribution of the automotive sector to Indian GDP by increasing the sector’s output to U.S.$1.5 billion by 2016. The plan aims to achieve this output by focusing on the export of small cars, multi-utility vehicles, or “MUVs” two and three-wheelers and automotive components. The plan projects that the size of the automotive industry will reach between U.S.$122.0 billion and U.S.$159.0

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billion by 2016, including U.S.$35.0 billion in exports. This translates into a 10.0%-11.0% contribution to Indian GDP by 2016, or double the 2006 contribution from the automotive industry. (Source: the Automotive Mission Plan.) There has been an increase in the production of commercial vehicles from 520,000 units in Fiscal 2007 to 752,597 units in Fiscal 2011 and of passenger vehicles from 1,544,850 units in Fiscal 2007 to 2,986,797 units in Fiscal 2011. Certain details of the increase in production volumes in the automotive sector from Fiscal 2006 to Fiscal 2012 are set forth below: Category Automobile Production in Fiscal

2006 2007 2008 2009 2010 2011 2012

Passenger Vehicles 1,309,300 1,545,223 1,777,583 1,838,593 2,357,411 2,982,772 3,123,528

Commercial Vehicles 391,083 519,982 549,006 416,870 567,556 760,735 911,574

Three Wheelers 434,423 556,126 500,660 497,020 619,194 799,553 877,711

Two Wheelers 7,608,697 8,466,666 8,026,681 8,419,792 10,512,903 13,349,349 15,453,619

Grand Total 9,743,503 11,087,997 10,853,930 11,172,275 14,057,064 17,892,409 20,366,432

(Source: The Society of Indian Automobile Manufacturers (“SIAM”), available at http://www.siamindia.com as of October 30, 2012.)

In Fiscal 2012, the automobile industry produced 20,366,432 units, 15.0% of which were passenger vehicles. 17,376,624 of these units were produced domestically in India, providing an overall growth rate of 12.2%. (Source: SIAM.) Set out below are certain trends for domestic sales of automobiles. Category Change during Fiscal 2012 compared to Fiscal 2011 (%)

Total Passenger Car 2.2 Total Passenger Vehicles 4.7 Total Commercial Vehicles 18.2 Total Three-Wheelers -2.4 Total Two-Wheelers 14.2

(Source: SIAM.)

Simultaneously, automobile exports continued to grow during Fiscal 2012 and the India automobile industry exported 2,910,055 units, registering a growth of 25.4%. Commercial vehicle exports increased by 25.2%, three wheeler exports grew by 34.4% and two-wheeler exports grew by 27.1%. The production of automobiles in India is expected to grow at a rate of 9.6% in Fiscal 2013. (Source: SIAM, available at http://www.siamindia.com/scripts/export-trend.aspx as of October 30, 2012.) During Fiscal 2012 the industry also experienced a migration toward new vehicle technologies, including hybrid, electronic vehicles, MUVs and green technologies. Sales of small cars constituted 60.0% of the domestic market for passenger vehicles and sales of mid-sized vehicles constituted 15.0% of the domestic market for passenger vehicles. (Source: IBEF, available at http://www.ibef.org/industry as of October 30, 2012 and SIAM.) The Indian Auto Component Industry The domestic automotive components industry consists mostly of unorganised players, who are largely small and medium-sized enterprises. However, it is the organised segment that contributes about 72.0% of the industry’s total revenues. About 619 organised players are registered with the Auto Component Manufacturers Association (“ACMA”). The industry now has the capability to manufacture the entire range of auto components, such as engine parts, drive, transmission parts, suspension and braking parts, electrical parts, and body and chassis parts, with engine parts making up nearly a third of all exports. Set out below are the key components manufactured by the Indian automotive industry.

• Engine parts (31.0%)

• Drive transmission and steering parts (19.0%)

• Body and chassis parts (12.0%)

• Suspension and braking parts (12.0%)

• Equipment (10.0%) (Source: IBEF, available at http://www.ibef.org/industry as of October 30, 2012.)

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The Indian auto component industry has experienced a steady annual growth rate of 15.0-18.0%. It is currently valued at U.S.$30.0 billion and is expected to reach U.S.$100.0 billion by 2020, as a result of robust domestic demand. The composition of exports in terms of the proportion of original equipment manufacturer (“OEM”) and aftermarket, has undergone a sweeping change during the last two decades. The Indian auto component industry presently derives 60.0% of its turnover from sales to domestic OEMs and 25% from sales to the domestic replacement market. (Source: IBEF, available at http://www.ibef.org/industry as of October 30, 2012.) Steered here by India's supportive Government policies, positive business environment, availability of reasonably priced talented workforce and stable outlook for the industry, international manufacturers are setting up their facilities in the country and global auto majors are rapidly ramping up the value of components they source from India. Approximately 15.0% of the Indian automotive industry’s turnover is derived from exports. ACMA estimates that auto component exports will grow at a CAGR of 18.8% between Fiscal 2011 and Fiscal 2021. More than a third (approximately 36.0%) of the Indian auto component exports head for Europe, followed by North America at 23.0%. (Source: IBEF, available at http://www.ibef.org/industry as of October 30, 2012.) Growth Drivers Listed below are certain key drivers that have contributed to growth in the Indian auto component industry.

• Automatic approval is allowed by the Government for foreign equity investment up to 100.0% for the manufacture of auto components. Manufacturing and imports in this sector is free from licensing and approvals. There is no local content regulation in the auto industry. The Engineering Export Promotion Council under the Ministry of Commerce and Industry, Government of India, has been actively engaged in promoting exports of engineering goods, including auto components.

• Rising per capita income and changing demographic distribution are conducive for growth. The trends indicate that small and medium cars are dominant, with a shift towards high end cars expected at a faster rate. Higher disposable incomes coupled with availability of easy finance options have driven growth in passenger vehicle segment.

• In the commercial vehicle segment, increased investment in road infrastructure and the availability of cheaper finance has led to growth in multi-axle vehicles. This is expected to be followed by a shift to tractor-trailer combinations on account of operating economics of higher power-to-weight ratio vehicles.

• Auto component industry growth is directly linked to the growth of the automobile industry, since a significant proportion of sales is to OEMs. However, in recent years, component exports are becoming an important growth driver and are expected to assume greater importance in the future.

(Source: Automotive Mission Plan 2006-2016, SIAM and IBEF, available at http://www.ibef.org/industry as of October 30, 2012.)

Overview of the Indian Power Transmission and Distribution Industry

A transmission and distribution system is typically comprised of transmission lines, sub-stations, switching stations, transformers and distribution lines. In India, the transmission and distribution system is a 3-tier structure comprising distribution networks, state grids, and regional grids. These distribution networks and state grids are principally owned and operated by State Electricity Boards, or “SEBs”, other state utilities, or state governments (through state electricity departments). Regional or interstate grids facilitate the transfer of power from a region with surplus to one with deficit. Most of the inter-state transmission links are owned and operated by Power Grid Corporation of India Limited. These regional grids also facilitate the scheduling of maintenance outages and coordination between power plants. The Planning Commission recognises that the distribution segment in the power sector is the weakest link in the power system. It estimates the current losses of distribution utilities before accounting for state subsidy to be approximately ì 7,000.0 billion. It emphasises the need to make the distribution system financially viable during the 12th Five-Year Plan. . (Source: Report of the Working Group on Power for the 12th Five-Year Plan, Ministry of Power, Government of India, January 2012, available at http://planningcommission.nic.in as of October 30, 2012.) As at August 2011, India's power generation systems had a total installed capacity of 1,81,500 MW, which comprised of 99,503 MW (55.0%) coal based, 17,706 MW (10.0%) gas based, 1,200 MW (1.0%) diesel generation, 38,206 MW (21.0%) hydro, 4,780 MW (2.0%) nuclear and 20,162 MW (11.0%) from renewable energy sources. The estimated total fund requirement for power during the 12th Five-Year Plan, including

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additions required in expanding transmission and distribution systems, was expected to be approximately ì 140,000.0 billion and the capacity addition requirement during this period was 75,785 MW. (Source: Report of the Working Group on Power for the 12th Five-Year Plan, Ministry of Power, Government of India, January 2012, available at http://planningcommission.nic.in as of October 30, 2012.) The demand for electric power transmission and distribution services is largely dependent on levels of electric power demand, and on the ability of the electric power generation and distribution sectors to service that demand. In order to ensure reliable supply of power, efficient utilisation of generating capacity and effective exploitation of unevenly distributed generating resources in the country so as to optimise their potential, a strong interconnected transmission grid is required, which interconnects various generating stations and load centres. As a result of high transmission, distribution and commercial losses and the poor financial health of bulk power purchasers (SEBs and State Power Utilities, or “SPUs”), investments in the distribution sector have been relatively low and the growth and maintenance of distribution systems in India has been poor. With distribution being the weakest link in the chain of power supply, distribution reforms have been identified as a key area of focus in the power sector reform process. (Source: Report of the Working Group on Power for the 12th Five-Year Plan, Ministry of Power, Government of India, January 2012, available at http://planningcommission.nic.in as of October 30, 2012.) Accelerated Power Development and Reforms Programme (the “APDRP”) The APDRP was introduced to improve the financial viability of SPUs, reduce the Aggregate Technical and Commercial (“AT&C”) losses, improve customer satisfaction and increase the reliability and quality of power supply. The APDRP programme was restructured and rechristened as “R-APDRP” during the 11th Five-Year Plan, with revised terms and conditions. The focus of the programme was on actual, demonstrable performance in terms of sustained loss reduction through establishment of reliable and automated systems for sustained collection of accurate base line data, and the adoption of IT in the areas of energy accounting. The estimated size of R-APDRP was ì 500.0 billion. The R-APDRP programme proposed to cover urban areas, including towns and cities with populations of more than 30,000 (10,000 in case of special category states). (Source: Report of the Working Group on Power for the 12th Five-Year Plan, Ministry of Power, Government of India, January 2012, available at http://planningcommission.nic.in as of October 30, 2012.) Rajiv Gandhi Grameen Vidyutikaran Yojana RGGVY was launched in 2005 to achieve the electrification of villages and creation of a rural electricity distribution backbone with at least one 33/11KV or 66/11 KV sub-station of adequate capacity in geographical blocks where these do not exist, a village electrification infrastructure with distribution transformers of appropriate capacity in villages and other habitations, and decentralised distribution generation systems based on conventional or non-conventional sources where grid electricity supply is not feasible or cost effective. It was hoped that this infrastructure would also indirectly facilitate the requirements of agriculture and other activities in rural areas, including irrigation pump sets, small and medium industries, local industries, warehousing, healthcare, education and information technology which, in turn would facilitate overall rural development, generate employment opportunities and alleviate rural poverty. The Government of India approved the continuation of the RGGVY scheme in the 11th Five-Year Plan period with a capital subsidy of ì 280.0 billion. Under the scheme, a 90.0% capital subsidy was provided towards the overall cost of the projects under the scheme. The Planning Commission, however, found that a large number of habitations were still left uncovered and a large population still had no connectivity. It therefore found it desirable to restructure the RGGVY programme in order to universalise access to power. RGGVY focuses only on household supply and does not address the need for providing electricity for agriculture, which needs a three phase supply. This, the Planning Commission notes, in turn requires strengthening of the rural network, and not just last mile connectivity to households, which is what the RGGVY covers. (Source: Planning Commission, Government of India, available at http://planningcommission.gov.in/plans/planrel/12appdrft/appraoch_12plan.pdf as of October 30, 2012.) According to the Central Electricity Authority, Ministry of Power, Government of India, or the “CEA”, as at July 31, 2011, works in 98,612 un-electrified villages had been reported as complete. However, 83,820 un-electrified villages were reported as energised. The gap was primarily in the states of Bihar, Jharkhand, Orissa and Assam. By the end of the 11th Five-Year Plan, most of the projects were then expected to be completed except those in the North-East region and certain areas involving difficult terrain. A capital subsidy of ì 2,391.3 billion was released as at March 31, 2011 and the expected cumulative achievement at the end of 11th Five-Year Plan was approximately ì 2,991.3 billion. A spill-over of approximately ì 300.0 billion is expected into the 12th

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Five-Year Plan. (Source: Planning Commission, Government of India, available at http://planningcommission.gov.in/plans/planrel/12appdrft/appraoch_12plan.pdf as of October 30, 2012.) Under the 12th Five-Year Plan, the Ministry of Power, Government of India, aims to achieve electrification of all villages and habitations for universal coverage by 2017, with rationalisation of tariff and tariff revisions in a time bound manner. It aims to continue with the R-APDRP and RGGVY programmes in the 12th Five-Year Plan. Research and development efforts in power distribution will be promoted and a special division of the CEA will focus on best practices and data collection. The distribution system planned for the 12th Five-Year Plan includes setting up of new lines of 1,305,000 ckm, installation of new substations of 88,000 MVA and augmentation of sub-stations. The total fund requirement for the distribution sector in the 12th Five-Year Plan was expected to be ì 30,623.5 billion. (Source: Report of the Working Group on Power for the 12th Five-Year Plan,

Ministry of Power, Government of India, January 2012, available at http://planningcommission.nic.in as of October 30,

2012.) Set out below are details of the major initiatives in the power distribution sector that have been proposed by the Ministry of Power, Government of India for the 12th Five-Year Plan, along with details of outlay and Government assistance proposed for these initiatives.

Scheme Total Fund Requirement

(ìììì billion)

Government Assistance (ìììì billion)

R-APDRP 1,587.0 992.4 Additional requirement of funds for the on-going projects sanctioned during the 11th Five-Year Plan

- 990.0

Smart Grid 950.0 500.0 Research and Development (ì 50.0 million, annually) 2.5 2.5 RGGVY – For electrification of remaining villages & habitations 6,349.0 5,714.1 – Providing LED lamps for poor households 150.0 135.0 – Decentralized Distributed Generation 100.0 90.0 Sub-total (RGGVY) 6,599.0 5,939.1 Inclusion of Productive Load Scheme 6,194.0 3,097.0 Feeder Separation Scheme 2,000.0 1,000.0 National Electricity Fund 2,200.0 2,200.0 Human Resources Development Plan 15.0 15.0 Scheme for replacement of inefficient pump sets by energy efficient pump sets in the agriculture sector

3,000.0 1,500.0

Grand Total 22,547.5 16,236.0 (Source: Report of the Working Group on Power for the 12th Five-Year Plan, Ministry of Power, Government of India, January 2012, available at http://planningcommission.nic.in as of October 30, 2012.) Overview of the Indian Textile Industry India is one of the world’s leading manufacturers of man-made textiles. The industry largely depends on textile manufacturing and export. Further, a leading component in the Indian economy, textiles contribute 27.0% to the Indian total foreign exchange, 14.0% to industrial production, 4.0% to GDP and around 17.0% to the total export earnings. In addition, it provides direct employment to over 35.0 million people and is the second largest employment provider, next only to agriculture (Source: IBEF,

available at http://www.ibef.org/industry as of October 30, 2012.)

Key Players in the Indian textiles Industry

Set out below are the details of certain key players in the Indian textiles industry and the business areas they operate in.

Company Business areas Welspun India Limited Home textiles, bathrobes, terry towels Vardhman Group Yarn, fabric, sewing threads, acrylic fibre

(Source: Office of Textile Commissioner, India)

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Company Business areas Alok Industries Limited Home textiles, woven and knitted apparel fabric, garments and polyester yarn Raymond Limited Worsted suiting, tailored clothing, denim, shirting, woollen outerwear Arvind Mills Limited Spinning, weaving, processing and garment production (denims, shirting, khakis

and knitwear) Bombay Dyeing & Manufacturing Company Limited

Bed linen, towels, furnishings, fabric for suits, shirts, dresses and saris in cotton and polyester blends

Garden Silk Mills Limited Dyed and printed fabric (Source: Websites of the companies listed above and www.bseindia.com.)

Size of the Textiles Market

The global fabric trade was estimated to be U.S.$74.0 billion in 2011. Countries like China, India, Pakistan, Bangladesh, Thailand and Indonesia are among the leading countries in terms of installed machinery capacity. China alone had a share in 2011 of around 45.0% of the world’s total installed capacity for spinning and weaving machinery. The current global fibre mix is 41.0% natural and 59.0% man-made fibre, or “MMF”. The Indian textile market was estimated to be U.S.$14 billion in 2011 and was expected to reach U.S.$31.0 billion by 2021, at a CAGR of approximately 10.0%. Raw cotton and MMF are the major segments within the Indian textile market. Raw wool and raw silk are the other components, although their production levels are much lower. (Source: IBEF, available at http://www.ibef.org/industry as of October 30, 2012.)

Indian Cotton Output and Yield

The Indian cotton output grew at a CAGR of 4.4% during the period between Fiscal 1997 and Fiscal 2012 on account of a significant improvement in crop yield. The yield increased from 307.0 kg/ha in Fiscal 2002 to 473.0 kg/ha in Fiscal 2012. As a result, India became the second largest exporter of cotton in the world after the U.S. from the second largest importer in Fiscal 2002.

Indian Fibre

India produced 8.7 million tons of fibre in Fiscal 2011. The production of fibre in India increased at a CAGR of 4.0% between Fiscal 2006 and Fiscal 2011. Set out below are details of production, imports and exports in relation to Indian fibre.

Fibre (2010-11) Production Imports Exports Prod.

Growth (5 yr

CAGR)

Imports Growth

(5 yr CAGR)

Exports Growth

(5 yr CAGR)

Volume (‘000 tons) (%) Viscose ..................................................... 305 14 56 6.0 71.0 30.0 Polyester................................................... 896 32 162 7.0 8.0 31.0 Acrylic ..................................................... 80 21 25 -6.0 15.0 16.0 Other MMF……………………… 4 17 2 4.0 14.0 -4.0 Total MMF ............................................... 1,285 84 245 6.0 17.0 29.0 Cotton ...................................................... 5,525 58 1,258 6.0 -12.0 10.0 Silk........................................................... 20 6 1 3.0 -7.0 -37.0 Jute........................................................... 1,780 91 209 -2.0 6.0 31.0 Wool ........................................................ 45 98 7 0.0 1.0 16.0 Total fibre ................................................. 8,655 337 1,810 4.0 2.0 14.0 (Source: Ministry of Textiles, Government of India.)

Indian Yarn

Indian cotton output between Fiscal 1997 and Fiscal 2012

(Source: The U.S. Department of Agriculture.)

Yield unit is Kg/ha (i.e., kilograms per hectare)

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Indian yarn production was around 6.3 million tons in Fiscal 2011. The yarn production in India increased at a CAGR of 6.0% between Fiscal 2006 and Fiscal 2011. In Fiscal 2011, 23.0% of the yarn produced was exported. Set out below are details of production, imports and exports in relation to Indian yarn. Yarn (2010-11) Production Imports Exports Prod.

Growth (5 yr

CAGR)

Imports Growth

(5 yr CAGR)

Exports Growth

(5 yr CAGR)

Volume (‘000 tons) (%) 100% cotton spun yarn ....................... 3,490 4 698 7.0 -1.0 4.8 Cotton blend spun yarn ....................... 797 32 98 6.0 12.0 3.0 100% non cotton spun yarn ................. 426 69 224 4.0 27.0 8.0 Other Spun Yarn ................................ 1,223 101 322 5.0 21.0 6.0 Total Spun Yarn ................................ 4,713 206 1,020 6.0 20.0 5.0 Man-Made Filament Yarn, or “MMFY” ................................

1,549 130 452 6.0 -4.0 24.0

Viscose Filament Yarn ........................ 41 13 6 -5.0 32.0 -10.0 Polyester Filament Yarn ...................... 1,462 19 246 6.0 -28.0 18.0 Nylon Filament Yarn .......................... 33 2 2 -2.0 -29.0 -18.0 Other MMFY ................................ 13 96 198 0.0 16.0 44.0 Total Yarn................................ 6,262 336 1,472 6.0 3.0 9.0

(Source: Ministry of Textiles, Government of India.)

Indian Fabric Indian fabric production was 62,559.0 million square meters as at March 31, 2011, increasing at a CAGR of 5.0% between Fiscal 2006 and Fiscal 2011. The overall growth was higher for knit fabric compared to woven fabrics. Set out below are details of production, imports and exports in relation to Indian fabrics. Fabric (2010-11) Productio

n Imports Exports Prod.

Growth (5 yr

CAGR)

Imports Growth

(5 yr CAGR)

Exports Growth

(5 yr CAGR)

Volume (million square meters) (%) Knit fabric ................................ 14,634 693 337 7.0 25.0 27.0 Woven fabric ................................ 47,925 843 2471 4.0 10.0 9.0 Cotton Woven ................................ 19,460 148 839 5.0 1.0 6.0 Synthetic Woven ................................ 21,943 200 1213 4.0 4.0 13.0 Other Woven ................................ 6,522 495 419 2.0 18.0 4.0 Total Fabric ................................ 62,559 1536 2808 5.0 16.0 10.0

(Source: Ministry of Textiles, Government of India.) The most significant change in the Indian textiles industry has been the introduction of MMF textiles. Polyester is the largest segment of the Indian MMF and rayon textile industry. In June 2012, the production of MMF registered a growth of 18.0%, cotton yarn by 14.0% and total cloth production increased by 5.0%. Exports The Indian textile trade is dominated by exports with a CAGR of 6.3% during the period between Fiscal 2006 and Fiscal 2010. Exports grew to U.S.$22.4 billion in Fiscal 2010 from U.S.$17.6 billion in Fiscal 2006. Exports of Indian MMF textiles scaled an all-time high of U.S.$5,699.0 million in Fiscal 2012, as compared to U.S.$5,013.0 million in Fiscal 2011, registering a year-on-year growth of 14.0%. In Fiscal 2012, fabrics were the largest product category accounting for 41.0% of total exports. During Fiscal 2012, the Middle East was the largest market and accounted for nearly 25.0% of textile exports from India, while Asia accounted for 23.0%. (Source: IBEF, available at http://www.ibef.org/industry as of October 30, 2012.) Investment The textiles sector has witnessed a spurt in investment during the last five years. The main engine of investment has been the Technology Upgradation Fund Scheme, or “TUFS”. The increased investment will help to upgrade

107

technology, strengthen infrastructural facilities in potential textile growth areas and increase the installation of additional spindles and looms. It will also strengthen the garment, technical textiles and processing segments of the textiles industry, which have great potential for value addition and employment generation. The industry attracted FDI worth U.S.$11.0 million in the month of May 2012 as compared to U.S.$4.4 million during the corresponding month in 2011. FDI in the textile industry was U.S.$129.0 million in Fiscal 2011. (Source: IBEF, available at http://www.ibef.org/industry as of October 30, 2012.) Government Initiatives The Government of India has a number of export promotion policies for the textile sector, which help Indian producers of textiles to increase their market share. The Government of India also provides certain other incentives to textile producers and has also allowed 100.0% FDI in textiles under the automatic route. Some of the initiatives taken by the Government to further promote the industry are set out below.

• Health insurance coverage and life insurance coverage to weavers under the Handloom Weavers’ Comprehensive Scheme and the Rajiv Gandhi Shilpi Swasthya Bima Yojna.

• Marketing initiatives and e-marketing platforms developed by The Central Cottage Industries Corporation of India and the Handicrafts and Handlooms Export Corporation of India to simplify marketing issues.

• Approved 40 new textiles parks, providing employment to 400,000 textiles workers.

• Enabled, through the TUFS scheme, firms to access low-interest loans for technology upgradation. Under this scheme, the Government reimburses 5.0% of the interest rates charged by the banks and financial institutions, thereby ensuring credit availability for upgradation of the technology at global rates.

The textiles industry complements the growth of several industries and institutions such as the defence forces, railways and government hospitals, which are the key institutional buyers of technical textiles. The industry includes production of flexible packaging material for industrial, agricultural and consumer goods. Among the other segments of technical textiles, protech, oekotech, spotech and geotech have significant growth potential. The Indian technical textile industry is an emerging area for investments with good growth opportunities. (Source: IBEF, available at http://www.ibef.org/industry as of October 30, 2012.)

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BUSINESS

We believe that we are one of the leading providers of plastic products and niche structured yarn dyed textiles-related products in India. Our operations span four continents and 12 countries, with a presence in the European, American, African and Asian markets.

We commenced business as a manufacturer of textiles in 1931, and have subsequently diversified into the manufacture of plastic products, including building materials and custom moulded products. For the six month period ended September 30, 2012, the segment revenue of our plastics segment accounted for 89.6% of our total revenues.

Our building materials and custom moulding business is engaged in the manufacture of thermoplastic moulded, extruded thermoformed and sheet moulding composite (“SMC”)/pultrusion products, resulting in a wide range of building material and custom moulded products including prefabricated structures, monolithic construction, SMC-based enclosures, plastic pallets, feeder and pillar distribution boxes, fiberglass reinforced plastic (“FRP”) products, water storage tanks and waste management products. Our custom moulding business caters to the electrical, automotive, aerospace, defence, renewable energy, medical imaging and pharmaceutical industries, while our monolithic construction and prefabricated structures businesses relate to the development of the social infrastructure segment and cater to the demand for mass housing, school and healthcare centre structures in India which we believe are key growth sectors. We have recently commenced the manufacture of home interior solutions, as well as providing environmental solutions such as packaged water waste treatment plants, solid waste management products, biogas units and septic tanks. Our textile manufacturing operations focus on niche products and specialise in men’s structured shirting for the premium fashion industry.

The following chart sets forth an overview of our principal business lines as of the date of this Placement Document:

We have 35 manufacturing facilities, with 16 located in India. At our manufacturing facility in Kalol, we have developed the capability to manufacture plastics using multiple manufacturing processes which enables us to produce the entire range of our building material and custom moulded products in one location. Kalol is also our primary base for textile production. In addition, we have nine manufacturing facilities in France and one each in Germany, Poland, Hungary, Slovakia, Morocco and Tunisia, as well as four manufacturing facilities in the United States of America.

Our Equity Shares are listed on the ASE, the BSE and the NSE. In Fiscal 2012, we had total revenues of ì 45,040.1 million and profit for the year of ì 3,068.1 million. For the six month period ended September 30, 2012, we had total revenues of ì 22,896.9 million and profit for the period of ì 1,191.5 million.

Sintex Industries Limited

Plastics Textiles

Building Materials Custom Moulding

Prefabricated Structures

Monolithic

Construction

Water Tanks Industrial

Custom

Moulding

Retail

Custom

Moulding

Structured

fabrics /

corduroy

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The following table sets forth, for the periods indicated, the contribution to total revenues of our principal business activities:

Fiscal

Six month period ended September 30,

(unaudited)

2010* 2011 2012 2011 2012

(ìììì in

millions) %

(ìììì in

millions) %

(ìììì in

millions) %

(ìììì in

millions) %

(ìììì in

millions) %

Plastic 29,728.6 87.3 40,461.7 89.3 39,833.2 88.4 20,452.4 89.2 20,517.3 89.6

Textile 3,463.1 10.2 4,375.3 9.7 4,702.3 10.4 2,237.8 9.8 2,273.5 9.9

Unallocated 878.4 2.6 455.4 1.0 504.6 1.1 235.1 1.0 106.1 0.5

Total Revenues 34,070.1 45,292.4 45,040.1 22,925.3 22,896.9

* References to financial information for Fiscal 2010 are to financial information for that year prepared and presented in accordance with the Old Schedule VI.

The following table sets forth, for the periods indicated, the profit before tax and interest for the relevant periods generated by our principal business activities:

Fiscal

Six month period ended September 30,

(unaudited)

2010* 2011 2012 2011 2012

(ìììì in

millions) %

(ìììì in

millions) %

(ìììì in

millions) %

(ìììì in

millions) %

(ìììì in

millions) %

Plastic 3,861.7 80.2 6,205.5 86.4 5,162.7 93.2 3,048.2 113.0 2,498.1 104.7

Textile 258.0 5.4 600.4 8.4 573.2 10.4 234.8 8.7 164.3 6.9

Unallocated 694.4 14.4 375.4 5.2 (198.9) (3.6) (584.4) (21.7) (277.0) (11.6)

Total 4,814.1 7,181.3 5,537.0 2,698.6 2,385.4

* References to financial information for Fiscal 2010 are to financial information for that year prepared and presented in accordance with

the Old Schedule VI.

Competitive Strengths

We believe that we have distinct competitive advantages in our business and operations.

Demonstrated track record of diversification and organic growth

We have been involved in the textiles business since 1931 and have been catering to the niche structured yarn dyed textiles segment of the textiles industry since 1989. We introduced quality corduroy fabrics in India in April 1981 and a number of reputed international and domestic brands are our customers.

We entered into the plastic moulded polyethylene liquid storage tanks manufacturing business in 1975 and have developed our building materials and custom moulding business since then. We have obtained ISO 9001:2008 standards for the manufacturing facilities of our prefabricated structures. We have a strong brand recognition in the plastics industry in India and “Sintex” water tanks are synonymous with water storage tank solutions in India. We believe that we have been able to demonstrate our strength in the plastics business by successfully introducing new products such as sandwich panels, high altitude structures and interior partitions in our monolithic construction and prefabricated structures businesses, and SMC-based enclosures, distribution and feeder-pillar boxes targeted at the power distribution sector in our custom moulding business. In addition, we have expanded into environmental products such as packaged waste water treatment solutions, solid waste management products and moulded biogas units. For the six month period ended September 30, 2012, the

110

segment revenue of our plastics segment contributed 89.6% of our total revenues, demonstrating the evolution of our business.

We manufacture a large number of products across our building materials and custom moulding business and our textiles business. Our income is diversified across a range of geographies and industries and we have relatively low levels of customer concentration. We believe that our diversified income is a competitive strength as it provides a hedge against cyclicality and other adverse developments within any particular industry sector or geography affecting any one of our customers. We believe that the diversified business model will help in reducing volatility in our income, profits and cash flows.

Successful growth through strategic and well-integrated acquisitions

In addition to diversifying our business, we have acquired several companies since 2006 and currently have operations spanning 12 countries across four continents. These include the acquisition of 100% of the equity of Zep Infratech Limited (“ZIL”), the acquisition of Wausaukee Composite Inc. (“WCI”) and Nief Plastic outside India, and the acquisition of five manufacturing plants of the automotive plastics business division of Bright Brothers Limited. The acquisition of WCI provided us access to highly engineered composite components and customers in the construction equipment, mass transportation, wind energy and medical energy sectors, among others, while the acquisition of Nief Plastic gave us access to its technology and know-how as well as customers in the European automotive, electrical, aeronautic and defence sectors. Our subsequent acquisition of manufacturing facilities through Bright AutoPlast was aimed at accessing the domestic automotive components market, while capitalising on the technology and know-how of WCI and Nief Plastic to expand our product range and manufacturing capabilities at these facilities in India.

We believe that we have demonstrated our ability to integrate acquired businesses and strategic alliances. For example, we have managed to grow the businesses of Nief Plastic, with its turnover increasing from Euro 118.0 million in Fiscal 2008 to Euro 146.0 million in Fiscal 2011, and Bright AutoPlast, with its turnover increasing from ì 404.2 million in Fiscal 2008 to ì 3,261.7 million in Fiscal 2012.

Our acquisitions have enabled us to expand our product portfolio and we believe that we have established ourselves as a provider of a comprehensive suite of plastic products and solutions. The synergies arising from our acquisitions include access to new technologies and processes that we believe we have been successful in implementing across our various operations and manufacturing facilities, as well as technical knowhow that has enabled us to enhance our domestic operations. These include Nief Plastic’s technology for thermosetting by injection and compression as well as WCI’s technical capability in highly engineered composite components. Additionally, we have leveraged the existing relationships of the entities that we have acquired to cross-market our products across wider geographies. For example, Bright AutoPlast now provides its industrial custom moulding products to Schneider in India, arising from the existing relationship between Nief Plastic and Schneider in Europe. Further, we believe that our global profile has enabled us to expand the profile of our customer-base by catering to multiple sectors, including the automotive, aerospace, defence, medical imaging and power transmission sectors, reducing our dependence on any particular sector.

Successfully reducing manufacturing costs across our businesses

We believe that we have been able to achieve cost efficiencies in our operations across our domestic building materials and custom moulding businesses. We manufacture the formworks for our monolithic constructions business in-house and then use these for on-site construction, rather than acquiring these from external vendors. In addition, we perform end-to-end turnkey installations of our prefabricated structures, and manufacture certain components such as sandwich panels, amongst other things, in-house.

We have also achieved cost savings by shifting the manufacture of labour-intensive and high-volume products to low-cost locations, while continuing to service the needs of our off-shore clients. For example, we have transferred some of the manufacturing volume of Nief Plastics from France to lower-cost locations in North Africa, as well as locations in Eastern Europe such as Hungary and Slovakia.

Focus on key growth sectors

We believe that our key businesses are focused on high growth segments in the infrastructure space in India with a focus on socially and economically beneficial projects such as our monolithic construction business which focuses on township development projects and our prefabricated structures business which are cost-

111

effective in rural areas and offer an alternative to conventional construction in difficult terrains. We believe that the lower costs and faster execution timeframes of these businesses make them an attractive proposition. Further, our acquired businesses provide us opportunities to cross-sell our industrial custom moulding products and provide us access to new geographies and clients.

We have recently been focusing on increasing the footprint of our building materials and custom moulding business in the market for mass utility products across the industrial, social utility and household segments in India, while our textiles business focuses on identifying niche offerings and enhancing its contribution in relation to these niche products.

Strong execution capability and customer relationships

We believe that the global footprint of our manufacturing facilities, with 35 manufacturing facilities in 12 countries across four continents provides us with the capability to execute orders and deliver to our customers in a speedy and efficient manner. In our building materials and custom moulding business, proximity to customers is a key factor in efficient delivery, and we believe that our nationwide presence in India and our manufacturing operations outside India provide us a key competitive advantage in this regard.

We believe that the integrated nature of our monolithic constructions business enables us to achieve faster construction times. Our key monolithic construction projects include the construction of a township development for a housing authority in Delhi. Further, we believe that the key to the prefabricated structures business lies in devising an efficient and cost-effective installation strategy and building a trained workforce to deliver the product seamlessly. In accordance with this requirement, we have prefabricated structures plants in five locations across India to maximise the area under our coverage for such products. We conduct training programmes for the teams which assemble the prefabricated structures at the site of installation. We believe that our monolithic constructions and prefabricated structures businesses have a successful track record of executing projects, enabling us to form strong relationships with our customers and bid for new projects.

In relation to our industrial and retail custom moulding business, we believe that our advanced technology, wide range of high quality products and our presence across multiple geographies enable us to service multi-national clients and develop strong relationships with customers such as major automotive OEMs and electrical equipment manufacturers.

Senior management team with strong operating experience

Our senior management has significant experience in the plastics and textiles industry and we believe that this experience is a key competitive advantage, enabling them to make critical business decisions that result in faster and more efficient implementation of ideas and projects. Our management team has a track record of growth and significant domain knowledge in both the plastics and the textiles industries and relevant experience in the geographies in which we operate. Our management team has diverse strengths including in relation to sales of our products and services, operations management, process excellence, building infrastructure, technology management, scaling businesses and growing the business in a disciplined and planned manner.

Strategy

Our principal objective is to continue to expand our core businesses. Key elements of our strategy to achieve this objective include:

Continued focus on high growth businesses

We propose to continue our focus on high growth businesses such as custom moulding and prefabricated structures, by identifying profitable areas of growth across our product lines and focusing on pedigreed projects and customers with short payment cycles.

We intend to develop our monolithic construction business through initiatives targeted at warehousing and agri-shed projects, State Housing Board projects that promise faster approvals and have budgetary fund allocation, catering to middle income group and high income group segments for high value projects and focus on key geographical areas where we believe there are suitable opportunities and visible cash flow. In addition, we intend to strengthen the footprint of our prefabricated structures business and expand capacity to cater to growing demand. We intend to seek to expand in tribal areas and hilly terrains, where we believe conventional

112

construction is difficult and prefabricated structures are cost and time efficient. We expect that the continuing demand for rural education, sanitation and healthcare in India will drive the expansion of this business. We also expect our industrial custom moulding business to grow as we continue to focus on environmentally-friendly products and solutions.

In order to capitalise on the opportunities in high growth businesses, we have completed the expansion of our manufacturing capacities in a targeted manner to address emerging demand, leverage economies of scale and widen geographic presence. This includes a new plant at Kalol in relation to our monolithic construction business, capacity expansion of our prefabricated structures manufacturing facilities at Kalol along with the purchase of imported machinery for our building materials and custom moulding business and replacement of old rock and roll machines in relation to our custom moulding business across our plants in India. Further, we have commissioned a new plant at Namakkal in connection with our prefabricated business as well as plants at Nagpur and Namakkal in relation to our custom moulding operations. We are also in the process of setting up a new manufacturing facility in Uttar Pradesh to cater to the market for retail custom moulding products. In addition, we propose to modernise and upgrade the technology used in various departments of our textiles business. We further propose to implement a franchise-based model in relation to our home interior products to expand our reach and offer customised solutions.

Continued focus on innovation

We believe that we have been able to evolve with the requirements of the market, and that we have a well established track record of successfully introducing and developing the markets for new products in the plastics industry in India. Some of the products our building materials and custom moulding business has introduced and developed include monolithic constructions, prefabricated bunk houses, sandwich panels, packaged waste water treatment solutions, moulded biogas units, septic tanks and solid waste management products. Our textiles business also has a long history of introducing new and innovative products such as jacquards and corduroys to the Indian market.

In relation to our building materials and custom moulding business, we have recently introduced sandwich panels into our product portfolio, and we believe that there will be growing demand for this product from the building and construction sector. Further, we have upgraded the machinery at our custom moulding manufacturing facilities in India with modern rotational moulding technology for benefits in cycle times, production rates and consistency in products, and have introduced blow moulding technology in relation to our water storage tanks to broaden our product portfolio, while growing the market for these products by expanding into tier-II and tier-III cities in India. Going forward, we plan to develop fashionable and eco-friendly products, as well as home furnishing products with different finishes and new textile products such as 100% cotton jacquard napkins, piece dyed jacquard and plain upholstery and fabric for automobiles.

Leverage acquisition-related synergies

We propose to leverage our global footprint to encourage collaboration between our various subsidiaries to enhance technology-sharing and identify potential labour arbitrages and other synergies. We believe this will enable us to take advantage of our global footprint, industry knowledge and expertise to identify cross-selling opportunities for our existing product portfolio in various markets to the global customers of our overseas subsidiaries, as well as to expand our geographical coverage and customer-base by venturing into new territories. With low value-added products being manufactured in India and our European operations focusing on manufacturing high value-added products, we believe we will be able to achieve margin improvement in both geographies, with the ultimate aim of shifting a greater proportion of manufacturing operations to lower-cost centres such as India to service our global clients.

Focus on projects with high cash flow visibility for our monolithic construction business

In order to take advantage of the growing demand for social infrastructure in India, we propose to focus the growth of our monolithic construction business in projects and geographies which we believe offer high visibility of cash flows and faster payment cycles. Towards this end, we will seek to increase our involvement in State Housing Board projects that promise speedier approvals and efficient budgetary fund allocation, as well as LIG and MIG housing projects. We will also seek to acquire projects that involve larger constructions in order to develop our execution capabilities and our technical qualifications for larger projects. Our goal is to grow this business line in a strategic manner, overcoming the current cash flow difficulties that it faces due to

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Governmental policy considerations, while contributing to the overall social infrastructure growth of the country.

Maintain the assurance of excellence associated with our brands

We believe that the “Sintex” brand is associated with excellence in our products. Our textiles business caters to the high end segment of the textile industry in India and in the international market and a number of our customers provide textiles to some of the most well recognised brands in the textiles industry, both in the domestic and international markets.

We believe that our water tanks business has also given us brand recognition in India. We intend to leverage this brand recognition. In order to realise this intent, we have and intend to continue to invest in modern facilities to produce innovative products in an efficient manner.

Corporate Structure

* With the option to increase our stake to 51%.

History

1931-74

• Incorporated as The Bharat Vijay Mills Limited in June 1931;

• Composite mill established in Kalol, Gujarat;

1975-90

• Manufacturing of plastic moulded polyethylene liquid storage tanks commenced;

• Diversified product range by introducing new plastic products like doors, windows, frames and pallets;

• Introduced quality corduroy fabrics in India in April 1981;

• Structured yarn dyed business was commenced;

Sintex Industries Limited, India

Sintex Holdings BV,

Netherlands

Bright AutoPlast

Limited, India

Zep Infratech

Limited, India

Sintex Infra Projects

Limited, India

Sintex Holdings USA, Inc.

Sintex

Industries

UK Ltd

Sintex

France

SAS

Sintex

Austria

B.V.

Amarange

Inc., USA

Zillion

Infraprojects

Private Limited,

India

100% 100% 100% 100%

100% 100% 100% 100% 30%*

Wausaukee

Composites,

Inc. USA

Nief Plastic

S.A., France

100% 100%

100%

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1991-2000

• Name changed to Sintex Industries Limited in June 1995;

• Manufacturing of products such as SMC moulded products, pultruded products, resin transfer moulded

products and injection-moulded products was commenced;

• Modernisation and expansion of the textile unit including establishment of captive power plant;

2001-2004

• Production of prefabricated structures for classrooms, booths, kiosks and office rooms was commenced;

• Licensing agreement with Containment Solutions Inc. for sub-surface and underground water and fuel

tanks;

2005-2008

• Entered the housing sector with monolithic construction;

• First acquisition by purchasing 74 % stake in ZIL;

• First international acquisition by acquiring 81 % stake in WCI;

• Acquired 100 % stake in Nief Plastic, a French company;

• Acquired automotive business division of Bright Brothers Limited;

• WCI acquired 100 % stake of its competitor, Nero Plastics;

2008 till date

• Completed the acquisition of 100% stakes in WCI and ZIL;

• Bright AutoPlast’s second Chennai plant commenced operations in June 2009;

• Acquisitions of AIP Sas., SICMO Sas. and SIMOP Sas. by Nief Plastic;

• New plants commissioned at Namakkal and Nagpur.

Acquisitions

Since 2006, we have acquired several entities and manufacturing operations both in India and overseas. These include the acquisition of ZIL, WCI and Nief Plastic, as well as the acquisition of five manufacturing facilities of Bright Brothers Limited. Further, we have acquired 30% of the equity shareholding of Durha Constructions Private Limited (now renamed as Zillion Infraprojects Private Limited, “ZIPL”), which is engaged in civil and mechanical construction in the infrastructure sector. ZIPL is engaged in several large infrastructure projects.

We believe that we have been successful in identifying acquisition opportunities that offer us synergies and provide us the leverage to expand the scope of our operations. For example, our acquisition of WCI provided us with a channel for front-end marketing of our product portfolio in the U.S.A.. We also gained access to WCI’s advanced plastic processing technologies and processes in relation to highly engineered composite components, as well as their customers in the construction equipment, mass transportation, wind energy and medical imaging sectors. Similarly, our acquisition of Nief Plastic provided us access to the European market and its existing customer-base in the region, as well as its manufacturing technologies and processes such as injection of thermoplastics and precision moulding. Nief Plastic’s subsequent acquisition of AIP Sas. has provided us access to the aerospace sector, while its acquisitions of SICMO Sas. and SIMOP Sas. have given us access to customers such as doormatix, personal care product and modem manufacturers. Nief Plastic has also recently acquired the assets of Poschmann Germany, providing it access to the customer base of that entity, which includes major European automobile manufacturers and electrical equipment manufacturers. Further, our acquisition of five manufacturing facilities through Bright AutoPlast provided us access to automotive composite manufacturers as customers for cross-selling opportunities, and new products and technologies such

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as specialised injection moulded plastic components, vacuum forming, polyurethane (“PU”) foaming and ultrasonic and hot plate welding.

We have sought to integrate these acquisitions in various ways, including through the establishment of Bright AutoPlast’s Chennai manufacturing facility in conjunction with technical advice from Nief Plastic and the development of Schneider as a customer of Bright AutoPlast in India, leveraging on Nief Plastic’s relationship with Schneider in Europe. We intend that Bright AutoPlast will continue to expand its manufacturing capabilities and product range in conjunction with Nief Plastic and WCI, in order to establish it as a lower-cost manufacturing centre for our global customers as well as to target new customers by introducing the manufacturing of products such as medical imaging equipment, industrial truck and tractor equipment and mass transit components.

Building Materials and Custom Moulding

Overview

Our building materials and custom moulding business was established in 1975 and commenced commercial operations with the manufacture of one-piece moulded polyethylene industrial water storage tanks known popularly as “Sintex” water tanks at our manufacturing facility in Kalol. Gradually, we extended our geographical reach and our building materials and custom moulding business currently has manufacturing facilities at 16 locations in India. In addition, we have nine manufacturing facilities in France and one each in Germany, Poland, Hungary, Slovakia, Morocco and Tunisia, as well as four manufacturing facilities in the United States.

Our building materials and custom moulding business is engaged in the manufacture of thermoplastic moulded, extruded thermoformed and SMC/pultrusion products.

We are one of the leading players in the Indian plastics industry with operations in multiple locations across India, resulting in a nation-wide presence. We have maintained our leadership by graduating from basic product manufacture to customising innovative solutions for our customers. We believe we have capitalised on the favourable industry environment through aggressive expansion of our geographical presence and modification of our product categories to meet the industry and consumer demand.

We manufacture a number of different types of plastics and related products of various shapes at our manufacturing facility at Kalol, and have thus graduated from a manufacturer to an integrated solutions provider. Our product mix primarily comprises:

• prefabricated structures;

• monolithic constructions;

• water tanks, FRP tanks and waste management solutions;

• industrial custom moulding; and

• retail custom moulding.

The plastics processing industry in India largely consists of disparate entities with a large number of plastics processor companies across India. For a number of years, we earned high margins largely arising from sales of our overhead water tanks. However, margins began to decline as smaller and regional competitors introduced similar products to the market. In line with our growth strategy, we have entered into other lines of innovative and specialised product applications. Prefabricated products, monolithic construction and industrial custom moulding products are some examples of our successful product launches.

For Fiscals 2011 and 2012 and the six month periods ended September 30, 2011 and 2012, approximately 89.3 % (ì 40,461.7 million) and 88.4 % (ì 39,833.2 million), and 89.2% (ì 20,452.4 million) and 89.6% (ì 20,517.4 million), respectively, of our total revenue was accounted for by our plastics segment, which comprises our building materials and custom moulding businesses.

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For Fiscal 2012, the segment revenue of our plastics segment decreased by 1.6 % compared to Fiscal 2011, while for the six month period ended September 30, 2012, the segment revenue of our plastics segment increased by 0.3% compared to the six month period ended September 30, 2011.

Our building materials and custom moulding business’ growth is largely attributable to our entry into the international market, the launch of new products, the extension of our existing product range and the development of new markets.

Products

Prefabricated Structures

We introduced prefabricated structures in India in 2000. Prefabricated structures, which are essentially building structures fabricated in the factory, have been used globally for a large variety of applications including both temporary and permanent residential, industrial and commercial structures. The prefabricated structures offered by us use honeycomb concrete between plastic channels, making them light and easy to transport and set up without reducing overall strength. Prefabricated structures can be utilised for creating small structures at multiple locations. These products are structures made out of plastics, concrete and related material. Recently, we have also expanded into the manufacture of sandwich panels in our prefabricated structures business.

We deliver prefabricated structures as turnkey projects with end to end involvement in the business, from manufacturing to execution of logistics and installation of the prefabricated structures.

For Fiscals 2011 and 2012 and the six month periods ended September 30, 2011 and 2012, prefabricated structures accounted for 14.2% and 16.0%, and 13.8% and 17.6%, respectively, of our total revenues. This business grew appreciably as its acceptance extended across school buildings, army shelters, remote housing, BT shelters for telecommunications towers and toilet blocks. The National Rural Health Mission programme (“NRHM”) implemented across India has also resulted in an increase in demand for prefabricated structures.

Our prefabricated structures are available in various types and designs, and find diverse uses, including temporary, semi-temporary and permanent structures. The prefabricated structures business can be divided into various sub-segments based on the various end uses that the structures are put into, each having its own unique set of specifications.

Some of the most common uses for prefabricated structures in India are:

• Public healthcare centres, schools and public administration buildings in remote locations and which are

primarily used in relation to the economically weaker sections of society;

• Bunk houses; and

• Portable toilets.

We believe that the prefabricated structures business is an execution led business. The key to profitability in this business lies in devising an intelligent erection strategy to enable faster installation and building a trained workforce to deliver the product seamlessly. In accordance with this requirement, our manufacturing facilities for prefabricated structures are in five locations across India to maximise the area under the coverage for such products.

The Government, as part of its Common Minimum Programme, has committed itself to accelerating spending on education, healthcare and sanitation infrastructure. Prefabricated structures have been utilised for rural healthcare, education infrastructure and sanitation centres and we expect that these areas have the potential to create growth in demand for prefabricated structures over the next few years. The principal demand originates from various government agencies and corporates and we believe we are well-positioned to tap into this growth. We expect that the sales generator for prefabricated structures will initially comprise the rural markets in India. As prefabricated structures have many other applications, demand has arisen from private corporations and we cater to the growing demand from the power sector.

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Details of the key products of our prefabricated structures business are set out below:

School and healthcare centre structures: Prefabricated structures are considered the most cost-effective solution in rural areas and difficult terrains, given the logistical problems associated with conventional constructions and the technical superiority of prefabricated structures. We focus on small and medium-sized structures which can be erected for diverse application, providing greater opportunities.

During Fiscal 2012, we have marketed prefabricated structures such as those which have application in forest and tribal areas, namely ‘gurukuls’ (learning centre), as well as complete university campuses which include the main building, hostels, canteen, toilets and annex structures.

Sandwich panels: We have recently introduced sandwich panels into our product portfolio and believe that there is growing demand for sandwich panels in Government projects and in the building and construction sector. The sandwich panels are made of colour-coated steel and polyurethane foam (“PUF”), concrete or other fillers as packing material to provide insulation. We manufacture a variety of sandwich panels, which can be used as walls, internal partitions and roofing. Sandwich panels are suited for warehousing and cold storage purposes due to their insulation property. We see potential in the cold chain infrastructure business in India. ZIL has started manufacturing refrigerated bodies, vans and visi coolers, to focus on warehouses and the cold chain management business in semi-urban and rural areas in India.

Bunk Houses: We started our prefabricated bunk houses business in 2005. Prefabricated bunk houses are suited for all types of housing and commercial applications. They are fully furnished and equipped with modern facilities for housing and commercial applications. Bunk houses can be utilised for project offices, site offices and residential units for long-gestation projects, namely power, infrastructure, large civil projects and mega industrial projects, including oil exploration activities.

Factory-made Doors/Plastic Boards: In the factory-made doors (“FMD”) segment, we believe that we are one of the leading manufacturers in India providing pre-assembled, ready-to-fit, do-it-yourself kit doors. Products are targeted primarily towards low cost homes, schools and relief shelters.

The FMD segment’s growth has stabilised. The primary reason is the lack of standard-size specifications for doors and windows for a typical construction in India (especially low-end construction, where plastic doors are used). However, we expect that incremental demand potential could be significant as there is an increase in new construction activity in India which we believe is moving towards standard specifications for doors and windows.

Panel tanks: Panel tanks are light weight, durable and easy to install, and are capable of storing water in different climates and at different temperatures. They have various applications, including use in rural, semi-urban and urban water supply schemes, water storage in difficult terrains, overhead water storage in multi-storied buildings, water and waste storage in effluent treatment plants and water storage in chemical, pharmaceutical and corrosive product industries. Monolithic Construction In 2007, we introduced a new line of housing solutions to address mass and low cost housing needs in India, which we term “monolithic construction”. Monolithic construction has the following features:

• fabrication using a unique work system;

• casting of all four walls and slab together; and

• the facility to be used in single or multi-storeyed construction.

Monolithic concrete construction is a method by which walls and slabs are constructed together by pouring fluid cement concrete into a light-weight formwork system while using nominal quantities of metallic reinforcement bars for strength and stability. Our monolithic construction projects include an on-going township development for a housing authority in Delhi. Our Subsidiary, Sintex Infra Projects Limited, has entered into an engineering, procurement and construction contract in September 2011, in relation to setting up of a 2 x 150 MW thermal power project in Dhule with Shirpur Power Private Limited. The value of the contract is Rs. 13,000 million. Sintex Infra Projects Limited has sub-contracted a part of the work comprising of erection, testing, commissioning and supply of boiler, turbine & generator package to Bharat Heavy Electricals Limited in November, 2011.

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The advantages of monolithic construction compared to conventional concrete construction are its lower pricing, quick turnaround time, rigorous seismic and windspeed resistance, waterproofing and fire-safety. Monolithic construction can deliver multistoried buildings on a large scale with high structural strength. In addition, it involves lower construction costs for multistoried structures, limited skilled workforce requirement, lower maintenance costs and is environmentally friendly. Accordingly, we believe that monolithic construction is ideal for use in slum redevelopment. We are also developing dual-tech housing solutions for rural areas, which are a combination of monolithic constructions and sandwich panels. For Fiscals 2011 and 2012 and the six month periods ended September 30, 2011 and 2012, monolithic constructions accounted for 29.5% and 24.1%, and 24.5% and 20.0%, respectively, of our total revenues.

Water Tanks and Underground FRP Tanks

We are a household name in India with instant recall primarily due to our legacy in the overhead tanks business. We have two distinct brands of water tanks, namely: Sintex and Reno, operating at different price points.

The market for overhead water tanks is a penetrated and mature market in the urban and semi-urban areas. Furthermore, replacement demand for the product is not high since the operating life of an overhead tank is at least 17 to 18 years. As a result, the growth rate in the water tanks business is lower for us than the growth rate in the economy.

In view of the relatively low growth rate in the water tanks market, we entered into the manufacture of underground FRP tanks. Globally, diesel, petrol, gas and other hazardous chemicals are stored in underground FRP tanks. Currently, a substantial part of the fuels in India is still stored in concrete underground tanks, which results in a number of maintenance issues. The existing concrete underground tanks are reinforced with steel rods that corrode rapidly, and have to be maintained regularly (the concrete underground tanks have to be emptied in order to treat the tanks with red oxide). The use of FRP tanks for storing fuels circumvents these problems faced by concrete tanks because FRP tanks do not corrode or degrade easily and are generally maintenance free. We also manufacture FRP tanks for the storage of water.

Industrial Custom Moulding

Industrial custom moulding products are designed specifically to meet client requirements. This business segment leverages on a range of production processes that we possess to produce customised products for customers such as original equipment manufacturers (“OEMs”), including multi-national companies (“MNCs”). The products include customised components for the automotive sector and electrical products such as meter boxes, junction boxes and distribution boxes. Our overseas subsidiaries also produce a range of components for use in the aerospace, defense, mass transport, medical imaging and agricultural equipment sectors.

We believe that government programmes such as the Rajiv Gandhi Grameen Vidyutikaran Yojana, which is a rural electrification programme, and the Restructured Accelerated Power Development and Reforms Programme, which primarily aims at reforms in electricity distribution, mainly by reducing aggregate technical and commercial losses in urban areas, will result in substantial demand for electrical accessories. With respect to the transmission and distribution of electricity, we manufacture tamper-proof SMC meter boxes, enclosures for meters, polymeric insulators and cross arms for power transmission grids

The auto components business leverages a number of our relationships with domestic and multinational OEMs, while our electrical products business services State Electricity Boards and discoms in India.

The industrial custom moulding business model has characteristics that are similar to auto ancillary companies:

• acquiring business for a new client is difficult as every component is critical and hence performance track

record and quality parameters have to be well established;

• a client typically stays with the vendor for as long as it shares product specifications with the component

supplier; and

• contracts are typically long-term and ramp-ups can be significant as the relationship progresses.

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We typically work on longer-term contracts with MNCs to produce custom-made industrial products. Industrial custom moulding is a stable source of revenue for us. It takes approximately two to three years to establish a client account and even longer for a ramp-up, but contract terms are exclusive and typically long-term.

We believe that the recent increase in investments in the power sector, especially in the modernisation of the existing transmission and distribution infrastructure, has resulted in a large demand for electrical accessories. We plan on tapping this market by leveraging our existing customer base consisting of both state electricity boards and private power generating companies. In order to meet this growing demand, we plan to expand our electrical products manufacturing capacity. In addition, to tap the large potential in the Indian automotive sector for plastic, we plan on increasing the number of products we produce.

Details of the key products of our industrial custom moulding business are set out below:

Meter Boxes, Loop-in Loop-out Boxes, High Voltage Accessories and Distribution Boxes: In relation to these products, we have extended our reach across geographies and executed contracts for various power sector utilities in Karnataka, Andhra Pradesh, Uttar Pradesh, Delhi and Madhya Pradesh. We were awarded our first order for distribution boxes from a power utility in Maharashtra. We have also put up a production line in Kutch for high voltage accessories like polymeric insulators which replace obsolete insulators earlier used in transmission line towers. Polymeric insulators are light in weight, durable and coated with silicon rubber to avoid water accumulation during rains thereby avoiding short circuits.

Insulated boxes and pallets: We manufacture speciality products like insulated boxes and pallets, which are primarily exported to Australia. We have expanded our product range, offering boxes with capacities of up to 1,000 litres, which addresses requirements in food processing, fisheries, ice-cream, soft drinks and related industries. Recently, we have realigned our marketing strategy to position insulated boxes as part of our cold chain management solution – a sector that we believe is high in Government policy priorities. This allows us to promote insulated boxes through government programmes such as the NRHM. In Fiscal 2012, we undertook a number of initiatives which promise to increase product off-take in the coming years, including strengthening the visibility of our boxes in Tier-II and III towns and rural areas facing acute electricity shortage to store perishable commodities; marketing the boxes to Government agencies for their vaccination programmes; and marketing of boxes to fishermen on the east cost of India. We have also remodeled the boxes to match specific customer requirements. In addition, we widened our exports to avoid dependence on a single geography.

Plastic Pallets: We believe that the growing distances between manufacturing and consuming areas, increased manufacturing volumes, improved material handling systems, greater reliance on the hub-and-spoke distribution model for a pan-India presence and larger warehousing needs has seen a growth in the demand for pallets. We manufacture lightweight, cost-effective and customised plastic pallets, catering to various industries such as pharmaceuticals, automotive, electrical, engineering, textiles, fisheries, logistics and warehousing. In Fiscal 2012, we segregated our product portfolio into four categories: (a) Pharma pallets: Uniformly moulded pallets, these products have no welds or joints and meet good manufacturing practices; (b) Dynamic pallets: These products are customised for racking and packing; (c) Export pallets: These are specially designed light pallets for exports; and (d) Poly pallets: These pallets are for non-pharma industry applications.

Retail custom moulding

We have expanded our manufacturing activities into waste management solutions, which we believe is currently an unstructured and unorganised business segment in the plastics industry. We have recently commenced the production of diversified products under this business line, including packaged waste water treatment solutions and moulded biogas units. This business line also produces septic tanks, underground tanks and manholes. Septic tanks include packaged septic tanks for individual houses as well as larger capacity community septic tanks.

We have created a decentralised packaged waste water treatment solution from managing liquid waste between 1,000-6,000 liters. This solution is specifically targeted at gated-community projects and at urban and Tier-I cities. The benefits of this solution are that it treats liquid waste at the generation point and facilitates water recycling for all purposes except human consumption; it eliminates the electricity cost of pumping liquid waste from the periphery to the centralised waste treatment facility; and it reduces the load of pollutants at centralised waste management plants. We have successfully marketed these products to state agencies and private builders. We also created a special marketing team to strengthen the awareness of this solution among builders, architects, consultants and government agencies.

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We also manufacture products for solid waste management which are distributed to municipalities across India. The products include storage bins of various sizes for diverse applications such as push carts, dumpers and containers and composting bins. In addition, we manufacture portable, prefabricated and moulded biogas plants in India. This unique solution is perfectly suited for Indian villages which have a lack of basic utilities, primarily electricity, as well as dairies. This product has received clearances from the Central and certain State Governments as it provided energy to rural areas. During Fiscal 2012, we have distributed this product across Gujarat, Maharashtra, Karnataka, Tripura and Kerala.

Distribution and Marketing

Our building materials and custom moulding business sells its products primarily through distributors and retailers. Our building materials and custom moulding business has a wide marketing and distribution network throughout India through its main operations office in Kalol and its sales and support offices located in 18 cities, each headed by a branch manager or area manager or regional manager, throughout India. Most sales of plastic products are made on the basis of spot or short-term contracts.

Raw Materials

For Fiscal 2012 and the six month period ended September 30, 2012, approximately 62.1% and 60.7%, respectively, of our total expenses was the cost of materials consumed, principally arising from purchases of PVC resins, plastic granules (including high density polyethylene (“HDPE”), linear low density polyethylene (“LLDPE”) and other oil-based raw materials), PU, steel coils, glass fiber and resins and powder. For Fiscals 2011 and 2012 and the six month periods ended September 30, 2011 and 2012, the amount of plastic resins, granules and powder consumed by us amounted to ì 11,599.5 million and ì 12,437.4 million, and ì 6,851.7 million and ì 6,293.2 million, respectively.

Our building materials and custom moulding business obtains substantially all of its PVC resins, plastic granules and powder on the basis of spot market purchases.

Competition

Our competitors largely consist of disparate entities with a large number of plastic processing companies located across India. There are limited barriers to entry into the plastics industry and it is not difficult for other companies to compete with us. In recent years, our building materials and custom moulding business has responded to increased competition by diversifying its products and increasing its complementary products mix, introducing pioneering plastics products and also venturing into new business segments. In the domestic market, our building materials and custom moulding business increasingly competes on the basis of product quality, manufacturing flexibility, delivery time and customer service as well as price. In the international market, we believe that the principal competitive factor, in addition to price and product quality, is the ability to export superior plastic processing technology and services into emerging markets.

Power

As of the date of this Placement Document, we have the capacity to generate 100% of the power we require at our manufacturing facility in Kalol. However, when it is economically beneficial, we procure power on a merchant basis. Our building materials and custom moulding business’ power requirements at facilities in other locations in India are met through the purchase of electricity from various Indian electricity boards.

Textiles

Overview

Our textiles business manufactures 100 % cotton/blended fabrics for shirting, suiting and dress materials. We are also known for the quality of our corduroy cloth. Our textiles business has a composite textile mill with modern equipment which manufactures fabric for premium retail garment manufacturers. We market the products under the brand name “BVM”.

Our business model in the textiles business focuses on manufacturing structured fabric used for high-end fashion shirting. Since 2000, we have evolved our textiles business model to take advantage of the niche structured fabrics market. All our manufacturing facilities for our textiles business have been modified over the last five

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years to cater especially to structured fabrics and we have replaced shuttle looms with shuttleless looms like rapier and air jet machines, which are specifically designed to produce structured fabrics and corduroys. However, the sale of structured fabric offers considerably higher realisations as structured fabric sells in small lot sizes and requires a high degree of designing skills. Europe is the typical export destination for these structured fabrics.

We have developed the skill to produce structured fabric with super fine yarn count. We have also developed expertise in a number of finishes like nano finish, 3X dry, active fresh, vitamin E and coated fabric.

For Fiscals 2011 and 2012 and the six month periods ended September 30, 2011 and 2012, approximately 9.7% (ì 4,375.3 million) and 10.4 % (ì 4,702.3 million), and 9.8% (ì 2,237.8 million) and 9.9% (ì 2,273.5 million), respectively, of our total revenues came from our textiles segment. For Fiscal 2012 and the six month period ended September 30, 2012, segment revenue from our textiles segment increased by 7.5 % and 1.6%, respectively over the previous relevant period.

Our textiles business’ growth over the past year was attributable to an increase in demand from both domestic as well as international markets, a favourable response to our entry into the ready-to-stitch fabric segment and the expansion of our product portfolio in the ladies wear segment.

Products

Yarn

Yarn is the basic raw material in the production of woven cloth. We currently produce a broad range of yarns, including dyed yarns and various types of speciality yarns. These yarns are used internally for making dyed and yarn dyed structured fabrics and are also be sold to third parties.

Corduroy

We believe that we are one of the leaders in the corduroy segment in India. We currently produce a broad range of corduroys, including yarn dyed corduroy and pima cotton yarn-based corduroy.

Structured Fabrics

We currently produce a broad range of structured fabrics, including Dobbies, Jaqard, Leno, Double Beam and Double Creel.

New Products and Developments

We propose to develop new fashionable and eco-friendly products in our textiles business. We further propose to expand into the production of new products such as 100% cotton jacquard napkins, piece dyed jacquard and plain upholstery (blended and 100% polyester), yarn dyed jacquard upholstery, piece dyed fancy jacquard curtains, yarn dyed fancy jacquard curtains (silk imitation) and fabric for automobiles, with matching products in the home furnishings segment to enable cross-selling.

Distribution and Marketing

Our textiles business markets primarily through its own source, office and appointed independent marketing agents both in the international and in domestic markets. In the domestic market, we have regional offices in Delhi, Mumbai, Bengaluru and Chennai as these are major garments sourcing centres. We also have direct links with many buying houses and manufacturers in Italy.

Raw Materials

The principal raw materials of our textiles business are cotton, yarn and unfinished fabric, which are purchased from third parties (grey purchases).

We obtain the cotton and yarn we require primarily from Gujarat, and the neighbouring states of Rajasthan, Madhya Pradesh and Punjab. As a matter of policy, we purchase approximately half of our cotton requirements through the futures market and adjust our inventory levels based on trends in the cotton market.

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We maintain an inventory of cotton sufficient to cover two to three months of production of our textiles at all times.

Competition

In recent years, our textiles business has responded to increased competition by emphasising on speciality products. In the domestic market, our textiles business increasingly competes on the basis of product quality, manufacturing flexibility, delivery time and customer service with other Indian manufacturers and low-cost yarn producers in the People’s Republic of China (“PRC”). We believe that we are one of the largest exporters of corduroy in India. In the international market, we believe that the principal competitive factors, in addition to price and product quality, are awareness of fashion trends and ability to respond to buyer orders quickly and in quantity. Our principal competitors in the international markets are manufacturers located in the PRC, Europe, the U.S.A and other Asian countries such as Pakistan, Bangladesh and Thailand.

Power

As of the date of this Placement Document, we have the capacity to generate 100 % of the power we require at our Kalol manufacturing facility. However, when it is economically beneficial, we procure power on a merchant basis.

Environmental Protection

We are subject to regulation by various pollution control boards in India. These state pollution control boards, from time to time, inspect operations at our manufacturing facilities for compliance with relevant environmental laws and regulations, including the Air Act, the Water Act or the Hazardous Wastes Rules. We are committed to maintaining appropriate environmental controls in all of our plastics processing facilities and utilise manufacturing processes that generate minimal waste and emissions. All our building materials and custom moulding businesses are in compliance with all material environmental regulations.

In the textiles industry, we consistently import and utilise chemicals and dyes from international suppliers certified as environmentally non-hazardous, and have also set up a modern effluent treatment facility at Kalol, for getting the effluent treated and to maintain the quality of effluents as per environmental norms. We believe that our textiles business is in compliance with all material environmental regulations. In case of the imposition of stricter environmental norms in the future, we would be required to comply with such norms, which may entail additional expenditure on environmental protection measure.

We believe that Nief Plastic and its subsidiaries do not currently require permits or other approvals under applicable environmental, public health and safety legislation to operate their respective businesses/facilities. Applicable environmental, public health and safety legislation could change in the jurisdictions where Nief Plastic and its subsidiaries operate that would require permits or administrative authorisations to pursue Nief Plastic and/or its subsidiaries' businesses. Any failure to secure these permits or authorisations in a timely manner could prevent Nief Plastic and any of its subsidiaries from pursuing some of their respective current or planned activities, which may have a material adverse effect on our results of operations, financial condition and prospects.

Principal Production Facilities

Our principal production facilities in India are all wholly-owned by us. We have 35 manufacturing facilities, with 19 located outside India. The building materials and custom moulding business’ manufacturing facilities are located at Kalol, Kolkata, Daman, Chennai, Bengaluru, Noida, Nasik, Nagpur, Namakkal, Nalagarh, Pithampur, Pune, Salem, Sohna and Bhachau, in India. At our manufacturing facility in Kalol, we have developed the capability to manufacture plastics using multiple manufacturing processes which enables us to produce the entire range of our building material and custom moulded products in one location. Kalol is also our primary base for textile production. In addition, we have nine manufacturing facilities in France and one each in Germany, Poland, Hungary, Slovakia, Morocco and Tunisia, as well as four manufacturing facilities in the United States.

In recent years, our textiles business has been implementing cost saving measures by integrating stages of the spinning process into continuous production lines, thereby reducing the amount of labour required in production. In the past, our textiles business has increased the efficiency of its spinning operation without

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sacrificing production volume by reducing the aggregate number of spindles. This has been accomplished by phasing out older equipment and retooling some of the remaining equipment to increase productivity and adapt to changes in product mix.

Maintenance

We have a major maintenance schedule for our production equipment in order to stagger maintenance shut-downs of our major equipment and production lines to allow for consistent levels of production. We determine the appropriate major maintenance schedule for each equipment and production line on the basis of manufacturers’ recommendations, the results of regular equipment checks and, in some cases, continuous computer monitoring of the equipment. Minor maintenance not requiring facility shutdown is carried out by our maintenance staff on an on-going basis.

Land Holdings

As at September 30, 2012, on a stand alone basis, the total book-value of the lands owned by Sintex Industries was ì 671.2 million.

Trade Marks and Patents

As of the date of this Placement Document, we own five trademarks, namely, “Sintex, “Reno, BVM, “

BVM Corduroy” and “TintoFilo” which have been registered in India, under different classes. We does not

possess and have not applied for any other intellectual property.

We generally use our own technology for the production of plastics, although we sometimes enter into joint ventures for the production of specialty plastics products such as the underground FRP tanks.

Employees and Labour Relations

As at September 30, 2012, we had approximately 4,829 employees in India.

Each manufacturing facility has its own labour union which negotiates incentive payments and issues affecting workers with our management. We believe our relations with employees are generally good.

Insurance

We maintain a directors and officers liability insurance policy with Tata AIG General Insurance Company Limited and are in the process of renewing this policy. We also maintain a business interruption insurance policy with United India Insurance Company Limited which covers physical damage from acts of terrorism or sabotage.

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BOARD OF DIRECTORS AND SENIOR MANAGEMENT Our Board Our Board has a Non-Executive Chairman. At present, the Board consists of 11 Directors, of whom six are independent, non-executive Directors, two are non-independent, non-executive Directors and three are executive Directors. Our Company believes that the Board has an appropriate mix of executive and independent Directors. Our Board held four meetings during the period from April 1, 2011 to March 31, 2012. Our Board constituted an Audit Committee, a Remuneration Committee and an Investors’ Grievances Committee on October 31, 2001, January 24, 2002 and October 31, 2001, respectively. None of our Directors is a member on more than 10 committees or a chairman of more than five committees (as specified in Clause 49 of the Listing Agreement with the Stock Exchanges) in any of the companies in which he is a director. As per our Articles of Association, we are permitted to have a maximum of 13 directors on our Board and we currently have 11 Directors on our Board. Our Articles of Association permit certain investors to appoint one or more Directors to our Board of Directors while any amount due is outstanding to them. Further, our Board of Directors may appoint any person as an additional director, but such additional director shall hold office only up to the date of the next Annual General Meeting unless appointed by our shareholders. Our Articles of Association allow the Board of Directors to appoint an alternate director to act as a director during his or her absence for a period of not less than three months from the state in which Board meetings are ordinarily held. Pursuant to the Companies Act, not less than two-thirds of the total number of our Directors shall be persons whose period of office is subject to retirement by rotation and one-third of such Directors, or if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office at every Annual General Meeting. The directors to retire are those who have longest held their office since their last appointment. A retiring director is eligible for re-election. Our Directors are not required to hold any qualification shares. The following table sets forth details regarding the Board of Directors as at the date of this Placement Document:

Sr. No. Name Designation Date of Original Appointment to

the Board

Date of expiry of current office

1. Dinesh Patel Non-Executive Chairman August 25, 1972* Retirement by rotation

2. Arun Patel Non-Executive Vice Chairman August 25, 1972* Retirement by rotation

3. Ramniklal Ambani Independent & Non-Executive Director

November 23, 1994 Retirement by rotation

4. Ashwin Shah Independent & Non-Executive Director

January 24, 2002 Retirement by rotation

5. Rooshikumar Pandya Independent & Non-Executive Director

January 31, 2003 Retirement by rotation

6. Indira Parikh Independent & Non-Executive Director

August 27, 2003 Retirement by rotation

7. Rajesh Parikh Independent & Non-Executive Director

May 1, 2004 Retirement by rotation

8. Lavkumar Kantilal Independent & Non-Executive Director

May 1, 2004 Retirement by rotation

9. Rahul Patel Managing Director (Group) October 21, 1993 October 20, 2013

10. Amit Patel Managing Director (Group) October 21, 1993 October 20, 2013

11. Satyanarayan Dangayach

Managing Director June 7, 1995 June 6, 2015

* With effect from October 12, 2012, Dinesh Patel and Arun Patel have ceased to be Executive Directors of our Company and continue as Non-Executive Chairman and Non-Executive Vice Chairman of our Company, respectively.

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Relationship between the Directors Except as disclosed below, none of our Directors are related to each other:

Sr. No. Name Nature of relationship

1. Dinesh Patel Father of Amit Patel

2. Arun Patel Father of Rahul Patel

3. Rahul Patel Son of Arun Patel

4. Amit Patel Son of Dinesh Patel

Brief Biography of our Directors Dinesh Patel, Non-Executive Chairman, aged 77, is an industrialist. Along with his brother, Arun Patel, he took over the management of Sintex Industries Limited (formerly known as The Bharat Vijay Mills Limited) in 1955. He has over five decades of experience in the textiles and plastics industries. Currently, he is the Non-Executive Chairman of our Company. Arun Patel, Non-Executive Vice Chairman, aged 77, is an industrialist. Along with his brother, Dinesh Patel, he took over the management of Sintex Industries Limited in 1955. He has varied experience in the textile and plastics industries and is the Non-Executive Vice-Chairman of our Company. Ramniklal Ambani, Non-Executive Independent Director, aged 88, is an industrialist with general business experience. Ashwin Shah, Non-Executive Independent Director, aged 76, is a legal advisor and practicing advocate. Rooshikumar Pandya, Non-Executive Independent Director, aged 72, is involved in human resource development. Indira Parikh, Non-Executive Independent Director, aged 69, was a professor in the Indian Institute of Management, Ahmedabad, and specialises in organisation development design and institution building. Presently, she is working with the Foundation for Liberal and Management Education, Pune. Rajesh Parikh, Non-Executive Independent Director, aged 58, has been working as a consultant physician for 27 years. Lavkumar Kantilal, Non-Executive Independent Director, aged 55, is an industrialist and an advisor with general business experience. Rahul Patel, Managing Director (Group), aged 52, is a Managing Director of our Company having more than 28 years’ experience in the textile and plastics industries. Amit Patel, Managing Director (Group), aged 45, is a Managing Director of our Company with an experience of 22 years in the textile, chemicals and plastics industries.

Satyanarayan Dangayach, Managing Director, aged 59, is a Managing Director of our Company and has approximately three decades of experience in the plastics industry. Borrowing Powers of our Board of Directors Pursuant to a special resolution dated September 17, 2012, passed by the shareholders of our Company, in accordance with the provisions of the Companies Act, our Board has been authorised to borrow sums of money for and on behalf of our Company, provided that the money so borrowed (apart from temporary loans obtained from time to time by our Company in the ordinary course of business) shall not exceed ` 55,000 million. Interest of our Directors

126

All of our Directors may be deemed to be interested to the extent of fees payable to them for attending Board or Board committee meetings as well as to the extent of other remuneration and / or reimbursement of expenses payable to them. Our executive Directors also may be deemed interested to the extent of remuneration paid to them for services rendered as our officers or employees. All of our Directors may also be regarded as interested in any Equity Shares and also to the extent of any dividend payable to them and other distributions in respect of the Equity Shares. All our Directors may also be regarded as interested in the Equity Shares held by, or subscribed by and allotted to the companies, firms and trusts, in which they are interested as directors, members, partners, trustees. All of our Directors may be deemed to be interested in the contracts, agreements and / or arrangements entered into or to be entered into by us with any company in which they hold directorships or any partnership firm in which they are partners. Except as otherwise stated in this Placement Document and our statutory registers, we have not entered into any contracts, agreements or arrangements during the preceding two years from the date of this Placement Document in which any of our Directors are interested directly or indirectly, and no payments have been made to them in respect of any such contracts, agreements and / or arrangements which are proposed to be made with them. Our Directors have not taken any loans from us. Shareholding of Directors The following table sets forth the shareholding of our Directors as at September 30, 2012:

Name Number of Equity Shares

Shareholding Percentage

Dinesh Patel 247,860 0.09

Arun Patel 327,710 0.12

Ramniklal Ambani Nil Nil

Ashwin Shah Nil Nil

Rooshikumar Pandya Nil Nil

Indira Parikh Nil Nil

Rajesh Parikh Nil Nil

Lavkumar Kantilal Nil Nil

Rahul Patel 497,090 0.18

Amit Patel 339,750 0.12

Satyanarayan Dangayach 20,000 0.01

Remuneration of our Executive Directors The following table sets forth all compensation paid to our Executive Directors for the fiscal year ended March 31, 2012:

Name Salary (in `)

Commission (in `)

Perquisites (in `)

Total (in `)

Dinesh Patel* 6,600,000 15,000,000 6,874,238 28,474,238

Arun Patel* 6,600,000 15,000,000 6,587,624 28,187,624

Rahul Patel 5,400,000 15,000,000 5,250,225 25,650,225

Amit Patel 5,400,000 15,000,000 5,182,444 25,582,444

Satyanarayan Dangayach 5,400,000 7,500,000 5,656,934 18,556,934

* With effect from October 12, 2012, Dinesh Patel and Arun Patel have ceased to be Executive Directors of our Company and continue as Non-Executive Chairman and Non-Executive Vice Chairman of our Company, respectively. Remuneration of our Non-Executive Directors For the fiscal year ended March 31, 2012, the non-executive independent Directors of our Company were paid an amount of ` 10,000 as sitting fees for attending each meeting of the Board and committee(s) thereof. Our

127

executive Directors are not paid sitting fees for attending meetings of the Board. Other than sitting fees, there were no material pecuniary relationships or transactions by our Company with our non-executive independent Directors. The details of sitting fees paid to our non-executive independent Directors during the fiscal year ended March 31, 2012 are as follows:

Name Sitting Fees paid during Fiscal 2012 (in `)

Total (in `)

Board Meeting

Committee Meeting

Ramniklal Ambani 40,000 10,000 50,000

Ashwin Shah 40,000 90,000 1,30,000

Rooshikumar Pandya 40,000 50,000 90,000

Indira Parikh 10,000 - 10,000

Rajesh Parikh 30,000 30,000 60,000

Lavkumar Kantilal 40,000 - 40,000

Key Management Personnel

Name Designation Date of Joining Laxmiraj Rathod Group Chief Financial Officer August 16, 1991

Sunil Kanojia Group President – Corporate February 12, 2007

Sanjib Roy Chief Executive Officer – Plastics July 27, 2000

D. N. Panda President Operations – Plastics September 2, 2011

Shashidharan B. C. President Marketing – Textiles April 12, 1999

Ashoke Maitra President Operations – Textiles February 3, 1999

Laxmiraj Rathod, Group Chief Financial Officer, aged 48, has extensive experience in the field of corporate finance, taxation and company law and has attended a number of Management Development programmes conducted by IIM Ahmedabad and other institutes. Sunil Kanojia, Group President - Corporate, aged 51, has 27 years of domestic and international experience, across industries. Sanjib Roy, Chief Executive Officer – Plastics, aged 52, is experienced in the field of plastics. D. N. Panda, President Operations – Plastics, aged 53, has over 25 years of industrial experience and his previous employers include Reliance Industries Limited and Hindustan Unilever Limited. Shashidharan B. C., President Marketing – Textiles, aged 50, has 29 years of experience in the field of marketing. Ashoke Maitra, President Operations – Textiles, aged 60, is experienced in the field of textile industries. All the above mentioned key managerial personnel are permanent employees of our Company. Corporate Governance There are five Board level committees in our Company, which have been constituted and function in accordance with the relevant provisions of the Companies Act and the Listing Agreement. These are (i) the Audit Committee, (ii) the Remuneration Committee; (iii) the Shareholders’/Investors’ Grievances Committee; (iv) the Share and Debenture Transfer Committee; and (v) the Compensation Committee. Brief particulars of each committee, its scope, and composition have been set out herein below. Audit Committee

Name of Audit Committee member

Chairman/ Member

Category No. of meetings attended

Ashwin Shah Chairman Non-Executive Independent Director Four

128

Name of Audit Committee member

Chairman/ Member

Category No. of meetings attended

Rooshikumar Pandya Member Non-Executive Independent Director Four

Rajesh Parikh Member Non-Executive Independent Director Three

Amit Patel Member Managing Director Four

Our Audit Committee met four times during the course of the fiscal year ended March 31, 2012. Scope and terms of reference The Audit Committee is constituted in line with the provisions of Clause 49 of the Listing Agreement read with Section 292A of the Companies Act. The terms of reference of the Audit Committee are as under:

(a) Oversight of our Company’s financial reporting process and the disclosure of its financial information to

ensure that the financial statements are correct, sufficient and credible. (b) Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for

payment for any other services. (c) Reviewing with the management the annual financial statements before submission to the Board, focusing

primarily on:

• Matters required being included in the Director’s Responsibility Statement for inclusion into the Board’s report in terms of clause (2AA) of Section 217 of the Companies Act.

• Any changes in accounting policies and practices.

• Major accounting entries based on exercise of judgment by management.

• Qualifications in draft audit report.

• Significant adjustments arising out of audit.

• The going concern assumption.

• Compliance with accounting standards.

• Compliance with Stock Exchange and legal requirements concerning financial statements.

• Any related party transactions, i.e. material transactions of our Company, with promoters or the management, their subsidiaries or relatives that may have potential conflict with the interests of our Company at large.

(d) Reviewing, with the management, the quarterly financial statement before submission to the Board for approval. Also reviewing, with the management, the statement of uses /application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

(e) Reviewing, with the management, performance of external and internal auditors and the adequacy of internal control systems.

(f) Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

(g) Reviewing with management, management discussion and analysis of financial condition and results of operation.

(h) Discussions with internal auditors any significant findings and follow up thereon. (i) Reviewing the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

(j) Discussions with external auditors before the audit commence, about the nature and scope of the audit as well as have post-audit discussions to ascertain any area of concern.

(k) Reviewing our Company’s financial and risk management policies. (l) To look into the reasons for substantial defaults in the payment to the depositors, debentures holders,

shareholders (in case of non-payment of declared dividends) and creditors. Remuneration Committee

Name of Remuneration Committee member

Chairman/ Member

Category No. of meetings attended

129

Ashwin Shah Chairman Non-Executive Independent Director One

Ramniklal Ambani Member Non-Executive Independent Director One

Rooshikumar Pandya Member Non-Executive Independent Director One

Our Remuneration Committee met once during the course of the fiscal year ended March 31, 2012.

Scope and terms of reference The terms of reference of the Remuneration Committee are as under: (a) To determine and recommend to the Board the remuneration packages of the Chairman, the Vice-Chairman

and the Managing Directors. (b) To determine and advise the Board for the payment of annual commission / compensation to the Non-

Executive Director. (c) To appraise the performance of the Managing Directors. (d) Such other matters as the Board may from time to time request the remuneration committee to examine and

recommend/approve. Shareholders’/Investors’ Grievances Committee

Name of Shareholders’/ Investors’ Grievance Committee

member

Chairman/ Member

Category No. of meetings attended

Ashwin Shah Chairman Independent Non-Executive Director

Four

Rahul Patel Member Managing Director Four

Amit Patel Member Managing Director Four

During the course of the fiscal year ended March 31, 2012, four meetings of the Shareholders’ / Investors’ Grievance Committee were held. Scope and terms of reference This committee's mandate requires it to look into investors' grievances relating to matters such as the transfer of Equity Shares, non-receipt of annual reports and non-receipt of dividends, and also reviews any cases filed by aggrieved investors before the courts or other forums. It also supervises our Company's in-house ‘Investor Service Cell’, which services the shareholders of our Company by monitoring, recording and processing share transfers and requests for dematerialisation of Equity Shares. Share and Debenture Transfer Committee

Name of Share and Debenture Transfer Committee member

Chairman/ Member

Category No. of meetings attended

Dinesh Patel Chairman Non-Executive Chairman 24

Arun Patel Member Non-Executive Vice Chairman 24

Our Board of Directors has delegated the power of approving transfer/ transmission of Equity Shares / dematerialisation / rematerialisation of Equity Shares and debentures / issue of duplicate certificates and other related formalities to the Share and Debenture Transfer Committee. The meetings of the Share and Debenture Transfer Committee are held once in a fortnight. Compensation Committee

Name of Compensation Committee member Category Rahul Patel Executive Director

Amit Patel Executive Director

Rooshikumar Pandya Independent Non-Executive Director

Rajesh Parikh Independent Non-Executive Director

130

Name of Compensation Committee member Category Lavkumar Kantilal Independent Non-Executive Director

The last meeting of the Compensation Committee was held on March 1, 2011. The Compensation Committee is responsible for administering the ESOP Scheme. Related Party Transactions Overview Our Company has, from time to time, entered into transactions of a material nature with its Subsidiaries, its Promoters, Directors, members of senior management, their relatives or entities controlled by such persons that may have a potential conflict of interest with the interests of our Company, otherwise known as "Related Party Transactions". While all our Related Party Transactions are in the normal course of business and conducted on an arm's length commercial basis, in compliance with the requisite laws in force at such time, each of our Company, its executive Directors and its company secretary had received a show cause notice from the RoC in June, 2012, alleging violations of Section 372A(3) of the Companies Act. Such violations were allegedly on account of two interest free loans of ì 102.30 million, outstanding as at March 31, 2005, 2006 and 2007, and ì 86.90 million, outstanding as at March 31, 2008, given to one of our Promoters. Our Company has refuted the allegations set out in these show cause notices and, with a view to settle these matters, has filed a compounding application dated July 14, 2012 with the RoC. These proceedings are currently pending with the RoC. For more details in relation to Related Party Transactions, please refer to the section “Financial Statements” on page 174 of this Placement Document. Consent and approval In relation to any related party transaction involving any of our Directors, such Directors are required to make proper and complete disclosures and seek approval to proceed with a transaction at the earliest meeting of the Board. In this regard, our Company has, in the past, compounded certain alleged offences committed under the Companies Act, which pertained to such disclosures and approvals. We cannot assure you that the compounding proceedings in respect of all such alleged non-compliances have been completed as of the date of this Placement Document. However, in Fiscal 2012 and the six month period ended September 30, 2012, our Company has made full disclosures as required under Indian law, and our Board determined all such transactions to be in the normal course of our Company's business and conducted on an arm's length basis. Related Party Transactions As at September 30, 2012, our Company's outstanding obligations pursuant to transactions with related parties included ` 12,565.2 million. As at September 30, 2012, outstanding obligations owed to our Company pursuant to transactions with related parties included ` 1,232.8 million in respect of loans advanced by our Company to its Subsidiaries.

131

PRINCIPAL SHAREHOLDERS The following tables contains information as at September 30, 2012 concerning the shareholding pattern of our Company: Shareholding pattern of our Company as at September 30, 2012

Category of Shareholder

No. of Shareholders

Total No. of Equity

Shares

Total No. of Shares held in Dematerialised

Form

Total Shareholding as a % of Total No. of

Shares

Shares pledged or otherwise

encumbered

As a % of (A+B)

As a % of (A+B+C)

Number of shares

As a % of Total No. of Shares

(A) Shareholding of Promoter and Promoter Group

(1) Indian

Individuals / Hindu Undivided Family

16 2869680 2869680 1.05 1.05 0 0.00

Bodies Corporate 10 96739085 96739085 35.44 35.44 36400000 37.63

Sub Total 26 99608765 99608765 36.49 36.49 36400000 36.54

(2) Foreign

Total shareholding of Promoter and Promoter Group (A)

26 99608765 99608765 36.49 36.49 36400000 36.54

(B) Public Shareholding

(1) Institutions

Mutual Funds / UTI 16 11896546 11874646 4.36 4.36 0 0.00

Financial Institutions / Banks

28 17272032 17260632 6.33 6.33 0 0.00

Foreign Institutional Investors

109 60144626 60144626 22.03 22.03 0 0.00

Sub Total 153 89313204 89279904 32.72 32.72 0 0.00

(2) Non-Institutions

Bodies Corporate 1459 33087922 33021492 12.12 12.12 0 0.00

Individuals

Individual shareholders holding nominal share capital up to ` 0.1 million

109711 39936885 36605735 14.63 14.63 0 0.00

Individual shareholders holding nominal share capital in excess of ` 0.1 million

10 2699718 2699718 0.99 0.99 0 0.00

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Category of Shareholder

No. of Shareholders

Total No. of Equity

Shares

Total No. of Shares held in Dematerialised

Form

Total Shareholding as a % of Total No. of

Shares

Shares pledged or otherwise

encumbered

As a % of (A+B)

As a % of (A+B+C)

Number of shares

As a % of Total No. of Shares

Any Others (Specify)

2620 8344372 6414262 3.06 3.06 0 0.00

Non Resident Indians

2260 2408925 2401815 0.88 0.88 0 0.00

Trusts 7 3829698 1906698 1.40 1.40 0 0.00

Clearing Members 353 2105749 2105749 0.77 0.77 0 0.00

Sub Total 113800 84068897 78741207 30.80 30.80 0 0.00

Total Public shareholding (B)

113953 173382101 168021111 63.51 63.51 0 0.00

Total (A)+(B) 113979 272990866 267629876 100.00 100.00 36400000 13.33

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

0 0 0 0.00 0.00 0 0.00

(1) Promoter and Promoter Group

0 0 0 0.00 0.00 0 0.00

(2) Public 0 0 0 0.00 0.00 0 0.00

Sub Total 0 0 0 0.00 0.00 0 0.00

Total (A)+(B)+(C) 113979 272990866 267629876 0.00 100.00 36400000 13.33

Shareholding of Equity Shares belonging to the Promoters and Promoter Group as at September 30, 2012

Sl. No

.

Name of the

Shareholder

Details of Shares held

Encumbered shares (*) Details of warrants

Details of convertible securities

Total shares

(including

underlying

shares assumin

g full conversi

on of warrant

s and converti

ble securities) as a % of

diluted share

capital

No. of

Shares

held

As a % of grand

total (A)+(B)+

(C)

No As a

percentage

As a % of

grand total

(A)+(B)+(C) of sub-

clause (I)(a)

No. of warrants held

As a % total

number of

warrants of the

same class

No. of converti

ble securitie

s held

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ble securities of the same class

1 Pranay Arunprasad

496330 0.18 0 0.00 0.00 0 0.00 0 0.00 0.16

133

Sl. No

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Name of the

Shareholder

Details of Shares held

Encumbered shares (*) Details of warrants

Details of convertible securities

Total shares

(including

underlying

shares assumin

g full conversi

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s and converti

ble securities) as a % of

diluted share

capital

No. of

Shares

held

As a % of grand

total (A)+(B)+

(C)

No As a

percentage

As a % of

grand total

(A)+(B)+(C) of sub-

clause (I)(a)

No. of warrants held

As a % total

number of

warrants of the

same class

No. of converti

ble securitie

s held

As a % total no.

of converti

ble securities of the same class

Patel

2 Rahulbhai Patel

392090 0.14 0 0.00 0.00 0 0.00 0 0.00 0.13

3 Amit Patel 319750 0.12 0 0.00 0.00 0 0.00 0 0.00 0.10

4 Pranay Arunprasad Patel

262500 0.10 0 0.00 0.00 0 0.00 0 0.00 0.08

5 Deval Rahul Patel

262500 0.10 0 0.00 0.00 0 0.00 0 0.00 0.08

6 Leena Arunprasad Patel

177970 0.07 0 0.00 0.00 0 0.00 0 0.00 0.06

7 Arunprasad Purshottamdas Patel

173910 0.06 0 0.00 0.00 0 0.00 0 0.00 0.06

8 Arunprasad Purshottamdas Patel

153800 0.06 0 0.00 0.00 0 0.00 0 0.00 0.05

9 Dineshchandra Patel

129250 0.05 0 0.00 0.00 0 0.00 0 0.00 0.04

10 Dineshchandra Patel

118610 0.04 0 0.00 0.00 0 0.00 0 0.00 0.04

11 Kalavati Patel

108550 0.04 0 0.00 0.00 0 0.00 0 0.00 0.04

12 Rahul Arunbhai Patel

105000 0.04 0 0.00 0.00 0 0.00 0 0.00 0.03

13 Poonam Pranay Patel

65620 0.02 0 0.00 0.00 0 0.00 0 0.00 0.02

14 Kalavati Bhagubhai

48150 0.02 0 0.00 0.00 0 0.00 0 0.00 0.02

15 Kalavati Patel

35650 0.01 0 0.00 0.00 0 0.00 0 0.00 0.01

16 Amit Patel 20000 0.01 0 0.00 0.00 0 0.00 0 0.00 0.01

17 BVM Finance Pvt Ltd

78103905

28.61 364000

00 46.60 13.33 0 0.00 0 0.00 25.20

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Sl. No

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Name of the

Shareholder

Details of Shares held

Encumbered shares (*) Details of warrants

Details of convertible securities

Total shares

(including

underlying

shares assumin

g full conversi

on of warrant

s and converti

ble securities) as a % of

diluted share

capital

No. of

Shares

held

As a % of grand

total (A)+(B)+

(C)

No As a

percentage

As a % of

grand total

(A)+(B)+(C) of sub-

clause (I)(a)

No. of warrants held

As a % total

number of

warrants of the

same class

No. of converti

ble securitie

s held

As a % total no.

of converti

ble securities of the same class

18 Kolon Investment Pvt Ltd

7610400

2.79 0 0.00 0.00 0 0.00 0 0.00 2.46

19 Opel Securities Pvt Ltd

7610050

2.79 0 0.00 0.00 0 0.00 0 0.00 2.45

20

Denis Traders & Investments Ltd

958300 0.35 0 0.00 0.00 0 0.00 0 0.00 0.31

21 Denis Holding Pvt Ltd

774550 0.28 0 0.00 0.00 0 0.00 0 0.00 0.25

22 Star Line Leasing Ltd

622590 0.23 0 0.00 0.00 0 0.00 0 0.00 0.20

23 Bar Magnet Investment Pvt Ltd

397690 0.15 0 0.00 0.00 0 0.00 0 0.00 0.13

24

Mas Chemical Industries Pvt Ltd

393750 0.14 0 0.00 0.00 0 0.00 0 0.00 0.13

25 Som Shiva Impex Ltd

262500 0.10 0 0.00 0.00 0 0.00 0 0.00 0.08

26 Prominent Plastics Ltd

5350 0.00 0 0.00 0.00 0 0.00 0 0.00 0.00

Total

99608765

36.49 364000

00 36.54 13.33 0 0.00 0 0.00 32.13

Shareholding of Equity Shares belonging to the Public and holding more than 1% of the total number of

Equity Shares as at September 30, 2012

Sl. No.

Name of the Shareholder

No. of Shares

Shares as %

Details of warrants Details of convertible

securities Total shares

135

held of Total No. of Shares

No. of warrants

held

As a % total no.

of warrants

of the same class

No. of convertible securities

held

% w.r.t total no. of convertible securities

of the same class

(including underlying

shares assuming

full conversion

of warrants

and convertible securities) as a % of diluted share

capital

1

Reliance Capital Trustee Co Ltd A/c Reliance Growth Fund

8032806 2.94 0 0.00 0 0.00 2.59

2

Merrill Lynch Capital Markets Espana S.A.S.V.

7851110 2.88 0 0.00 0 0.00 2.53

3 Macquarie Bank Ltd

6104600 2.24 0 0.00 0 0.00 1.97

4

ICICI Prudential Life Insurance Company Ltd

6710357 2.46 0 0.00 0 0.00 2.16

5 LIC of India Market Plus 1 Growth Fund

5880558 2.15 0 0.00 0 0.00 1.90

6 Reliance Life Insurance Company Ltd

5671805 2.08 0 0.00 0 0.00 1.83

7 Life Insurance Corporation of India

5099459 1.87 0 0.00 0 0.00 1.65

8 India Capital Fund Ltd

4713190 1.73 0 0.00 0 0.00 1.52

9 Bajaj Holdings & Investment Ltd

3907289 1.43 0 0.00 0 0.00 1.26

10

Royal Bank of Scotland N V (London) Branch

3565292 1.31 0 0.00 0 0.00 1.15

11 Government of Singapore

3534741 1.29 0 0.00 0 0.00 1.14

12 ING Vysya Life Insurance Company Ltd

3254409 1.19 0 0.00 0 0.00 1.05

13 Dimensional Emerging

2971670 1.09 0 0.00 0 0.00 0.00

136

Markets Value Fund

14

Bank of Newyork Mellon (Acting as the Trusties of US$225Mn Zero coupon Foreign Currency Bonds due in 2013)

0 0.00 0 0.00 36994928 100.00 11.93

Total 67297286 24.65 0 0.00 36994928 100.00 33.64

Shareholding of Equity Shares belonging to the Public and holding more than 5% of the total number of Equity Shares as at September 30, 2012

Sl. No.

Name(s) of the

shareholder(s) and the Persons

Acting in Concert

(PAC) with them

No. of Shares

Shares as %

of Total No. of Shares

Details of warrants Details of convertible

securities

Total shares

(including underlying

shares assuming

full conversion

of warrants

and convertible securities) as a % of diluted share

capital

No. of warrants

As a % total no.

of warrants

of the same class

No. of convertible securities

held

% w.r.t total no. of convertible securities

of the same class

1

The Bank of Newyork Mellon (Acting as the Trusties of US 225 Mn Zero Coupon Foreign Currency Bonds due in 2013)

0 0.00 0 0.00 36994928 100.00 11.93

Total 0 0.00 0 0.00 36994928 100.00 11.93

137

LEGAL PROCEEDINGS Our Company is involved in legal proceedings in the ordinary course of business. However, our Company has not been involved in any governmental, legal or arbitration proceedings during the 12 months preceding the date of this Placement Document which may have, or have had in the recent past significant effects on our Company’s financial position or profitability. Our Company filed writ petition no. 3682 of 2011 before the High Court of Delhi at New Delhi (the “High Court”) against the Municipal Corporation of Delhi (the “MCD”) praying for, amongst other things, quashing of the circular dated May 5, 2011 issued by the MCD (the “Circular”) black-listing our Company for the alleged non-compliance with the terms and conditions of the contract entered between our Company and the MCD. Our Company challenged the Circular on the ground, amongst other things, that the Circular violated the principles of natural justice as the Circular was passed without granting a personal hearing to our Company to present its case. The High Court by way of its order dated May 26, 2011 (“Order”) disposed off the writ petition filed by our Company and directed; (i) quashing of the Circular; (ii) that our Company appears before the competent authority of the MCD on June 1, 2011 for a personal hearing; and (iii) that the MCD grant a personal hearing to our Company and consider the submissions made by our Company and pass a speaking order within one week from the date of hearing under written intimation to the Company. In compliance with the Order, our Company by way of its letters dated June 1, 2011 and June 20, 2011, requested the concerned MCD authority/department for a suitable date and time for a personal hearing. As of the date of this Placement Document, the MCD has not responded to the aforesaid letters and no personal hearing has been granted to our Company post the quashing of the Circular by the High Court. For details in relation to the compounding proceedings initiated by our Company, please refer to “Board of Directors and Senior Management – Related Party Transactions” on page 130 of this Placement Document.

138

ISSUE PROCEDURE Set forth below is a brief summary intended to present a general outline of the procedure relating to the bidding, payment, Allocation and Allotment of Equity Shares in the Issue. The procedure followed in the Issue may differ from the one mentioned below and prospective investors are assumed to have appraised themselves of such procedure from our Company or the Book Running Lead Manager. Prospective investors are advised to inform themselves of any restrictions or limitations that may be applicable to them. For further details, see the sections “Distribution and Solicitation Restrictions” and “Transfer Restrictions” on pages 150 and 147, respectively. Summary of SEBI Regulations for a Qualified Institutions Placement Under Chapter VIII of the SEBI Regulations, pursuant to which this Issue is being made, a listed company in India may issue equity shares, fully convertible debentures, partly convertible debentures, non-convertible debentures with warrants or any other security (other than warrants), which are convertible into or exchangeable with equity shares at a later date in a qualified institutions placement to QIBs, as defined under sub-Regulation 2(1)(zd) of the SEBI Regulations, provided that:

• a special resolution approving such issue has been passed by its shareholders;

• equity shares of the same class of such company are listed on a stock exchange in India that has nation-wide trading terminals for a period of at least one year prior to the date of issuance of notice to its shareholders for convening the meeting to pass the special resolution; and

• such company complies with the minimum public shareholding requirements set out in the listing agreement with the stock exchange.

At least 10% of the equity shares issued to QIBs must be allotted to mutual funds, provided that, if this portion or any part thereof to be allotted to mutual funds remains unsubscribed, it may be allotted to other QIBs. A QIB has been specifically defined under Regulation 2 (1)(zd) of the SEBI Regulations and not otherwise excluded pursuant to Regulation 86 (1)(b) of the SEBI Regulations. Investors are not allowed to withdraw their Bids after the closure of the Issue. There is a minimum pricing requirement under the SEBI Regulations. The issue price of the equity shares shall not be less than the average of the weekly high and low of the closing prices of the related equity shares quoted on the stock exchange during the two weeks preceding the relevant date. However, a discount of up to 5% of the floor price is permitted in accordance with the provisions of the SEBI Regulations. The “relevant date” referred to above means the date of the meeting in which the board of directors or the committee of directors duly authorised by the board of the company decides to open the issue and “stock exchange” means any of the recognised stock exchanges on which equity shares of the issuer are listed and on which the highest trading volume in such shares has been recorded during the two weeks immediately preceding the relevant date. Equity shares must be allotted within 12 months from the date of the shareholders’ resolution approving the qualified institutions placement. The equity shares issued pursuant to the qualified institutions placement must be issued on the basis of a placement document that shall contain all material information including the information specified in Schedule XVIII of the SEBI Regulations. The preliminary placement document and placement document are private documents provided to not more than 49 investors through serially numbered copies and is required to be placed on the website of the concerned stock exchanges and of the issuer with a disclaimer to the effect that it is in connection with an issue to QIBs and no offer is being made to the public or to any other category of investors. Pursuant to the provisions of Section 67 of the Companies Act, for a transaction that is not a public offering, an invitation or offer may not be made to more than 49 persons. The minimum number of allottees for each qualified institutions placement shall not be less than:

• two, where the issue size is less than or equal to `2.5 billion; and

• five, where the issue size is greater than `2.5 billion. No single allottee shall be allotted more than 50% of the issue size.

139

QIBs that belong to the same group or that are under common control shall be deemed to be a single allottee. The aggregate of the proposed qualified institutions placement and all previous qualified institutions placements made in the same financial year shall not exceed five times the net worth of the issuer as per the audited balance sheet of the previous financial year. The issuer shall furnish a copy of the preliminary placement document amd the placement document to each stock exchange on which its equity shares are listed. Securities allotted to a QIB pursuant to a qualified institutions placement shall not be sold for a period of one year from the date of Allotment except on the floor of a recognised stock exchange. A special resolution approving the Issue has been passed by the shareholders of our Company at the AGM on September 17, 2012. Our Company received the in-principle approvals under Clause 24(a) of the Listing Agreement from the NSE, the BSE and the ASE on November 8, 2012. Our Company has also filed a copy of the Placement Document with the Stock Exchanges. Issue Procedure 1. Our Company and the Book Running Lead Manager shall circulate the serially numbered Preliminary

Placement Document either in electronic form or physical form to a maximum of 49 QIBs. 2. The Book Running Lead Manager shall deliver to the QIBs a Bid cum Application Form. The list of QIBs

to whom the Bid cum Application Form is delivered shall be determined by our Company in consultation with the Book Running Lead Manager. Unless the Preliminary Placement Document and the Bid cum Application Form is numbered serially and addressed to a particular QIB, no invitation to subscribe shall be deemed to have been made to such QIB. Even if such documentation were to come into the possession of any person other than the intended recipient, no offer or invitation to offer shall be deemed to have been made to such person.

3. QIBs may submit the Bids through the Bid cum Application Form during the bidding period to the

Company. 4. QIBs have to indicate the following in the Bid:

a) Complete official name of the QIB to whom Equity Shares are to be Allotted; b) Number of Equity Shares Bid for; c) Price at which they offer to apply for the Equity Shares, provided that the QIBs may also indicate that

they are agreeable to submit a Bid in respect of the Equity Shares at the “Cut-off Price”, which shall be any price as may be determined by our Company in consultation with the Book Running Lead Manager at or above the minimum price calculated in accordance with Regulation 85 of the SEBI Regulations (the “Floor Price”), which for this Issue, is ` 65.90;

d) Depository Participant account details to which the Equity Shares should be credited; and e) A representation that it is either (i) outside the United States, or (ii) an institutional investor meeting the

requirements of a “qualified institutional buyer” as defined in Rule 144A, and (iii) it has agreed to certain other representations set forth in the Bid cum Application Form.

Note: Each eligible sub-account of an FII other than a sub-account which is a foreign corporate or a

foreign individual will be considered as an individual QIB and separate forms would be required from each such sub-account for submitting Bids.

5 Once the Bid cum Application Form is submitted by a QIB, such Bid cum Application Form constitutes an

irrevocable offer and the same is not permitted to be withdrawn after the Bid Closing Date. The Bid Closing Date shall be notified to the Stock Exchanges and the QIBs shall be deemed to have been given notice of such date after the receipt of the Bid cum Application Form.

6. Upon the receipt of Bid cum Application Form, our Company in consultation with the Book Running Lead

Manager shall decide both the Issue Price for the Equity Shares, which shall be at or above the Floor Price, and the number of Equity Shares to be issued. Our Company shall notify the Stock Exchanges of the Issue

140

Price. On determining the Issue Price and the QIBs to whom Allocation shall be made, such QIBs shall be sent the Confirmation of Allocation Note (“CAN”) along with a serially numbered Placement Document either in electronic form or through physical delivery. The decision of our Company and the Book Running Lead Manager in this regard shall be at their sole and absolute discretion. The CAN shall contain details including the number of Equity Shares Allocated to the QIB, the details of the amounts payable by the QIB for Allotment of the Equity Shares in its name and the Pay-in Date as applicable to the respective QIB. The dispatch of the CAN by our Company shall be deemed to constitute a binding obligation on the QIBs to pay the entire Issue Price for all the Equity Shares Allotted to such QIB.

7. QIBs shall make payment of the application monies to the Escrow Account only through electronic transfer

by the Pay-in Date as specified in the CAN sent to the respective QIBs. 8. Upon receipt of the application monies from the QIBs, the Board or a committee thereof will, by way of a

resolution, approve the Allotment of the Equity Shares. Our Company shall not allot Equity Shares to more than 49 QIBs to whom an invitation or offer has been made. Our Company will inform the Stock Exchanges of the details of the Allotment.

9. After passing the Allotment resolution and prior to crediting the Equity Shares into the depository

participant accounts of the Eligible QIBs, our Company shall apply to the Stock Exchanges for listing approvals of the Equity Shares.

10. After receipt of the listing approvals of the Stock Exchanges, our Company shall credit the Equity Shares

issued pursuant to this Issue into the Depository Participant accounts of the respective QIBs. 11. Our Company will then apply for the final listing and trading approvals from the Stock Exchanges. 12. The Equity Shares that have been Allotted and credited to the Depository Participant accounts of the QIBs

shall be eligible for trading on the Stock Exchanges only upon the receipt of final listing and trading approvals from the Stock Exchanges.

13. The Stock Exchanges shall notify our Company of the final listing and trading approvals, which is

ordinarily available on their respective websites, and our Company shall communicate the receipt of the final listing and trading approvals from the Stock Exchanges to the QIBs who have been Allotted the Equity Shares. Our Company and the Book Running Lead Manager shall not be responsible for any delay or non-receipt of the communication of the final listing and trading approvals from any of the Stock Exchanges or any loss arising from such delay or non-receipt. QIBs are advised to appraise themselves of the status of the receipt of the approvals from the Stock Exchanges or our Company.

Qualified Institutional Buyers Only QIBs as defined in Regulation 2 (1)(zd) of the SEBI Regulations, and not otherwise excluded pursuant to Regulation 86 (1)(b) of Chapter VIII of the SEBI Regulations, are eligible to invest. Currently, under Regulation 2 (1)(zd) of the SEBI Regulations, a QIB means:

• a mutual fund, venture capital fund, foreign venture capital investor or AIF registered with SEBI;

• a foreign institutional investor or sub-account (other than a sub-account which is a foreign corporate or foreign individual), registered with SEBI;

• a public financial institution as defined in section 4A of the Companies Act;

• a scheduled commercial bank;

• a multilateral or bilateral development financial institution;

• a state industrial development corporation;

• an insurance company registered with the Insurance Regulatory and Development Authority;

• a provident fund with minimum corpus of ` 250 million;

• a pension fund with minimum corpus of ` 250 million;

• National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of a Government of India published in the Gazette of India;

• insurance funds set up and managed by army, navy or air force of the Union of India; and

• insurance funds set up and managed by the Department of Posts India.

141

Please note that pursuant to amendments to the SEBI regulations, a sub-account of an FII that is a foreign corporate or foreign individual is no longer included under the definition of a QIB. Under Regulation 86 (1)(b) of the SEBI Regulations, no Allotment shall be made, either directly or indirectly, to any QIB who is a promoter or any person related to the promoter(s) of our Company. For this purpose, any QIB who has all or any of the following rights shall be deemed to be a person related to the promoters:

• rights under a shareholders’ agreement or voting agreement entered into with the Promoters of our Company or persons related to the Promoters of our Company;

• veto rights; or

• the right to appoint a nominee director to the Board of the Company, unless a QIB has acquired any of these rights in its capacity as a lender to the Company and such QIB does not hold any shares in the Company. FIIs are permitted to participate through the portfolio investment scheme in this Issue. No single FII can hold more than 10% of the post Issue paid-up capital of our Company. In respect of an FII investing in our Equity Shares on behalf of its sub-accounts, the investment on behalf of each sub- account shall not exceed 10% of our Company’s total issued capital or 5% of the total issued capital of our Company in case such sub-account is a foreign corporate or an individual. Currently, the aggregate FII holding in our Company cannot exceed 74% of the total issued capital of our Company. With the approval of our Board and that of the shareholders by way of a special resolution, the aggregate FII holding limit can be enhanced up to 100%; however, as at the date of this Placement Document, no such resolution has been recommended to our Company’s shareholders for approval. Allotments made to FVCIs and VCFs in the Issue are subject to the rules and regulations that are applicable to each of them respectively. Our Company and the Book Running Lead Manager are not liable for any amendments or modifications or changes in applicable laws or regulations which may occur after this Placement Document is filed with the Stock Exchanges. QIBs are advised to make their independent investigations and satisfy themselves that they are eligible to Bid. QIBs are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Placement Document. Further, QIBs are required to satisfy themselves that their Bids would not eventually result in triggering a tender offer under the Takeover Code. Note: Affiliates or associates of the Book Running Lead Manager, who are QIBs may participate in the Issue in compliance with applicable laws. Bids made by asset management companies or custodians of mutual funds shall state the names of the concerned schemes for which the Bids are made. In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme for which the Bid has been made. Application and Bidding Bid cum Application Form QIBs shall only use the serially numbered Bid cum Application Form supplied by the Book Running Lead Manager in either electronic form or by physical delivery for the purpose of making a Bid (including any revisions of a Bid) pursuant to the terms of the Preliminary Placement Document. By making a Bid (including revisions thereof) for Equity Shares pursuant to the terms of the Preliminary Placement Document, each QIB will be deemed to have made the following representations and warranties and the representations, warranties and agreements made under the sections and paragraphs “Notice to Investors –

142

Representation by Investors”, “Distribution and Solicitation Restrictions” and “Transfer Restrictions”: 1. The QIB confirms that it is a QIB in terms of Regulation 2 (1)(zd) of the SEBI Regulations, and has a valid

and existing registration under the applicable laws in India (as applicable) and is eligible to participate in this Issue;

2. The QIB confirms that it is not a Promoter and is not a person related to the Promoters, either directly or

indirectly, and its Bid does not directly or indirectly represent the Promoter or Promoter Group or persons related to the Promoters of our Company;

3. The QIB confirms that it has no rights under a shareholders’ agreement or voting agreement with the

Promoters or persons related to the Promoters, no veto rights or rights to appoint any nominee director to the Board of our Company other than that acquired in its capacity as a lender and it does not hold any Equity Shares which shall not be deemed to be a person related to the Promoters;

4. The QIB has no right to withdraw its Bid after the Bid Closing Date; 5. The QIB confirms that if Equity Shares are Allotted pursuant to the Issue, it shall not, for a period of one

year from Allotment, sell the Equity Shares so acquired otherwise than on the floor of a recognised stock exchange;

6. The QIB confirms that it is eligible to Bid and hold Equity Shares so Allotted along with any Equity Shares

held by it prior to the Issue. The QIB further confirms that its holding of the Equity Shares does not and shall not exceed the level permissible as per any applicable regulations applicable to it;

7. The QIB confirms that the Bids will not eventually result in triggering an open offer under the Takeover

Code; 8. That to the best of its knowledge and belief, together with other QIBs in the Issue that belong to the same

group or are under common control, the Allotment to the QIB shall not exceed 50% of the Issue Size. For the purposes of this statement:

a. The expression “belongs to the same group” shall be interpreted by applying the concept of “companies

under the same group” as provided in sub-section (11) of Section 372 of the Companies Act; and b. “Control” shall have the same meaning as is assigned to it by clause (1)(c) of Regulation 2 of the

Takeover Code. 9. The QIB shall not undertake any trade in the Equity Shares credited to its Depository Participant account

until such time that the final listing and trading approvals for the Equity Shares are issued by the Stock Exchanges.

The submission of Bid cum Application Form by the QIBs shall be deemed a valid, binding and irrevocable offer for the QIB to pay the entire Issue Price for its share of Allocation (as indicated by the CAN) and becomes a binding contract on the QIB, upon issuance of the CAN by our Company in favour of the QIB. QIBs must provide their Depository Account Name, their Depository Participant’s name, Depository Participant Identification Number and Beneficiary Account Number in the Bid cum Application Form. QIBs must ensure that the name given in the Bid cum Application Form is exactly the same as the name in which the Depositary Account is held for this purpose. Eligible Sub-Accounts of an FII would be considered as an independent QIB. Submission of Bid cum Application Form All Bid cum Application Forms shall be duly completed with information including the name of the QIB, the price and the number of Equity Shares applied for. The Bid cum Application Form shall be submitted to the Book Running Lead Manager either through electronic form or through physical delivery at either of the following addresses: Name : Religare Capital Markets Limited Address : 4th floor, ING House, Plot No: C-12, G Block, Bandra Kurla Complex, Bandra

143

(East), Mumbai – 400 051, Maharashtra, India Contact Person : Ameya Deshpande Email : ameya.deshpande@religare.com Phone : (91 22) 6766 3653 Fax : (91 22) 6766 3575 The Book Running Lead Manager shall not be required to provide any written acknowledgement of the Bid. Pricing and Allocation Build-up of the Book The QIBs shall submit their Bids (including the revision of their Bids) through the Bid cum Application Form within the bidding period to the Company. The book shall be maintained by the Book Running Lead Manager. Price discovery and Allocation Our Company, in consultation with the Book Running Lead Manager, shall finalise the Issue Price of the Equity Shares which shall be at or above the Floor Price. After finalisation of the Issue Price, our Company has updated the Preliminary Placement Document with the Issue details and has filed the Placement Document with the Stock Exchanges. Method of Allocation Our Company shall determine the Allocation, in consultation with the Book Running Lead Manager on a discretionary basis, in compliance with Chapter VIII of the SEBI Regulations. Bids received from the QIBs at or above the Issue Price shall be grouped together to determine the total demand. The Allocation to all such QIBs will be made at the Issue Price. Allocation to Mutual Funds for up to a minimum of 10% of the Issue Size shall be undertaken subject to valid Bids being received at or above the Issue Price. THE DECISION OF OUR COMPANY AND THE BOOK RUNNING LEAD MANAGER IN RESPECT OF ALLOCATION SHALL BE BINDING ON ALL QIBS. QIBS MAY NOTE THAT ALLOCATION OF EQUITY SHARES IS DISCRETIONARY AND QIBS MAY NOT RECEIVE ANY ALLOCATION EVEN IF THEY HAVE SUBMITTED VALID BIDS AT OR ABOVE THE ISSUE PRICE. NEITHER OUR COMPANY NOR THE BOOK RUNNING LEAD MANAGER IS OBLIGED TO ASSIGN ANY REASONS FOR SUCH NON-ALLOCATION. Confirmation of Allocation Note Based on the Bids received, our Company, in consultation with the Book Running Lead Manager, will decide the list of QIBs to whom the CAN shall be sent. The CAN will contain details of the Equity Shares Allocated to the concerned QIB and the details of the amounts payable to the concerned QIB by the Pay-in Date for Allotment of the Equity Shares in their respective names. Additionally, the CAN will include details of the bank account for transfer of funds to be done electronically, the Pay-in Date and the probable designated date (“Designated Date”), being the date of credit of the Equity Shares to the investor’s account, as applicable to the respective QIBs. The eligible QIBs would also be sent a serially numbered Placement Document either in electronic form or by physical delivery. The dispatch of the serially numbered Placement Document and the CAN to a QIB shall be deemed a valid, binding and irrevocable contract for the QIB to furnish all details that may be required by our Company and the Book Running Lead Manager and to pay the entire Issue Price for all the Equity Shares Allocated to such QIB. QIBs are advised to instruct their Depository Participant to accept the Equity Shares that may be Allocated/Allotted to them pursuant to this Issue.

144

Bank Account for Payment of Application Money Our Company has opened the Escrow Account with the Escrow Bank in terms of the arrangement between our Company, the Book Running Lead Manager and the Escrow Bank. The QIBs will be required to deposit the entire amount payable for the Equity Shares Allocated to it by the Pay-in Date as mentioned in the respective CAN. If the payment is not made favouring the Escrow Account within the time stipulated in the CAN, the Bid of the QIB and the CAN is liable to be cancelled. In case of cancellations or default by the QIBs, our Company, in consultation with the Book Running Lead Manager, has the right to reallocate the Equity Shares at the Issue Price among existing or new QIBs at its sole and absolute discretion, subject to compliance with the requirement of ensuring that the Bid cum Application Forms are not sent to more than 49 QIBs. Payment Instructions The payment of application money shall be made by the QIBs in the name of “Sintex - QIP Escrow Account” as per the payment instructions provided in the CAN. QIBs may make payment only through electronic fund transfer. Note: Payment through cheques should only be through cheques payable at Mumbai. Designated Date and Allotment of Equity Shares a) Our Company will endeavour to complete the Allotment of Equity Shares by the probable Designated Date

for those QIBs who have paid subscription money as stipulated in the respective CANs. The Equity Shares will not be allotted unless the QIBs pay the Issue Price in the Escrow Account as stated above.

b) The Equity Shares will be issued and Allotment shall be made only in dematerialised form to the Allottees. Allottees will have the option to re-materialise the Equity Shares, if they so desire, as per the provisions of the Companies Act and the Depositories Act.

c) Our Company reserves the right, at its sole and absolute discretion, to cancel the Issue at any time up to

Allotment without assigning any reasons whatsoever. d) Following Allotment and credit of Equity Shares into the QIBs Depository Participant account, our

Company will apply for final listing and trading approvals from the Stock Exchanges. e) The Escrow Bank shall not release the monies lying to the credit of the Escrow Account to our Company

until such time that our Company delivers to the Escrow Bank the approval of the Stock Exchanges for the listing and trading of the Equity Shares offered in this Issue.

f) In the unlikely event of any delay in the Allotment or credit of Equity Shares, or receipt of trading or listing

approvals or cancellation of the Issue, no interest or penalty would be payable by our Company or the Book Running Lead Manager.

g) In the event that our Company is unable to issue and Allot the Equity Shares offered in the Issue or on

cancellation of the Issue, the money received from QIBs shall be refunded. Other Instructions Permanent Account Number or PAN Each QIB should mention its Permanent Account Number (PAN) allotted under the I.T. Act. Applications without this information will be considered incomplete and are liable to be rejected. It is to be specifically noted that applicant should not submit the GIR number instead of the PAN as the Bid cum Application Form is liable to be rejected on this ground.

145

Our Right to Reject Bids Our Company, in consultation with the Book Running Lead Manager, may reject Bids, in part or in full, without assigning any reasons whatsoever. The decision of our Company and the Book Running Lead Manager in relation to the rejection of a Bid shall be final and binding. Equity Shares in dematerialised form with NSDL or CDSL The Allotment of Equity Shares in this Issue shall be only in a de-materialised form, (i.e., not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode). (a) A QIB applying for Equity Shares must have at least one beneficiary account with either of the Depository

Participants of NSDL or CDSL prior to making the Bid. (b) Allotment to a successful QIB will be credited in electronic form directly to the beneficiary account (with

the Depository Participant) of the QIB. (c) Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity

with the NSDL and the CDSL. All the stock exchanges where the Equity Shares are proposed to be listed have electronic connectivity with CDSL and NSDL.

(d) The trading of the Equity Shares would be in dematerialised form only for all QIBs in the demat segment of

the respective Stock Exchanges. (e) Our Company will not be responsible or liable for the delay in the credit of Equity Shares due to errors in

the Bid cum Application Form or on part of the QIBs.

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PLACEMENT AND LOCK-UP

Placement Agreement

The Book Running Lead Manager has entered into a placement agreement dated November 8, 2012 with the Company (the “Placement Agreement”), pursuant to which the Book Running Lead Manager has agreed to use its best efforts to procure subscription from QIBs, pursuant to Chapter VIII of the SEBI Regulations. The Placement Agreement contains customary representations and warranties, as well as indemnities from our Company and is subject to termination in accordance with the terms contained therein.

In connection with the Issue, the Book Running Lead Manager (or its affiliates) may, for its own account, enter into asset swaps, credit derivatives or other derivative transactions relating to the Equity Shares issued pursuant to the Issue at the same time as the offer and sale of such Equity Shares, or in secondary market transactions. As a result of such transactions, the Book Running Lead Manager may hold long or short positions in such Equity Shares. These transactions may comprise a substantial portion of the Issue and no specific disclosure will be made of such positions. Affiliates of the Book Running Lead Manager may purchase Equity Shares and be allocated Equity Shares for proprietary purposes and not with a view to distribution or in connection with the issuance of P-Notes.

Lock-up

Our Company has agreed that it will not, for a period of 120 days from the date of the Placement Document, without the prior written consent of the Book Running Lead Manager, directly or indirectly, (a) offer, sell or announce the intention to sell, pledge, issue, contract to issue, grant any option, right or warrant for the issuance and allotment, or otherwise dispose of or transfer, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position with respect to, any Equity Shares or securities convertible into or exchangeable or exercisable for Equity Shares (including any warrants or other rights to subscribe for any Equity Shares), (b) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Equity Shares, whether any such aforementioned transaction is to be settled by allotment of any Equity Shares, in cash or otherwise, or (c) publicly disclose the intention to make any such offer, issuance and allotment or disposition, or to enter into any such transaction, swap, hedge or other arrangement. However, our Company may issue and allot (i) foreign currency convertible bonds pursuant to the resolution of the shareholders of the Company dated September 17, 2012 (“Bonds”), which Bonds may be convertible into equity shares; (ii) equity shares pursuant to conversion of the Company’s outstanding foreign currency convertible bonds; (iii) issue and allotment of up to 30,000,000 warrants to Opel Securities Private Limited and Kolon Investment Private Limited (up to 15,000,000 warrants each), Promoters of the Company, and the allotment of resulting Equity Shares to be issued pursuant to the conversion of these warrants to be issued and allotted by the Company; (iv) equity shares pursuant to any employee stock option plan of the Company and in effect on the date hereof, and the Company may issue Equity Shares issuable upon the exercise of existing options outstanding on the date hereof, in each case, as described in the Placement Document.

Each of the Promoters and Promoter Group have agreed not to, for a period of 120 days from the date of the Placement Document, (a) directly or indirectly, issue, offer, lend, sell, contract to sell or issue, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any Equity Shares or any securities convertible into or exercisable or exchangeable for Equity Shares or publicly announce an intention with respect to any of the foregoing, (b) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of the Equity Shares or any securities convertible into or exercisable or exchangeable for Equity Shares or publicly announce an intention to enter into any such transaction, whether any such swap or transaction described in (a) or (b) above is to be settled by delivery of Equity Shares or such other securities, in cash or otherwise, or (c) deposit Equity Shares or any securities convertible into or exercisable or exchangeable for Equity Shares or which carry the right to subscribe for or purchase Equity Shares in depositary receipt facilities or enter into any transaction (including a transaction involving derivatives) having an economic effect similar to that of a sale or a deposit of Equity Shares in any depositary receipt facility, or publicly announce any intention to enter into any such transaction. However, the restrictions contained in (a), (b) and (c) above shall not be applicable to (x) any issue, sale, transfer or disposition of Equity Shares by our Company to the extent such issue, sale, transfer or disposition is required by Indian law, (y) any pledge with respect to the Equity Shares held by the Promoters and Promoter Group, and (z) any inter-se transfer amongst the Promoters and Promoter Group of the Company.

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TRANSFER RESTRICTIONS Purchasers are not permitted to sell the Equity Shares Allotted pursuant to the Issue, for a period of one year from the date of Allotment, except on any of the Stock Exchanges. Additional transfer restrictions applicable to the Equity Shares are listed below.

U.S. Transfer Restrictions

The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, and the related rules and regulations (the “Securities Act”) and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Each purchaser of the Equity Shares in the United States is deemed to have represented, agreed and acknowledged as follows:

• It (A) is a “qualified institutional buyer” (as defined in Rule 144A) and (B) is aware that the sale of the Equity Shares to it is being made in reliance on an exemption under the Securities Act.

• It is acquiring the Equity Shares for its own account or for the account of one or more eligible U.S. investors (i.e., “qualified institutional buyers” as defined above), each of which is acquiring beneficial interests in the Equity Shares for its own account.

• It understands that the Equity Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Equity Shares have not been and will not be registered under the Securities Act and that if in the future it decides to offer, resell, pledge or otherwise transfer any of the Equity Shares, such Equity Shares may be offered, resold, pledged or otherwise transferred in compliance with the Securities Act and other applicable securities laws only outside the United States in a transaction complying with the provisions of Rule 903 or Rule 904 of Regulation S or in a transaction otherwise exempt from the registration requirements of the Securities Act.

• It understands that our Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”) and investors will not be entitled to the benefits of the Investment Company Act.

• It is a sophisticated investor and has such knowledge and experience in financial, business and investments as to be capable of evaluating the merits and risks of the investment in the Equity Shares. It is experienced in investing in private placement transactions of securities of companies in a similar stage of development and in similar jurisdictions. It and any accounts for which it is subscribing to the Equity Shares (i) are each able to bear the economic risk of the investment in the Equity Shares, (ii) will not look to our Company or the Book Running Lead Manager for all or part of any such loss or losses that may be suffered, (iii) are able to sustain a complete loss on the investment in the Equity Shares, (iv) have no need for liquidity with respect to the investment in the Equity Shares, and (v) have no reason to anticipate any change in its or their circumstances, financial or otherwise, which may cause or require any sale or distribution by it or them of all or any part of the Equity Shares. It acknowledges that an investment in the Equity Shares involves a high degree of risk and that the Equity Shares are, therefore, a speculative investment. It is seeking to subscribe to the Equity Shares in this Issue for its own investment and not with a view to distribution.

• It has been provided access to the Preliminary Placement Document and this Placement Document, each of which it has read in its entirety.

• It agrees to indemnify and hold our Company and the Book Running Lead Manager harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of these representations and warranties. It will not hold any of our Company or the Book Running Lead Manager liable with respect to its investment in the Equity Shares. It agrees that the indemnity set forth in this paragraph shall survive the resale of the Equity Shares.

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• Where it is subscribing to the Equity Shares for one or more managed accounts, it represents and warrants that it is authorised in writing, by each such managed account to subscribe to the Equity Shares for each managed account and to make (and it hereby makes) the acknowledgements and agreements herein for and on behalf of each such account, reading the reference to “it” to include such accounts.

• It acknowledges that our Company and the Book Running Lead Manager and its affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of such acknowledgements, representations or agreements is no longer accurate, it will promptly notify our Company and the Book Running Lead Manager.

Each purchaser of the Equity Shares outside the United States is deemed to have represented, agreed and acknowledged as follows:

• It is authorised to consummate the purchase of the Equity Shares in compliance with all applicable laws and regulations.

• It acknowledges (or if it is a broker-dealer acting on behalf of a customer, its customer has confirmed to it that such customer acknowledges) that the Equity Shares are being issued in reliance upon Regulation S and such Equity Shares have not been and will not be registered under the Securities Act.

• It certifies that either (A) it is, or at the time the Equity Shares are purchased will be, the beneficial owner of the Equity Shares and is located outside the United States (within the meaning of Regulation S) or (B) it is a broker-dealer acting on behalf of its customer and its customer has confirmed to it that (i) such customer is, or at the time the Equity Shares are purchased will be, the beneficial owner of the Equity Shares, and (ii) such customer is located outside the United States (within the meaning of Regulation S).

• It is aware of the restrictions of the offer, sale and resale of the Equity Shares pursuant to Regulation S.

• The Equity Shares have not been offered to it by means of any “directed selling efforts” as defined in Regulation S.

• It understands that the Equity Shares are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the Equity Shares have not been and will not be registered under the Securities Act and that if in the future it decides to offer, resell, pledge or otherwise transfer any of the Equity Shares, such Equity Shares may be offered, resold, pledged or otherwise transferred in compliance with the Securities Act and other applicable securities laws only outside the United States in a transaction complying with the provisions of Rule 903 or Rule 904 of Regulation S or in a transaction otherwise exempt from the registration requirements of the Securities Act.

• It is a sophisticated investor and has such knowledge and experience in financial, business and investments as to be capable of evaluating the merits and risks of the investment in the Equity Shares. It is experienced in investing in private placement transactions of securities of companies in a similar stage of development and in similar jurisdictions. It and any accounts for which it is subscribing to the Equity Shares (i) are each able to bear the economic risk of the investment in the Equity Shares, (ii) will not look to our Company or the Book Running Lead Manager for all or part of any such loss or losses that may be suffered, (iii) are able to sustain a complete loss on the investment in the Equity Shares, (iv) have no need for liquidity with respect to the investment in the Equity Shares, and (v) have no reason to anticipate any change in its or their circumstances, financial or otherwise, which may cause or require any sale or distribution by it or them of all or any part of the Equity Shares. It acknowledges that an investment in the Equity Shares involves a high degree of risk and that the Equity Shares are, therefore, a speculative investment. It is seeking to subscribe to the Equity Shares in this Issue for its own investment and not with a view to distribution.

• It has been provided access to the Preliminary Placement Document and this Placement Document, each of which it has read in its entirety.

• It agrees to indemnify and hold our Company and the Book Running Lead Manager harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in

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connection with any breach of these representations and warranties. It will not hold any of our Company or the Book Running Lead Manager liable with respect to its investment in the Equity Shares. It agrees that the indemnity set forth in this paragraph shall survive the resale of the Equity Shares.

• Where it is subscribing to the Equity Shares for one or more managed accounts, it represents and warrants that it is authorised in writing, by each such managed account to subscribe to the Equity Shares for each managed account and to make (and it hereby makes) the acknowledgements and agreements herein for and on behalf of each such account, reading the reference to “it” to include such accounts.

• It acknowledges that our Company and the Book Running Lead Manager and its affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that, if any of such acknowledgements, representations or agreements is no longer accurate, it will promptly notify our Company and the Book Running Lead Manager.

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DISTRIBUTION AND SOLICITATION RESTRICTIONS

The distribution of this Placement Document and the offer, sale or delivery of the Equity Shares is restricted by law in certain jurisdictions. Persons who come into possession of this Placement Document are advised to take legal advice with regard to any restrictions that may be applicable to them and to observe such restrictions. This Placement Document may not be used for the purpose of an offer or sale in any circumstances in which such offer or sale is not authorised or permitted.

General

No action has been taken or will be taken that would permit a public offering of the Equity Shares to occur in any jurisdiction, or the possession, circulation or distribution of this Placement Document or any other material relating to the Company or the Equity Shares in any jurisdiction where action for such purpose is required. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and neither this Placement Document nor any other offering materials or advertisements in connection with the Equity Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. The Issue will be made in compliance with the applicable Indian regulations. Each purchaser of the Equity Shares in the Issue will be required to make, or be deemed to have made, as applicable, the acknowledgments and agreements as described under “Transfer Restrictions” and elsewhere in this Placement Document.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission ("ASIC"), in relation to the Issue. This Placement Document does not constitute a prospectus or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the Equity Shares may only be made to persons (the "Exempt Investors"), who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), to “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the Equity Shares without disclosure to investors under Chapter 6D of the Corporations Act.

The Equity Shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under this Issue, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring Equity Shares must observe such Australian on-sale restrictions.

This Placement Document contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this Placement Document is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Kingdom of Bahrain

This Placement Document has not been reviewed by the Central Bank of Bahrain (the “CBB”) and the CBB takes no responsibility for the accuracy of the statements or the information contained in the Placement Document or for the performance of the Equity Shares. This Placement Document may not be circulated within the Kingdom of Bahrain nor may any of the Equity Shares be offered for subscription or sold, directly or indirectly, nor may any invitation or offer to subscribe for any Equity Shares be made to persons in the Kingdom of Bahrain. The CBB is not responsible for our performance nor shall the CBB have any liability to any person for damage or loss resulting from reliance on any statement or information contained herein.

Cayman Islands

No offer or invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for the Equity Shares.

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Dubai International Financial Centre

The Book Running Lead Manager has represented and agreed that it has not offered and will not offer the Equity Shares to any person in the Dubai International Financial Centre unless such offer is:

1. an “Exempt Offer” in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (the “DFSA”); and

2. made only to persons who meet the Professional Client criteria set out in Rule 2.3.2 of the DFSA Conduct of Business Module.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”) an offer to the public of any Equity Shares may not be made in that Relevant Member State, except that the Equity Shares may be offered to the public in that Relevant Member State at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

• to any legal entity which is a “qualified investor” as defined under the Prospectus Directive;

• by the Book Running Lead Manager to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Book Running Lead Manager for any such offer; or

• in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Equity Shares shall result in a requirement for the publication by us or the Book Running Lead Manager of a prospectus pursuant to Article 3 of the Prospectus Directive and each person who initially acquires Equity Shares or to whom any offer is made will be deemed to have represented, warranted and agreed to and with the Book Running Lead Manager and us that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.

For the purposes of this provision, the expression “an offer of Equity Shares to the public” in relation to any Equity Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the Issue and the Equity Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Equity Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

In the case of any Equity Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, the Book Running Lead Manager will use its reasonable endeavors, by the inclusion of appropriate language in relevant offer documents, to procure that such financial intermediary will be deemed to have represented, acknowledged and agreed that the Equity Shares acquired by it in the Issue have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Equity Shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the Book Running Lead Manager has been obtained to each such proposed offer or resale.

We, the Book Running Lead Manager and its affiliates and others will rely upon the truth and accuracy of the foregoing representation, acknowledgement, and agreement.

This Placement Document is an advertisement and is not a prospectus for the purposes of EU Directive

2003/71/EC.

Hong Kong

The Book Running Lead Manager has represented, warranted and agreed that:

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1. it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Equity Share other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

2. it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Equity Shares, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Equity Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Republic of Italy

The offering of the Equity Shares has not been registered with the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian securities legislation and, accordingly, each Underwriter has represented and agreed that it has not offered, sold or distributed, and will not offer, sell or distribute any Equity Shares or any copy of this Placement Document or any other offer document in the Republic of Italy (“Italy”) except:

(a) to qualified investors (investitori qualificati), pursuant to Article 100 of Legislative Decree no. 58 of 24 February 1998 (the “Consolidated Financial Services Act”) and Article 34-ter, paragraph 1, letter (b) of CONSOB regulation No. 11971 of 14 May 1999 (the “CONSOB Regulation”), all as amended; or

(b) in any other circumstances where an express exemption from compliance with the restrictions on offers to the public applies, as provided under Article 100 of the Consolidated Financial Services Act and Article 34-ter of the CONSOB Regulation.

Moreover, and subject to the foregoing, any offer, sale or delivery of the Equity Shares or distribution of copies of this Placement Document or any other document relating to the Equity Shares in Italy under (a) or (b) above must be:

(i). made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Consolidated Financial Services Act, Legislative Decree No. 385 of 1 September 1993 (the “Banking Act”), CONSOB Regulation No. 16190 of 29 October 2007, all as amended;

(ii). in compliance with Article 129 of the Banking Act and the implementing guidelines, pursuant to which the Bank of Italy may request information on the offering or issue of securities in Italy; and

(iii). in compliance with any securities, tax, exchange control and any other applicable laws and regulations, including any limitation or requirement which may be imposed from time to time, inter alia, by CONSOB or the Bank of Italy.

This Placement Document and the information contained herein are intended only for the use of its recipient and are not to be distributed to any third-party resident or located in Italy for any reason. No person resident or located in Italy other than the original recipients of this document may rely on it or its contents.

Jordan

The Equity Shares are being offered in Jordan on a cross border basis based on one-on-one contacts to no more than thirty potential investors and accordingly the Equity Shares will not be registered with the Jordanian Securities Commission and a local prospectus is not required.

Republic of Korea

The Equity Shares have not been and will not be registered with the Financial Services Commission of Korea for public offering in the Republic of Korea under the Financial Investment Services and Capital Markets Act (the “FSCMA”), and none of the Equity Shares may be offered, sold or delivered, or offered or sold to any person for re-offering or resale, directly or indirectly in Korea or to any resident of Korea except pursuant to applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law (the “FETL”) and the decrees and regulations thereunder. Furthermore, the Equity Shares may not be re-sold to Korean residents, unless the purchaser of the Equity Shares under the Issue complies with all applicable

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regulatory requirements (including, but not limited to, governmental approval requirements under the FETL and its subordinate decrees and regulations) in connection with the purchase of the Equity Shares under the Issue.

Kingdom of Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the offers of securities regulations issued by the Capital Market Authority.

The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorised financial adviser.

Kuwait

The Equity Shares have not been licensed for offering in Kuwait by the Ministry of Commerce and Industry or the Central Bank of Kuwait or any other relevant government agency in Kuwait. The offering of the Equity Shares in Kuwait on the basis of a private placement or public offering is, therefore, restricted in accordance with Decree Law No. 31 of 1990, as amended, and Ministerial Order No. 113 of 1992, as amended. No private or public offering of the Equity Shares is being made in Kuwait, and no agreement relating to the sale of the Equity Shares will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market the Equity Shares in Kuwait.

Malaysia

This Placement Document has not been registered as a prospectus with the Securities Commission of Malaysia and no approval for the offering of the Equity Shares has been obtained from the Commission. Accordingly, this Placement Document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Equity Shares may not be circulated or distributed, nor may the Equity Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services Licence who carries on the business of fund management; or (iii) a person who acquires the Equity Shares, as principal, if the aggregate consideration for the acquisition is not less than Ringgit 250,000 (or equivalent in a foreign currency); or (iv) a corporation with total net assets exceeding Ringgit 10 million (or equivalent in a foreign currency) based on the latest audited accounts; or (v) a licensed offshore bank as defined under the Offshore Banking Act 1990; or (vi) an offshore insurer as defined under the Offshore Insurance Act 1990; or (vii) any other person as may be specified by the Commission in any guideline issued under section 377 of the Capital Markets and Services Act 2007, provided that, inter alia, the distribution of the Equity Shares is made by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities.

New Zealand

Each Underwriter represents and agrees that:

(a) it has not offered or sold, and will not offer or sell, directly or indirectly, any Equity Shares; and

(b) it has not distributed and will not distribute, directly or indirectly, any offering materials or advertisement in relation to any offer of Equity Shares, in each case in New Zealand other than:

(i). to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money;

(ii). to persons who in all the circumstances can properly be regarded as having been selected otherwise than as members of the public;

(iii). to persons who are each required to pay a minimum subscription price of at least N.Z.$500,000 for the Equity Shares before the allotment of the Equity Shares (disregarding any amounts payable, or paid, out of money lent by the Company or any associated person of the Company);

(iv). to persons who are eligible persons within the meaning of section 5(2CC) of the Securities Act 1978; or

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(v). in other circumstances where there is no contravention of the Securities Act 1978 of New Zealand (or any statutory modification or re-enactment of, or statutory substitution for, the Securities Act 1978 of New Zealand).

Oman

Disclaimer

For residents of the Sultanate of Oman

The information contained in this Placement Document does not constitute a public offer of securities in the Sultanate of Oman as contemplated by the Commercial Companies Law (Sultani Decree 4/74) or the Capital Market Law (Sultani Decree 80/98). The information contained in this Placement Document does not constitute an offer to sell, or the solicitation of any offer to buy non-Omani securities in the Sultanate of Oman as contemplated by Article 6 of the Executive Regulations (issued vide Ministerial Decision No.4/2001) to the Capital Market Law. The information contained in this Placement Document is not intended to lead to the conclusion of any contract of whatsoever nature within the territory of the Sultanate of Oman.

State of Qatar

The Equity Shares have not been and will not be offered, sold or delivered at any time, directly or indirectly, in the State of Qatar in a manner that would constitute a public offering. This Placement Document has not been reviewed or approved by or registered with the Qatar Central Bank or the Qatar Financial Markets Authority. This Placement Document is strictly private and confidential, and may not be reproduced or used for any other purpose, nor provided to any person other than the recipient thereof.

Singapore

The Book Running Lead Manager has acknowledged that this Placement Document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Book Running Lead Manager has represented and agreed that it has not offered or sold any Equity Shares or caused such Equity Shares to be made the subject of an invitation for subscription or purchase and will not offer or sell such Equity Shares or cause such Equity Shares to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Placement Document or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of such Equity Shares, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

This Placement Document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Placement Document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of any Equity Shares may not be circulated or distributed, nor may any Equity Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Equity Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

(c) securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that

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corporation or that trust has acquired the Equity Shares pursuant to an offer made under Section 275 of the SFA except:

(i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law; or

(iv) as specified in Section 276(7) of the SFA.

Spain

The proposed offer of Equity Shares has not been registered with the Comision Nacional del Mercado de Valores (the “CNMV”). Accordingly, each of the Underwriters has represented and agreed that :

(a) the Equity Shares may only be offered in Spain to qualified investors; or

the Equity Shares can only be offered to less than 100 offerees resident in Spain, excluding qualified investors; or

the amount of Equity Shares offered in Spain within a period of 12 months will be less than €2,500,000,

pursuant to and in accordance with Law 24/1988, as amended, Royal Decree 1310/2005 and any regulation issued thereunder.

Switzerland

This Placement Document does not constitute an Offering Memorandum within the meaning of Article 652a or Article 1156 of the Swiss Code of Obligations (Schweizerisches Obligationenrecht) or art. 27 et seq. of the SIX Listing Rules and is for the use of the direct recipient as addressed only, and is to be treated confidentially. The recipient must not forward this Placement Document to any third party.

United Arab Emirates (excluding the Dubai International Financial Centre)

This Placement Document is strictly private and confidential and is being distributed to a limited number of investors. This Placement Document must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose.

By receiving this Placement Document, the person or entity to whom it has been issued understands, acknowledges and agrees that none of the Equity Shares or the Placement Document have been approved by the U.A.E. Central Bank, the U.A.E. Ministry of Economy and Planning, the Securities and Commodities Authority (“SCA”) or any other authorities in the United Arab Emirates, nor has the placement agent, if any, received authorisation or licensing from the U.A.E. Central Bank, the U.A.E. Ministry of Economy and Planning, the SCA or any other authorities in the United Arab Emirates to market or sell the Equity Shares within the United Arab Emirates. No marketing of the Equity Shares has been or will be made from within the United Arab Emirates and no subscription to the Equity Shares may or will be consummated within the United Arab Emirates. It should not be assumed that the placement agent, if any, is a licensed broker, dealer or investment adviser under the laws applicable in the United Arab Emirates, or that it advises individuals resident in the United Arab Emirates as to the appropriateness of investing in or purchasing or selling securities or other financial products. The interests in the Equity Shares may not be offered or sold directly or indirectly to the public in the United Arab Emirates. This does not constitute a public offer of securities in the United Arab Emirates in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise.

Nothing contained in this Placement Document is intended to constitute investment, legal, tax, accounting or other professional advice. This Placement Document is for your information only and nothing in this Placement Document is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice rendered on the basis of your situation.

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United Kingdom

The Book Running Lead Manager represents, warrants and undertakes to the Company that:

1. it has complied and will comply with all applicable provisions of the Financial Services and Market Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Equity Shares in, from or otherwise involving the United Kingdom; and

2. it has only communicated or caused to be communicated and will only communicate or cause to be communicated in the United Kingdom any invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) received by it in connection with the issue or sale of the Equity Shares in circumstances in which Section 21(1) of the FSMA does not apply to the Company.

United States

The Equity Shares have not been and will not be registered under the Securities Act and, subject to certain exceptions, may not be offered or sold within the United States. Accordingly, the Equity Shares are being offered and sold outside of the United States in reliance on Regulation S to persons who are able to make the representations and undertakings summarised under “Transfer Restrictions”. The Placement Agreement provides that Book Running Lead Manager may directly or through its respective U.S. broker-dealer affiliate arrange for the offer and resale of Equity Shares within the United States only to “qualified institutional buyers” as defined in Rule 144A and to persons who are able to make the representations and undertakings set out under “Transfer Restrictions”. Please refer to the section on “Transfer Restrictions”.

In addition, until 40 days after the commencement of the offering of the Equity Shares, an offer or sale of Equity Shares within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A.

Prospective purchasers are hereby notified that sellers of the Equity Shares may be relying on the exemption from the provisions of Section 5 provided by Section 4(2) of the Securities Act provided by Rule 144A.

India The Placement Document has not been and will not be registered as a prospectus with the Registrar of Companies in India and the Equity Shares will not be offered or sold directly or indirectly, to the public or any members of the public in India or any other class of investors other than QIBs.

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INDIAN SECURITIES MARKET The information in this section has been extracted from publicly available documents from various sources, including the SEBI, the BSE and the NSE, and has not been prepared or independently verified by our Company or the Book Running Lead Manager, or any of their respective affiliates or advisors. The Indian Securities Market India has a long history of organised securities trading. In 1875, the first stock exchange was established in Mumbai. The SEBI Act granted SEBI the powers to regulate the business of Indian securities markets, including stock exchanges and other financial intermediaries, promote and monitor self-regulatory organisations, prohibit fraudulent and unfair trade practices and insider trading and regulate substantial acquisitions of shares and takeovers of companies. SEBI has also issued guidelines concerning minimum disclosure requirements by public companies, rules and regulations concerning investor protection, insider trading, substantial acquisitions of shares and takeovers of companies, buybacks of securities, employee stock option schemes, stockbrokers, merchant bankers, underwriters, mutual funds, foreign institutional investors, credit rating agencies and other capital market participants. Stock Exchange Regulations Indian stock exchanges are regulated primarily by SEBI, as well as by the Government of India acting through the Ministry of Finance, Capital Markets Division, under the Securities Contracts (Regulation) Act, 1956, as amended (the “SCRA”) and the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”). On June 20, 2012, SEBI, in exercise of its powers under the SCRA and the SEBI Act, notified the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2012 (the “SCR (SECC) Rules”), which regulate inter alia the recognition, ownership and internal governance of stock exchanges and clearing corporations in India together with providing for minimum capitalisation requirements for stock exchanges. The SCRA, the SCRR and the SCR (SECC) Rules along with the rules, by-laws and regulations of the respective stock exchanges regulate the recognition of stock exchanges, the qualifications for membership thereof and the manner in which contracts are entered into, settled and enforced between members. Listing of securities The listing of securities on a recognised Indian stock exchange is regulated by the Companies Act, the SCRA, the SCRR, the SEBI Act and various guidelines issued by SEBI and the listing agreements of the respective stock exchanges. Under the SCRR, the governing body of each stock exchange is empowered to suspend trading of or dealing in a listed security for breach of an issuer’s obligations under such listing agreement or for any other reason, subject to the issuer receiving prior notice of the intent of the exchange and upon granting of a hearing in the matter. In the event that a suspension of a company’s securities continues for a period in excess of three months, the company may appeal to the Securities Appellate Tribunal (“SAT”) established under the SEBI Act to set aside the suspension. SEBI has the power to veto stock exchange decisions in this regard. SEBI also has the power to amend such listing agreements and the by-laws of the stock exchanges in India. SEBI has notified the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as amended, (the “Delisting Regulations”) in relation to voluntary and compulsory delistings of equity shares from the stock exchanges. In addition, certain amendments to the SCRR have also been notified in relation to delisting. Pursuant to an amendment of the SCRR in June 2010, all listed companies (except public sector undertakings) are required to maintain a minimum public shareholding of 25% and have been given a period of three years to comply with such requirement. Pursuant to a notification dated January 30, 2012 and a circular dated February 1, 2012, SEBI has introduced two new mechanisms for listed Indian companies and their controlling shareholders to meet minimum public shareholding requirements, i.e., (i) the institutional placement programme; and (ii) an offer for sale (secondary offering) by the promoters and promoter group through the relevant stock exchange. On August 29, 2012, the Listing Agreement was amended to permit compliance with minimum public shareholding requirements by way of rights issues or bonus issues, each to public shareholders, with the promoters / promoter group forgoing their respective rights entitlements or bonus entitlements, as the case may

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be. Furthermore, this amendment permitted listed companies to approach SEBI for a relaxation from the available methods, or in relation to any other proposed method of compliance with the minimum public shareholding requirements. However, such requests would be considered on case to case basis based on merit. Index Based Market Wide Circuit Breaker System In order to restrict abnormal price volatility in any particular stock, SEBI has instructed stock exchanges to apply daily circuit breakers for most stocks, which do not allow transactions beyond a certain level of price volatility. The index-based market-wide circuit breaker system (equity and equity derivatives) applies at three stages of the index movement, at 10%, 15% and 20%. These circuit breakers, when triggered, bring about a coordinated trading halt in all equity and equity derivative markets nationwide. The market-wide circuit breakers are triggered by movement of either the SENSEX of the BSE or S&P CNX NIFTY of the NSE, whichever is breached earlier. The Indian stock exchanges can also exercise the power to suspend trading during periods of market volatility. Trading on Indian stock exchanges is subject to margin requirements imposed by stock exchanges that are required to be paid by stockbrokers. At the discretion of stock exchanges and under instructions from SEBI, stock exchanges can also impose ad hoc margins for specific stocks in the event of extreme volatility in price movements. Indian Stock Exchanges As at July 24, 2012, there are 20 recognised stock exchanges in India. (Source: www.sebi.gov.in) Most of the stock exchanges have their own governing board for self-regulation. The BSE and NSE together hold a dominant position among the stock exchanges in terms of the number of listed companies, market capitalisation and trading activity. BSE Established in 1875, it is the oldest stock exchange in India. In 1956 it became the first stock exchange in India to obtain permanent recognition from the Indian Government under the SCRA. As at September 30, 2012, the average daily traded value of the capital market segment was ` 22,751 million. As at September 30, 2012 there were 5,163 scrips traded on the BSE and the estimated market capitalisation of stocks trading on the BSE as at September 30, 2012 was ` 65,590,499 million. (Source: www.bseindia.com) NSE The NSE was established by financial institutions and banks to provide nationwide, online, satellite-linked, screen-based trading facilities for market-makers and electronic clearing and settlement for securities including government securities, debentures, public sector bonds and units. The NSE was recognised as a stock exchange under the SCRA in April 1993 and commenced operations in the wholesale debt market segment in June 1994. The capital market (equities) segment commenced operations in November 1994 and operations in the derivatives segment commenced in June 2000. The NSE launched the NSE 50 index, now known as S&P CNX NIFTY, on April 22, 1996 and the Mid-cap Index on January 1, 1996. The NSE has a wide network in major metropolitan cities, screen based trading and a central monitoring system. In September 30, 2012, the average

daily traded value of the capital market segment was ` 120,090 million. As at September 30, 2012, there were 1,657 listed companies trading on the NSE. As at September 30, 2012, the estimated market capitalisation of stocks trading on the NSE was ` 64,316,550 million. (Source: www.nseindia.com) Internet-Based Securities Trading and Services Internet trading takes place through order routing systems, which route client orders to exchange trading systems for execution. Stockbrokers interested in providing this service are required to apply for permission to the relevant stock exchange and also have to comply with certain minimum conditions stipulated by the SEBI. The NSE became the first exchange to grant approval to its members for providing Internet-based trading services. Internet trading is possible on both the “equities” as well as the “derivatives” segments of the NSE and the BSE.

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Trading Hours Trading on both the NSE and the BSE occurs from Monday through Friday, between 9:15 a.m. and 3:30 p.m. The NSE and the BSE are closed on public holidays. Pursuant to a circular dated October 23, 2009, the SEBI has permitted all the recognised stock exchanges to set their trading hours (in the cash and derivatives segments), subject to the conditions that, the trading hours are between 9 a.m. and 5 p.m. and such stock exchange has in place risk management system and infrastructure commensurate to the trading hours. Trading Procedure In order to facilitate smooth transactions, in 1995, the BSE replaced its open outcry system with the BSE On-line Trading (“BOLT”) facility. This totally automated screen based trading system was put into practice nation-wide. This has enhanced transparency in dealings and has assisted considerably in facilitating settlement cycles and improving efficiency in back-office work. The NSE introduced for the first time in India, fully automated screen based trading, which uses a modern, fully computerised trading system designed to offer investors across the length and breadth of the country a safe and easy way to invest. The NSE trading system, which is called the “National Exchange for Automated Trading” (“NEAT”) is a fully automated screen based trading system, which adopts the principle of an order driven market. Takeover Code On September 23, 2011, SEBI issued the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“Takeover Code”), replacing, in entirety, the erstwhile SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. Since our Company is an Indian listed company, the provisions of the Takeover Code apply to our Company. The Takeover Code has detailed provisions in relation to both, intimation on shareholding in the target company exceeding certain pre-defined limits, and mandatory bid obligations (open offer obligations) if pre-defined shareholding thresholds are crossed, or if there is a change in control. The Takeover Code also prescribes the minimum price at which the open offer must be made, and the minimum percentage of the target company’s share capital for which the open offer should be made. The open offer obligations are subject to certain exceptions. Insider Trading Regulations The SEBI (Prohibition of Insider Trading) Regulations 1992, as amended (“Insider Trading Regulations”), have been notified by SEBI to prohibit and penalise insider trading in India. The Insider Trading Regulations prohibit an “insider” from dealing, either on his own behalf or on behalf of any other person, in the securities of a company listed on any stock exchanges when in possession of unpublished price-sensitive information. The terms “insider” and “unpublished price-sensitive information” are defined in the Insider Trading Regulations. The Insider Trading Regulations also provide disclosure obligations for shareholders holding more than a pre-defined percentage, and directors and officers, with respect to their shareholding in the company, and the changes therein. The definition of “insider” includes any person who has received or has had access to unpublished price sensitive information of the company. Depositories In August 1996, the Indian Parliament enacted the Depositories Act, which provides a legal framework for the establishment of depositories to record ownership details and effect transfers in book-entry form. SEBI framed the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, which provide, inter alia, for the formation of such depositories, the registration of participants as well as the rights and obligations of the depositories, participants, companies and beneficial owners. The depository system has significantly improved the operation of the Indian securities markets.

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DESCRIPTION OF THE SHARES Set forth below is certain information relating to our share capital, including a brief summary of some of the provisions of the Memorandum and Articles of Association, the Companies Act and certain related legislation of India. General The authorised share capital of our Company was ` 650 million which comprised of 500 million Equity Shares of ` 1 each and 1,500,000 preference shares of ì 100 each. Pursuant to the approval of our shareholders on November 9, 2012, these 1,500,000 preference shares were reclassified as 150 million Equity Shares, as a result of which the authorised share capital comprises 650 million Equity Shares of ` 1 each. As at the date of this Placement Document, 272,990,866 Equity Shares were issued and outstanding. Our Company has, by way of a resolution dated November 9, 2012, approved a preferential allotment of up to 30,000,000 warrants to certain Promoters of our Company, namely, Opel Securities Private Limited and Kolon Investment Private Limited, in accordance with the provisions of Chapter VII of the SEBI Regulations and the Companies Act. The issue price for this preferential allotment would not be less than ì 69.01 per Equity Share. Our Company also proposes to issue, subject to market conditions, Bonds pursuant to the resolution of the shareholders of our Company dated September 17, 2012. These Bonds, if issued, will be convertible into Equity Shares with full voting rights at a conversion price to be determined in accordance with the terms and conditions of these Bonds. Dividend Under the Companies Act, unless our Board recommends the payment of dividend, the shareholders at a general meeting have no power to declare any dividend. The shareholders at a general meeting may declare a lower, but not higher, dividend than that recommended by the Board. Dividends are generally declared as a percentage of the par value. The dividend recommended by the Board and approved by the shareholders at a general meeting is distributed and paid to shareholders in proportion to the paid-up value of their Equity Shares on the record date for which such dividend is payable. In addition, as is permitted by the Articles of Association, the Board may announce and pay interim dividends. Under the Companies Act, dividends can only be paid in cash to shareholders listed on the register of shareholders on the date which is specified as the “record date” or “book closure date” or to those shareholders holding their Equity Shares in dematerialised form as at the “record date” or “book closure date”, a list of which is provided by NSDL and CDSL. No shareholder is entitled to a dividend while any lien in respect of unpaid calls on any of his Equity Shares is outstanding. Under the Companies Act, dividends must be paid out of the profits of our Company in the year in which the dividend is declared or out of the undistributed profits of previous fiscal years. Our Company is also required to set aside certain prescribed amounts for its statutory reserves. Before declaring a dividend greater than 10% of the par value of the Equity Shares, our Company is required, under the Companies Act, to transfer to its reserves a minimum percentage of its profits for that year, ranging from 2.5% to 10%, depending on the dividend percentage to be declared in such year. Dividends may also be declared and paid out of the accumulated profits in compliance with the provisions of the Companies (Declaration of Dividend out of Reserves) Rules, 1975.

Any dividend declared is required to be deposited in a separate bank account within five days from the date of the declaration of such dividend. Dividends must be paid within 30 days from the date of the declaration and any dividend which remains unpaid or unclaimed after that period must be transferred within seven days to a special unpaid dividend account held at a scheduled bank. Any money which remains unpaid or unclaimed for seven years from the date of such transfer must be transferred by our Company to the Investor Education and Protection Fund established by the Government pursuant to which no claim shall lie against our Company or the said Fund. Directors may be held criminally liable for any default of the aforementioned provisions. The Equity Shares to be issued pursuant to this Issue shall qualify for any dividend that is declared in respect of the financial year in which they have been allotted. Capitalisation of Reserves

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Our Company’s Articles of Association permit our Company by a resolution of the shareholders in a general meeting to resolve in certain circumstances that certain amounts standing to the credit of certain reserves or securities premium can be capitalised by the issue of fully paid bonus shares or by crediting shares not fully paid-up with the whole or part of any sum outstanding. Bonus shares must be issued pro rata to the amount of capital paid-up on existing shareholdings. Any issue of bonus shares by a listed company would be subject to the guidelines issued by the SEBI. The SEBI Regulations prescribe that no company shall, pending conversion of outstanding compulsorily convertible debt securities, issue any shares by way of bonus unless a similar benefit is extended to the holders of such outstanding compulsorily convertible debt securities, through a proportionate reservation of shares. Further, in order to issue bonus shares a company should not have defaulted in the payment of interest or principal in respect of fixed deposits and interest on existing debentures or principal on redemption thereof and should have sufficient reason to believe that it has not defaulted in respect of any statutory dues of the employees. The declaration of bonus shares in lieu of a dividend cannot be made. A bonus issue may be made out of free reserves built out of genuine profits or securities premium collected in cash and not from reserves created by revaluation of fixed assets. The issue of bonus shares must take place within 15 days from the date of approval by the board, if the articles of association of a company do not require such company to seek shareholders’ approval for capitalisation of profits or reserves for making bonus issues. If a company is required to seek shareholders’ approval for capitalisation of profits or reserves for making bonus issues, then the bonus issue should be implemented within two months from the date of the board meeting wherein the decision to issue bonus shares was taken subject to shareholders’ approval. Pre-emptive Rights and Alteration of Share Capital Subject to the provisions of the Companies Act, our Company can increase its share capital by issuing new shares. Such new shares must be offered to existing shareholders registered on the record date in proportion to the amount paid-up on those shares at that date. The offer shall be made by notice specifying the number of shares offered and the date (being not less than 15 days from the date of the offer) after which the offer, if not accepted, will be deemed to have been declined. After such date the Board may dispose of the shares offered in respect of which no acceptance has been received, in such manner as they think most beneficial to us. The offer is deemed to include a right exercisable by the person concerned to renounce the shares in favour of any other person. However, under the provisions of the Companies Act, new shares may be offered to any persons, whether or not those persons include existing shareholders, if a special resolution to that effect is passed by the shareholders of the company in a general meeting. The issue of the Equity Shares pursuant to this Issue has been approved by a special resolution of our Company’s shareholders and such shareholders have waived their pre-emptive rights with respect to such Equity Shares. The Articles provide that our Company may in a general meeting, from time to time increase its capital by the creation of new shares and may consolidate or sub-divide its share capital, convert all or any of its fully paid-up Equity Shares into stock and reconvert that stock into fully paid-up Equity Shares or cancel Equity Shares which have not been taken up by any person. Our Company may also from time to time by special resolution reduce its share capital. The Articles also provide that if at any time our Company’s share capital is divided into different classes of shares, the rights attached to any one class (unless otherwise provided by the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a special resolution, passed at a separate meeting of the holders of the shares of that class. Preference Shares The preference shares do not confer any further rights to participate in our Company’s profits or assets. Holders of preference shares are not entitled to vote at general meetings of our Company except where the dividend due on such capital has remain unpaid: (i) in the case of cumulative preference shares, in respect of an aggregate period of not less than two years

preceding the date of commencement of the meeting; and

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(ii) in the case of non-cumulative preference shares, either in respect of a period of not less than two years or in

respect of an aggregate period of not less than three years comprised in the six years ending with the expiry of the financial year immediately preceding the commencement of the meeting.

Under the Companies Act, our Company may issue redeemable preference shares but (i) no such shares shall be redeemed except out of profits of our Company which would otherwise be available for dividends or out of the proceeds of a fresh issue of shares made for the purposes of the redemption; (ii) no such shares shall be redeemed unless they are fully paid; (iii) the premium, if any, payable on redemption shall have been provided for out of the profits of our Company or out of our Company’s securities premium account, before the shares are redeemed; (iv) where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall, out of profits which would otherwise have been available for dividends, be transferred to a reserve fund, to be called the capital redemption reserve account, a sum equal to the nominal amount of the shares redeemed; and (v) the provisions of the Companies Act relating to the reduction of the share capital of a company shall apply as if such reserve account were paid-up share capital of such company. Preference shares must be redeemable before the expiry of a period of 20 years from the date of their issue. General Meetings of Shareholders Our Company must hold its annual general meeting each year within 15 months of the previous annual general meeting, unless extended by the Registrar of Companies at the request of our Company for any special reason for a period not exceeding three months. The Board of Directors may convene an extraordinary general meeting of shareholders when necessary or at the request of a shareholder or shareholders holding in the aggregate not less than 10% of the paid-up capital of our Company. Written notices convening a meeting setting out the date, place and agenda of the meeting must be given to members at least 21 days prior to the date of the proposed meeting. A general meeting may be called after giving shorter notice if consent is received from all shareholders entitled to vote, in the case of an annual general meeting, and from shareholders holding not less than 95% of the paid-up capital of our Company in the case of any other general meeting. Currently, our Company gives written notices to all members and, in addition, gives public notice of general meetings of shareholders in a daily newspaper of general circulation in the region of registered office of our Company. General meetings are generally held at Kalol, Gujarat. The quorum for a general meeting of our Company is five shareholders personally present. A company intending to pass a resolution relating to matters such as, but not limited to, amendment in the objects clause of the memorandum, buy-back of shares under the Companies Act, giving loans or extending guarantee in excess of limits prescribed under the Companies Act, and guidelines issued thereunder, are required to obtain the resolution passed by means of a postal ballot instead of transacting the business in the general meeting of the company. A notice to all the shareholders shall be sent along with a draft resolution explaining the reasons therefore and requesting them to send their assent or dissent in writing on a postal ballot within a period of 30 days from the date of posting the letter. Voting Rights At a general meeting upon a show of hands, every member holding shares and entitled to vote and present in person has one vote. Upon a poll the voting rights of each shareholder entitled to vote and present in person or by proxy is in the same proportion as the capital paid-up on each share held by such holder bears to the total paid-up capital of the company. Voting is by show of hands, unless a poll is ordered by the Chairman of the meeting or demanded by shareholder or shareholders holding at least 10% of the voting rights in respect of the resolution or by those holding paid-up capital of at least `50,000. The Chairman of the meeting has a casting vote. Ordinary resolutions may be passed by simple majority of those present and voting. Special resolutions require the vote of three-fourth of the members present and voting. Special resolutions require that the votes cast in favour of the resolution by those present and voting must be at least three times the votes cast against the resolution. The Companies Act provides that to amend the Articles of Association, a special resolution is required to be passed in a general meeting. Certain instances, including change in the name of the company, reduction of share capital, approval of variation of rights of special classes of shares and dissolution of the company require a special resolution.

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A shareholder may exercise his voting rights by proxy to be given in the form provided by the Articles. The instrument appointing a proxy is required to be lodged with our Company at least 48 hours before the time of the meeting. A shareholder may, by a single power of attorney, grant a general power of representation regarding several general meetings of shareholders. Any shareholder of our Company may appoint a proxy. A proxy shall not vote except on a poll and does not have a right to speak at meetings. A corporate shareholder is also entitled to nominate a representative to attend and vote on its behalf at general meetings, who shall not be deemed a proxy. Such an authorised representative can vote in all respects as if a member, including on a show of hands and a poll. The Companies Act allows for a company to issue shares with differential rights as to dividend, voting or otherwise subject to certain conditions prescribed under applicable law. In this regard, the laws require that for a public company to issue shares with differential voting rights, the company must have had distributable profits in terms of the Companies Act for a period of three immediately preceding financial years, the company has not defaulted in filing annual accounts and annual returns for the immediately preceding three years, the Articles of Association of the company allow for the issuance of such shares with differential voting rights and such other conditions set forth in the Companies (Issue of Share Capital with Differential Voting Rights) Rules, 2001. However, the equity listing agreement that must be entered into by all companies with listed equity shares in India has been amended, and provides that public listed companies are prohibited from issuing shares with superior voting rights or dividends vis-a-vis the rights on equity shares that are already listed. Convertible Securities/Warrants Our Company may issue from time to time debt instruments that are partly and fully convertible into Equity Shares and/or warrants to purchase Equity Shares. Register of Shareholders and Record Dates Our Company is obliged to maintain a register of shareholders at its registered office or with the approval of its shareholders by way of a special resolution and with prior intimation to the Registrar of Companies at some other place in the same city. Our Company recognises as shareholders only those persons whose names appear on the register of shareholders and cannot recognise any person holding any share or part of it upon any express, implied or constructive trust, except as permitted by law. In the case of shares held in physical form, transfers of shares are registered on the register of shareholders upon lodgement of the share transfer form duly complete in all respects accompanied by a share certificate or, if there is no certificate, the letter of allotment in respect of shares transferred together with duly stamped transfer forms. In respect of electronic transfers, the depository transfers shares by entering the name of the purchaser in its books as the beneficial owner of the shares. In turn, the name of the depository is entered into our Company’s records as the registered owner of the shares. The beneficial owner is entitled to all the rights and benefits as well as the liabilities with respect to the shares held by a depository. For the purpose of determining the shareholders, the register may be closed for periods not exceeding 45 days in any one year or 30 days at any one time at such times, as the Board may deem expedient in accordance with the provisions of the Companies Act. Under the listing agreements of the Stock Exchanges on which our Company’s outstanding shares are listed, our Company may, upon at least seven working days’ advance notice to such stock exchanges, set a record date and/or close the register of shareholders in order to ascertain the identity of shareholders. The trading of shares and the delivery of certificates in respect thereof may continue while the register of shareholders is closed. Under the Companies Act, our Company is also required to maintain a register of debenture holders. Annual Report and Financial Results Our Company’s audited financial statements for the relevant financial year, the directors’ report and the auditors’ report (collectively the “Annual Report”) must be laid before the annual general meeting. These also include certain other financial information of our Company, a corporate governance section and management’s discussion and analysis and are made available for inspection at our Company’s registered office during normal working hours for 21 days prior to the annual general meeting. Under the Companies Act, our Company must file the annual report with the Registrar of Companies within 30

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days from the date of the annual general meeting. As required under the Listing Agreement, six copies are required to be sent to the Stock Exchanges as soon as they are issued. Our Company must also publish its financial results in at least one English language daily newspaper circulating in the whole or substantially the whole of India and also in a newspaper published in the language of the region where the Registered Office of our Company is situated. Our Company files certain information on-line, including its annual report, quarterly financial results, report on corporate governance and the shareholding pattern statement and such other statements, information and reports as may be specified by the SEBI from time to time, in accordance with the requirements of the Listing Agreement. Transfer of Shares Shares held through depositaries are transferred in the form of book entries or in electronic form in accordance with the regulations laid down by the SEBI. These regulations provide the regime for the functioning of the depositaries and the participants and set out the manner in which the records are to be kept and maintained and the safeguards to be followed in this system. Transfers of beneficial ownerships of shares held through a depositary are exempt from stamp duty. The SEBI requires that for trading and settlement purposes, our Company’s Equity Shares should be in book-entry form for all investors, except for transactions that are not made on a stock exchange and transactions that are not required to be reported to the stock exchange. Our Company’s Equity Shares are freely transferable, subject only to the provisions of the Companies Act under which, if a transfer of Shares contravenes the SEBI provisions or the regulations issued under it or the SICA or any other similar law, the Indian Company Law Board may, on an application made by the company, an investor or the SEBI, direct a rectification of the register of records. If a company without sufficient cause refuses to register a transfer of shares within two months from the date of which the instrument of transfer is delivered to the company, the transferee may appeal to the Indian Company Law Board seeking to register the transfer of equity shares. The Company Law Board may, in its discretion, issue an interim order suspending the voting rights attached to the relevant equity shares before completing its investigation of the alleged contravention. Under the Companies (Second Amendment) Act, 2002, the Indian Company Law Board is proposed to be replaced with the National Company Law Tribunal. Pursuant to the Listing Agreement, in the event our Company has not effected the transfer of Equity Shares within one month or where our Company has failed to communicate to the transferee any valid objection to the transfer within the stipulated time period of one month, our Company is required to compensate the aggrieved party for the opportunity loss caused during the period of delay. The Companies Act provides that the shares or debentures of the public listed company (such as our Company) shall be freely transferable. Our Company’s Articles of Association provide for certain restrictions on the transfer of shares, including granting power to the board of directors in certain circumstances, to refuse to register or acknowledge transfer of shares or other securities issued by our Company. However, to the extent that the provisions of the Articles are in conflict with any of the provisions of the Companies Act, the Companies Act shall prevail. Further, under the Companies Act, the enforceability of these transfer restrictions is unclear. Acquisition by our Company of its own Equity Shares A company is prohibited from acquiring its own shares unless the consequent reduction of capital is effected by an approval of at least 75% of its shareholders voting on the matter in accordance with the Companies Act and is also sanctioned by the High Court having jurisdiction at the place where the company’s registered office is situated. Moreover, subject to certain conditions, a company is prohibited from giving whether directly or indirectly and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company or its holding company. However, pursuant to certain amendments to the Companies Act, a company has been empowered to purchase its own shares or other specified securities out of its free reserves, or the securities premium account or the proceeds of any shares or other specified securities (other than the kind of shares or other specified securities proposed to be bought back) subject to certain conditions, including:

• the buy-back should be authorised by the Articles of Association of the company;

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• a special resolution has been passed in the general meeting of the company authorising the buy-back ;

• the buy-back is limited to 25% of the total paid-up capital and free reserves. Further, the buy-back of equity shares in any financial year shall not exceed 25% of the total paid-up equity capital in that financial year.;

• the ratio of debt owed by the company is not more than twice the capital and free reserves after such buy-back; and

• the buy-back is in accordance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998, as amended.

The second condition mentioned above would not be applicable if the buy-back is for less than 10% of the total paid-up equity capital and free reserves of the company and provided that such buy-back has been authorised by the board of directors of the company. Further, a company buying back its securities is not permitted to buy -back any securities for a period of one year from the buy-back or to issue new securities for six months from the buy-back date. Every buy-back has to be completed within a period of one year from the date of passing of the special resolution or resolution of the board of directors as the case may be. A company buying back its securities is required to extinguish and physically destroy the securities so bought back within seven days of the last date of completion of the buy-back. The company is also prohibited from purchasing its own shares or specified securities through any subsidiary company including its own subsidiary companies through any investment company (other than a purchase of shares in accordance with a scheme for the purchase of shares by trustees of or for shares to be held by or for the benefit of employees of the company) or if the company is defaulting on the repayment of deposit or interest, redemption of debentures or preference shares or payment of dividend to a shareholder or repayment of any term loan or interest payable thereon to any financial institution or bank, if the company is listed and wishes to buy-back its shares or specified securities for the purpose of delisting its shares or specified securities or in the event of non-compliance with certain other provisions of the Companies Act. Liquidation Rights Subject to the rights of creditors, workmen, statutory creditors and of the holders of any other shares entitled by their terms of issue to preferential repayment over the Equity Shares, in the event of a winding up of our Company, the holders of the Shares are entitled to be repaid the amounts of capital paid-up or credited as paid-up on such Shares. All surplus assets after payments due to workmen, statutory creditors, and secured and unsecured creditors belong to the holders of the equity shares in proportion to the amount paid up or credited as paid-up on such shares respectively at the commencement of the winding-up.

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TAXATION

Indian Taxation The following is a summary of the principal taxation aspects that would be applicable to prospective investors in the Equity Shares. The summary is based on the taxation law and practice in force at the time of this Placement Document and is subject to change. The summary does not purport to deal with all aspects of taxation that may be relevant to a particular investor in light of their investment or tax circumstances. THIS SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF THE TAX CONSEQUENCES OR A LEGAL OPINION UNDER INDIAN LAW OR THE LAW OF ANY OTHER JURISDICTION OF THE ACQUISITION, OWNERSHIP AND SALE OF THE EQUITY SHARES BY POTENTIAL INVESTORS. POTENTIAL INVESTORS SHOULD, THEREFORE, CONSULT THEIR OWN TAX ADVISOR ON THE CONSEQUENCES OF SUCH ACQUISITION, OWNERSHIP AND SALE, INCLUDING SPECIFICALLY, TAX CONSEQUENCES UNDER INDIAN LAW. The Indian Income Tax Act, 1961 (the “Income Tax Act”) is the law relating to taxes on income in India. The Income Tax Act provides for the taxation of persons resident in India on global income and persons not resident in India on income received, accruing or arising in India or deemed to have been received, accrued or arisen in India. Taxation of Dividends Dividends are not taxable in the hands of the recipient and hence dividends, if any, paid to the potential investor will not be liable to tax. However, the Company will be required to pay dividend distribution tax at the rate of 16.2225 per cent (including surcharge and education cess) on the total amount distributed as dividends. Residence for the Purpose of the Income Tax Act A company is resident in India in any year ended 31 March if it is an Indian company or if, during that year, control and management of its affairs is situated wholly in India. An Indian company means a company formed and registered under the Companies Act and includes a company formed and registered under any law relating to companies formerly in force in India or a corporation established by or under a central, state or provincial Act of India or an institution, association or a body declared by the Central Board of Direct Taxes of India to be a company for the purpose of the Income Tax Act; provided that the registered office or, as the case may be, the principal office of the company, corporation, institution, association or body is in India. Taxation on the Sale of Equity Shares Currently, any gain realised on the sale of the Equity Shares which have been held for more than 12 months to an Indian resident, or to a non-resident investor in India, will not be subject to Indian capital gains tax if Securities Transaction Tax (“STT”) has been paid on the transaction. Such transactions are subject to STT of 0.125 per cent depending on the nature of the securities. No surcharge or education cess is payable on STT. STT is collected by the relevant stock exchange and is paid to the government. Any long-term capital gain realised on the sale of Equity Shares to an Indian resident whether in India or outside India, or to a non- resident in India on which no STT has been paid, will be subject to Indian capital gains tax, if any, at the rate of 10.0 per cent. plus the applicable surcharge on income tax and education cess. For the purpose of computing capital gains tax on the sale of the Equity Shares under the Income Tax Act, the cost of the acquisition of the Equity Shares will be the cost at which the Equity Shares are acquired in the Offering. Capital gains realised in respect of Equity Shares held (calculated in the manner set forth in the prior paragraph) for 12 months or less (a short-term capital gain) on which STT is paid in the manner and at the rates set out above are subject to tax at the rate of 15.00 per cent. plus the applicable surcharge on income tax and an education cess. In the event that no STT is paid, a short-term capital gain is subject to tax at variable rates with a maximum rate of 40.0 per cent. plus the applicable rate of surcharge on income tax and education cess. The actual rate of tax on a short-term capital gain depends on a number of factors, including

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the legal status of the non-resident holder. In general terms, losses arising from a transfer of a capital asset in India can only be set- off against capital gains. A long-term capital loss can be set-off only against a long-term capital gain. A short-term capital loss can be set-off against both long-term capital gains and short-term capital gains. To the extent that losses are not absorbed in the year of transfer, they may be carried forward for a period of eight assessment years immediately succeeding the assessment year in which the loss arises and may be set-off against the capital gains of subsequent assessment years. If investors are covered by the STT regime, any loss arising from the transfer of long-term capital assets may not be available for set-off against long-term capital gains. As per the provisions of Sections 196D(2) of the Income Tax Act, no withholding tax is required to be deducted from any income by way of capital gains arising to FIIs (as defined in Section 115AD of the Income Tax Act) on the transfer of the redeemed underlying Equity Shares in India. Tax Treaties The provisions of the Agreement for Avoidance of Double Taxation entered into by the Central Government with the country of residence of the non-resident investor will be applicable to the extent that they are more beneficial to the non-resident investor. This will be applicable to all the existing provisions of the Income Tax Act set out in this section. Taxation on Buy-backs of Equity Shares or Delisting If the Equity Shares held by the investor are purchased by the Company from the investor under a Buy Back Offer or by an acquirer under a Delisting Offer, the investor will be liable to income tax in respect of the capital gains arising on such buy-back as per the provisions of the Income Tax Act. Taxation on Payment on Liquidation or Reduction of Capital If any distribution is made by the Company to its shareholders on the Company’s liquidation or on the reduction of the Company’s capital, to the extent to which the distribution is attributable to the Company’s accumulated profits, the same will be treated as deemed dividend income in the hands of the shareholders. Under the existing provisions of the Income Tax Act, in addition to the income tax chargeable in respect of a domestic company for any assessment year, any amount declared, distributed or paid by such company by way of dividends (whether interim or otherwise) on or after 1 April 2003, whether out of current or accumulated profits, shall be charged to additional income tax referred to as tax on distributed profits at the rate of 16.2225 per cent (including surcharge and education cess). Any gains accruing to the shareholders on the liquidation or reduction of capital in excess of such accumulated profits will be liable to income tax as capital gains in the hands of the shareholders as per the provisions of the Income Tax Act. Withholding Tax Long-term capital gains arising to non-resident investors on the transfer of the Equity Shares in India will not be subject to a withholding tax if STT has been paid on the transaction. Other long-term capital gains will be subject to a withholding tax at the rate of 10.0 per cent. plus the applicable surcharge and education cess. Short-term capital gains arising to non-resident investors on the transfer of the Equity Shares will be subject to a withholding tax at the normal rate of 15.0 per cent. plus the applicable surcharge and education cess (as explained above) applicable to the non-resident investor under the Income Tax Act if STT has been paid on the transaction. Other short-term capital gains will be subject to withholding tax at variable rates subject to a maximum rate of 40.0 per cent. plus the applicable surcharge and education, depending on their legal status. However, as per the provisions of Section 196D(2) of the Income Tax Act, no withholding tax is required to be deducted from any income by way of capital gains arising to FIIs (as defined in Section 115AD of the Income Tax Act) on the transfer of the redeemed underlying Equity Shares in India. The provisions of the Agreement for Avoidance of Double Taxation entered into by the Central Government with the country of residence of the non-resident investor will be applicable to the extent that they are more beneficial to the non-resident investor. Service Tax Brokerage or commission fees paid to stockbrokers in connection with the sale or purchase of Equity Shares are now subject to an ad valorem Indian service tax of 12.0 per cent. (plus an education cess). The stockbroker is responsible for collecting such service tax at such rate and for paying the same to the relevant authority.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS PLACEMENT DOCUMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY THE ISSUER IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY THE ISSUER OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

* * * * *

The following is a summary of certain material U.S. federal income tax consequences of the acquisition,

ownership and disposition of Equity Shares by a U.S. Holder (as defined below). This summary deals only with

initial purchasers of Equity Shares that are U.S. Holders and that will hold the Equity Shares as capital assets.

The discussion does not cover all aspects of U.S. federal income taxation that may be relevant to, or the actual

tax effect that any of the matters described herein will have on, the acquisition, ownership or disposition of

Equity Shares by particular investors, and does not address state, local, foreign or other tax laws. This summary

also does not address tax considerations applicable to investors that own (directly or indirectly) 10 per cent. or

more of the voting stock of the Company, nor does this summary discuss all of the tax considerations that may

be relevant to certain types of investors subject to special treatment under the U.S. federal income tax laws (such

as financial institutions, insurance companies, investors liable for the alternative minimum tax, individual

retirement accounts and other tax-deferred accounts, tax-exempt organisations, dealers in securities or

currencies, investors that will hold the Equity Shares as part of straddles, hedging transactions or conversion

transactions for U.S. federal income tax purposes or investors whose functional currency is not the U.S. dollar).

As used herein, the term “U.S. Holder” means a beneficial owner of Equity Shares that is, for U.S. federal

income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation created or

organised under the laws of the United States or any State thereof, (iii) an estate the income of which is subject

to U.S. federal income tax without regard to its source or (iv) a trust if a court within the United States is able to

exercise primary supervision over the administration of the trust and one or more U.S. persons have the

authority to control all substantial decisions of the trust, or the trust has elected to be treated as a domestic trust

for U.S. federal income tax purposes.

The U.S. federal income tax treatment of a partner in an entity treated as a partnership for U.S. federal income

tax purposes that holds Equity Shares will depend on the status of the partner and the activities of the

partnership. Prospective purchasers that are entities treated as partnerships for U.S. federal income tax purposes

should consult their tax advisers concerning the U.S. federal income tax consequences to their partners of the

acquisition, ownership and disposition of Equity Shares by the partnership.

The summary assumes that the Company is not a passive foreign investment company (a “PFIC”) for U.S.

federal income tax purposes, which the Company believes to be the case. The Company’s possible status as a

PFIC must be determined annually and therefore may be subject to change. If the Company were to be a PFIC in

any year, materially adverse consequences could result for U.S. Holders.

This summary is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as

amended, its legislative history, existing and proposed regulations thereunder, published rulings and court

decisions, as well as on the income tax treaty between the United States and the Republic of India (the

“Treaty”), all as of the date hereof and all subject to change at any time, possibly with retroactive effect.

THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR

GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT

THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF

OWNING THE EQUITY SHARES, INCLUDING THEIR ELIGIBILITY FOR THE BENEFITS OF

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THE TREATY, THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER

TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

Dividends

General. Distributions paid by the Company out of current or accumulated earnings and profits (as determined

for U.S. federal income tax purposes) will generally be taxable to a U.S. Holder as foreign source dividend

income, and will not be eligible for the dividends received deduction allowed to corporations. Distributions in

excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the

extent of the U.S. Holder’s basis in the Equity Shares and thereafter as capital gain. However, the Company

does not maintain calculations of its earnings and profits in accordance with U.S. federal income tax accounting

principles. U.S. Holders should therefore assume that any distribution by the Company with respect to Equity

Shares will constitute ordinary dividend income. A U.S. Holder will not be able to claim a U.S. foreign tax

credit for the Indian dividend distribution tax of 16.225 per cent. (inclusive of applicable surcharge and

education cess) which the Company must pay as a result of any distribution on the Equity Shares (as discussed

under “TAXATION – Indian Taxation”). U.S. Holders should consult their own tax advisers with respect to the

appropriate U.S. federal income tax treatment of any distribution received from the Company.

For taxable years that begin before 2013, dividends paid by the Company will generally be taxable to a non-

corporate U.S. Holder at the special reduced rate normally applicable to long-term capital gains, provided the

Company qualifies for the benefits of the Treaty. A U.S. Holder will be eligible for this reduced rate only if it

has held the Equity Shares for more than 60 days during the 121-day period beginning 60 days before the ex-

dividend date. A U.S. Holder will not be able to claim the reduced rate on dividends received from the Company

if the Company is treated as a PFIC in the taxable year in which the dividends are received or in the preceding

taxable year. See “Passive Foreign Investment Company Considerations” below.

Prospective purchasers should consult their tax advisers concerning the applicability of the foreign tax credit and

source of income rules to dividends on the Equity Shares.

Foreign Currency Dividends. Dividends paid in Rupees will be included in income in a U.S. dollar amount

calculated by reference to the exchange rate in effect on the day the dividends are received by the U.S. Holder,

regardless of whether the Rupees are converted into U.S. dollars at that time. If dividends received in Rupees are

converted into U.S. dollars on the day they are received, the U.S. Holder generally will not be required to

recognise foreign currency gain or loss in respect of the dividend income.

Sale or other Disposition

Subject to the PFIC rules discussed below, upon a sale or other disposition of Equity Shares, a U.S. Holder generally will recognise capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount realised on the sale or other disposition and the U.S. Holder’s adjusted tax basis in the Equity Shares. This capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in the Equity Shares exceeds one year.

Any gain or loss will generally be U.S. source. Therefore, a U.S. Holder may have insufficient foreign source

income to utilise foreign tax credits attributable to any Indian tax (excluding the applicable surcharge and

education cess) imposed on a sale or disposition. In addition, it is not entirely clear whether the STT qualifies as

a foreign tax “in lieu of” an income tax under Section 903 of the Code. If the STT does not so qualify, U.S.

Holders will not be entitled to claim a foreign tax credit with respect to the STT. Prospective purchasers should

consult their tax advisers as to the availability of and limitations on any foreign tax credit attributable to the

payment of any Indian tax.

A U.S. Holder’s tax basis in an Equity Share will generally be its U.S. dollar cost. The U.S. dollar cost of an

Equity Share purchased with foreign currency will generally be the U.S. dollar value of the purchase price on

the date of purchase, or the settlement date for the purchase, in the case of Equity Shares traded on an

established securities market, within the meaning of the applicable Treasury Regulations, that are purchased by

a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects). Such an election by an accrual basis

U.S. Holder must be applied consistently from year to year and cannot be revoked without the consent of the

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IRS. The amount realised on a sale or other disposition of Equity Shares for an amount in foreign currency will

be the U.S. dollar value of this amount on the date of sale or disposition. On the settlement date, the U.S. Holder

will recognise U.S. source foreign currency gain or loss (taxable as ordinary income or loss) equal to the

difference (if any) between the U.S. dollar value of the amount received based on the exchange rates in effect

on the date of sale or other disposition and the settlement date. However, in the case of Equity Shares traded on

an established securities market that are sold by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so

elects), the amount realised will be based on the exchange rate in effect on the settlement date for the sale, and

no exchange gain or loss will be recognised at that time.

See “Passive Foreign Investment Company Considerations” below for a discussion of more adverse rules that

will apply to a sale or other disposition of Equity Shares if the Company is or becomes a PFIC for U.S. federal

income tax purposes.

Disposition of Foreign Currency

Foreign currency received on the sale or other disposition of an Equity Share will have a tax basis equal to its

U.S. dollar value on the settlement date. Foreign currency that is purchased will generally have a tax basis equal

to the U.S. dollar value of the foreign currency on the date of purchase. Any gain or loss recognised on a sale or

other disposition of a foreign currency (including its use to purchase Equity Shares or upon exchange for U.S.

dollars) will be U.S. source ordinary income or loss.

Passive Foreign Investment Company Considerations

The Company does not believe that it should be treated as a PFIC for U.S. federal income tax purposes but the

Company’s possible status as a PFIC must be determined annually and therefore may be subject to change. If

the Company were to be treated as a PFIC, U.S. Holders of Equity Shares would be required (i) to pay a special

U.S. addition to tax on certain distributions and gains on sale and (ii) to pay tax on any gain from the sale of

Equity Shares at ordinary income (rather than capital gains) rates in addition to paying the special addition to tax

on this gain. Additionally, dividends paid by the Company would not be eligible for the special reduced rate of

tax described above under “Dividends-General”. Prospective purchasers should consult their tax advisers

regarding the potential application of the PFIC regime.

Backup Withholding and Information Reporting

Payments of dividends and other proceeds with respect to Equity Shares by a U.S. paying agent or other U.S.

intermediary will be reported to the IRS and to the U.S. Holder as may be required under applicable regulations.

Backup withholding may apply to these payments if the U.S. Holder fails to provide an accurate taxpayer

identification number or certification of exempt status or fails to report all interest and dividends required to be

shown on its U.S. federal income tax returns. Certain U.S. Holders are not subject to backup withholding. U.S.

Holders should consult their tax advisers as to their qualification for exemption from backup withholding and

the procedure for obtaining an exemption.

Foreign Financial Asset Reporting

Recently enacted legislation imposes reporting requirements on the holding of certain foreign financial assets,

including equity of foreign entities, if the aggregate value of all of these assets exceeds $50,000 at the end of the

taxable year or $75,000 at any time during the taxable year. The thresholds are higher for individuals living

outside of the United States and married couples filing jointly. The Equity Shares are expected to constitute

foreign financial assets subject to these requirements unless the Equity Shares are held in an account at a

financial institution (in which case the account may be reportable if maintained by a foreign financial

institution). U.S. Holders should consult their tax advisors regarding the application of this legislation.

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GENERAL INFORMATION (1) Our Company was incorporated on June 1, 1931, as “The Bharat Vijay Mills Limited” under the Baroda

State Companies Act of S.Y., 1975. Having duly passed the necessary resolution under Section 21 of the Companies Act on June 26, 1995, the name of our Company was changes to “Sintex Industries Limited. Our Company’s Registered Office is located at Kalol, Gandhinagar District, North Gujarat – 382 721, India. Our Company is registered with the Registrar of Companies, Gujarat, Dadra & Nagar Haveli.

(2) For the main objects of our Company please refer to the Memorandum of Association of our Company.

Copies of the Memorandum and Articles of Association of our Company will be available for inspection during usual business hours on any weekday (except Saturdays and public holidays) at our Company’s Registered Office.

(3) The issue of the Equity Shares was authorised by shareholders of our Company at the AGM on

September 17, 2012. The terms of the Issue were approved by the Board of Directors on August 11, 2012. (4) Our Company has recevied the in-principle approvals under Clause 24(a) of the Listing Agreements to

list the Equity Shares on the Stock Exchanges. (5) Our Company has obtained all consents, approvals and authorisations required in connection with the

Issue. (6) There has been no material adverse change in the financial or trading position of our Company and its

subsidiaries taken together as a whole since September 30, 2012 and no material adverse change in the financial position or prospects of our Company and its subsidiaries taken together as a whole since September 30, 2012.

(7) The Financial Statements, as set out in this Placement Document, have been audited or reviewed, as the

case may be, by M/s. Deloitte Haskins & Sells, Chartered Accountants, and they have consented to the inclusion of their audit report or review report, as the case may be, to such Financial Statements, in this Placement Document.

(8) Our Company confirms that it is in compliance with the minimum public shareholding requirements as

required under the terms of the Listing Agreements with the Stock Exchanges. (9) The Floor Price for the Issue is ` 65.90 per Equity Share, with November 8, 2012 as the Relevant Date.

The Floor Price has been calculated in accordance with the provisions of Chapter VIII of the SEBI Regulations, as per a certificate dated November 8, 2012, issued by the Auditors of our Company.

172

INDEPENDENT ACCOUNTANTS Our Company’s current statutory auditors are M/s Deloitte Haskins & Sells, Chartered Accountants, who audited the financial statements as at and for the years ended March 31, 2012, 2011 and 2010, and reviewed the condensed, interim financial statements as at and for the six month periods ended September 30, 2012, included in this Placement Document, are independent auditors with respect to our Company as required by the Companies Act and in accordance with the guidelines issued by the ICAI.

173

LEGAL MATTERS

Certain legal matters in connection with the Issue will be passed upon for us by AZB & Partners with respect to matters of Indian law.

Certain legal matters in connection with the Issue will be passed upon for the Book Running Lead Manager by Amarchand & Mangaldas & Suresh A. Shroff & Co. with respect to matters of Indian law and by Linklaters Singapore Pte. Ltd. with respect to matters of U.S. federal securities laws.

Each of AZB & Partners, Amarchand & Mangaldas & Suresh A. Shroff & Co. and Linklaters Singapore Pte. Ltd. does not make, or purport to make, any statement in this document and is not aware of any statement in this document which purports to be based on a statement made by it and each of them makes no representation, express or implied, regarding, and takes no responsibility for, any statement in or omission from this document.

174

FINANCIAL STATEMENTS

Sr. No. Particulars Page Nos. 1. Reviewed Financial Statements F – 1

2. Revised Schedule VI Financial Statements F – 53

3. Old Schedule VI Financial Statements F – 90

F - 1

Report on Review of Interim Financial Information

ToThe Board of Directors ofSintex Industries Limited

IntroductionWe have reviewed the accompanying Condensed Consolidated Balance Sheet of SINTEX INDUSTRIES LIMITED (“the Company”) and its subsidiaries (the Company and its subsidiaries constitute "the Group”) as at 30th September, 2012, the Condensed Consolidated Statement of Profit and Loss and the Condensed Consolidated Cash Flow Statement of the Group for the six months period ended on that date and a summary of significant accounting policies and other explanatory notes, annexed thereto (together referred to as “the Interim Financial Information”). This Interim Financial Information prepared and presented by the Company pursuant to Accounting Standard 25 (AS - 25) on “Interim Financial Reporting” as notified under the Companies (Accounting Standards) Rule, 2006 as per Section 211(3C) of the Companies Act, 1956, is the responsibility of the Company’s Management and has been approved by the Board of Directors of the Company. Our responsibility is to issue a conclusion on this Interim Financial Information based on our review.

Scope of ReviewWe conducted our review in accordance with the Standard on Review Engagements (SRE) 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India. A review of Interim Financial Information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

ConclusionBased on our review, nothing has come to our attention that causes us to believe that the accompanying Interim Financial Information does not give a true and fair view of the state of affairs of the Group as at 30th September, 2012 and of its profit and its cash flows for the six months period then ended in accordance with the applicable Accounting Standards notified pursuant to the Companies (Accounting Standards) Rules, 2006 as per Section 211(3C) of the Companies Act, 1956 and other recognised accounting practices and policies.

Other MatterWe did not review the financial statements of certain subsidiaries, whose financial statements reflect total assets of Rs. 13623.64 million as at 30th September,2012, total revenues of Rs. 6656.95 million and net cash out flows amounting to Rs. 29.11 million for the six months period ended on that date and of an associate whose financial statements reflect the Group’s share of profit of Rs. 19.73 million for the six months then ended, as considered in the Interim Financial Information. These financial statements have been reviewed by other auditors whose reports have been furnished to us and our opinion in so far as it relates to the amounts included in respect of these subsidiaries is based solely on the reports of the other auditors.

F - 2

We have relied on the unaudited financial statements of ten subsidiaries, whose financial statements reflect total assets of Rs. 3057.60 million as at 30th September, 2012, total revenue of Rs. 870.22 million and cash inflows amounting to Rs. 25.16 million for the six months period ended on that date as considered in the Interim Financial Information. These unaudited financial statements have been compiled and certified by the management and have not been subject to audit by independent auditors. Our opinion, in so far as it relates to the amounts included in respect of these three subsidiaries is based solely on these financial statements certified by the management.

For Deloitte Haskins & SellsChartered Accountants

(Registration No. 117365W)

(Gaurav J. Shah)Place: Ahmedabad PartnerDate: 11th October, 2012 (Membership No. 35701)

F - 3

Condensed Consolidated Balance Sheet as at September 30, 2012

(Rs. In Million)Particulars Note As at

Sept. 30, 2012As at

March 31, 2012As at

Sept. 30, 2011A. EQUITY AND LIABILITIES

1 Shareholders’ funds(a) Share Capital(b) Reserves and surplus

34

271.127,424.0

271.126,211.8

271.125,390.0

2 Non-current liabilities(a) Long-term borrowing(b) Deferred tax liabilities(c) Other long-term liabilities(d) Long –term provisions

529.5

67

27,695.1

13,410.72,857.1

168.1151.1

26,482.9

12,724.82,791.5

166.3149.3

25,661.1

24,373.22,524.5

229.82,836.7

3 Current liabilities(a) Short-term borrowing(b) Trade payable(c) Other current liabilities(d) Short-term provisions

89

1011

16,587.0

17,610.85,523.82,543.53,199.0

15,831.9

16,822.05,308.32,405.93,444.9

29.964.2

3,334.76,767.02,013.3

601.628,877.1 27,981.1 12,716.6

Total 73,159.2 70,295.9 68,341.9

F - 4

(Rs. In Million)

Particulars Note As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

B. ASSETS1. Non-current assets

(a) Fixed assets(i) Tangible assets(ii) Intangible assets(iii) Capital work-in-progress

1212

24,307.51,321.43,477.7

25,025.91,376.72,531.0

22,466.51,419.91,469.8

(b) Goodwill on Consolidation(c) Non-current investments(d) Deferred tax assets(e) Long-term loans and advances

1329.514

29,106.62,168.2

691.1385.8

1,705.9

28,933.62179.2

669.1410.1

1,764.1

25,356.22,190.1

574.5428.8

3,153.8

2. Current assets(a) Current investments(b) Inventories(c) Trade receivables(d) Cash and cash equivalents(e) Short-term loans and advances(f) Other current assets

151617181920

4,951.0

753.94,161.0

17,302.57,390.59,012.1

481.6

5,022.5

753.73,955.1

16,534.57,206.17,441.6

448.8

6,347.2

2,718.54,138.4

15,276.78,985.95,149.3

369.739,101.6 36,339.8 36,638.5

Total 73,159.2 70,295.9 68,341.9See accompanying notes forming part of the condensed financial statements

F - 5

Condensed Consolidated Statement of Profit and Loss for the six months period ended September 30, 2012

(Rs. In Million)

Particulars Note For the six months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

1 Revenue from operations (gross)Less : Excise duty

21 23,205.7581.4

45,341.8974.1

23,102.9472.0

Revenue from operations (net)2 Other income 22

22,624.3272.6

44,367.7672.4

22,630.9294.4

3 Total revenue (1+2) 22,896.9 45,040.1 22,925.34 Expenses

(a) Cost of materials consumed(b) Purchases of stock-in-trade(c) Changes in inventories of finished goods and work -in-

progress(d) Employee benefits expense(e) Finance costs(f) Depreciation and amortisation expense(g) Other expenses

23.a23.b23.c

24251226

12,679.5629.1

(238.5)

2,713.6714.6987.7

3,402.9

25,067.5797.7(23.2)

5,119.71,358.31,678.26,396.8

12,669.6398.8

(141.8)

2,457.3766.2875.9

3,360.9Total expenses 20,888.9 40,395.0 20,386.9

5 Profit before exceptional items and tax (3 - 4)6 Exceptional items 27

2,008.0337.2

4,645.1466.4

2,538.4606.0

7 Profit before tax (5 - 6)8 Tax expense:

(a) Current tax expense for current period/ year(b) (Less): MAT credit(c) Current tax expense relating to prior periods/years

1,670.8

409.0--

4,178.7

909.6(150.5)

76.3

1,932.4

499.9-

75.4(d) Net current tax expense(e) Deferred tax

409.090.0

835.4324.2

575.338.5

499.0 1,159.6 613.8

F - 6

(Rs. In Million)

Particulars Note For the six months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

9 Profit after tax before Minority Interest & Share of Profit of Associate (7-8)

10 Share of Profits attributable to Minority Interest11 Share of Profit of Associate

1,171.8

-19.7

3,019.1

-49.0

1,318.6

-15.1

12 Profit for the period/ year (9 - 10 + 11) 1,191.5 3,068.1 1,333.713 Earnings per share (of Rs. 1/- each):

(a) Basic (In Rs.)(b) Diluted (In Rs.)

29.44.404.40

11.3211.32

4.924.92

See accompanying notes forming part of the condensed financial statements

F - 7

Condensed Consolidated Cash Flow Statement for the six months period ended 30th September, 2012 (Rs. In Million)Particulars For the six

months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit before taxAdjustments for :Profit on Sale of Fixed Assets & InvestmentsUnrealised Foreign Exchange (Gain)/Loss (Net)Interest IncomeDepreciationInterest and Financial ChargesProvision for Doubtful debts and advancesEmployees Compensation ExpensesDividend income

1,670.8

(1.5)305.0

(129.0)987.7714.6

2.0-

(0.5)

4178.7

(156.9)197.1

(328.5)1,678.21,358.3

7.310.0

-

1,932.4

(69.2)933.8

(184.1)875.9766.2

2.810.0(1.9)

1,878.3 2,765.5 2,333.5Operating profit before working capital changesAdjustments for :Trade & other receivablesInventoriesTrade payables

3,549.1

(2,314.5)(205.9)

244.6

6,944.2

(5,582.5)(185.2)(494.4)

4,265.9

(2,078.0)(368.5)

677.2(2,275.8) (6,262.2) (1,769.3)

Cash generated from/(used in) operationsDirect taxes paid (Net)

1,273.3(434.6)

682.0(1,242.3)

2,496.6(668.4)

Net cash from/(used in) Operating Activities - (A) 838.7 (560.3) 1,828.2B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets and capital work in progressSale of fixed assetsPurchase of InvestmentsSale of InvestmentsInterest receivedDividend received

(885.3)34.4(2.3)

-129.0

0.5

(7,554.5)2,454.6

(60.8)181.6328.5

-

(2,953.2)2.6

(0.1)-

184.11.9

F - 8

Net cash (used in) Investing Activities - (B) (723.7) (4,650.6) (2,764.7)

(Rs. In Million)Particulars For the six

months periodendedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long Term BorrowingsRepayment of Long Term borrowingsNet increase/(decrease) in working capital borrowingsInterest paidDividend paid

1,160.0(547.1)

442.2(933.2)(201.8)

4,006.2(1,362.8)(1,046.4)(1,900.2)

(205.8)

3,733.6(516.6)

(3,023.5)(778.9)(203.9)

Net cash (used in) Financing Activities - (C) (79.9) (509.0) (789.3)Net increase/(decrease) in cash & cash equivalents (A+B+C)Cash and cash equivalents at the beginning of the period /yearEffect of exchange differences on restatement of foreign currency cash and cash equivalents

35.17,959.8

149.4

(5,719.9)13,077.0

602.7

(1,725.8)13,077.0

353.2

Cash and cash equivalents at the end of the period /year 8,144.3 7,959.8 11,704.4

Notes : (Rs. In Million)Particulars For the six

months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

1 Cash and cash equivalents at the end of the period /year comprises:Cash on handCheques, draft on handBalance with Banks:In Current AccountsIn Fixed Deposit (Refer note (2),(3) and (4) below)In earmarked accounts- unpaid dividend accounts

15.9-

980.16,386.1

8.3

5.66.3

1,380.85,809.5

3.9

19.9-

1,414.17,546.5

5.4

F - 9

Current Investments considered as part of Cash and Cash Equivalents (Refer note 15)

753.9 753.7 2,718.5

Total 8,144.3 7,959.8 11,704.4

2 Balances with banks include deposits amounting to Rs. 569.8 million., Rs. 553.7 million & Rs. 526.9 million as on 30th September 2012, 31st March 2012 & 30th September 2011 respectively which have an original maturity of more than 12 months.

3 Out of total deposits Rs. 5,930.7 million, Rs. 5,063.6 millions & Rs. 5,460.3 million unutilized amount of FCCB issue as on 30th September 2012, 31st March 2012 & 30th September 2011 respectively.

4 Balance with banks includes deposits of Rs. 1,712.7 million, Rs. 1,660.5 million & Rs. 1,572.8 million under lien to banks as on 30th September 2012, 31th March 2012 & 30th September 2011 respectively.

5 The Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard-3 on Cash Flow Statements issued by the Institute of Chartered Accountants of India.

6 The previous year’s/period's figures have been regrouped wherever necessary to make them comparable with this period's figures.

F - 10

Notes forming part of the Condensed Consolidated financial statements

1. CORPORATE INFORMATION

Sintex Industries Limited (SIL), the flagship company of Sintex group is one of the leading manufacturers of plastics and composites along with a strong presence in structured fabrics in India. The Company is headquartered in Kalol (Gujarat) and enjoys a pan-India presence through 17 manufacturing facilities in India. Besides, its operations are spread across 11 countries in four continents through 35 manufacturing facilities and 29 global subsidiaries, namely Zep Infratech Ltd. (formerly known as Zeppelin Mobile Systems India Limited) (100% stake), Bright AutoPlast Limited (100% stake), Wasaukee Composites Inc., USA (100% stake) and Nief Plastic SA, a French company (100% stake) and Sintex Infra Projects Limited (100% stake).

2. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of accounting and preparation of financial statementsThe financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year/period.

b) Use of EstimatesThe preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year/period. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

c) Fixed AssetsFixed assets are stated at historical cost net of cenvat, inclusive of financing costs till commencement of commercial production and less accumulated depreciation.

d) Impairment of AssetsThe Company evaluates impairment losses on the fixed assets whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If such assets are considered to be impaired, the impairment loss is then recognised for the amount by

F - 11

which the carrying amount of the assets exceeds its recoverable amount, which is the higher of an asset's net selling price and value in use. For the purpose of assessing impairment, assets are grouped at the smallest level for which there are separately identifiable cash flows.

e) Expenditure during Construction PeriodIn case of new projects/expansion of existing projects, revenue expenditure incurred during construction/pre-operative period in so far as such expenses relate to the period prior to the commencement of commercial production are treated as part of the project cost and capitalised.

f) Intangible AssetsCertain technical know how and software cost are capitalised and recognised as Intangible Assets in terms of Accounting Standard -26 "Intangible Assets " based on materiality, accounting prudence and significant economic benefits expected to flow there from for a period longer than one year.

g) DepreciationDepreciation on Buildings, Plant and Machinery is calculated on straight line basis at the rates and in the manner specified in Schedule XIV of the Companies Act, 1956. Depreciation on Furniture, Fixtures, Office Equipments, Borewell and Vehicles is calculated on written down value basis at the rates and in the manner specified in Schedule XIV of the Companies Act, 1956.

Intangible assets are amortised over a period of five years .

h) Borrowing CostInterest and other costs in connection with the borrowings of the funds to the extent related/attributed to the acquisition /construction of qualifying fixed assets are capitalised upto the date when such assets are ready for their intended use and other borrowing costs are charged to the Statement of Profit and Loss.

i) InvestmentsLong term investments are stated at cost. Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in nature. Current Investments are stated at lower of cost or fair value.

Investments other than in subsidiaries are accounted as per Accounting Standard-13 on "Accounting for Investments".

j) InventoriesInventories of finished goods, raw materials, process stock and property under development are carried at lower of cost and net realisable value. Fuel and stores & spare parts are carried at or below cost. Cost for raw materials, fuel, stores & spare parts are ascertained on

F - 12

weighted average /FIFO basis. Cost for finished goods and process stock is ascertained on full absorption cost basis and includes excise duty. Cost of property under development includes cost of land, material, labour, manufacturing and other overheads.

F - 13

k) Revenue RecognitionRevenue is recognized based on the nature of activity, when consideration can be reasonably measured and there exists reasonable certainty of its recoverability.

Revenue from sale of goods is recognised when substantial risk and rewards of ownership are transferred to the buyer under the terms of the contract.

Sales value is net of discount and inclusive of excise duty but does not include other recoveries such as handling charges, transport, octroi, etc.

l) Cenvat creditCenvat credit is accounted for on accrual basis on purchase of materials.

m) Foreign Currency TransactionsTransactions in foreign currency are recorded at the exchange rates prevailing at the time the transactions are effected.

Monetary items denominated in foreign currency at the year/period end are restated at year/period end rates. In case of items which are covered by forward exchange contracts, the differences between the year/period end rates and rate on the date of the contract is recognised as exchange difference and the premium paid on forward contracts is recognised over the life of the contract.

Any income or expense arising on restatement/settlement, other than that arising on long term foreign currency monetary items, are recognised in the Statement of Profit and Loss for the period in which the difference takes place.

The exchange differences arising on restatement / settlement of long-term foreign currency monetary items are capitalised as part of the depreciable fixed assets to which the monetary item relates and depreciated over the remaining useful life of such assets or amortised on settlement over the maturity period of such items if such items do not relate to acquisition of depreciable fixed assets. The unamortised balance is carried in the Balance Sheet as “Foreign currency monetary item translation difference account” net of the tax effect thereon. Refer note 28.6.

Non monetary foreign currency items are carried at historical cost.

n) Prior Period Expenses/IncomeMaterial items of prior period expenses/income are disclosed separately.

F - 14

o) Employees Benefits

Defined Contribution PlanThe Company's contributions paid / payable for the year/period to Provident Fund and ESIC are recognised in the Statement of Profit and Loss.

Defined Benefit PlanThe Company's liabilities towards gratuity and leave encashment are determined using the projected unit credit method which considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation. Past services are recognised on a straight line basis over the average period until the amended benefits become vested. Actuarial gain and losses are recognised immediately in the Statement of Profit and Loss as income or expense. Obligation is measured at the present value of estimated future cash flows using a discounted rate that is determined by reference to market yields at the Balance Sheet date on Government bonds where the currency and terms of the Government bonds are consistent with the currency and estimated terms of the defined benefit obligation.

p) Employee Stock Option SchemeThe Company has formulated Sintex Industries Limited Employee Stock Option Scheme, 2006 (ESOS) in accordance with SEBI (Employee Stock Option and Employee Stock Purchase Scheme) Guidelines, 1999. The ESOS is administered through a Trust. The accounting of employees share based payment plans administered through the Trust is carried out in terms of "Guidance Note on Accounting for Employee Share-based Payments " issued by the Institute of Chartered Accountants of India. In accordance with SEBI Guidelines, the excess, if any, of the closing market price on the day prior to the grant of the options under ESOS over the exercise price is amortised on a straight line basis over the vesting period.

q) Accounting for TaxCurrent tax is accounted on the basis of estimated taxable income for the current accounting period and in accordance with the provisions of the Income Tax Act, 1961. Deferred tax resulting from "Timing Differences" between book and taxable profit is accounted for using the tax rates that have been enacted or substantively enacted on the Balance Sheet date. The deferred tax asset is recognised and carried forward only to the extent that there is a reasonable certainty that the assets will be realised in future.

r) LeasesAssets acquired under lease where the Company has substantially all the risks and rewards incidental to ownership are classified as finance leases. Such assets are capitalised at the inception of the lease at the lower of the fair value or the present value of minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost, so as to obtain a constant periodic rate of interest on the outstanding liability for each period.

F - 15

Assets acquired on leases where a significant portion of the risks and rewards incidental to ownership is retained by the lessor are classified as Operating Lease. Lease rentals are charged to the Statement of Profit and Loss on accrual basis.

s) Redemption Premium of Foreign Currency Convertible Bonds (FCCBs)Premium payable on redemption of FCCBs is fully provided and charged to Securities Premium Account in the year of issue.

t) Provisions, Contingent Liabilities and Contingent AssetsProvisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nor disclosed in the financial statements.

u) Derivative ContractsIn respect of derivative contracts, premium paid and gains/ losses on settlement are charged to the Statement of Profit and Loss. Losses arising on the restatement of the outstanding derivative contracts as at the year/period end by marking them to market are charged to the Statement of Profit and Loss.

3) Principles of Consolidation:

The condensed consolidated financial statements relate to Sintex Industries Limited ("the Company") and its subsidiary companies. The consolidated financial statements have been prepared on the following basis:

a) The condensed financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together the book value of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealised profits or losses in accordance with Accounting Standard-21 - "Consolidated Financial Statements" issued by the Institute of Chartered Accountants of India.

b) The operations of foreign subsidiaries are not considered as an integral part of the operations of the parent. Hence all revenue items are consolidated at the average rate prevailing during the year/period. All assets and liabilities are converted at the rates prevailing at the end of the year/period. Any exchange difference arising on consolidation is recognised in the " Foreign Currency Translation Reserve".

c) The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case may be.

F - 16

d) Minority Interest's share of net profit of consolidated subsidiaries for the year/period is identified and adjusted against the income of the group in order to arrive at the net income attributable to shareholders of the Company.

e) Minority Interest's share of net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet separate from liabilities and the equity of the company's shareholders.

f) Investment in Associate Companies has been accounted under the equity method as per Accounting Standard-23 - “Accounting for Investments in Associates in Consolidated Financial Statements”.

g) The Company accounts for its share in change in net assets of the associates, post acquisition, after eliminating unrealised profits and losses resulting from transactions between the Company and its associates to the extent of its share, through its Statement of Profit and Loss to the extent such change is attributable to the associates’ Statement of Profit and Loss and through its reserves for the balance, based on available information.

h) The difference between the cost of investment in the associates and the share of net assets at the time of acquisition of shares in the associates is identified in the financial statements as Goodwill or Capital Reserve as the case may be.

i) As far as possible, the Condensed Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company's separate Financial Statements.

j) Investments made by the parent company in subsidiary companies subsequent to the holding-subsidiary relationship coming into existence are eliminated while preparing the condensed consolidated financial statement.

k) Intragroup balances and intragroup transactions are eliminated to the extent of share of the parent company in full.

l) Unrealised profits on account of intra group transactions have been accounted for depending upon whether the transaction is an upstream or a downstream transaction.

F - 17

Notes forming part of the Condensed Consolidated financial statements

3. SHARE CAPITAL

(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

Authorised50,00,00,000 (previous year and period 50,00,00,000) Equity Shares of Rs. 1 each with voting rights15,00,000 (previous year and period 15,00,000) Preference Shares of Rs. 100 each

500.0

150.0

500.0

150.00

500.0

150.0650.0 650.0 650.0

Issued27,30,22,666 (previous year and period 27,30,22,666) Equity Shares of Rs. 1 each with voting rights

273.0 273.0 273.0

273.0 273.0 273.0Subscribed and fully paid up27,29,90,866 (previous year and period 27,29,90,866) Equity Shares of Rs. 1 each with voting rightsLess:- Amount Recoverable from ESOP Trust (face value of equity sharesallotted to the Trust)

273.0

1.9

273.0

1.9

273.0

1.9

Total 271.1 271.1 271.1

Notes:i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:Equity shares with voting rights For the six

months period endedSept. 30, 2012

Year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

At the beginning of the reporting period/year- Number of shares- Amount (Rs. In Million)At the end of the reporting period/year

272,990,866273.0

272,990,866273.0

272,990,866273.0

F - 18

- Number of shares- Amount (Rs. In Million)

272,990,866273.0

272,990,866273.0

272,990,866273.0

ii) Terms/ Rights attached to equity sharesThe Company has only one class of equity shares having a par value of Rs. 1/- per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in indian rupees. The dividend proposed by the Board of Directors is subject to approval of Shareholders in the ensuing AGM.

iii) Equity shareholder holding more than 5% of equity shares along with the number of equity shares held is as given below:

Class of shares/Name of shareholder

As at Sept. 30, 2012 As at March 31, 2012 As at Sept. 30, 2011Number of shares held

% holding in that class of

shares

Number of shares held

% holding in that class of

shares

Number of shares held

% holding in that class of

sharesEquity shares with voting rightsBVM Finance Private Limited 78,103,905 28.61% 78,103,905 28.61% 73,925,530 27.08%

iv) As at 30th September 2012, 31st March 2012, and 30th September 2011, 3,69,94,928 equity shares were reserved for issuance towards Foreign Currency Convertible Bonds (FCCBs) (Refer Note 28.4).

4. RESERVES AND SURPLUS(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

a) Capital reserveBalance as per last Balance sheet

b) Capital redemption reserveBalance as per last Balance sheet

c) Securities premium accountBalance as per last Balance sheet

478.0

150.5

6,671.2

478.0

150.5

6,671.2

478.0

150.5

6,671.2

F - 19

* Include Rs. 342.6 million (previous year and period Rs. 342.6 million) recoverable from ESOP Trust (Premium on equity shares allotted to the Trust)

d) Debenture redemption reserveOpening balanceAdd: Transferred from surplus in Statement of Profit and LossLess: Utilised / transferred during the period/year

732.5166.3

-

399.8332.7

-

399.8--

Closing balance 898.8 732.5 399.8

e) Employee stock options outstanding accountOpening balanceAdd: Amortization during the period/year for Employee

Compensation ExpenseLess: Transferred to Securities premium account on

issuance of equity shares to employees

294.1-

-

284.110.0

-

284.110.0

-

Closing balance 294.1 294.1 294.1

f) General reserveOpening balanceAdd: Transferred from surplus in Statement of Profit and Loss

2,055.8-

1,805.8250.0

1,805.8-

Closing balance 2,055.8 2,055.8 1,805.8

g) Foreign Currency Monetary item Translation Difference AccountOpening balance(Less): Effect of foreign exchange rate variations during the period/year(Refer note 28.6)

(442.1)140.1

-(442.1)

--

Closing balance (302.0) (442.1) -

h) Foreign Currency Translation Reserve

i) International Business Development Reserves Account

(42.3) 52.6 300.0

F - 20

(Refer note 28.3)Opening balanceLess: Adjusted towards expenses specified under the Scheme of Arrangement

78.524.5

122.744.2

122.727.3

Closing balance 54.0 78.5 95.4

j) Surplus in Statement of Profit and LossOpening balanceAdd: Profit for the period/yearLess: Dividends proposed to be distributed to equity shareholders Rs. 0.65 Per share Tax on dividendTransferred to:General reserveDebenture Redemption Reserve

16,140.71,191.5

-

-

-166.3

13,861.53,068.1

177.4

28.8

250.0332.7

13,861.51,333.7

-

-

--

Closing balance 17,165.9 16,140.7 15,195.2Total 27,424.0 26,211.8 25,390.0

5. LONG TERM BORROWING(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

a) DebenturesSecured

b) Term loansFrom banks : Secured Unsecured

6,000.0

6,958.261.6

6,000.0

6,311.784.7

6,000.0

6,639.4296.1

From other : Secured Unsecured

7,019.8

213.3176.1

6396.4

150.5176.0

6,935.5

328.699.4

F - 21

c) Long-term maturities of finance lease obligations (Refer note 29. 3.A)Secured

389.4

1.5

326.5

1.9

428.0

1.5

d) Zero Coupon Foreign Currency Convertible Bonds (Refer note 28.4)Unsecured - - 11,008.2

Total 13,410.7 12,724.8 24,373.2

6. OTHER LONG-TERM LIABILITIES(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

Trade / security deposits received 168.1 166.3 229.8Total 168.1 166.3 229.8

7. LONG-TERM PROVISIONS(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

a) Provision for employee benefits: i) Provision for compensated absencesii) Provision for gratuity

b) Provision - Others:i) Provision for premium payable on redemption of outstanding

FCCBs (Refer Note 28.4)ii) Others

76.658.8

-

15.7

73.857.9

-

17.6

70.885.2

2,631.7

49.0Total 151.1 149.3 2,836.7

F - 22

8. SHORT-TERM BORROWINGS

(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

a) Loans repayable on demandFrom banks

Secured Unsecured

5,183.2570.8

4,240.51,071.3

2,584.9749.8

b) Other loans and advances Unsecured Zero Coupon Foreign Currency Convertible Bonds (Refer Note 28.4)

5,754.0

11,856.8

5,311.8

11,510.2

3,334.7

-

Total 17,610.8 16,822.0 3,334.7

9. TRADE PAYABLES

(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

Trade payables:AcceptancesOther than Acceptances

212.85,311.0

395.14,913.2

414.26,352.8

Total 5,523.8 5,308.3 6,767.0

F - 23

10. OTHER CURRENT LIABILITIES(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

a) Current maturities of long-term debtb) Current maturities of finance lease obligations

(Refer Note 29.3.A)c) Interest accrued but not due on borrowingsd) Interest accrued and due on borrowingse) Investor's Education and Protection Fund

Unpaid dividends (These do not include any amounts due and outstanding to be credited to "Investors Education and Protection Fund")

f) Other payables i) Statutory remittances (Contributions to PF and ESIC,

withholding Taxes, Excise Duty, VAT, Service Tax, etc.) ii) Payables on purchase of fixed assets iii) Advances from customers

1,293.61.2

206.063.1

8.3

169.2

37.6764.5

1,366.61.2

63.868.5

3.9

141.0

97.2663.7

1,185.42.3

205.451.9

5.4

108.7

111.8342.4

Total 2,543.5 2,405.9 2,013.3

11. SHORT TERM PROVISIONS(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

a) Provision for employee benefits: i) Provision for Compensated absences

b) Provision - Others: i) Provision for premium payable on redemption of FCCBs (Refer

Note 28.4) ii) Provision for proposed equity dividend iii) Provision for tax on proposed dividends

14.4

2,631.7

--

11.1

2,631.7

177.428.8

11.1

-

--

F - 24

iv) Others 552.9 595.9 590.5Total 3,199.0 3,444.9 601.6

12. FIXED ASSETSA. Tangible Assets

(Rs. In Million)

PARTICULARS GROSS BLOCK DEPRECIATION AND AMORTIZATION NET BLOCK

As at April 1,

2012

Acquired on

Acquisition

Additionsduring

the period

Foreign currency

translation reserve

Deductions during the

period

Borrowing cost

As at Sept. 30,

2012

As at April 1,

2012

Acquired on

Acquisition

For the period

Foreign currency

translation reserve

Adjustment during the

period

As at Sept. 30,

2012

As at Sept.30, 2012

As at March

31, 2012

As at Sept.

30, 2011

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17

Land 938.7 - 3.2 - - - 941.9 - - - - - - 941.9 938.7 936.7

Buildings 4,252.2 - 48.4 15.0 - - 4,315.6 1,130.5 - 95.4 29.4 - 1,255.3 3,060.3 3,121.7 2,760.1

Plant & Machinery 29,149.4 - 252.5 (12.3) 71.6 - 29,318.0 8,502.4 - 768.0 99.3 51.4 9,318.3 19,999.7 20,647.0 18,438.4

Furniture,Fixture &Office equipments

549.8 - 16.8 12.3 9.4 - 569.5 393.3 - 15.4 7.0 0.5 415.2 154.3 156.5 165.4

Vehicles 351.9 - 19.1 0.4 10.6 - 360.8 189.9 - 24.9 0.2 5.5 209.5 151.3 162.0 165.9

Total Tangible Assets

35,242.0 - 340.0 15.4 91.6 - 35,505.8 1,0216.1 - 903.7 135.9 57.4 1,1198.3 24,307.5 25,025.9 22,466.5

F - 25

12. FIXED ASSETSB. Intangible Assets (other than internally generated)

(Rs. In Million)

PARTICULARS GROSS BLOCK DEPRECIATION AND AMORTIZATION NET BLOCK

As at April 1,

2012

Acquired on

Acquisition

Additionsduring

the period

Foreign currency

translation reserve

Deductions during the

period

Borrowing cost

As at Sept.

30, 2012

As at April 1,

2012

Acquired on

Acquisition

For the period

Foreign currency

translation reserve

Adjustment during the

period

As at Sept. 30,

2012

As at Sept.30, 2012

As at March

31, 2012

As at Sept.

30, 2011

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17

Technical Know how

160.3 - - (0.1) - - 160.2 56.6 - 4.2 - - 60.8 99.4 103.7 90.2

ERP Software 280.0 - 38.3 - - - 318.3 205.8 - 17.7 1.2 - 224.7 93.6 74.2 91.2

Non Compete Fees 50.0 - - - - - 50.0 50.0 - - - - 50.0 - - 0.3

Others (Goodwill) 1,533.5 - - (8.3) - - 1,525.2 334.7 - 62.1 - - 396.8 1,128.4 1,198.8 1,238.2

Total Intangible Assets

2,023.8 - 38.3 (8.4) - - 2,053.7 647.1 - 84.0 1.2 - 732.3 1,321.4 1,376.7 1,419.9

Total Assets 37,265.8 - 378.3 7.0 91.6 - 37,559.5 10,863.2 - 987.7 137.1 57.4 11,930.6 25,628.9 26,402.6 23,886.4

F - 26

13. NON-CURRENT INVESTMENTS(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

Investments (At cost)A. Trade, Unquoted

a) Investments in Equity Instruments i) of Associates

Zillion Infrastructures Private Limited 3056093 (previous year and period 3056093) shares of Rs. 10 each fully paid

B. Non Trade, Unquoteda) Investments in Equity Instruments

i) of other entities:BVM Finance Pvt Ltd1738000 (previous year and period 1738000) shares of Rs. 10 each fully paid

Sintex Oil & Gas Ltd50000 (previous year and period 50000) shares of Rs. 10 each fully paidSintex International Ltd900000 (previous year and period 900000) shares of Rs. 10 each fully paidNief Global Limited200000 (previous year and period 200000) shares of AED 10 each fully paidWasaukee Global Limited200000 (previous year and period 200000) shares of AED 10 each fully paid

C. Other Investments, Quoteda) Investments in Equity Instruments

i) of other entities:Dena Bank30200 (previous year and period 30200) shares of Rs. 10 each fully Paid

512.0

86.9

0.5

30.0

30.4

30.4

0.9

490.0

86.9

0.5

30.0

30.4

30.4

0.9

456.2

86.9

0.5

30.0

-

-

0.9

F - 27

Total 691.1 669.1 574.5

14. LONG TERM LOANS AND ADVANCES

(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

a) Capital advances Unsecured, considered good

b) Security deposits Unsecured, considered good

c) Advance income tax net of provisions Unsecured, considered good

d) MAT credit entitlement Unsecured, considered good

e) Other loans and advances Unsecured, considered good

f) Excise & Service Tax under Protest

789.8

211.9

224.9

440.0

14.1

25.2

823.8

261.1

199.4

440.0

14.6

25.2

2,359.3

221.7

248.3

289.5

9.8

25.2

Total 1,705.9 1,764.1 3,153.8

F - 28

15. CURRENT INVESTMENTS

Particulars Face value

(in Rs.)

As at September 30, 2012 As at March 31, 2012 As at September 30, 2011No. of units Rs. In

MillionNo.of units

Rs. In Million

No. of units

Rs. In Million

Current Investments (At lower of cost and fair value)Non-Trade, UnquotedUnits of Mutual FundsTempleton India Short Term Income Plan Inst.-G 1000 18728 28.5 18728 28.5 18728 28.5

Templeton India Income Opp. Fund- G 10 4675563 50.0 4675563 50.0 4675563 50.0

Birla Sunlife STP 1 10 482 0.1 482 0.1 482 0.1

IDFC MMF TPA-Growth 10 - - 6125 0.1 8677 0.1

IDFC Imperial Equity Fund-Plan A G 10 64001 1.2 64001 1.2 64001 1.2

IDFC Premier Equity Fund Plan A Growth 10 6430 0.2 3195 0.1 7496 0.2

HDFC CMF Tap- R.G 10 705 * 705 * 7278 0.1

HDFC Top 200 Fund G 100 6130 1.3 6130 1.3 6130 1.3

HDFC Mid Cap Opportunities Fund G 10 13935 0.2 13935 0.2 - -

HDFC Core and Satellite Fund 10 31472 1.3 31472 1.3 31472 1.3

HDFC Equity Fund G 100 5511 1.5 5511 1.5 4657 1.3

HDFC Top 200 Fund G 100 6154 1.2 6154 1.2 6154 1.2

IDFC Imprerial Equity Fund-Plan A G 10 64525 1.2 64525 1.2 64525 1.2

HDFC Top 200 Fund G 100 636 0.1 636 0.1 636 0.1

HDFC CMF TAP- R. GROWTH 10 13555 0.3 29001 0.6 - -

HDFC Equity Fund G 100 2853 0.8 2132 0.6 1504 0.4

HDFC Top 200 Fund - G 100 3722 0.8 2789 0.6 1980 0.4Reliance Liquid Fund Treasury Plan Retail Option Growth Option Growth Plan 10 29 0.1 3052 0.1 4999 0.1

Reliance Banking Fund 100 2480 0.2 2480 0.2 1922 0.2

Kotak Floater Long Term-Growth 10 887 * 887 * 5259 0.1

Kotak MID CAP 10 12415 0.3 12415 0.3 9216 0.2

DSP BlackRoack Money Manager Fund-Regular Plan Growth 1000 11 * 11 * 103 0.1

DSP BlackRoack Micro Cap Fund R- 10 20342 0.3 20342 0.3 15804 0.2

IDFC MMF TPA-Growth 10 987 * 987 * - -

IDFC Premier Equity Fund Plan A 10 9194 0.3 9194 0.3 - -

DSP Black Rock Small and Mid Cap Fund - R 10 17882 0.3 17882 0.3 13845 0.2

Templeton India Income Opp. Fund- G 10 180734 2.1 180734 2.1 1890073 20.0

F - 29

Birla Sunlife Ultra Short Term Fund- Retail-Growth 100 6256 1.2 6256 1.2 - -

IDFC FMP- Yearly Series 54-Growth 10 140000 1.4 140000 1.4 - -Particulars Face

value(in Rs.)

As at September 30, 2012 As at March 31, 2012 As at September 30, 2011No. of units Rs. In

MillionNo.of units

Rs. In Million

No. of units

Rs. In Million

Birla Sunlife Cash Manager-Growth 100 12613 3.2 12613 3.2 - -

Birla Sun Life Fixed Term Plan Series EG G 10 73000 0.7 73000 0.7 - -

IDFC FMP Yearly Series- 47 (G) 10 70000 0.7 70000 0.7 - -

Kotak FMP Series- 73 (G) 10 70000 0.7 70000 0.7 - -

Birla Sunlife govt. Securities Long Term Growth 10 1406102 40.8 1406102 40.8 726908 20.0

IDFC-SSIF-MT-Plan Growth 10 1475868 27.4 2683808 27.1 - -

IDFC FMP Yearly Series-54 Growth 10 2000000 20.0 2000000 20.0 - -

Birla Sunlife Dynamic Bond fund-Growth 10 3133767 54.7 3133767 54.7 - -

ICICI Prudential Inst. Short Term Plan - cumulative G 10 2247140 49.3 2281580 50.1 - -

JP Morgan India ST Income Fund G 10 - - 1302886 15.0 - -

Templeton India Short Term Income Plan Inst.-G 1000 7117 15.5 - - 10563 20.0

DSP BlackRock ST Fund-G 10 - - 776238 14.0 - -

Reliance Dynamic Bond Fund - Growth 10 1030059 15.2 - - - -

Reliance Equity Opportunities Fund-Retail Plan- G Plan 10 14937 0.5 14937 0.5 14937 0.5

DSP BlackRock Equity Fund-Regular Plan G 10 31920 0.5 31920 0.5 31920 0.5

Reliance Fixed Horizon Fund-XIX- Series 7-G Plan 10 - - 129900 1.3 129900 1.3

HDFC Equity Fund-G 100 1872 0.5 1872 0.5 1872 0.5

HDFC Prudence Fund-G 100 2935 0.6 2935 0.6 2935 0.6

Templeton India Short term Income Fund - Growth 1000 662 1.5 - - - -

ADG Absolute Diversified Growth Fund Limited US$100 87153 427.2 87153 428.5 87153 418.0

Birla Sunlife STP 5 10 - - - - 148859 2.3

Taurus Short Term Income Fund- Growth Plan 1000 - - - - 142496 250.0

HDFC High Interest Fund-Short Term Plan-Growth 10 - - - - 262183 5.0

IDFC Money Manager Fund Treasury Plan Super Inst. Plan C Growth 10 - - - - 2216044 26.5

HDFC Cash Manager Fund-Treasury Advantage Plan-Wholesale-Growth 10 - - - - 2928 0.1

IDFC FMP- Yearly Series 42-Growth 10 - - - - 1488300 14.9

Reliance Medium Term Fund R.P. Growth Plan 10 - - - - 895156 18.5

IDFC Fixed Maturity Yearly Series 35 Growth 10 - - - - 1500000 15.0

ICICI Prudential FMP Series 53 1 Year Plan B cumulative 10 - - - - 2530000 25.3

HDFC FMP 370D Nov-2010 (2) Growth-Series XVII 10 - - - - 1000000 10.0

F - 30

ICICI Prudential FMP Series 53 1 Year Plan C cumulative 10 - - - - 1000000 10.0

Kotak FMP Series 32 G 10 - - - - 3000000 30.0

ICICI Prudential FMP Series-53 1 years Plan F Cumulative 10 - - - - 2560000 25.7

Particulars Face value

(in Rs.)

As at September 30, 2012 As at March 31, 2012 As at September 30, 2011No. of units Rs. In

MillionNo.of units

Rs. In Million

No. of units

Rs. In Million

IDFC Fixed Maturity Plan Yearly Series 36 Growth 10 - - - - 1530000 15.3

DWS Cash Opportunities Fund-Institutional Growth 10 - - - - 19005337 250.0

Religare Credit Opportunities Fund-Institutional Growth 10 - - - - 21741399 250.0

Religare Credit Opportunities Fund-Institutional Growth 10 - - - - 21741399 250.0

DWS Cash Opportunities Fund-Institutional Growth 10 - - - - 3797632 50.0

Religare Floating Rate Fund-Growth Plan- Growth 10 - - - - 24737321 400.0

ICICI Prudential Ultra Short Term Plan Super Premium 10 - - - - 21686705 250.0

IDFC Money Manager Fund-Investment Plan-Inst Plan Growth 10 - - - - 15670444 250.0Total 753.9 753.7 2,718.5

Aggregate repurchase value of unquoted Investments 786.6 769.3 2,740.2

Notes:

(i) Figures below Rs. 50,000/- are denominated by *.

(ii) Current investments includes investments in the nature of "Cash and cash equivalents" amounting to Rs. 753.9 million , Rs.753.7 million and Rs. 2,718.5 million as at 30th September 2012, 31st March 2012 and 30th September 2011 respectively considered as part of Cash and cashequivalents in the Cash Flow Statement.

F - 31

16. INVENTORIES (At lower of cost and net realisable value)

(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

a) Raw materialsb) Work-in-progressc) Finished goodsd) Stores and spares

1,155.71,574.0

754.6676.7

1,308.5590.5

1,499.6556.5

1,495.5787.5

1,421.2434.2

Total 4,161.0 3,955.1 4,138.4

17. TRADE RECEIVABLES

(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

Trade receivables outstanding for a period exceeding six months from the date they were due for payment

Unsecured, considered goodDoubtful

Less: Provision for doubtful trade receivables

739.179.0

(79.0)

701.679.0

(79.0)

289.975.1

(75.1)739.1 701.6 289.9

Other Trade receivablesUnsecured, considered good 16,563.4 15,832.9 14,986.8

Total 17,302.5 16,534.5 15,276.7

F - 32

18. CASH AND CASH EQUIVALENTS(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

a) Cash on handb) Cheques, drafts on handc) Balances with banks

i) In current accountsii) In deposit accounts (Refer Note (i), (ii) and (iii) belowiii) In earmarked accounts

- Unpaid dividend accounts

15.9-

980.26,386.1

8.3

5.66.3

1,380.85,809.5

3.9

19.9-

1,414.17,546.5

5.4Total 7,390.5 7,206.1 8,985.9

Notes:

i) Balances with banks include deposits amounting to Rs. 569.8 million, Rs. 553.7 million and Rs. 526.9 million as at 30th September, 2012, 31st March, 2012 and 30th September, 2011 respectively, which have an original maturity of more than 12 months.

ii) Out of total deposits Rs. 5,930.7 million, Rs. 5,063.9 million and Rs. 5,460.3 million as at 30th September, 2012, 31st March, 2012 and 30th September, 2011 respectively, unutilized amount of FCCB issue.

iii) Balance with banks includes deposits of Rs. 1,712.7 million, Rs. 1,660.5 million and Rs. 1,572.8 million as at 30th September, 2012, 31st March, 2012 and 30th September, 2011 respectively, under lien to banks.

F - 33

19. SHORT-TERM LOANS AND ADVANCES(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

a) Security depositsUnsecured, considered goodDoubtfulLess: Provision for doubtful deposits

23.44.5

(4.5)

26.14.5

(4.5)

6.23.0

(3.0)23.4 26.1 6.2

b) Advance Recoverable in cash or kindUnsecured, considered good

c) Prepaid expenses - Unsecured, considered good

d) Balances with government authoritiesUnsecured, considered goodi) CENVAT credit receivableii) VAT credit receivableiii) Service Tax credit receivable

8,655.0

148.1

84.873.227.6

7,022.2

139.9

149.660.743.1

4,850.0

128.8

72.857.633.9

Total 9,012.1 7,441.6 5,149.3

20. OTHER CURRENT ASSETS(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept. 30, 2011

a) Unbilled Revenueb) Interest accrued on Deposits

396.185.5

404.344.5

312.457.3

Total 481.6 448.8 369.7

F - 34

21. REVENUE FROM OPERATIONS(Rs. In Million)

Particulars For the sixmonths period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

a) Sale of products (Refer Note (i) below)b) Sale of service (Refer Note (ii) below)

22,016.71,189.0

43,512.11,829.7

22,326.5776.4

23,205.7 45,341.8 23,102.9Less: Excise duty 581.4 974.1 472.0

Total 22,624.3 44,367.7 22,630.9

Note :(i) Sale of products comprises following manufactured goods:

A. Textile ProductsB. Plastic Products

Rotomouled/Injection/Blowmoulded ProductsPrefabricated Structure & Extruded Thermo Plastic SectionsSMC/Pultrusion/ Thermoforming/Resin/Iight/soft moulded product

2,263.3

9,433.68,646.01,673.8

4,678.2

17,591.818,220.6

3,021.5

2,224.6

9,489.08,979.11,633.8

Total Sale of Manufactured goods 22,016.7 43,512.1 22,326.5

(ii) Sale of Service comprises:Erection and Installations 1,189.0 1,829.7 776.4

Total Sale of Services 1,189.0 1,829.7 776.4

F - 35

22. OTHER INCOME(Rs. In Million)

Particulars For the six months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

a) Interest income

b) Dividend income:From current Investments in Mutual funds

c) Net gain on sale of:current investments

d) Net gain on foreign currency transactions and translation (other than considered as finance cost)

e) Other non-operating income (net of expenses directly attributable to such income)Profit on sale of Fixed AssetsMiscellaneous Income

129.0

0.5

1.3

32.2

0.2109.4

328.5

2.7

181.6

7.5

4.8147.3

184.1

1.9

69.2

4.1

-35.1

Total 272.6 672.4 294.4

F - 36

23.a. COST OF MATERIALS CONSUMED(Rs. In Million)

Particulars For the six months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

Opening stockAdd: PurchasesLess: Closing stock

1,308.512,526.71.155.7

1,285.725,090.3

1,308.5

1,285.712,879.41,495.5

Cost of material consumed 12,679.5 25,067.5 12,669.6

Note :Materials consumed comprises:

Cotton yarn and other fibresPlastic Resins, Granules & powder etc.Bought-out goods consumed

529.06,293.25,857.3

1,127.912,437.411,502.2

617.16,851.75,200.8

Total 12,679.5 25,067.5 12,669.6

23.b. PURCHASE OF TRADED GOODS(Rs. In Million)

Particulars For the six months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

Industrial Pallets, Moulds & Plastic Parts 629.1 797.7 398.8Total 629.1 797.7 398.8

F - 37

23.c. CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS(Rs. In Million)

Particulars For the six months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

Inventories at the end of the year/period:Finished goodsWork-in-progress

754.61,574.0

1,499.6590.5

1,421.2787.5

2,328.6 2,090.1 2,208.7Inventories at the beginning of the year/period:Finished goodsWork-in-progress

1,499.6590.5

1,349.0717.9

1,349.0717.9

2,090.1 2,066.9 2,066.9

Net (increase) / decrease (238.5) (23.2) (141.8)

24. EMPLOYEE BENEFITS EXPENSE(Rs. In Million)

Particulars For the six months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

Salaries and wagesContributions to provident and other funds Expense on employee stock option (ESOP) scheme (Refer Note 30)Staff welfare expenses

2,121.245.9

-546.5

4,036.974.210.0

998.6

1,938.241.510.0

467.6Total 2,713.6 5,119.7 2,457.3

F - 38

25. FINANCE COSTS(Rs. In Million)

Particulars For the six months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

Interest expense on:On Debentures and Fixed LoansOn Working Capital and others

391.9322.7

746.0612.3

395.3370.9

Total 714.6 1,358.3 766.2

26. OTHER EXPENSES(Rs. In Million)

Particulars For the six months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

Consumption of stores and spare partsSite DevelopmentsPower and fuelRent including lease rentals Repairs and maintenance – BuildingsRepairs and maintenance – MachineryRepairs and maintenance – OthersInsuranceRates and taxesCommunicationTraveling and conveyanceSales commissionDonations and contributionsPayments to auditorsProvisions for Doubtful Debts & loans & Advances

881.0178.7750.4111.1

29.8156.1

8.928.4

112.335.8

112.3210.5

2.22.92.0

1700.2175.0

1,319.9187.674.7

290.411.677.5

185.565.4

227.2352.3

6.18.87.3

981.1137.3654.392.346.6

149.65.7

36.992.730.0

112.8191.4

2.32.92.8

F - 39

General Charges 780.5 1,707.3 822.2Total 3,402.9 6,396.8 3,360.9

27. EXCEPTIONAL ITEMS

(Rs. In Million)

Particulars For the six months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

Net Foreign Exchange (Gain) /Loss on long term Foreign Currency Monetary (Refer note below)

337.2 466.4 606.0

Total 337.2 466.4 606.0

Note: Considering the sudden devaluation of Indian Rupee against US Dollar as an exceptional situation, the Company has disclosed the effect of Net Foreign Exchange Loss / (Gain) on long term Foreign Currency Monetary Items as Exceptional Item in the Statement of Profit and Loss.

28. (Rs. In Million)

Particulars As atSept. 30, 2012

As at March 31, 2012

As atSept. 30, 2011

28.1 Contingent liabilities and commitments :-a) Disputed demands not acknowledged as debts against which the

Company has preferred appeals Income Tax Excise Duty Custom Duty Sales Tax Service Tax

b) Corporate guarantees given to Banks/Institutionsc) Performance Guarantees given to Customers by Banksd) Amount of claims of certain retrenched employees for re-

131.314.72.8

35.222.942.6

653.7Amount not

131.314.72.8

35.222.954.8

595.7Amount not

132.014.72.8

35.222.984.2

365.7Amount not

F - 40

instatement with back wages

28.2 Estimated amount (net of advances) of contracts remaining to be executed on capital account and not provided for

Ascertained

172.5

Ascertained

105.0

Ascertained

181.5

28.3 A Scheme of Arrangement (the "Scheme") between the Company and its equity Shareholders was approved by the Board of Directors vide its resolution dated 30th June, 2008, by the Shareholders in their Court convened meeting held on 15th September, 2008 and by the Honourable High Court of Gujarat vide its order dated 25th March, 2009. The Appointed Date of the Scheme was 1st April, 2008. The Company filed the Order with the Registrar of Companies, Gujarat on 14th April, 2009 within the time specified in the order and the Scheme had been given effect in the financial statement for the financial year ended on 31st March, 2010. Accordingly, as per the Scheme, from the said date, the Company earmarked Rs. 2000.0 million from Securities Premium Reserve Account to International Business Development Reserve Account (the "IBDR").

As per the Scheme, the balance of IBDR so earmarked is available towards such expenses as specified under the Scheme. Accordingly, during the period, the Company has adjusted against the earmarked balance of IBDR an amount of Rs. 24.5 million (Rs. 44.2 million for the year ended 31st March, 2012, Rs. 27.3 million for the six months period ended 30th September, 2011) being such specified expenses as per the Scheme. The said accounting treatment has been followed as prescribed under the Scheme and it has no impact on the profit for the period, as per the Scheme.

28.4 The Company issued Zero Coupon Foreign Currency Convertible Bonds ("FCCBs") aggregating to USD 225 million on March 12, 2008 for financing foreign currency expenditure for expansion plans in existing businesses, investments in overseas joint ventures and/or wholly owned subsidiaries, international acquisitions and other.

As per the terms & conditions of the Offering Circular dated March 12, 2008, the Conversion Price of FCCBs is reset at Rs. 246.50 from Rs. 290.00 per equity share of Rs. 1 each on March 12, 2010.

The proceeds of the above issue have been utilised on an overall basis as set out below:

Particulars USD in Million Rs. In million

FCCB issue expenses directly paidInvestment in overseas subsidiary

1.0122.6

40.45439.6

Unutilised FCCB proceeds amounting to Rs. 5930.7 million , Rs. 5063.9 millions & Rs. 5460.3 million as at 30th September 2012, 31st

March 2012 & 30th September 2011 respectively have been invested in fixed deposits and Rs. 54.7 million, Rs. 713.9 million & Rs.

F - 41

31.6 million have been lying in Current Account with banks as at 30th September 2012, 31st March 2012 & 30th September 2011 respectively.

The outstanding FCCBs will be redeemed in March 2013.

F - 42

28.5 The foreign subsidiaries have provided depreciation on all the assets on straight line basis over the estimated useful life of the assets. The French subsidiaries have provided the liabilities for the retirement benefits as per the local laws applicable to them. The impact of different accounting policies followed by the subsidiaries, in the opinion of the management, would not be significant in the context of the Consolidated Financial Statements.

28.6 The Company has opted for the option given in the paragraph 46A of Accounting Standard -11 “The Effects of Changes in Foreign Exchange Rates” inserted by the Notification dated 29th December, 2011 issued by the Ministry of Corporate Affairs and accordingly the Foreign Exchange Loss/ (Gain) incurred on Long Term Foreign Currency Monetary Items is amortized over the balance period of such Long Term Foreign Currency Monetary Items. The unamortized balance is carried in the Balance Sheet as “Foreign currency monetary item translation difference account” net of tax effect thereon. Pursuant to such adoption of the option, total amortization of the Foreign Exchange Loss incurred on Long Term Foreign Currency Monetary Items is higher by Rs. 140.1 million and Profit for the period is lower by the said amount for the six month period ended 30th September, 2012 and total amortization of the Foreign Exchange Loss incurred on Long Term Foreign Currency Monetary Items is lower by Rs. 442.1 million and Profit for the year is higher by the saidamount for the year ended 31st March, 2012.

F - 43

28.7(a) The subsidiary/associate companies considered in the Consolidated Financial Statements are:

Name of Subsidiaries/AssociateParticulars

Country of incorporation

Effective ownership in subsidiaries/associate as atMarch 31, 2012 March 31, 2011

Zep Infratech LimitedBright AutoPlast LimitedSintex Infra Projects LimitedSintex Holdings B.V.Sintex France SASSintex Holding USA, Inc.Sintex Industries UK LimitedSintex Austria B.V.Amarange Inc.Wausaukee Composites Inc.Wausaukee Composites Owosso, Inc.WCI Wind Turbine Components, LLCCuba City Real Estate LLCOwosso Real Estate LLCNief Plastic SASNP Hungaria KftNP Nord SASNP Slovakia SRONP Savoie SASNP Tunisia SARLNP Vosges SASSegaplast SASSegaplast Maroc SASiroco SASNP Jura SAS (previously known as Thermodole SAS& SIMOP SAS merged with NP Jura SAS)AIP SASSICMO SASNP Rhone SAS

IndiaIndiaIndia

NetherlandsFranceUSAUK

NetherlandsBritish Virgin Island

USAUSAUSAUSAUSA

FranceHungryFrance

SlovakiaFranceTunisiaFranceFrance

MoroccoFranceFrance

FranceFranceFrance

100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%

100%100%100%

100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%

100%100%100%

100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%

100%100%

-

F - 44

Zillion Infraprojects Private Limited India 30% 30% 30%

28.7(b) The financials of NP Poschmann GmbH and NP Polska GmbH, newly incorporated and acquired entities respectively, by Nief Plastic SAS are not consolidated in the condensed consolidated financial statements as the integration process of these entities are going on at present.

29. DISCLOSURES UNDER ACCOUNTING STANDARDS

29.1 Information about Business Segment

1) Primary Segment Information

The Company has identified business segments as its primary segment and geographic segments as its secondary segment. Business segments are primarily Textiles and Plastics. Revenues and expenses directly attributable to segments are reported under eachreportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Fixed assets that are used interchangeably amongst segments are not allocated to primary and secondary segments.

F - 45

(Rs. In Million)Particulars Textiles Plastics Unallocated Total

For the six

months period ended 30th

Sept., 2012

For the Year

Ended 31st Mar,

2012

For the six months period

ended 30th Sept., 2011

For the six months

period ended 30th Sept.,

2012

For the Year

Ended 31st Mar, 2012

For the six

months period ended 30th

Sept., 2011

For the six

months period ended 30th

Sept., 2012

For the Year

Ended 31st Mar, 2012

For the six months period ended

30th Sept., 2011

For the six months period ended

30th Sept., 2012

For the Year

Ended 31st Mar,

2012

For the six months period ended

30th Sept., 2011

i) Segment Revenue 2,273.5 4,702.3 2,237.8 20,517.3 39,833.2 20,452.4 106.1 504.6 235.1 22,896.9 45,040.1 22,925.3

Less: Inter Segment Revenue - - - - - - - - - - - -

Net Sales/Income from Operations 2,273.5 4,702.3 2,237.8 20,517.3 39,833.2 20,452.4 106.1 504.6 235.1 22,896.9 45,040.1 22,925.3

ii) Segment Result 164.3 573.2 234.8 2,498.1 5,162.7 3,048.2 (277.0) (198.9) (584.4) 2,385.5 5,537.0 2,698.6

Less: Unallocated Expenses net of

Unallocated Income - - - - - - - - - - - -

Interest Expenses - - - - - - (714.6) (1,358.3) (766.2) (714.6) (1,358.3) (766.2)

Profit Before Tax 164.3 573.2 234.8 2,498.1 5,162.7 3,048.2 (991.6) (1,557.2) (1,350.6) 1,670.8 4,178.7 1,932.4

(a) Current tax expense for current period/year - - - - - - 409.0 909.6 499.9 409.0 909.6 499.9

(b) (Less): MAT credit - - - - - - (150.5) - - (150.5) -

(c) Current tax expense relating to prior years/period

- - - - - - - 76.3 75.4 - 76.3 75.4

(d) Net current tax expense - - - - - - 409.0 835.4 575.3 409.0 835.4 575.3

(e) Deferred tax - - - - - 90.0 324.2 38.5 90.0 324.2 38.5

Total Tax Expense - - - - - - 499.0 1,159.6 613.8 499.0 1,159.6 613.8

Profit After Tax Before Minority Interest 164.3 573.2 234.8 2,498.1 5,162.7 3,048.2 (1,490.6) (2,716.8) (1,964.4) 1,171.8 3,019.1 1,318.6

Share of Profits attributable to Minority Interest - - - - - - - - - - - -

Share of Profit of Associate - - - 19.7 49.0 15.1 - - - 19.7 49.0 15.1

Profit for the period/year 164.3 573.2 234.8 2,517.8 5,211.7 3,063.3 (1,490.6) (2,716.8) (1,964.4) 1,191.5 3,068.1 1,333.7

iii) Other Information:

Segment Assets 10,639.3 10,579.4 9,073.2 49,973.6 47,997.5 42,639.3 12,160.4 11,308.9 16,200.5 72,773.3 69,885.7 67,913.0

Segment Liabilities 439.3 557.2 379.0 13,816.1 12,698.5 11,369.4 14,940.8 15,040.9 14,082.8 29,196.2 28,296.7 25,831.2

Capital Expenditure 6.5 1,501.6 15.9 1,279.9 6,978.5 2,646.5 10.9 - 290.8 1,297.3 8,480.1 2,953.2

Depreciation 284.7 449.3 250.4 703.0 1,228.9 625.5 - - - 987.7 1,678.2 875.9

F - 46

Non-cash expenses other than depreciation - - - 2.0 10.0 2.8 - - - 2.0 10.0 2.8

Note:

a The Company is organised into two main business segments, namely: Textile - Fabric and Yarn Plastic - Water Tanks, Doors, Windows, Prefab, Sections, BT Shelters, Custom Moulding, etc.Segments have been identified and reported taking into account the nature of products and services, the differing risks and returns, the organisation structure, and the internal financial reporting systems.

b Segment Revenue in each of the above business segments primarily includes sales, service charges, profit on sale of Fixed Assets (net), Miscellaneous Sales, Export Incentive , Foreign Exchange Gain etc.

(Rs. In Million)

Particulars For the six months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

Segment Revenue comprises of:SalesOther Income

22,624.3272.6

44,367.7672.4

22,630.9294.4

Total 22,896.9 45,040.1 22,925.3

c The Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segment and amounts allocated on a reasonable basis.

29.2 Related Party Transactions:

29.2.(a) Details of related parties:

Sr. No. Nature of Relationship Name of Related Parties12

Associate CompaniesKey Management Personnel

BVM Finance Pvt. Ltd.Shri Dinesh B. Patel, ChairmanShri Arun P. Patel, Vice-chairman

F - 47

Shri Rahul A. Patel, Managing Director (Group)Shri Amit D. Patel, Managing Director (Group)Shri S.B. Dangayach, Managing Director

29.2.(b)(1) Details of related party transactions :

(Rs. In Million)

Sr. No.

Nature of Transaction Nature of RelationshipYear/ Period

endedAssociates Subsidiaries Key Management

PersonnelTotal

1 Managerial remuneration Sept. 30, 2012March 31, 2012Sept. 30, 2011

---

---

47.6126.5

62.9

47.6126.562.9

29.2.(b)(2) Details of related party balances outstanding :

(Rs. In Million)

Sr. No.

Particulars Nature of RelationshipAs at Associates Subsidiaries Key Management

PersonnelTotal

1 Current Liabilities Sept. 30, 2012March 31, 2012Sept. 30, 2011

---

---

18.867.533.8

18.867.533.8

2. Investment Sept. 30, 2012March 31, 2012Sept. 30, 2011

86.986.986.9

---

---

86.986.986.9

29.3 Details of leasing arrangements

A) Finance Lease

F - 48

i) In accordance with Accounting Standard 19 'Leases' issued by the Institute of Chartered Accountants of India, the assets acquired on finance lease are capitalised and a loan liability is recognised. Consequently, depreciation is provided on such assets. Installments paid are allocated to the liability and the interest is charged to the Statement of Profit & Loss.

ii) a) Assets acquired on Lease agreements mainly comprise of vehicles. The agreements provide for reimbursement of taxes, levy, etc. imposed by any authorities in future. There are no exceptional / restrictive covenants in the Lease Agreements.

F - 49

b) The minimum installments and the present value as at 30th Sept, 2012, 31st March, 2012 and 30th Sept., 2011 of minimum installments in respect of assets acquired under the Lease Agreements are as follows :

(Rs. In Million)

Particulars As atSept. 30, 2012

As atMarch 31, 2012

As atSept 30, 2011

Minimum Installmentsi) Payable not later than 1 yearii) Payable later than 1 year and not later than 5 yearsiii) Payable later than 5 years

1.31.6

-

1.51.9

-

2.51.6

-Total minimum installmentsLess : Future finance charges

2.9(0.2)

3.4(0.3)

4.1(0.3)

Present value of minimum installmentsPresent Value of Minimum Installmentsi) Payable not later than 1 yearii) Payable later than 1 year and not later than 5 yearsiii) Payable later than 5 years

2.7

1.21.5

-

3.1

1.21.9

-

3.8

2.31.5

-Total present value of minimum installments 2.7 3.1 3.8

B) Operating LeaseThe Company has entered into operating lease arrangements for Residential flats for accommodation of employees and office premises. The leases are non-cancellable and are for a period of 11 to 96 months with a renewal clause also provide for termination.

(Rs. In Million)

Particulars For the six months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

Office premisesResidential Flats for accommodation of employees

34.60.7

60.13.9

25.83.2

F - 50

29.4 Earnings Per Share (EPS)

Particulars For the six months period endedSept. 30, 2012

For the year endedMarch 31, 2012

For the six months period endedSept. 30, 2011

Basic Earnings Per Share before Extra Ordinary Items :Profit attributable to the Shareholders (Rs. in million) AWeighted average number of Equity Shares outstanding during the year/period BNominal value of Equity Shares (Rs.)Basic Earnings Per Share (Rs.) A/BDiluted Earnings Per Share before Extra Ordinary Items :Profit attributable to the Shareholders (Rs. in million) AWeighted average number of Equity Shares outstanding during the year/period BNominal value of Equity Shares (Rs.)Diluted Earning Per Share (Rs.) A/B

1,191.5271,067,866

1.004.40

1,191.5271,067,866

1.004.40

3,068.1271,067,866

1.0011.32

3,068.1271,067,866

1.0011.32

1,333.7271,067,866

1.004.92

1,333.7271,067,866

1.004.92

Particulars No. of shares No. of shares No. of shares

Weighted average number of Equity Shares outstanding during the year/periodfor Basic EPSAdd : Dilutive potential Equity SharesWeighted average number of Equity Shares outstanding during the year/periodfor Dilutive EPS

271,067,866

-271,067,866

271,067,866

-271,067,866

271,067,866

-271,067,866

F - 51

29.5 The Deferred Tax Liability/ Asset comprises of tax effect of timing differences on account of:

(Rs. In Million)

Particulars As atSept 30, 2012

As atMarch 31, 2012

As atSept 30, 2011

Deferred Tax Liability :Difference between book and tax depreciationOthers

2,813.243.9

2,723.268.3

2,431.193.4

Total 2,857.1 2,791.5 2,524.5Deferred Tax Asset :Disallowances under Income TaxProvision for doubtful debts & advancesUnabsorbed Depreciation & losses

(39.0)(8.5)

(338.3)

(63.3)(8.5)

(338.3)

(152.3)(7.4)

(269.1)Total (385.8) (410.1) (428.8)

Deferred Tax Liability (Net) 2,471.3 2381.4 2,095.7

30. EMPLOYEE STOCK OPTION SCHEME

i) The Company initiated "the Sintex Industries Limited Employee Stock Option Scheme, 2006" (the "Scheme") for all eligible employees in pursuance of the special resolution approved by the Shareholders in the Extraordinary General Meeting held on 24th February, 2006. The Scheme covers all directors and employees (except promoters or those belong to the promoters' group) of the Company and directors and employees of all its subsidiaries. Under the Scheme, the Compensation Committee of the Board (the "Committee") administers the Scheme and grants stock options to eligible directors or employees of the Company and its subsidiaries. The Committee determines the employees eligible for receiving the options and the number of options to be granted subject to overall limit of 10,000 options per annum for each employee. The vesting period is at the expiry of thirty six months from the date of the grant of option. The Committee decided the exercise price of Rs. 91.70 per equity share of Rs. 2 each as per clause 8.1 of SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

ii) The Company gave loan to Sintex Employees Welfare Trust ("ESOP Trust") towards subscribing 1,000,000 equity shares of the Company at Rs. 91.70 per equity share of Rs. 2 each aggregating to Rs. 91.7 million. On 21st August, 2006, the Company issued 1,000,000 equity shares of the face value of Rs. 2 each to ESOP Trust at Rs. 91.70 per equity share.

F - 52

iii) On 27th October, 2010, each equity share of Rs. 2 each has been sub-divided into two equity shares of Rs. 1 each. Hence ESOP Trust holds 2,000,000 equity shares of the face value of Rs. 1 each at Rs. 45.85 per equity share.

iv) The Company granted Nil equity share (previous year and period Nil equity share) options to eligible employees at Rs. 45.85 per equity share of Rs. 1 each. The details of outstanding options are as under:

Particulars For the six months period ended

30th Sept., 2012

For the Year ended 31st March, 2012

For the six months period ended

30th Sept., 2011

Options outstanding as at beginning of the year/periodAdd: Options granted during the year/periodLess: Options exercised during the year/periodLess: Options forfeited during the year/periodOptions outstanding at the end of the year/period

1923000NilNilNil

1923000

1923000NilNilNil

1923000

1923000NilNilNil

1923000

v) During the period, Nil (previous year and period Nil ) equity shares of Rs. 1/- each have been allotted to the employees on exercise of options granted to them.

31. The Company prepares and presents its financial statements as per Schedule VI to the Companies Act, 1956, as applicable to it from time to time. In view of revision to the Schedule VI as per the notification issued by the Central Government, the financial statements for the six months period ended 30th Sept., 2012 have been prepared as per the requirements of the Revised Schedule VI to the Companies Act, 1956. The previous year and period figures have accordingly regrouped/re-classified to confirm to the current period's classification.

F - 53

AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF SINTEX INDUSTRIES LIMITED

1. We have audited the attached Consolidated Balance Sheet of SINTEX INDUSTRIES LIMITED (“the Company”), and its subsidiaries (the Company and its subsidiaries constitute “the Group”) as at 31

stMarch, 2012, the

Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement of the Group for the year ended on that date, both annexed thereto. The Consolidated Financial Statements include investments in an associate accounted on the equity method in accordance with Accounting Standard 23 (Accounting for Investments in Associates in Consolidated Financial Statements) as notified under the Companies (Accounting Standards) Rules, 2006. These financial statements are the responsibility of the Company’s Management and have been prepared on the basis of the separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit.

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

3. Without qualifying our opinion, we draw attention to Note 28.3 to these financial statements, regarding the Scheme of Arrangement (the “Scheme”) approved by the Honourable High Court of Gujarat, as per which Scheme, in the year 2008-09 the Company earmarked Rs. 2000.0 million from Securities Premium Account to International Business Development Reserve Account (the “IBDR”) and has adjusted against the earmarked balance of IBDR, Rs.1921.5 million upto 31st March, 2012 (including Rs.44.2 million during the year) being expenses of the nature as specified under the Scheme. The said accounting treatment has been followed as prescribed under the Scheme. The relevant Indian Generally Accepted Accounting Principles, in absence of such Scheme, would not permit the adjustment of such expenses against the Securities Premium Account / IBDR. Had the Company accounted for these expenses as per Generally Accepted Accounting Principles in India, instead of accounting for as per the Scheme, the balance of Securities Premium Reserve / IBDR would have been higher by Rs. 1921.5 million as at 31

stMarch, 2012 and profit after tax would have been lower by

Rs.44.2 million for the year ended on 31st

March, 2012.

4. We did not audit the financial statements of certain subsidiaries, whose financial statements reflect total assets of Rs.14.581.3 million as at 31

stMarch, 2012, total revenues of Rs. 14,608.1 million and net cash inflows

amounting to Rs. 279.1 million for the year ended on that date and of an associate whose financial statements reflect the Group’s share of profit of Rs. 49.0 million for the year then ended, as considered in the Consolidated Financial Statements. These financial statements have been audited by other auditors whose reports have been furnished to us and our opinion in so far as it relates to the amounts included in respect of these subsidiaries is based solely on the reports of the other auditors.

5. We have relied on the unaudited financial statements of three subsidiaries, whose financial statements reflect total assets of Rs. 1759.1 million as at 31st March, 2012, total revenue of Rs. 19.3 million and cash inflows amounting to Rs.10.6 million for the year ended on that date as considered in the Consolidated Financial Statements. These unaudited financial statements have been compiled and certified by the management and have not been subject to audit by independent auditors. Our opinion, in so far as it relates to the amounts included in respect of these three subsidiaries is based solely on these financial statements certified by the management.

6. We report that the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21 (Consolidated Financial Statements) and Accounting Standard 23 (Accounting for Investment in Associates in Consolidated Financial Statements) as notified under the Companies (Accounting Standards) Rules, 2006.

7. Based on our audit and on consideration of the separate audit reports on individual financial statements of the Company, its aforesaid subsidiaries and an associate and on the other financial information of the components and accounts certified by the management as explained in paragraph 5 above and to the best of our information and according to the explanations given to us, in our opinion, the Consolidated Financial Statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st

March, 2012;

F - 54

(ii) in the case of the Consolidated Statement of Profit and Loss, of the profit of the Group for the year ended on that date; and

(iii) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date.

For Deloitte Haskins & SellsChartered Accountants

(Registration No. 117365W)

Gaurav J. Shah Partner

(Membership No. 35701)AHMEDABAD, 10

thMay, 2012

F - 55

Consolidated Balance Sheet as at 31st March, 2012

(Rs. In Million)Particulars Note As at

March 31, 2012

As atMarch 31,

2011A. EQUITY AND LIABILITIES

1 Shareholders’ funds(a) Share Capital(b) Reserves and surplus

34

271.126,211.8

271.123,744.5

3 Non-current liabilities(a) Long-term borrowing(b) Deferred tax liabilities(c) Other long-term liabilities(d) Long-term provisions

529.6

67

26,482.9

12,724.82,791.5

166.3149.3

24,015.6

20,066.12,494.8

227.82,848.5

3 Current liabilities(a) Short-term borrowing(b) Trade payable(c) Other current liabilities(d) Short-term provisions

89

1011

15,831.9

16,822.05,308.32,405.93,444.9

25,637.2

6,358.26,105.11,999.4

777.127,981.1 15,239.8

Total 70,295.9 64,892.6B. ASSETS

1. Non-current assets(a) Fixed assets

(i) Tangible assets(ii) Intangible assets(iii) Capital work-in-progress

12.A12.B

25,025.91,376.72,531.0

22,660.31,459.8

714.2

(f) Goodwill on Consolidation(g) Non-current investments(h) Deferred tax assets(i) Long-term loans and advances

1329.614

28,933.62179.2669.1410.1

1,764.1

24,834.32190.1559.3437.6

1,262.8

2. Current assets(a) Current investments(b) Inventories(c) Trade receivables(d) Cash and cash equivalents(e) Short-term loans and advances(f) Other current assets

151617181920

5,022.5

753.73,955.1

16,534.57,206.17,441.6

448.8

4,449.8

3,215.93,769.9

13,923.29,861.14,483.3

355.136,339.8 35,608.570,295.9 64,892.6

See accompanying notes forming part of the financial statements

F - 56

Consolidated Statement of Profit and Loss for the year ended March 31, 2012

(Rs. In Million)

Particulars Note For the year endedMarch 31, 2012

For the year endedMarch 31, 2011

1 Revenue from operations (gross)Less : Excise duty

21 45,341.8974.1

45,577.6826.1

Revenue from operations (net)2 Other income 22

44,367.7672.4

44,751.5540.9

3 Total revenue (1+2) 45,040.1 45,292.44 Expenses

(a) Cost of materials consumed(b) Purchases of stock-in-trade(c) Changes in inventories of finished goods and

work -in- progress(d) Employee benefits expense(e) Finance costs(f) Depreciation and amortisation expense(g) Other expenses

23.a23.b23.c

2425

12.C26

25,067.5797.7(23.2)

5,119.71,358.31,678.26,396.8

25,497.9771.536.5

4,613.11,089.21,491.05,763.5

Total expenses 40,395.0 39,262.75 Profit before exceptional items and tax (3 - 4)6 Exceptional items 27

4,645.1466.4

6,029.7(62.4)

7 Profit before tax (5 - 6)8 Tax expense:

(a) Current tax expense for current year(b) (Less): MAT credit(c) Current tax expense relating to prior years

4,178.7

909.6(150.5)

76.3

6,092.1

1,297.3(220.9)

67.8(d) Net current tax expense(e) Deferred tax

835.4324.2

1,144.2364.1

1,159.6 1,508.39 Profit after tax before Minority Interest & Share of

Profit of Associate (7-8)10 Share of Profits attributable to Minority Interest11 Share of Profit of Associate

3,019.1

-49.0

4,583.8

2.618.9

12 Profit for the year (9 - 10 + 11) 3,068.1 4,600.113 Earnings per share (of Rs. 1/- each):

(a) Basic (In Rs.)(b) Diluted (In Rs.)

See accompanying notes forming part of the financial statements

29.511.3211.32

16.9716.97

F - 57

Consolidated Cash Flow Statement for the year ended March 31, 2012(Rs. In Million)

Particulars For the year endedMarch 31, 2012

For the year endedMarch 31, 2011

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit before taxAdjustments for :Profit on Sale of Fixed Assets & InvestmentsUnrealised Foreign Exchange (Gain)/Loss (Net)Interest IncomeDepreciationInterest and Financial ChargesProvision for Doubtful debts and advancesEmployees Compensation ExpensesDividend incomeMiscellaneous expenditure written off

4178.7

(156.9)197.1

(328.5)1,678.21,358.3

7.310.0

--

6,092.1

(149.1)1,515.2(329.6)1,491.01,089.2

12.275.3(2.0)

0.12,765.5 3,702.3

Operating profit before working capital changesAdjustments for :Trade & other receivablesInventoriesTrade payables

6,944.2

(5,582.5)(185.2)(494.4)

9,794.4

(1,169.6)(359.1)2,398.9

(6,262.2) 870.2Cash generated from/(used in) operationsDirect taxes paid (Net)

682.0(1,242.3)

10,664.6(1,085.5)

Net cash from/(used in) Operating Activities - (A) (560.3) 9,579.1B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assetsSale of fixed assetsPurchase of InvestmentsSale of InvestmentsExpenses related to Debentures IssuedInterest receivedDividend received

(7,554.5)2,454.6

(60.8)181.6

-328.5

-

(6,920.0)56.5

(271.2)130.0(81.0)329.6

2.0Net cash (used in) Investing Activities - (B) (4,650.6) (6,754.1)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Equity Shares including Security PremiumProceeds from Long Term BorrowingsRepayment of Long Term borrowingsNet increase/(decrease) in working capital borrowingsInterest paidDividend paid

-4,006.2

(1,362.8)(1,046.4)(1,900.2)

(205.8)

3.64,918.0

(4,038.2)554.7

(1,680.8)(190.2)

Net cash (used in) Financing Activities - (C) (509.0) (432.9)Net increase/(decrease) in cash & cash equivalents (A+B+C)Cash and cash equivalents at the beginning of the yearEffect of exchange differences on restatement of foreign currency cash and cash equivalents

(5,719.9)

13,077.0602.7

2,392.1

10,732.6(47.7)

Cash and cash equivalents at the end of the year 7,959.8 13,077.0

F - 58

Notes :(Rs. In Million)

Particulars For the year endedMarch 31, 2012

For the year endedMarch 31, 2011

1 Cash and cash equivalents at the end of the year comprises:Cash on handCheques, draft on handBalance with Banks:In Current AccountsIn Fixed Deposit (Refer note (2),(3) and (4) below)In earmarked accounts- unpaid dividend accounts

5.66.3

1,380.85,809.5

3.9

4.03.7

1,088.88,761.1

3.5

Current Investments considered as part ofCash and Cash Equivalents (Refer note 15)

7,194.2753.7

9,853.43,215.9

Total 7,959.8 13,077.0

2 Balances with banks include deposits amounting to Rs. 553.7 million (As at 31st March 2011 Rs. 477.2 million) which have an original maturity of more than 12 months.

3 Out of total deposits Rs. 5,063.9 million (previous year Rs. 5,052.6 million) unutilised amount of FCCB issue.

4 Balance with banks includes deposits of Rs. 1,660.5 million (previous year Rs. 1,424.9 million) under lien to banks.

5 The Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard-3 on Cash Flow Statements issued by the Institute of Chartered Accountants of India.

6 The previous year's figures have been regrouped wherever necessary to make them comparable with this year's figures

F - 59

Notes forming part of the Consolidated financial statements

1. CORPORATE INFORMATION

Sintex Industries Limited (SIL), the flagship company of Sintex group is one of the leading manufacturers of plastics and composites along with a strong presence in structured fabrics in India. The Company is headquartered in Kalol (Gujarat) and enjoys a pan-India presence through 17 manufacturing facilities in India. Besides, its operations are spread across 11 countries in four continents through 35 manufacturing facilities and 29 global subsidiaries, namely Zep Infratech Ltd. (formerly known as Zeppelin Mobile Systems India Limited) (100% stake), Bright AutoPlast Limited (100% stake), Wasaukee Composites Inc., USA (100% stake) and Nief Plastic SA, a French company (100% stake).

2. ACCOUNTING POLICIES

I) Principles of Consolidation:

The consolidated financial statements relate to Sintex Industries Limited ("the Company") and its subsidiary companies. The consolidated financial statements have been prepared on the following basis:

a) The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together the book value of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealised profits or losses in accordance with Accounting Standard-21 - "Consolidated Financial Statements" issued by the Institute of Chartered Accountants of India.

b) The operations of foreign subsidiaries are not considered as an integral part of the operations of the parent. Hence all revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities are converted at the rates prevailing at the end of the year. Any exchange difference arising on consolidation is recognised in the " Foreign Currency Translation Reserve".

c) The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case may be.

d) Minority Interest's share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to shareholders of the Company.

e) Minority Interest's share of net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet separate from liabilities and the equity of the company's shareholders.

f) Investment in Associate Companies has been accounted under the equity method as per Accounting Standard-23 - “Accounting for Investments in Associates in Consolidated Financial Statements”.

g) The Company accounts for its share in change in net assets of the associates, post acquisition, after eliminating unrealised profits and losses resulting from transactions between the Company and its associates to the extent of its share, through its Statement of Profit and Loss to the extent such change is attributable to the associates’ Statement of Profit and Loss and through its reserves for the balance, based on available information.

F - 60

h) The difference between the cost of investment in the associates and the share of net assets at the time of acquisition of shares in the associates is identified in the financial statements as Goodwill or Capital Reserve as the case may be.

i) As far as possible, the Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company's separate Financial Statements.

j) Investments made by the parent company in subsidiary companies subsequent to the holding-subsidiary relationship coming into existence are eliminated while preparing the consolidated financial statement.

k) Intragroup balances and intragroup transactions are eliminated to the extent of share of the parent company in full.

l) Unrealised profits on account of intra group transactions have been accounted for depending upon whether the transaction is an upstream or a downstream transaction.

II) Investments other than in subsidiaries are accounted as per Accounting Standard-13 on "Accounting for Investments".

III) Other significant accounting policies:

These are set out under "Significant Accounting Policies" as given in the Unconsolidated Financial Statements of Sintex Industries Limited.

F - 61

Notes forming part of the Consolidated financial statements

3. SHARE CAPITAL

(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

Authorised50,00,00,000 (previous year 50,00,00,000) Equity Shares of Rs. 1 each with voting rights 15,00,000 (previous year 15,00,000) Preference Shares of Rs.100 each

500.0

150.00

500.00

150.00

650.0 650.0Issued27,30,22,666 (previous year 27,30,22,666) Equity Shares of Rs. 1 each with voting rights

273.0 273.0

273.0 273.0Subscribed and fully paid up27,29,90,866 (previous year 27,29,90,866) Equity Shares of Rs. 1 each with voting rightsLess:- Amount Recoverable from ESOP Trust (face value of equity shares allotted to the Trust)

273.0

1.9

273.0

1.9

Total 271.1 271.1

Notes:i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of

the reporting period:

Equity shares with voting rights Year endedMarch 31, 2012

Year endedMarch 31, 2011

At the beginning of the reporting period- Number of shares- Amount (Rs. In million)At the end of the reporting period- Number of shares- Amount (Rs. In million)

272,990,866273.0

272,990,866273.0

272,990,866273.0

272,990,866273.0

ii) Terms/ Rights attached to equity sharesThe Company has only one class of equity shares having a par value of Rs. 1/- per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in indian rupees. The dividend proposed by the Board of Directors is subject to approval of Shareholders in the ensuing AGM.

F - 62

iii) Equity shareholder holding more than 5% of equity shares along with the number of equity shares held is as given below:

Class of shares/Name of shareholder

As at March 31, 2012 As at March 31, 2011Number of shares held

% holding in that class of

shares

Number of shares

held

% holding in that class of

sharesEquity shares with voting rightsBVM Finance Private Limited 78,103,905 28.61% 73,925,530 27.08%

iv) As at 31st March 2012, 3,69,94,928 equity shares (As at 31st March 2011, 3,69,94,928 shares) were reserved for issuance towards Foreign Currency Convertible Bonds (FCCBs) (Refer Note 28.4)

4. RESERVES AND SURPLUS(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

b) Capital reserveBalance as per last Balance sheet

b) Capital redemption reserveBalance as per last Balance sheet

c) Securities premium accountOpening balanceLess : Expenses related to Debenture issueAdd:- Amount received from ESOP TrustAdd:- Transferred from Employee stock option

outstanding on issuance of Equity shares to employees

478.0

150.5

6,671.2---

478.0

150.5

6,734.881.03.5

13.9

Closing balance* Include Rs. 342.6 million (previous year Rs. 342.6 million) recoverable from ESOP Trust

6,671.2 6,671.2

d) Debenture redemption reserveOpening balanceAdd: Transferred from surplus in Statement of Profit

and LossLess: Utilised / transferred during the year

399.8332.7

-

114.0285.8

-Closing balance 732.5 399.8

e) Employee stock options outstanding accountOpening balanceAdd: Amortization during the year for Employee

Compensation ExpenseLess: Transferred to Securities premium account on

issuance of equity shares to employees

284.110.0

-

222.775.3

13.9

Closing balance 294.1 284.1

F - 63

(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

f) General reserveOpening balanceAdd: Transferred from surplus in Statement of Profit and Loss

1,805.8250.0

1,403.8402.0

Closing balance 2,055.8 1,805.8

g) Foreign Currency Monetary item Translation Difference AccountOpening balance(Less): Effect of foreign exchange rate variations during the year (Refer note 28.6)

-(442.1)

--

Closing balance (442.1) -

h) Foreign Currency Translation Reserve

i) International Business Development Reserves Account (Refer note 28.3)Opening balanceLess: Adjusted towards expenses specified under the Scheme of ArrangementLess: Adjusted against investments in a subsidiary

52.6

122.744.2

-

(29.1)

587.4464.7

-Closing balance 78.5 122.7

j) Surplus in Statement of Profit and LossOpening balanceAdd: Profit for the yearLess: Dividends proposed to be distributed to equity shareholders Rs. 0.65 Per share (previous year Rs. 0.65 Per share)Tax on dividendTransferred to:General reserveDebenture redemption reserve

13,861.53,068.1

177.4

28.8

250.0332.7

10,155.04,600.1

177.4

28.4

402.0285.8

Closing balance 16,140.7 13,861.5Total 26,211.8 23,744.5

F - 64

5. LONG TERM BORROWING(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

a) DebenturesSecured

b) Term loansFrom banks : Secured Unsecured

6,000.0

6,311.784.7

6,000.0

3,534.7128.0

From other : Secured Unsecured

6396.4

150.5176.0

3662.7

277.877.2

c) Long-term maturities of finance lease obligations (Refer note 29. 4)Secured

326.5

1.9

355.0

2.1

d) Zero Coupon Foreign Currency Convertible Bonds (Refer note 28.4)Unsecured

1.9

-

2.1

10,046.3Total 12,724.8 20,066.1

6. OTHER LONG-TERM LIABILITIES(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

Trade / security deposits received 166.3 227.8Total 166.3 227.8

7. LONG-TERM PROVISIONS(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

a) Provision for employee benefits: (Refer Note 29.1)i) Provision for compensated absencesii) Provision for gratuity

b) Provision - Others:i) Provision for premium payable on redemption of

outstanding FCCBs (Refer Note 28.4)ii) Others

73.857.9

-

17.6

69.176.4

2,631.7

71.3Total 149.3 2,848.5

F - 65

8. SHORT-TERM BORROWINGS

(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

a) Loans repayable on demandFrom banks

Secured Unsecured

4,240.51,071.3

5,310.01,048.2

b) Other loans and advances Unsecured Zero Coupon Foreign Currency Convertible Bonds (Refer Note 28.4)

5,311.8

11,510.2

6,358.2

-

Total 16,822.0 6,358.2

9. TRADE PAYABLES

(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

Trade payables:AcceptancesOther than Acceptances

395.14,913.2

496.95,608.2

Total 5,308.3 6,105.1

10. OTHER CURRENT LIABILITIES(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

a) Current maturities of long-term debtb) Current maturities of finance lease obligations

(Refer Note 29.8.c)c) Interest accrued but not due on borrowingsd) Interest accrued and due on borrowingse) Investor's Education and Protection Fund

Unpaid dividends (This do not include any amounts due and outstanding to be credited to "Investors Education and Protection Fund")

f) Other payables i) Statutory remittances (Contributions to PF and

ESIC, Withholding Taxes, Excise Duty, VAT, Service Tax, etc.)

ii) Payables on purchase of fixed assets iii) Advances from customers

1,366.61.2

63.868.5

3.9

141.0

97.2663.7

1,311.32.3

60.240.9

3.5

122.3

56.1402.8

Total 2,405.9 1,999.4

F - 66

11. SHORT TERM PROVISIONS

(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

a) Provision for employee benefits: i) Provision for Compensated absences

b) Provision - Others: i) Provision for premium payable on redemption

of FCCBs (Refer Note 28.4) ii) Provision for proposed equity dividend iii) Provision for tax on proposed dividends iv) Others

11.1

2,631.7

177.428.8

595.9

2.8

-

177.428.4

568.5Total 3,444.9 777.1

F - 67

12. FIXED ASSETSA. Tangible Assets

(Rs. In Million)

PARTICULARS GROSS BLOCK DEPRECIATION AND AMORTIZATION NET BLOCK

As at 1st

April, 2011

Acquired on

Acquisition Additions

during the year

Foreign currency

translation reserve

Deductions during the

year

Borrowing cost

As at 31st

March, 2012

As at 1st April, 2011

Acquired on

Acquisition

For the year

Foreign currency

translation reserve

Deductions during the

year

As at 31st

March, 2012

As at 31st March, 2012

As at 31st

March, 2011

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16

Land 932.4 - - 6.3 - - 938.7 -

- - - - 938.7 932.4

Buildings 3,642.9 - 427.1 221.9 39.7 - 42,52.2 893.7 - 163.2 105.0 31.4 1,130.5 3,121.7 2749.2

Plant & Machinery 26,001.6 - 5,055.5 510.5 2,991.2 573.0 29,149.4 7,324.0 - 1,274.0 454.6 550.2 8,502.4 20,647.0 1,8677.6

Furniture,Fixture &Office equipments

498.0 - 9.9 46.6 4.7 - 549.8 320.7 - 35.0 41.8 4.2 393.3 156.5 177.3

Vehicles 274.0 - 89.0 9.1 20.2 - 351.9 150.2 - 48.7 7.0 16.0 189.9 162.0 123.8

Total Tangible Assets

31,348.9 - 5,581.5 794.4 3,055.8 573.0 35,242 8,688.6 - 1,520.9 608.4 601.8 10,216.1 25,025.9 2,2660.3

Previous year 24,264.7 533.80 5,942.7 157.5 164.4 614.6 31,348.9 7,400.0 331.4 1,363.2 106.1 (299.9) 8,688.6 22,660.3

F - 68

B. Intangible Assets (other than internally generated)(Rs. In Million)

PARTICULARS GROSS BLOCK DEPRECIATION AND AMORTIZATION NET BLOCK

As at 1st

April, 2011

Acquired on

Acquisition Additions

during the year

Foreign currency

translation reserve

Deductions during the

year

Borrowing cost

As at 31st

March, 2012

As at 1st April, 2011

Acquired on

Acquisition

For the year

Foreign currency

translation reserve

Deductions during the

year

Upto 31st

March, 2012

As at 31st March, 2012

As at 31st

March, 2011

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16

Technical Know how

158.1 - - 2.2 - - 160.3 46.1 - 8.3 2.2 - 56.6 103.7 112.0

ERP Software 251.6 - 8.5 24.4 4.5 - 280.0 154.4 - 35.6 20.0 4.2 205.8 74.2 97.2

Non Compete Fees 48.4 - - 1.6 - - 50.0 48.0 - - 2.0 - 50.0 - 0.4

Others (Goodwill) 1,469.1 - - 75.9 11.5 - 1,533.5 218.9 - 113.4 13.6 11.2 334.7 1198.8 1,250.2

Total Intangible Assets

1,927.2 - 8.5 104.1 16.0 - 2,023.8 467.4 - 157.3 37.8 15.4 647.1 1376.7 1,459.8

Previous year 1,315.8 581.7 13.0 21.6 4.9 - 1,927.2 346.2 17.0 127.8 (19.3) 4.4 467.3 1,459.8

C. Depreciation and Amortization for the year(Rs. In Million)

Particulars For the year 2011-12 For the year 2010-12Depreciation and amortisation for the year on tangible assets as per Note 12 ADepreciation and amortisation for the year on intangible assets as per Note 12 B

1,520.9157.3

1,363.2127.8

Total 1,678.2 1,491.0

F - 69

13. NON-CURRENT INVESTMENTS

(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

Investments (At cost)A. Trade, Unquoted

a) Investments in Equity Instruments i) of Associates

Zillion Infrastructures Pvt Limited 3056093 (previous year 3056093) shares of Rs. 10 each fully paid

B. Non Trade, Unquoteda) Investments in Equity Instruments

i) of other entities:BVM Finance Pvt Ltd1738000 (previous year 1738000) shares of Rs. 10 each fully paidSintex Oil & Gas Ltd50000 (previous year 50000) shares of Rs. 10 each fully paidSintex International Ltd900000 (previous year 900000) shares of Rs.10 each fully paidNief Global Limited200000 (previous year 200000) shares of AED 10 each fully paidWasaukee Global Limited200000 (previous year 200000) shares of AED10 each fully paid

C. Other Investments, Quoteda) Investments in Equity Instruments

i) of other entities:Dena Bank30200 (previous year 30200) shares of Rs. 10 each fully paid

490.0

86.9

0.5

30.0

30.4

30.4

0.9

441.0

86.9

0.5

30.0

-

-

0.9

Total 669.1 559.3

F - 70

14. LONG TERM LOANS AND ADVANCES

(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

a) Capital advancesUnsecured, considered good

b) Security depositsUnsecured, considered good

c) Advance income tax net of provisionsUnsecured, considered good

d) MAT credit entitlementUnsecured, considered good

e) Other loans and advancesUnsecured, considered good

f) Excise & Service Tax under Protest

823.8

261.1

199.4

440.0

14.6

25.2

648.6

183.6

47.2

335.7

22.5

25.2

Total 1,764.1 1,262.8

15. CURRENT INVESTMENTS

Particulars Face value(in Rs.)

As at March 31, 2012 As at March 31, 2011No. of units Rs. In

MillionNo.of units Rs. In

MillionCurrent Investments (At lower of cost and fair value)Non- Trade, UnquotedUnits of Mutual FundsTempleton India Short Term Income Plan Inst.-GTempleton India Income Opp. Fund –GBirla Sunlife STP 1IDFC MMF TPA-GrowthIDFC Imperial Equity Fund-Plan A GIDFC Premier Equity Fund Plan AHDFC CMF Tap- R.GHDFC Top 200 Fund GHDFC Mid Cap Opportunities FundHDFC Core and Satellite FundHDFC Equity Fund G HDFC Top 200 Fund GIDFC Imperial Equity Fund-Plan A GHDFC Top 200 Fund GHDFC CMF TAP- R. GROWTHHDFC Equity Fund GHDFC Top 200 Fund – GReliance Liquid Fund Treasury Plan Reliance Banking FundKotak Floater Long Term-GrowthKotak MID CAPDSP Black Rock Money Manager Fund-Regular Plan GrowthDSP Black Rock Micro Cap Fund R-IDFC MMF TPA-GrowthIDFC Premier Equity Fund Plan ADSP Black Rock Small and Mid Cap Fund - RTempleton India Income Opp. FundBirla Sunlife Ultra Short Term Fund-Retail-GrowthIDFC FMP- Yearly Series 54-Growth

1000

101010101010

1001010

10010010

10010

10010010

1001010

1000

10101010

10100

10

18728

4675563482

612564001

3195705

61301393531472

55116154

64525636

290012132278930522480887

1241511

20342987

919417882

1807346256

140000

28.5

50.00.10.11.20.1

01.30.21.31.51.21.20.10.60.60.60.10.2

00.3

0

0.30

0.30.3

2.11.2

1.4

209122

4675563

442664001

72786130

3147246576154

64525636

14254934

12379891733

143023427322

59711320630515266

300.0

50.0

0.11.2

0.11.3

1.21.21.21.20.10.30.30.30.20.10.20.10.4

0.10.20.10.1

F - 71

Birla Sunlife Cash Manager-GrowthBirla Sun Life Fixed Term Plan SeriesIDFC FMP Yearly Series- 47 (G)Kotak FMP Series- 73 (G)Birla Sunlife govt. Securities Long Term GrowthIDFC-SSIF-MT-Plan A Daily Div.IDFC FMP Yearly Series-54 GrowthBirla Sunlife Dynamic Bond fund-GICICI Prudential Inst. Short Term Plan-Cumulative GJP Morgan India ST Income Fund GDSP Black Rock ST Fund-GReliance Equity Opportunities Fund-XIX-Series 7-G PlanDSP Black Rock Equity Fund-Regular Plan GReliance Fixed Horizon Fund-XIX-Series 7-G PlanHDFC Equity Fund-GHDFC Prudence Fund-GADG Absolute Diversified Growth Fund Ltd.Birla Sunlife Dynamic Bond Fund-Retail GBirla Sunlife STP 1Birla Sunlife STP 5Kotak Bond (Short Term)-GrowthHDFC Cash Management Fund-TAP Wholesale GTata Floater Fund-GrowthBirla Sunlife Short Term Opportunities Fund-Institutional GReligare Credit Opportunities Fund-Institutional GMagnum Income Fund FR Savings Plus Bond Plan-GAxis Treasury Advantage Fund-Institutional GUTI Treasury Advantage Fund-Institutional Plan G OptionFidelity Ultra Short Term Debt. Fund-Institutional GTempleton India Ultra Short Bond Fund Super Institutional Plan-GReliance Monthly Interval Fund-Series-Institutional Plan-GReliance Money Manager Fund Institutional Option-GBNP Paribas Money Plus Institutional GrowthHDFC High Interest Fund-Short Term Plan-GTempleton India Income Opportunities Fund-GIDFC Fixed Maturity Yearly Series 32GTempleton India Short Term Income Retail Plan GIDFC Money Manager Fund Treasury Plan Super Inst. Plan C GrowthHDFC Cash Manager Fund-Treasury Advantage Plan Wholesale GIDFC FMP- Yearly Series 42-GReliance Medium Term Fund R.P. Growth PlanIDFC FMP-Half Yearly Series-12 Dividend

10010101010

10101010

101010

10

100

100100

US$100

10

10101010

1010

10

10

1000

1000

10

10

10

10

10

10

10

10100

10

10

1010

10

12613730007000070000

1406102

2683808200000031337672281580

130288677623814937

31920

129900

18722935

87153

3.20.70.70.7

40.8

27.120.054.750.1

15.014.00.5

0.5

1.3

0.50.6

428.5

726908

14937

31920

129900

18722935

87153

2707279

4825148859

55893204804493

682906217946716

13713533

13211174

91993

75881

3937101

7908702

15093314

115612

6988205

262183

1890073

250000010563

312

2928

1488300257664

1260000

20.0

0.5

0.5

1.3

0.50.6

396.6

40.2

0.12.3

102.6102.1

100.0200.0

150.0

200.0

100.0

100.0

50.0

100.00

200.0

152.7

102.0

5.0

20.0

25.020.0

-

0.1

14.95.1

12.6

F - 72

IDFC Fixed Maturity Yearly Series 35 GrowthICICI Prudential FMP Series 53 - 1 Year Plan B cumulativeHDFC FMP 370D Nov-2010 (2) Growth Series XVIIICICI Prudential FMP Series 53 - 1 Year Plan C cumulativeKotak FMP Series 32 GICICI Prudential FMP Series-53 - 1 years Plan F CumulativeIDFC Fixed Maturity Plan YearlyTaurus Short Term Income Fund-GICICI Prudential Blended Plan B Institutional Growth Option IIUTI Fixed Income Interval Fund-Monthly Interval Plan Series I Institutional

10

10

10

10

1010

101000

10

10

1500000

2530000

1000000

1000000

30000002560000

153000029980

23763129

19998200

15.0

25.3

10.0

10.0

30.025.6

15.350.0

250.0

200.0

Total 753.7 3,215.9Aggregate repurchase value of unquoted Investments

769.3 3,266.5

Notes:Current investments includes investments in the nature of "Cash and cash equivalents" amounting to Rs.753.7 million (As at 31 March, 2011 Rs. 3215.9 million), considered as part of Cash and cash equivalents in the Cash Flow Statement.

16. INVENTORIES (At lower of cost and net realisable value)

(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

a) Raw materialsb) Work-in-progressc) Finished goodsd) Stores and spares

1,308.5590.5

1,499.6556.5

1,285.7717.9

1,349.0417.3

Total 3,955.1 3,769.9

17. TRADE RECEIVABLES

(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

Trade receivables outstanding for a period exceeding six months from the date they were due for payment

Unsecured, considered goodDoubtful

Less: Provision for doubtful trade receivables

701.679.0

(79.0)

390.675.1

(75.1)701.6 390.6

Other Trade receivablesUnsecured, considered good 15,832.9 13,532.6

Total 16,534.5 13,923.2

18. CASH AND CASH EQUIVALENTS

F - 73

(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

a) Cash on handb) Cheques, drafts on handc) Balances with banks

i) In current accountsii) In deposit accounts (Refer Note (i), (ii)

and (iii) belowiii) In earmarked accounts

- Unpaid dividend accounts

5.66.3

1,380.85,809.5

3.9

4.03.7

1,088.88,761.1

3.5Total 7,206.1 9,861.1

Notes:i) Balances with banks include deposits amounting to Rs. 553.7 million (As at 31st March 2011 Rs.

477.2 million ) which have an original maturity of more than 12 months.ii) Out of total deposits Rs. 5063.9 million (previous year Rs. 5052.6 million) unutilised amount of

FCCB issue.iii) Balance with banks includes deposits of Rs. 1660.5 million (previous year Rs. 1424.9 million)

under lien to banks.

19. SHORT-TERM LOANS AND ADVANCES(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

a) Security depositsUnsecured, considered goodDoubtfulLess: Provision for doubtful deposits

26.14.5

(4.5)

28.11.5

(1.5)26.1 28.1

b) Advance Recoverable in cash or kindUnsecured, considered good

c) Prepaid expenses - Unsecured, considered good

d) Balances with government authoritiesUnsecured, considered goodiv) CENVAT credit receivablev) VAT credit receivablevi) Service Tax credit receivable

7,022.2

139.9

149.660.743.1

4,126.2

95.3

148.451.533.8

Total 7,441.6 4,483.3

F - 74

20. OTHER CURRENT ASSETS(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

a) Unbilled Revenueb) Interest accrued on Deposits

404.344.5

305.949.2

Total 448.8 355.1

21. REVENUE FROM OPERATIONS(Rs. In Million)

Particulars For the year endedMarch 31, 2012

For the year endedMarch 31, 2011

a) Sale of products (Refer Note (i) below)b) Sale of service (Refer Note (ii) below)

43,512.11,829.7

43,524.62,053.0

45,341.8 45,577.6Less: Excise duty 974.1 826.1Total

Note :(i) Sale of products comprises following manufactured goods:

A. Textile ProductsB. Plastic Products

Rotomouled/Injection/Blowmoulded ProductsPrefabricated Structure & Exturded Thermo Plastic SectionsSMC/Pulrusion/ Thermoforming/Resin/Iight/soft moulded product

44,367.7

4,678.2

17,591.818,220.6

3,021.5

44,751.5

4,358.7

17,768.118,200.1

3,197.7Total Sale of Manufactured goods 43,512.1 43,524.6

(ii) Sale of Service comprises:Erection and Installations 1,829.7 2,053.0Total Sale of Services 1,829.7 2,053.0

22. OTHER INCOME(Rs. In Million)

Particulars For the year endedMarch 31, 2012

For the year endedMarch 31, 2011

a) Interest incomeb) Dividend income:

From current Investments in Mutual fundsc) Net gain on sale of:

current investmentslong-term investments

d) Net gain on foreign currency transactions and translation (other than considered as finance cost)

e) Other non-operating income (net of expenses directly attributable to such income)Profit on sale of Fixed AssetsMiscellaneous Income

328.5

2.7

181.67.5

4.8147.3

329.6

1.9

151.40.7

0.956.4

Total 672.4 540.9

F - 75

23. a. COST OF MATERIALS CONSUMED(Rs. In Million)

Particulars For the year endedMarch 31, 2012

For the year endedMarch 31, 2011

Opening stockAdd: PurchasesLess: Closing stock

1,285.725,090.31,308.5

966.325,817.3

1,285.7Cost of material consumed 25,067.5 25,497.9

Note :Materials consumed comprises:

Cotton yarn and other fibresPlastic Resins, Granules & powder etc.Bought-out goods consumed

1,127.912,437.411,502.2

1,045.911,599.512,852.5

Total 25,067.5 25,497.9

23. b. PURCHASE OF TRADED GOODS(Rs. In Million)

Particulars For the year endedMarch 31, 2012

For the year endedMarch 31, 2011

Industrial Pallets, Moulds & Plastic Parts 797.7 771.5Total 797.7 771.5

23. c. CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS

(Rs. In Million)

Particulars For the year endedMarch 31, 2012

For the year endedMarch 31, 2011

Inventories at the end of the year:Finished goodsWork-in-progress

1,499.6590.5

1,349.0717.9

2,090.1 2,066.9Inventories at the beginning of the year:Finished goodsWork-in-progress

1,349.0717.9

1,160.7908.5

Opening stock of subsidiaries acquired during the year2,066.9

-2,069.2

34.2Net (increase) / decrease (23.2) 36.5

F - 76

24. EMPLOYEE BENEFITS EXPENSE(Rs. In Million)

Particulars For the year endedMarch 31, 2012

For the year endedMarch 31, 2011

Salaries and wagesContributions to provident and other funds (Refer Note 29.1)Expense on employee stock option (ESOP) scheme (Refer Note 31)Staff welfare expenses

4,036.974.210.0

998.6

3,543.398.775.3

895.8Total 5,119.7 4,613.1

25. FINANCE COSTS(Rs. In Million)

Particulars For the year endedMarch 31, 2012

For the year endedMarch 31, 2011

Interest expense on:On Debentures and Fixed LoansOn Working Capital and others

746.0612.3

420.0669.2

Total 1,358.3 1,089.2

26. OTHER EXPENSES(Rs. In Million)

Particulars For the year endedMarch 31, 2012

For the year endedMarch 31, 2011

Consumption of stores and spare partsSite DevelopmentsPower and fuelRent including lease rentals (Refer note 29.4)Repairs and maintenance – BuildingsRepairs and maintenance – MachineryRepairs and maintenance – OthersInsuranceRates and taxesCommunicationTravelling and conveyanceSales commissionDonations and contributionsPayments to auditorsProvisions for Doubtful Debts & loans & AdvancesGeneral Charges

1700.2175.0

1,319.9187.674.7

290.411.677.5

185.565.4

227.2352.3

6.18.87.3

1,707.3

1,574.4159.8

1,124.8226.6

68.540.6

250.971.3

175.657.8

157.5381.3

2.59.4

11.91,450.6

Total 6,396.8 5,763.5

F - 77

27. EXCEPTIONAL ITEMS(Rs. In Million)

Particulars For the year endedMarch 31, 2012

For the year endedMarch 31, 2011

Net Foreign Exchange (Gain) /Loss on long term Foreign Currency Monetary (Refer note below)

466.4 (62.4)

Total 466.4 (62.4)

Note:Considering the sudden devaluation of Indian Rupee against US Dollar as an exceptional situation, the Company has disclosed the effect of Net Foreign Exchange Loss / (Gain) on long term Foreign Currency Monetary Items as Exceptional Item in the Statement of Profit and Loss.

28. (Rs. In Million)

Particulars 2011-12 2011-1028.1 Contingent liabilities and commitments :-

a) Disputed demands not acknowledged as debts against which the Company has preferred appeals Income Tax Excise Duty Custom Duty Sales Tax Service Tax

b) Corporate guarantees given to Banks/Institutionsc) Performance Guarantees given to Customers by Banksd) Letter of Credit Facilities provided by bankse) Amount of claims of certain retrenched employees for re-

instatement with back wages

28.2 Estimated amount (net of advances) of contracts remaining to be executed on capital account and not provided for

131.314.72.8

35.222.954.8

595.736.9

Amount notAscertained

105.0

129.714.72.8

38.122.996.2

238.838.4

Amount notAscertained

85.3

28.3 A Scheme of Arrangement (the "Scheme") between the Company and its equity Shareholders was approved by the Board of Directors vide its resolution dated 30th June, 2008, by the Shareholders in their Court convened meeting held on 15th September, 2008 and by the Honourable High Court of Gujarat vide its order dated 25th March, 2009. The Appointed Date of the Scheme was 1st April, 2008. The Company filed the Order with the Registrar of Companies, Gujarat on 14th April, 2009 within the time specified in the order and the Scheme had been given effect in the financial statement for the financial year ended on 31st March, 2010. Accordingly, as per the Scheme, from the said date, the Company earmarked Rs. 2000.0 million from Securities Premium Reserve Account to International Business Development Reserve Account (the "IBDR").

As per the Scheme, the balance of IBDR so earmarked is available towards such expenses as specified under the Scheme. Accordingly, during the year, the Company has adjusted against the earmarked balance of IBDR an amount of of Rs. 44.2 million (previous year Rs. 464.7 million) being such specified expenses as per the Scheme. The said accounting treatment has been followed as prescribed under the Scheme and it has no impact on the profit for the year, as per the Scheme.

F - 78

28.4 The Company issued Zero Coupon Foreign Currency Convertible Bonds ("FCCBs") aggregating to USD 225 million on March 12, 2008 for financing foreign currency expenditure for expansion plans in existing businesses, investments in overseas joint ventures and/or wholly owned subsidiaries, international acquisitions and other.

As per the terms & conditions of the Offering Circular dated March 12, 2008, the Conversion Price of FCCBs is reset at Rs. 246.50 from Rs. 290.00 per equity share of Rs. 1 each on March 12, 2010.

The proceeds of the above issue have been utilised on an overall basis as set out below:

Particulars USD in Million

Rs. In millions

FCCB issue expenses directly paidInvestment in overseas subsidiary

1.0122.6

40.45439.6

Unutilised FCCB proceeds amounting to Rs. 5,063.9 million (previous year Rs. 5,052.6 million) have been invested in fixed deposits and Rs. 713.9 million (previous year Rs. 18.5 million) have been lying in Current Account with banks at the year end.

The outstanding FCCBs will be redeemed in March 2013.

28.5 The foreign subsidiaries have provided depreciation on all the assets on straight line basis over the estimated useful life of the assets. The French subsidiaries have provided the liabilities for the retirement benefits as per the local laws applicable to them. The impact of different accounting policies followed by the subsidiaries, in the opinion of the management, would not be significant in the context of the Consolidated Financial Statements.

28.6 During the year, the Company has opted for the option given in the paragraph 46A of Accounting Standard -11 “The Effects of Changes in Foreign Exchange Rates” inserted by the Notification dated 29th December, 2011 issued by the Ministry of Corporate Affairs and accordingly the Foreign Exchange Loss incurred on Long Term Foreign Currency Monetary Items is amortized over the balance period of such Long Term Foreign Currency Monetary Items. The unamortised balance is carried in the Balance Sheet as “Foreign currency monetary item translation difference account” net of tax effect thereon. Pursuant to such adoption of the option, total amortization of the Foreign Exchange Loss incurred on Long Term Foreign Currency Monetary Items is lower by Rs. 442.1 millions and Profit for the year is higher by the said amount.

28.7 The subsidiary/associate companies considered in the Consolidated Financial Statements are:

Name of Subsidiaries/AssociateParticulars

Country of incorporation

Effective ownership in subsidiaries/associate as atMarch 31, 2012

March 31, 2011

Zep Infratech LimitedBright AutoPlast LimitedSintex Infra Projects LimitedSintex Holdings B.V.Sintex France SASSintex Holding USA, Inc.Sintex Industries UK LimitedSintex Austria B.V.

IndiaIndiaIndia

NetherlandsFranceUSAUK

Netherlands

100%100%100%100%100%100%100%100%

100%100%100%100%100%100%100%100%

F - 79

Amarange Inc.Wausaukee Composites Inc.Wausaukee Composites Owosso, Inc.WCI Wind Turbine Components, LLCCuba City Real Estate LLCOwosso Real Estate LLCNief Plastic SASNP Hungaria KftNP Nord SASNP Slovakia SRONP Savoie SASNP Tunisia SARLNP Vosges SASSegaplast SASSegaplast Maroc SASiroco SASThermodole SASAIP SASSIMOP SASSICMO SASNP Rhone SAS (w.e.f. December, 2011)Zillion Infraprojects Private Limited

British Virgin IslandUSAUSAUSAUSAUSA

FranceHungryFrance

SlovakiaFranceTunisiaFranceFrance

MoroccoFranceFranceFranceFranceFranceFranceIndia

100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%30%

100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%

-30%

29. DISCLOSURES UNDER ACCOUNTING STANDARDS

29.1 Employee benefit plans

29.1.a. Defined contribution plansThe Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs. 65.5 million (Year ended 31 March, 2011 Rs. 59.4 million) for Provident Fund contributions and Rs. 9.7 million (Year ended 31March, 2011 Rs. 9.3 million) for Superannuation Fund contributions in the Statement of Profit and Loss. The contributions payable to theseplans by the Company are at rates specified in the rules of the scheme.

29.1.b. Defined benefit plansThe Company offers the following employee benefit schemes to its employees:i. Gratuityii. Compensated AbsencesThe following table sets out the funded status of the defined benefit schemes and the amount recognised in the financial statements :

(Rs. In Million)

Particulars Year ended 31 March 2012

Year ended 31 March 2011

Gratuity Compen-satedAbsences

Gratuity Compen-satedAbsences

Components of employer expenseCurrent service costInterest cost

17.315.2

10.05.9

17.713.4

12.55.1

F - 80

Expected return on plan assetsCurtailment cost / (credit)Settlement cost / (credit)Past service costActuarial losses/(gains)Total expense recognised in theStatement of Profit and Loss

Actual contribution and benefit payments for yearActual benefit paymentsActual contributions

Net asset / (liability) recognised in the Balance SheetPresent value of defined benefit obligationFair value of plan assetsFunded status [Surplus / (Deficit)]Unrecognised past service costs

(10.9)

-(22.6)(1.0)

0.618.4

189.3

131.4--

-

-1.6

17.5

3.30.5

86.9

2.0--

(9.9)

0.28.6

30.0

2.016.7

188.4

112.0--

(0.1)

-2.1

19.6

5.61.2

73.6

1.7--

Net asset / (liability) recognised in the Balance Sheet

(57.9) (84.9) (76.4) (71.9)

29.1.c(Rs. In Million)

Particulars Year ended 31 March 2012

Year ended 31 March 2011

Gratuity Compen-satedAbsences

Gratuity Compen-satedAbsences

Change in defined benefit obligations (DBO) during the yearPresent value of DBO at beginning of the yearCurrent service costInterest costPast service costSettlement cost / (credit)Plan amendmentsAcquisitionsActuarial (gains) / lossesPast service costBenefits paidPresent value of DBO at the end of the year

188.4

17.315.2

---

(22.6)-

(9.0)189.3

73.6

10.05.9

---

1.7-

(4.1)86.9

166.6

17.713.40.2

--

8.6-

(18.1)188.4

63.7

12.55.1

---

2.2-

(9.9)73.6

Change in fair value of assets during the yearPlan assets at beginning of the yearAcquisition adjustmentExpected return on plan assetsActual company contributionsActuarial gain / (loss)Benefits paid

112.0(0.7)10.918.4(0.2)(9.0)

1.8--

0.50.2

(0.5)

103.2-

9.917.1(0.1)

(18.1)

1.4-

0.110.1

-(9.9)

F - 81

Plan assets at the end of the year 131.4 2.0 112.0 1.7Actual return on plan assets 10.1 0.2 9.2 0.1Composition of the plan assets is as follows:LIC of India 100% 100% 100% 100%Actuarial assumptionsDiscount rateExpected return on plan assetsSalary escalation

8.50%9.25%6.00%

8.50%N.A.

6.00%

8.10%9.25%6.00%

8.10%N.A.

6.00%AttritionMortality tablesActuarial Valuation Method

3% at younger ages reducing to 1% at older agesLIC (1994-96) published table of mortality rates

Projected Unit Credit MethodEstimate of amount of contribution in theimmediate next year

Not ascertained

Not ascertained

Not ascertained

Not ascertained

The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for the estimated term of the obligations. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factor.

29.1.d. Experience adjustments

(Rs. In million)Particulars For the

year endedMarch 31, 2011

For the year endedMarch 31, 2010

For the year endedMarch 31, 2009

For the year endedMarch 31, 2008

GratuityPresent value of DBOFair value of plan assetsFunded status [Surplus / (Deficit)]Experience gain / (loss) adjustments on plan liabilitiesExperience gain / (loss) adjustments on plan assets

188.4112.0

--

-

166.6103.2

--

-

147.690.4

---

122.273.3

---

Net Asset/(Liability) at the end of the year (76.4) (63.4) (57.2) (48.9)

29.2 Information about Business Segment

1) Primary Segment InformationThe Company has identified business segments as its primary segment and geographic segments as its secondary segment. Business segments are primarily Textiles and Plastics. Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Fixed assets that are used interchangeably amongst segments are not allocated to primary and secondary segments. Geographical revenues are allocated based on the location of the customer. Geographic segments of the Company are Europe, India and Other.

F - 82

(Rs. In Million)

Particulars Textile Plastic Unallocated Total31.3.12 31.3.11 31.3.12 31.3.11 31.3.12 31.3.11 31.3.12 31.3.11

i) Segment RevenueLess: Inter SegmentNet Sales/Income from Operations

ii) Segment ResultLess: Unallocated

Expenses net of Unallocated Income Interest Expenses

Profit Before Taxa) Current Tax expenses

for current year b) (Less ): MAT Creditc) Current tax expenses

relating to prior years

4702.3-

4702.3

573.2

--

573.2-

--

4375.3-

4375.3

600.4

--

600.4-

--

39833.2-

39833.2

5162.7

--

5162.7-

--

40461.7-

40461.7

6205.5

--

6205.5-

--

504.6-

504.6

(198.9)

-(1358.3)(1557.2)

909.6

(150.5)76.3

455.4-

455.4

375.4

-(1089.2)

(713.8)1297.3

(220.9)67.8

45040.1-

45040.1

5537.0

-(1358.3)

4178.7909.6

(150.5)76.3

45292.5-

45292.5

7181.3

-(1089.2)

6092.11297.3

(220.9)67.8

d) Net current expensese) Deferred Tax

--

--

--

--

835.4324.2

1144.2364.1

835.4324.2

1144.2364.1

- - - - 1159.6 1508.3 1159.6 1508.3Profit After Tax Before Minority Interest

Share of profits attribu- table to minority interestShare of profit of associateProfit for the year

iii) Other Information:Segment AssetsSegment LiabilitiesCapital ExpenditureDepreciationNon-cash expenses other than depreciation

573.2

-

-

573.2

10579.4557.2

1501.6449.3

-

600.4

-

-

600.4

9187.81101.51842.2426.5

-

5162.7

-

49.0

5211.7

47997.512698.5

6978.51228.9

10.0

6205.5

2.6

18.9

6221.8

40165.713067.1

5054.51064.5

85.6

(2716.8)

-

-

(2716.8)

11308.915040.9

---

(2222.1)

-

-

(2222.1)

15101.414193.8

---

3019.1

-

49.0

3068.1

69885.728296.7

8480.11678.2

10.0

4583.8

2.6

18.9

4600.1

64454.928362.4

6896.71491.0

85.6

2. Secondary Segment Information

The geographic segments individually contributing 10 percent or more of the Company’s revenues and segment assets are shown separately:

(Rs. In Million)

Geographic Segment RevenueFor the year ended31 March, 2012

Segment assetsAs at31 March, 2012

Capital ExpenditureIncurred during the year ended 31 March, 2012

India

Europe

Others

33,794.9(32,558.2)

9,463.3(9,915.3)

1,781.9(2,881.3)

58,054.4(52,445.9)

9,939.4(10,016.4)

1,892.0(1,992.3)

8,041.8(5,460.2)

422.4(1,396.5)

15.9(40.0)

Note: Figures in bracket relates to the previous year

Note:

a The Company is organised into two main business segments, namely: Textile - Fabric and Yarn Plastic - Water Tanks, Doors, Windows, Prefab, Sections, BT Shelters, Custom Moulding, etc.

F - 83

Segments have been identified and reported taking into account the nature of products and services, the differing risks and returns, the organisation structure, and the internal financial reporting systems.

b Segment Revenue in each of the above business segments primarily includes sales, service charges, profit on sale of Fixed Assets (net), Miscellaneous Sales, Export Incentive , Foreign Exchange Gain etc.

(Rs. In Million)

Particulars For the year endedMarch 31, 2012

For the year endedMarch 31, 2011

Segment Revenue comprises of:SalesOther Income

44,367.7672.4

44,751.5541.0

Total 45,040.1 45,292.5

c The Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segment and amounts allocated on a reasonable basis.

29.3 Related Party Transactions:

29.3. (a) Details of related parties:

Sr. No. Nature of Relationship Name of Related Parties12

Associate CompaniesKey Management Personnel

BVM Finance Pvt. Ltd.Shri Dinesh B. Patel, ChairmanShri Arun P. Patel, Vice-chairmanShri Rahul A. Patel, Managing Director (Group)Shri Amit D. Patel, Managing Director (Group)Shri S.B. Dangayach, Managing Director

29.3. (b) (1) Details of related party transactions during the year ended 31 March, 2012:

(Rs. In Million)

Sr. No.

Nature of Transaction

Nature of RelationshipAssociates Subsidiaries Key

ManagementPersonnel

Total

1 Managerial remuneration

--

--

126.5123.6

126.5123.6

F - 84

29.3. (b) (2) Details of related party Balances outstanding as at 31 March, 2012:

(Rs. In Million)

Sr. No.

Nature of Transaction

Nature of RelationshipAssociates Subsidiaries Key

ManagementPersonnel

Total

1

2

Current Liabilities

Investments

--

86.986.9

----

67.567.5

--

67.567.586.986.9

29.4 Details of leasing arrangements

A) Finance Leasei) In accordance with Accounting Standard 19 'Leases' issued by the Institute of

Chartered Accountants of India, the assets acquired on finance lease are capitalised and a loan liability is recognised. Consequently, depreciation is provided on such assets. Installments paid are allocated to the liability and the interest is charged to the Statement of Profit & Loss.

ii) a) Assets acquired on Lease agreements mainly comprise of vehicles. The agreements provide for reimbursement of taxes, levy, etc. imposed by any authorities in future. There are no exceptional / restrictive covenants in the Lease Agreements.

b) The minimum installments and the present value as at 31st March, 2012 of minimum installments in respect of assets acquired under the Lease Agreements are follows :

(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

Minimum Installmentsi) Payable not later than 1 yearii) Payable later than 1 year and not later

than 5 yearsiii) Payable later than 5 years

1.51.9

-

2.52.4

-Total minimum installmentsLess : Future finance charges

3.40.3

4.90.5

Present value of minimum installmentsPresent Value of Minimum Installmentsi) Payable not later than 1 yearii) Payable later than 1 year and not later

than 5 yearsiii) Payable later than 5 years

3.1

1.21.9

-

4.4

2.32.1

-Total present value of minimum installments 3.1 4.4

F - 85

B) Operating LeaseThe Company has entered into operating lease arrangements for Residential flats for accommodation of employees and office premises. The leases are non-cancellable and are for a period of 11 to 96 months with a renewal clause also provide for termination.

(Rs. In Million)

Particulars 2011-12 2010-11Office premisesResidential Flats for accommodation of employees

60.13.9

57.95.5

29.5 Earnings Per Share (EPS)

Particulars 11-12 10-11Basic Earnings Per Share before Extra Ordinary Items :Profit attributable to the Shareholders (Rs. in million) AWeighted average number of Equity Shares outstanding during the year BNominal value of Equity Shares (Rs.)Basic Earnings Per Share (Rs.) A/BDiluted Earnings Per Share before Extra Ordinary Items :Profit attributable to the Shareholders (Rs. in million) AWeighted average number of Equity Shares outstanding during the year BNominal value of Equity Shares (Rs.)Diluted Earning Per Share (Rs.) A/B

3,068.1271,067,866

1.011.32

3,068.1271,067,866

1.0011.32

4600.1270,997,406

1.016.97

4,600.1270,997,406

1.016.97

Particulars No. of shares No. of shares

Weighted average number of Equity Shares outstanding during the year for Basic EPSAdd : Dilutive potential Equity SharesWeighted average number of Equity Shares outstanding during the year for Dilutive EPS

271,067,866

-271,067,866

270,997,406

-270,997,406

F - 86

29.6 The Deferred Tax Liability/ Asset comprises of tax effect of timing differences on account of:

(Rs. In Million)

Particulars As atMarch 31, 2012

As atMarch 31, 2011

Deferred Tax LiabilityDifference between book and tax depreciationOthers

2,723.268.3

2401.493.4

Total 2,791.5 2494.8Deferred Tax AssetDisallowances under Income TaxProvision for doubtful debts & advancesUnabsorbed Depreciation & losses

(63.3)(8.5)

(338.3)

(161.1)(7.4)

(269.1)Total (410.1) (437.6)Deferred Tax Liability (Net) 2381.4 2057.2

30 DETAILS AS PER SECTION 212(8) OF THE COMPANIES ACT, 1956

a) The Ministry of Corporate affairs, Government of India, vide General Circular no.2 and 3 dated 8th February 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemptions

F - 87

b) Financial information of Subsidiary companies(Rs. In Million)

Sr.No.

Name of Subsidiary Company Reporting Period

Reporting Currency#

Capital Reserves Total Assets

Total Liabilities

Investment other than investment in subsidiaries

Turnover Profit Before Taxation

Provision for Taxation

Profit After Taxation

Proposed Dividend

1.2.3.4.5.6.

7.

8.9.10.11.12.13.14.15.16.17.18.19.20.21.22.23.24.

25.26.27.28.29.

Zep Infratech LimitedBright AutoPlast LimitedSintex Holdings B.V.*Sintex Holding USA, Inc.Wausaukee Composites Inc.Wausaukee Composites Owosso, Inc.WCI Wind Turbine Components, LLCOwosso Real Estate LLCCuba City Real Estate LLCSintex Austria B.V.*Amarange Inc.*Sintex France SASNief Plastic SASNP Savoie SASThermodole SASNP Vosges SASSiroco SASNP Nord SASSegaplast SASAIP SASNP Hungaria KftNP Slovakia SRONP Tunisia SARLSegaplast Maroc SA

SICMO SASSIMOP SASNP RhoneSintex Industries UK LimitedSintex Infra Projects Limited

31.03.201231.03.201231.12.201131.12.201131.12.201131.12.2011

31.12.2011

31.12.201131.12.201131.12.201131.12.201131.12.201131.12.201131.12.201131.12.201131.12.201131.12.201131.12.201131.12.201131.12.201131.12.201131.12.201131.12.201131.12.2011

31.12.201131.12.201131.12.201131.12.201131.03.2012

INRINREUROUSDUSDUSD

USD

USDUSDEUROSGDEUROEUROEUROEUROEUROEUROEUROEUROEUROEUROEUROEUROMAD DirhamsEUROEUROEUROGBPINR

13.0550.1

3,562.31,297.3

23.4210.1

0.0

10.43.76.2

539.42,198.21,153.7

86.068.968.934.542.034.568.9

137.868.9

117.463.1

34.568.90.1

206.110.0

581.8528.0

3,043.859.0

361.329.5

(85.8)

6.50.9

498.2(27.4)

(100.5)981.3145.9258.5193.3

61.342.9

137.8309.4407.8

41.9433.0

99.4

30.5201.8

-(134.7)

996.7

1,720.74,304,16,606.01,350.6

706.9312.3

124.9

43.734.5

504.4916.1

3,714.23,300.2

408.3571.0492.0177.9278.7258.3525.6818.8165.0805.0220.7

89.3406.7

0.171.5

4,583.1

1,720.74,304.16,606.01,350.6

706.9312.3

124.9

43.734.5

504.4916.1

3,714.23,300.2

408.3571.0492.0177.9278.7258.3525.6818.8165.0805.0220.7

89.3406.7

0.171.5

4,583.1

------

-

--

480.6--------------

-----

968.83,261.7

--

965.0710.7

177.6

5.83.1

---

2,531.9640.2994.1

1,300.5403.6612.5437.9770.5

1,120.4274.3962.8294.0

155.6829.5

--

3,386.5

(124.2)38.726.017.737.6

(21.5)

(33.3)

2.90.8

(9.8)(22.9)(18.1)235.5

38.8109.5

53.220.519.643.752.1

168.213.6

190.931.4

4.414.0

-(2.7)

461.6

35.025.2

-(0.7)15.3(7.3)

(12.3)

1.00.3

--

0.71.0

10.437.217.06.85.6

14.117.017.73.1

-0.4

1.45.3

--

122.8

(89.2)13.526.018.422.3

(14.2)

(21.0)

1.90.5

(9.8)(22.9)(18.8)234.5

28.472.336.213.714.029.635.1

150.510.5

190.931.0

3.08.7

-(2.7)

338.8

------

-

-----

25.210.317.210.3

--

34.517.241.3

-41.3

-

-----

# The Indian rupee equivalents of the figure given in the foreign currencies in the accounts of the subsidiary companies, have been given on the basis of appropriate exchange rates as follows :1 Euro = Rs. 68.90, 1 USD = Rs. 53.27, 1 SGD = Rs. 41.78, 1 MAD Dirham’s = Rs. Rs. 6.30, 1 GBP = Rs. 82.10

F - 88

*Financial information is based on unaudited results.

F - 89

31. EMPLOYEE STOCK OPTION SCHEME

i) The Company initiated "the Sintex Industries Limited Employee Stock Option Scheme, 2006" (the "Scheme") for all eligible employees in pursuance of the special resolution approved by the Shareholders in the Extraordinary General Meeting held on 24th February, 2006. The Scheme covers all directors and employees (except promoters or those belong to the promoters' group) of the Company and directors and employees of all its subsidiaries. Under the Scheme, the Compensation Committee of the Board (the "Committee") administers the Scheme and grants stock options to eligible directors or employees of the Company and its subsidiaries. The Committee determines the employees eligible for receiving the options and the number of options to be granted subject to overall limit of 10,000 options per annum for each employee. The vesting period is at the expiry of thirty six months from the date of the grant of option. The Committee has decided the exercise price of Rs. 91.70 per equity share of Rs. 2 each as per clause 8.1 of SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

ii) The Company has given loan to Sintex Employees Welfare Trust (ESOP Trust) towards subscribing 10,00,000 equity shares of the Company at Rs. 91.70 per equity share of Rs. 2 each aggregating to Rs. 91.7 million. On 21st August, 2006, the Company issued 10,00,000 equity shares of the face value of Rs. 2 each to ESOP Trust at Rs. 91.70 per equity share.

iii) On 27th October, 2010, each equity share of Rs. 2 each has been sub-divided into two equity shares of Rs. 1 each. Hence ESOP Trust holds 20,00,000 equity shares of the face value of Rs. 1 each at Rs. 45.85 per equity share.

vii) The Company granted Nil equity share (previous year Nil equity share) options to eligible employees at Rs. 45.85 per equity share of Rs. 1 each. The details of outstanding options are as under:

Particulars As atMarch 31, 2012

As atMarch 31, 2011

Options outstanding as at beginning of the yearAdd: Options granted during the yearLess: Options exercised during the yearLess: Options forfeited during the yearOptions outstanding at the end of the year

1923000NilNilNil

1923000

2000000Nil

77000Nil

1923000

v) During the year, Nil ( previous year 77,000 ) equity shares of ì 1/- each have been allotted to the employees on exercise of options granted to them.

32. The Company prepares and presents its financial statements as per Schedule VI to the Companies Act, 1956, as applicable to it from time to time. In view of revision to the Schedule VI as per a notification issued during the year by the Central Government, the financial statements for the financial year ended 31st March, 2012 have been prepared as per the requirements of the Revised Schedule VI to the Companies Act, 1956. The previous year figures have accordingly regrouped/re-classified to confirm to the current year's classification

F - 90

AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF SINTEX INDUSTRIES LIMITED

1. We have audited the attached Consolidated Balance Sheet of SINTEX INDUSTRIES LIMITED (“the Company”), and its subsidiaries (the Company and its subsidiaries constitute “the Group”) as at 31

st

March, 2011, the Consolidated Profit and Loss Account and the Consolidated Cash Flow Statement of the Group for the year ended on that date, both annexed thereto. The Consolidated Financial Statements include investments in an associate accounted on the equity method in accordance with Accounting Standard 23 (Accounting for Investments in Associates in Consolidated Financial Statements) as notified under the Companies (Accounting Standards) Rules, 2006. These financial statements are the responsibility of the Company’s Management and have been prepared on the basis of the separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit.

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

3. Without qualifying our opinion, we draw attention to Note 4 of Schedule 20 to these financial statements, regarding the Scheme of Arrangement (the “Scheme”) approved by the Honourable High Court of Gujarat, as per which Scheme, in the year 2008-09 the Company earmarked Rs. 2000.0 million from Securities Premium Reserve to International Business Development Reserve Account (the “IBDR”) and has adjusted against the earmarked balance of IBDR, Rs.1877.3 million upto 31st March, 2011 (including Rs.464.7 million during the year) being expenses of the nature as specified under the Scheme. The said accounting treatment has been followed as prescribed under the Scheme. The relevant Indian Generally Accepted Accounting Principles, in absence of such Scheme, would not permit the adjustment of expenses against the Securities Premium Reserve / IBDR. Had the Company accounted for these expenses as per Generally Accepted Accounting Principles in India, instead of accounting for as per the Scheme, the balance of Securities Premium Reserve / IBDR would have been higher by Rs.1877.3 million as at 31st March, 2011 and profit after tax would have been lower by Rs 464.7 million for the year ended on 31st March, 2011.

4. We did not audit the financial statements of certain subsidiaries, whose financial statements reflect total assets of Rs.12,181.5 million as at 31

stMarch, 2011, total revenues of Rs.14,863.1 million and

net cash outflows amounting to Rs. 48.3 million for the year ended on that date and of an associate whose financial statements reflect the Group’s share of profit of Rs.18.9 million for the year then ended, as considered in the Consolidated Financial Statements. These financial statements have been audited by other auditors whose reports have been furnished to us and our opinion in so far as it relates to the amounts included in respect of these subsidiaries is based solely on the reports of the other auditors.

5. We have relied on the unaudited financial statements of three subsidiaries, whose financial statements reflect total assets of Rs. 1412.7 million as at 31st March, 2011, total revenue of Rs.NIL million and cash inflows amounting to Rs.163.9 million for the year ended on that date as considered in the Consolidated Financial Statements. These unaudited financial statements have been compiled and certified by the management and have not been subject to audit by independent auditors. Our opinion, in so far as it relates to the amounts included in respect of these three subsidiaries is based solely on these financial statements certified by the management.

6. We report that the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard 21 (Consolidated Financial Statements) and Accounting Standard 23 (Accounting for Investment in Associates in Consolidated Financial Statements) as notified under the Companies (Accounting Standards) Rules, 2006.

7. Based on our audit and on consideration of the separate audit reports on individual financial statements of the Company, its aforesaid subsidiaries and an associate and on the other financial information of the components and accounts certified by the management as explained in paragraph 5 above and to the best of our information and according to the explanations given to us, in our opinion, the Consolidated Financial Statements give a true and fair view in conformity with the accounting principles generally accepted in India:

F - 91

(iv) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31

stMarch, 2011;

(v) in the case of the Consolidated Profit and Loss Account, of the profit of the Group for the year ended on that date; and

(vi) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date.

For Deloitte Haskins & SellsChartered Accountants

(Registration No. 117365W)

Gaurav J. Shah Partner

(Membership No. 35701)AHMEDABAD, 30th April, 2011

F - 92

Consolidated Balance Sheet As at March 31, 2011

(Rs. In Million)

Particulars Schedules 31.03.2011 31.03.2010SOURCES OF FUNDSShareholders’ FundsShare CapitalReserves & Surplus

12

271.123,744.5

271.019,197.8

Minority InterestLoan FundsSecured LoansUnsecured Loans

34

24,015.6

16,352.311,385.6

19,468.8189.6

14,452.611,850.8

Deferred Tax Liability27,737.92,494.8

26,303.42,049.9

Total 54,248.3 48,011.7APPLICATION OF FUNDSFixed AssetsGross BlockLess: Depreciation

533,276.19,156.0

25,580.57,746.2

Net BlockCapital Work in Progress

24,120.11,362.8

17,834.31,716.4

Goodwill on ConsolidationDeferred Tax AssetInvestmentsCurrent Assets, Loans & AdvancesInventoriesSundry DebtorsCash & Bank BalancesLoans & Advances

6

789

10

25,482.92,190.1

437.63,775.2

3,769.914,228.99,861.15,146.7

19,550.72,665.1

356.82,470.2

3,410.810,120.59,295.48,156.5

Less: Current Liabilities & Provisions 1133,006.610,644.2

30,983.28,014.5

Net Current AssetsMiscellaneous Expenditure(To the extent not written off or adjusted) 12

22,362.40.1

22,968.70.2

Total 54,248.3 48,011.7Significant Accounting PoliciesNotes on Accounts

1920

F - 93

Consolidated Profit and Loss Account for the year ended March 31, 2011

(Rs. In Million)

Particulars Schedules For the year ended 31.03.2011

For the year ended 31.03.2010

INCOMEGross SalesLess: Excise duty and Sales Tax

46,296.71,545.2

34,196.11,379.7

Net SalesOther IncomeIncrease/(Decrease) in Finished and Process Stocks

1314

44,751.5603.3(36.5)

32,816.41,253.7(275.1)

EXPENDITURERaw Materials ConsumedEmployees' EmolumentsManufacturing & Other ExpensesInterest & Finance ChargesDepreciation & Amortisation

15161718

45,318.3

26,269.44,613.15,763.51,089.21,491.0

33,795.0

17,709.74,389.05,437.6

730.81,444.6

39,226.2 29,711.7Profit before taxProvision for Taxation

Current Tax MAT Credit Deferred Tax

6,092.1

1,297.3(220.9)

364.1

4,083.3

621.4(185.4)

273.51,440.5 709.5

Excess/(Short) provision of taxation of earlier years (Net)

4,651.6(67.8)

3,373.8(62.6)

Profit after Tax before Minority Interest and Share of Profit of AssociateLess: Minority Interest in post acquisition profitAdd: Share of Profit of Associate

4,583.8

2.618.9

3,311.2

21.2-

Profit after TaxBalance brought forward from previous year

4,600.110,155.0

3,290.07,461.2

Profit available for Appropriations 14,755.1 10,751.2APPROPRIATIONSProposed Dividend-Equity SharesTax on DividendGeneral ReserveDebenture Redemption ReserveBalance carried to Balance Sheet

177.428.4

402.0285.8

13,861.5

163.826.7

303.5102.2

10,155.0Total 14,755.1 10,751.2Earnings per share (Refer Note 11 of Schedule 18)Basic (In Rs.)Diluted (In Rs.)Significant Accounting PoliciesNotes on Accounts

1920

16.9716.97

12.1412.14

F - 94

Consolidated Cash Flow Statement for the year ended March 31, 2011

(Rs. In Million)

Particulars For the year ended 31.03.2011

For the year ended 31.03.2010

A. CASH FLOW FROM OPERATING ACTIVITIESNet profit before taxAdjustments for :Profit on Sale of Fixed Assets & InvestmentsUnrealised Foreign Exchange (Gain)/Loss (Net)Interest IncomeDepreciationInterest and Financial ChargesProvision for Doubtful debts and advancesBad Debt Written OffEmployees Compensation ExpensesDividend incomeMiscellaneous expenditure written off

6,092.1

(149.1)1515.2(329.6)1,491.01,089.2

12.2-

75.3(2.0)

0.1

4,083.3

(95.8)(189.5)(300.7)1,444.6

730.80.5

37.1102.7

-1.9

3,702.3 1,731.6Operating profit before working capital changesAdjustments for :Trade & other receivablesInventoriesTrade payables

9,794.4

(1,169.6)(359.1)2,398.9

5,814.9

(6,296.0)360.2

(1,425.4)870.2 (7,361.2)

Cash generated from/(used in) operationsDirect taxes paid (Net)

10,664.6(1,085.5)

(1,546.3)(710.8)

Net cash from/(used in) Operating Activities - (A) 9,579.1 (2,257.1)

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assetsSale of fixed assetsPurchase of InvestmentsSale of InvestmentsExpenses related to Debentures IssuedInterest receivedDividend received

(6,920.0)56.5

(271.2)130.0(81.0)329.6

2.0

(1,391.4)123.7

(719.2)--

266.9-

Net cash used in Investing Activities - (B) (6,754.1) (1,720.0)

F - 95

(Rs. In Million)

For the year ended 31.03.2011 31.03.2010

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from Equity Shares including Security PremiumProceeds from Term BorrowingsUnsecured Loan from BankInterest paidRepayment of borrowingsDividend paid

3.64,918.01,020.0

(1,680.8)(4,503.5)

(190.2)

-4,694.51,000.0

(1,203.8)(1,044.8)

(176.4)Net cash from Financing Activities - (C) (432.9) 3,269.5Net Changes in Cash & Cash Equivalents (A+B+C)Add: Cash & Cash Equivalents-Opening Balance

2,392.110,732.6

(707.6)11,440.2

Cash & Cash Equivalents-Closing Balance 13,124.7 10,732.6

Notes :(Rs. In Million)

For the year ended 31.03.2011 31.03.2010

1 Cash and Cash Equivalents include:Cash on handWith Banks:In Current AccountsIn Fixed Deposit

7.7

1,092.38,761.1

5.8

1,846.37,443.3

(Out of above, Fixed Deposits of Rs. 479.1 million(previous year Rs. 1574.4 million) under lien to banks)Short Term Investments

9,853.4

3,215.9

9,289.6

2,222.4Cash and Cash equivalentsEffect of Foreign exchange rate changes

13,077.047.7

11,517.8(785.2)

Cash and Cash equivalents as restated 13,124.7 10,732.6

2 The Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard-3 on Cash Flow Statements issued by the Institute of Chartered Accountants of India.

3 The previous year's figures have been regrouped wherever necessary to make them comparable with this year's figures.

F - 96

Schedule 1. SHARE CAPITAL(Rs. In Million)

As at 31.03.2011 31.03.2010Authorised50,00,00,000 (previous year 50,00,00,000) Equity Shares of Rs.

1/- each15,00,000 (previous year 15,00,000) Preference Shares of Rs.

100/- each

500.0

150.0

500.0

150.0

Total 650.0 650.0Issued27,30,22,666 (previous year 27,30,22,666) Equity Shares of Rs. 1/- each

273.0 273.0

Total 273.0 273.0Subscribed & Paid Up27,29,90,866 (previous year 27,29,90,866) Equity Shares of Rs.

1/- eachLess:- Amount recoverable from ESOP Trust (face value of

Equity Shares allotted to the Trust)

273.0

1.9

273.0

2.0

Total 271.1 271.0

Notes:Of the above Shares:

i) During the year each equity share of Rs. 2/- each has been sub-divided into Two Equity Shares of Rs. 1/- each, hence all related reference for the prior periods have been restated for the sake of compatibility.

ii) During the year, 77,000 equity shares have been allotted to the employees on exercise of options granted to them under Sintex Industries Employees' Stock Option Scheme, 2006.

iii) 2,50,000 equity shares were issued as fully paid-up pursuant to contract without payment being received in cash.

iv) 1,49,11,300 equity shares were allotted as fully paid-up Bonus Shares by capitalising General Reserve, Securities Premium Reserve and Capital Reserve.

Schedule 2. RESERVES AND SURPLUS(Rs. In Million)

As at 31.03.2011 31.03.2010Capital ReserveBalance as per last Balance SheetSecurities Premium ReserveBalance as per last Balance Sheet*Less: Expenses relating to Debenture issueAdd: Amount recovered from ESOP TrustAdd: Transferred from Employees Stock Option Outstanding on

issuance of equity shares to employees

478.0

6,734.881.03.5

13.9

478.0

6,734.8---

* Include Rs. 342.6 million (previous year Rs. 360.1 million) recoverable from ESOP Trust (Premium on equity shares allotted to the Trust)

6,671.2 6,734.8

F - 97

Capital Redemption ReserveBalance as per last Balance SheetDebenture Redemption ReserveBalance as per last Balance SheetAdd: Transferred from Profit and Loss AccountLess: Transferred to General Reserve

150.5

114.0285.8

-

150.5

17.4102.2

5.6

International Business Development Reserve ("IBDR") Account(Refer note 4 of Schedule 20)Balance as per last Balance SheetLess: Adjusted against investment in a subsidiary

399.8

587.4464.7

114.0

692.7105.3

General ReserveBalance as per last Balance SheetAdd: Transferred from Debenture Redemption ReserveAdd: Transferred from Profit and Loss Account

122.7

1,403.8-

402.0

587.4

1,094.75.6

303.5

Employees Stock Option OutstandingBalance as per last Balance SheetAdd : Amortisation during the year for Employee Compensation

ExpenseLess: Transferred to Securities Premium Reserve on issuance of

equity shares to employees

1,805.8

222.775.3

13.9

1,403.8

120.0102.7

-

Foreign Currency Translation ReserveBalance of the Profit and Loss Account

284.1(29.1)

13,861.5

222.7(648.4)

10,155.0Total 23,744.5 19,197.8

Schedule 3. SECURED LOANS(Rs. In Million)

As at 31.03.2011 31.03.2010A. DebenturesB. From Banks

a) Cash Credit AccountsIn RupeesIn Foreign Currency

b) Term LoansIn RupeesIn Foreign Currency

C. From Financial InstitutionsTerm LoansIn Rupees

D. Hire Purchase LoansE. From Others

6,000.0

5,264.473.8

4,061.9571.6

350.04.4

26.2

2,500.0

4,396.631.9

5,269.71,708.6

514.33.9

27.6

Total 16,352.3 14,452.6

Note: Out of above loans, amount payable within 12 months is Rs. 1134.4 million (Previous year Rs. 1708.7 million)

F - 98

Schedule 4. UNSECURED LOANS(Rs. In Million)

As at 31.03.2011 31.03.2010

Zero Coupon Foreign Currency Convertible BondsFrom BanksFrom Others

10,046.31,202.6

136.7

10,156.51,525.6

168.7

Total 11,385.6 11,850.8

Note: Out of above loans, amount payable within 12 months is Rs. 1,113.5 million (Previous year Rs. 1,153.4 million)

F - 99

Schedule 5. FIXED ASSETS(Rs. In Million)

Particulars GROSS BLOCK (AT COST) DEPRECIATION AND AMORTISATION NET BLOCKAs at01.04.10

Acquired on Acquisition

Additions Trans-lation ExchangeDifference

Sales/ Adjustments

Balance as at 31.03.11

Upto 01.04.10

Acquired on Acquisition

For the year

Trans-lation ExchangeDifference

Adjustment during the year

Upto 31.03.11

As at 31.03.11

As at 31.03.10

Tangible AssetsLandBuildingsPlant & MachineryFurniture, Fixture & Office equipmentsVehicles

518.42,729.7

20,357.7

440.3

.

218.6

3.8241.3281.3

1.9

5.5

424.9644.3

5,370.8

46.7

70.6

2.838.2

103.4

11.5

1.6

17.510.6

111.6

2.4

22.3

932.43,642.9

26,001.6

498.0

274.0

-700.9

6,254.4

310.6

134.1

-120.2204.7

1.8

4.7

-131.7

1,163.8

33.5

34.2

-(50.0)

(223.4)

(23.1)

(3.4)

-9.1

75.5

2.1

19.4

-893.7

7,324.0

320.7

150.2

932.42,749.2

18,677.6

177.3

123.8

518.42,028.8

14,103.3

129.7

84.5Total Tangible Assets

24,264.7 533.8 6,557.3 157.5 164.4 31,348.9 7,400.0 331.4 1,363.2 (299.9) 106.1 8,688.6 22,660.3 16,864.7

Intangible AssetsTechnical Know howERP SoftwareNon compete feesOthers(Goodwill)

158.6

216.748.7

891.8

-

19.6-

562.1

-

13.0-

-

-

6.4-

15.2

0.5

4.10.3

-

158.1

251.648.4

1,469.1

38.3

118.336.6

153.0

-

17.0-

-

8.5

33.211.4

74.8

(0.2)

(10.2)-

(8.9)

0.5

3.9-

-

46.1

154.448.0

218.9

112.0

97.20.4

1,250.2

120.3

98.412.1

738.8Total Intangible Assets

1,315.8 581.7 13.0 21.6 4.9 1,927.2 346.2 17.0 127.9 (19.3) 4.4 467.4 1,459.8 969.6

Total Assets 25,580.5 1,115.5 6,570.3 179.1 169.3 33,276.1 7,746.2 348.4 1,491.1 (319.2) 110.5 9,156.0 24,120.1 17,834.3Previous YearCapital Work in Progress

23,788.0 - 2,622.2 (544.7) 285.0 25,580.5 6,366.3 - 1,444.6 95.9 160.6 7,746.2 17,834.31,362.8 1716.4

Notes:1. Cost of land includes Rs. 0.7 million for land held in a co-operative society at Daman. The Company holds 3 Shares of aggregate face value of Rs. 3000/- in

the co-operative society as per the bye-laws of the society.

F - 100

2. Additions to Fixed Assets and Capital work in progress include capitalisation of borrowing costs pertaining to qualifying assets of Rs. 614.6 million (previous year Rs. 476.8 million) and Rs. 251.0 million (previous year Rs. 321.0 million) respectively.

F - 101

Schedule – 6 INVESTMENTS (AT COST)(Rs. In Million)

Face Value(Rs.)

As at 31.03.2011 As at 31.03.2010Nos./Units Amount Nos./Units Amount

i) Long Term InvestmentsNon- Trade, QuotedIn Equity Shares (Fully paid up)Dena BankIn Equity Shares (Fully Paid up)Trade, UnquotedIn AssociateDurha Constructions Pvt. Limited(Including Rs. 236.6 million of Goodwill net of CapitalReserve arising on consolidation)In others :Sintex International Ltd.BVM Finance Pvt. Ltd.Sintex Oil and Gas LimitedNon-Trade, UnquotedIn Debentures:Prakausali Investments (I) Pvt. Ltd. -12.75%Churu Trading Co. Pvt. Ltd. - 11.25%

ii) Current InvestmentsNon-Trade, UnquotedMutual fundsBirla Sunlife Dynamic Bond Fund-Retail-GBirla Sunlife STP 1Birla Sunlife STP 5Templeton India Short Term Income Plan Inst.-GKotak Bond (Short Term) - GrowthHDFC Cash Management Fund-TAP Wholesale GTata Floater Fund - GrowthTempleton India Income Opp. Fund- GBirla Sunlife Short Term Opportunities Fund-Insti. GReligare Credit Opportunities Fund-Institutional GMagnum Income Fund FR Savings Plus Bond Plan-GAxis Treasury Advantage Fund-Inst, GUTI Treasury Advantage Fund-Institutional Plan G OptionFidelity Ultra Short Term Debt. Fund-Institutional GTempleton India Ultra Short Bond Fund Super Institutional Plan-GrowthIDFC MMF TPA-Growth (S.H.)IDFC Imperial Equity Fund-Plan A G (S.H.)HDFC CMF Tap - R.G (S.H.)HDFC Top 200 Fund G (S.H.)HDFC Core and Satellite Fund (S.H.)HDFC Equity Fund G (S.H.)HDFC Top 200 Fund G (S.R.)IDFC Imperial Equity Fund-Plan A G (S.R.)HDFC Top 200 Fund G (RN)HDFC cash Magnt. Fund Treasury Adv. Plan RG (S.K.)HDFC Equity Fund G (S.K.)HDFC Top 200 Fund - G (S.K.)Reliance Liquid Fund Treasury Plan Retail

10

10

101010

1000000

5000000

101010

1000

1010

101010

10

10

10001000

10

10

1010

10100

10100100

10100

10

100100

10

30200

3056093

9000001738000

500000

-

-

27072794825

148859209122

55893204804493

68290624675563

17946716

13713533

13211174

9199375881

3937101

7908702

1763264001

72786130

3147246576154

64525636

14254

93412379891

0.9

441.0

30.086.90.5

40.20.12.3

300.0

102.6102.1

100.050.0

200.0

150.0

200.0

100.0100.0

50.0

100.0

0.31.2

0.11.31.21.21.21.20.10.3

0.30.30.2

30200

9000001738000

80

10

17721089

0.9

30.086.9

80.0

50.0

265.4

F - 102

Option Growth Option Growth Plan (SH)Reliance Banking Fund (S.H.)Kotak Floater Long Term-Growth(SH)Kotak MID CAP (SH)DSP BlackRoack Money Manager Fund-Regular Plan Growth (SH)DSP BlackRoack Micro Cap Fund R- (SH)IDFC Premier Equity Fund Plan A (SH)DSP Black Rock Small and Mid Cap Fund -R (SH)Reliance Monthly Interval Fund-Series-Insti. G PlanReliance Money Manager FundBNP Paribas Money Plus Institutional GHDFC High Interest Fund-Short Term Plan-GrowthTempleton India Income Opportunities fund-GrowthIDFC Fixed Maturity Yearly Series 32 GBirla Sunlife govt. Securities Long Term G Templeton India Short Term Income Retail Plan GrowthIDFC Money Manager Fund Treasury Plan Super Inst. Plan C GrowthHDFC Cash Manager Fund-Treasury Advantage Plan-Wholesale-GrowthIDFC FMP- Yearly Series 42 - GrowthReliance Medium Term Fund R.P.Growth PlanIDFC FMP-Half Yearly Series-12 DividendIDFC Fixed Maturity Yearly Series 35 GICICI Prudential FMP Series 53 1 Year Plan B cumulativeHDFC FMP 370D Nov-2010 (2) Growth-Series XVIIICICI Prudential FMP Series 53 1 Year Plan C cumulativeKotak FMP Series 32 GICICI Prudential FMP Series-53 1 years Plan F CumulativeIDFC Fixed Maturity Plan Yearly Series 36 GrowthReliance Equity Opportunities Fund-Retail Plan - G PlanDSP BlackRock Equity Fund-Regular Plan GReliance Fixed Horizon Fund-XIX- Series 7-G PlanHDFC Equity Fund-GHDFC Prudence Fund-GTausus Short Term Income Fund-G PlanICICI Prudential Blended Plan B Institutional Growth Option IIUTI Fixed Income Interval Fund-Monthly Interval Plan Series I Institutional Divi.Birla Sunlife Short Term Fund-Retail-GTempletion India Short Term Income Plan Insti. GrowthTempleton Floating Rate Income Fund Long Term Plan Institutional Option-GrowthLIC Income Plus Fund Growth PlanLIC Saving Plus Fund Growth PlanReliance Regular Saving FundsIDFC Money Manager Fund Investment Inst. Plant B-GrowthReligare Credit Opportunities fund-Inst. Plan B-Growth

1001010

1000

101010

10

101010

10

1010

100

10

10

1010

101010

10

10

1010

10

10

10

10

100100

100010

10

101000

10

10101010

10

73314302

3427322

597130515266

15093314

1156126988205

262183

1890073

250000072690810563

312

2928

1488300257664

126000015000002530000

1000000

1000000

30000002560000

1530000

14937

31920

129900

18722935

2998023763129

19998200

0.10.20.10.4

0.10.10.1

200.0

152.7102.0

5.0

20.0

25.020.020.0

-

0.1

14.95.1

12.615.025.3

10.0

10.0

30.025.6

15.3

0.5

0.5

1.3

0.50.6

50.0250.0

200.0

161725211876

21866706

837457870627454147588

14122150

29384694

2.5300.0

300.0

100.0100.050.0

200.0

300.0

F - 103

DSP ML Fund Mngr. Ltd PMS-CPPIDFC Money Manager Fund-Treasury Plan A-GrowthIDFC Imperial Equity Fund-Pan A GrowthHDFC Cash Management Fund -Treasury Advantage Plan-Retail-GrowthHDFC Top 200 Fund GrowthHDFC Core and Satellite Fund-GrowthHDFC Equity Fund GrowthIDFC Imperial Equity Fund -Plan A GrowthReliance Short Term Fund-Retail plan A GFortis Short Term Income Fund-inst .GrowthKotak Bond (Short Term)-GrowthADG Absolute Diversified Growth Fund Limited

100000010

1010

10010

100101010

10US$ 100 87153 396.6

15020663

5450

27505517941540235

1308857989509584328

569495530100

150.03.0

0.1

5.50.30.10.10.2

100.0100.0

100.0145.2

Total 3,775.2 2,470.2Quoted Investments

Unquoted InvestmentsMutual funds

CostMarket Value

CostCost

Repurchase Value

0.93.2

558.43,215.93,266.5

0.92.3

246.92,222.42,273.2

F - 104

Schedule -7 INVENTORIES(Rs. In Million)

As at 31.03.2011 31.03.2010Stores and Spare PartsRaw MaterialsFinished GoodsProcess Stock

417.31,285.71,349.0

717.9

375.3966.3

1,160.7908.5

Total 3,769.9 3,410.8

Schedule – 8 SUNDRY DEBTORS (Unsecured)(Rs. In Million)

As at 31.03.2011 31.03.2010Considered GoodConsidered DoubtfulLess: Provision for Doubtful Debts

14,228.975.175.1

10,120.577.077.0

Total 14,228.9 10,120.5

Schedule - 9. CASH AND BANK BALANCES(Rs. In Million)

As at 31.03.2011 31.03.2010Cash on hand (including cheques on hand Rs. NIL (Previous year Rs. 0.3 million)With Banks :

In Current AccountsIn Fixed Deposits

7.7

1,092.38,761.1

5.8

1,846.37,443.3

[Out of above Rs. 5071.1 million (previous year Rs. 7450.8 million) unutilised amount of FCCB issue][Out of above, Fixed Deposits of Rs. 1424.9 million (previous year Rs. 479.1 million) under lien to banks]

9,853.4 9,289.6

Total 9,861.1 9,295.4

Schedule - 10. LOANS AND ADVANCES(Rs. In Million)

As at 31.03.2011 31.03.2010(Unsecured considered good except stated otherwise)Advances recoverable in cash or in kind or for value to be receivedLoan to Employee Welfare TrustAdvance payment of Tax and Tax Deducted as Source (Net of Provision)MAT Credit EntitlementBalance with Central Excise Department

4,712.6

40.947.2

335.710.3

7,666.5

40.9259.0

185.44.7

Considered DoubtfulLess : Provision for doubtful loans & Advances

5,146.71.51.5

8,156.50.30.3

Total 5,146.7 8,156.5

F - 105

Schedule - 11. CURRENT LIABILITIES AND PROVISIONS(Rs. In Million)

As at 31.03.2011 31.03.2010A. Current Liabilities

AcceptancesSundry Creditors- Due to Micro Small and Medium Enterprises- OthersInvestor Education and Protection Fund- Unclaimed Dividend- Unclaimed Debenture Installment & Interest(These do not include any amounts due and outstanding to be credited to "Investor Education and Protection fund")Interest accrued but not due

496.9

15.46,401.9

3.5-

101.1

478.7

25.13,922.2

3.2-

78.1

B. ProvisionsProvision for Leave SalaryProvision for GratuityOther ProvisionsPremium payable on redemption of outstanding FCCBsProposed Dividend`Tax on Dividend

7,018.8

71.776.4

639.82,631.7

177.428.4

4,507.3

62.363.4

559.32,631.7

163.826.7

3,625.4 3,507.2Total 1,0644.2 8,014.5

Schedule - 12. MISCELLANEOUS EXPENDITURE(Rs. In Million)

As at 31.03.2011 31.03.2010(To the extent not written off or adjusted)Share Issue ExpensesOpening BalanceLess : Amount amortised

0.20.1

2.11.9

Total 0.1 0.2

Schedules forming part of the Consolidated Profit and Loss Account

Schedule - 13. OTHER INCOME(Rs. In Million)

For the year ended 31.03.2011 3103.2010Interest (Gross)* [Includes from Non Trade Investment –Rs.16.0 million (previous year – Rs. 4.1 million)]DividendProfit on sale of Non-trade Investments (Net)Excess Provision for Expenses of earlier years written backForeign exchange GainMiscellaneous Income*Note: Tax deducted at source from Interest Rs. 16.0 million (Previous year Rs. 33.8 million)

329.6

2.0151.4

3.538.878.0

300.7

-96.522.5

486.1347.9

F - 106

Total 603.3 1,253.7

Schedule - 14. INCREASE/(DECREASE) IN STOCK OF FINISHED AND PROCESS STOCK

(Rs. In Million)

For the year ended 31.03.2011 31.03.2010Closing StockFinished goodsProcess stock

1,349.0717.9

1,160.7908.5

Less: Opening StockFinished goodsProcess stock

2,066.9

1,160.7908.5

2,069.2

1,372.7971.6

Opening stock of subsidiaries acquired during the year2,069.2

(34.2)2,344.3

-Total (36.5) (275.1)

Schedule - 15. RAW MATERIALS CONSUMED(Rs. In Million)

For the year ended 31.03.2011 31.03.2010Cotton,Yarn and other FibresRaw Material Consumed - Plastic Granuals / Powder, etc.Bought-out goods consumed

1,045.912,371.012,852.5

649.28,668.18,392.4

Total 26,269.4 17,709.7

Schedule - 16. EMPLOYEES’ EMOLUMENTS(Rs. In Million)

For the year ended 31.03.2011 31.03.2010Salaries, Wages, Bonus and other paymentsContribution to Provident, Superannuation and Gratuity FundsWelfare ExpensesEmployees Compensation Expenses

3,543.398.7

895.875.3

3,364.180.5

841.7102.7

Total 4,613.1 4,389.0

Schedule - 17. MANUFACTURING AND OTHER EXPENSES(Rs. In Million)

For the year ended 31.03.2011 31.03.2010Stores & Spare Parts ConsumedSite Development ExpensesPower & FuelRentRepairs:

BuildingsPlants & MachineryOthers

1,574.3159.8

1,124.8226.6

68.6250.7

40.6

1,517.1298.1979.3265.8

51.5231.034.0

Excise duty provided on stocks359.9

1.7316.5

0.7

F - 107

InsuranceRates & TaxesStationery, Printing, Postage, Telegram and Advertisement etc.Directors' FeesAudit FeesCommission and Brokerage on SalesGeneral chargesCharity & donationProvision for Doubtful Debts and AdvancesBad Debt Written offLoss on Sale of Fixed AssetsMisc. Expenditure Written off

71.3175.6119.6

0.55.3

381.31,544.7

3.512.2

-2.30.1

79.0174.0166.2

0.54.0

336.71,250.4

9.10.5

37.10.71.9

Total 5,763.5 5,437.6

Schedule - 18. INTEREST AND FINANCE CHARGES(Rs. In Million)

For the year ended 31.03.2011 31.03.2010On Debentures and Fixed LoansOn Working Capital and others

420.0669.2

172.1558.7

Total 1,089.2 730.8

Schedule - 19. SIGNIFICANT ACCOUNTING POLICIES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Principles of Consolidation:The consolidated financial statements relate to Sintex Industries Limited ("the Company") and its subsidiary companies. The consolidated financial statements have been prepared on the following basis:

a) The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together the book value of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting in unrealised profits or losses in accordance with Accounting Standard-21 - "Consolidated Financial Statements" issued by the Institute of Chartered Accountants of India.

b) The operations of foreign subsidiaries are not considered as an integral part of the operations of the parent. Hence all revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities are converted at the rates prevailing at the end of the year. Any exchange difference arising on consolidation is recognised in the" Foreign Currency Translation Reserve".

c) The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve as the case may be.

d) Minority Interest's share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to shareholders of the Company.

F - 108

e) Minority Interest's share of net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet separate from liabilities and the equity of the company's shareholders.

f) Investment in Associate Companies has been accounted under the equity method as per Accounting Standard-23 - "Accounting for Investments in Associates in Consolidated Financial Statements".

g) The Company accounts for its share in change in net assets of the associates, post acquisition, after eliminating unrealised profits and losses resulting from transactions between the Company and its associates to the extent of its share, through its Profit and Loss account to the extent such change is attributable to the associates' Profit and Loss account and through its reserves for the balance, based on available information.

h) The difference between the cost of investment in the associates and the share of net assets at the time of acquisition of shares in the associates is identified in the financial statements as Goodwill or Capital Reserve as the case may be.

i) As far as possible, the Consolidated Financial Statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Company's separate Financial Statements.

j) Investments made by the parent company in subsidiary companies subsequent to the holding-subsidiary relationship coming into existence are eliminated while preparing the consolidated financial statement.

k) Intragroup balances and intragroup transactions are eliminated to the extent of share of the parent company in full.

l) Unrealised profits on account of intra group transactions have been accounted for depending upon whether the transaction is an upstream or a downstream transaction.

2) Investments other than in subsidiaries are accounted as per Accounting Standard·13 on "Accounting for Investments".

3) Other significant accounting policies:These are set out under "Significant Accounting Policies" as given in the Unconsolidated Financial Statements of Sintex Industries Limited.

Schedule - 20. NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS

1) The subsidiary/associates companies considered in the Consolidated Financial Statements are:

Name of Subsidiaries/Associate Country of incorporation

Effective ownership in subsidiaries/associate as at

March 31, 2011

March 31, 2010

Zep Infratech Limited (formerly known as Zeppelin Mobile Systems India Ltd.)

India 100% 100%

F - 109

Bright AutoPlast LimitedSintex Infra Projects LimitedSintex Holdings B.V.Sintex France SASSintex Holding USA, Inc.Sintex Industries UK LimitedSintex Austria B.V.Amarange Inc.Wausaukee Composites Inc.Wausaukee Composites Owosso, Inc.WCI Wind Turbine Components, LLCCuba City Real Estate LLCOwosso Real Estate LLCNief Plastic SASNP Hungaria KftNP Nord SASNP Slovakia SRONP Savoie SASNP Tunisia SARLNP Vosges SASSegaplast SASSegaplast Maroc SASiroco SASThermodole SASAIP SASSIMOP SASSICMO SASSCI NP IMMO (w.e.f. 27.12.10)Nief Global Ltd. (w.e.f. 20.04.10)Wasaukee Global Ltd. (w.e.f. 20.04.10)Durha Constructions Pvt. Ltd. (w.e.f. 02.12.10)

IndiaIndia

NetherlandsFranceUSAUK

NetherlandsBritish Virgin Island

USAUSAUSAUSAUSA

FranceHungryFrance

SlovakiaFranceTunisiaFranceFrance

MoroccoFranceFranceFranceFranceFranceFranceUAEUAEIndia

100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%100%30%

100%100%100%100%100%100%100%100%81%81%81%81%81%100%100%100%100%100%100%100%100%100%100%100%100%100%100%

----

(Rs. In Million)

For the year ended 31.03.2011 31.03.20102) Estimated amount (net of advances) of contracts

remaining to be executed on capital accounts and not provided for

3) Contingent liabilities in respect of :-a) Amount of claims of certain retrenched employees for

re-instatement with back wagesb) Corporate guarantees given to Banks/Institutionsc) Performance guarantees given to customers by

bankersd) Letter of Credit facilities provided by bankerse) Disputed demand not acknowledged as debt against

which the Company has preferred appeali) Income Taxii) Excise Dutyiii) Custom Dutyiv) Sales Taxv) Others

85.3

Amount not ascertained

96.2238.8

38.4

129.714.72.8

35.30.1

159.2

Amount not ascertained

148.8396.5

--

118.914.72.8

22.10.1

F - 110

4) The Scheme of Arrangement (the "Scheme") between the Company and its equity Shareholders was approved by the Board of Directors vide its resolution dated June 30, 2008, by the Shareholders in their Court convened meeting held on September 15, 2008 and by the Honourable High Court of Gujarat vide its order dated March 25, 2009. The Appointed Date of Scheme was April 1, 2008. The Company filed the Order with the Registrar of Companies, Gujarat on April 14, 2009 within the time specified in the order and the Scheme had been given effect to in the previous year's financial statements. Accordingly, as per the Scheme, from the said date, the Company earmarked Rs. 2,000.0 million from Securities Premium Reserve to International Business Development Reserve Account (the "IBDR").

As per the Scheme, the balance of IBDR so earmarked is available towards such expenses as specified under the Scheme. Accordingly, during the year, the Company has adjusted against the earmarked balance of IBDR an amount of Rs. 464.7 million (previous year Rs. 105.3 million) being such specified expenses as per the Scheme. The said accounting treatment has been followed as prescribed under the Scheme and it has no impact on the profit for the year, as per the Scheme.

5) The Company issued Zero Coupon Foreign Currency Convertible Bonds ("FCCBs") aggregating to US$ 225 million on March 12, 2008 for financing foreign currency expenditure for expansion plans in existing businesses, investments in overseas joint ventures and/or wholly owned subsidiaries, international acquisitions and others.

As per the terms and conditions of the Offering Circular dated March 12, 2008, the Conversion Price of FCCBs is reset at Rs. 246.50 from Rs. 290.00 per equity share of Rs. 1 each on March 12, 2010.

The proceeds of the above issue have been utilised on an overall basis as set out below:

US$ million Rs. In millionFCCB issue expenses directly paidInvestment in overseas subsidiary

1.0122.6

40.45439.6

Unutilised FCCB proceeds amounting to Rs. 5052.6 million (previous year Rs. 7374.5 million) have been invested in fixed deposits and Rs. 18.5 million (previous year Rs. 76.3 million) have been lying in Current Account with banks at the year end.

6) The foreign subsidiaries have provided depreciation on all the assets on straight line basis over the estimated useful life of the assets. The French subsidiaries have provided the liabilities for the retirement benefits as per the local laws applicable to them. The impact of different accounting policies followed by the subsidiaries, in the opinion of the management, would not be significant in the context of the Consolidated Financial Statements.

7) The Profit and Loss Account includes :(Rs. In Million)

2010-11 2009-10Directors' Remuneration (Holding Company)

a) Chairman/Vice Chairman Remuneration (Two)SalaryCommissionContribution to Provident Fund and

12.530.03.4

5.320.01.4

F - 111

Superannuation FundPerquisites in cash or in kind 9.2 4.0Total 55.1 30.7

b) Managing Directors' Remuneration (Three)SalaryCommissionContribution to Provident Fund and Superannuation FundPerquisites in cash or in kind

15.637.54.2

11.2

11.225.02.8

8.3Total 68.5 47.3Grand Total 123.6 78.0

8) ESOP

i) The Company initiated "the Sintex Industries Limited Employee Stock Option Scheme, 2006" (the "Scheme") for all eligible employees in pursuance of the special resolution approved by the Shareholders in the Extraordinary General Meeting held on February 24, 2006. The Scheme covers all directors and employees (except promoters or those belong to the promoters' group) of the Company and directors and employees of all its subsidiaries. Under the Scheme, the Compensation Committee of the Board (the "Committee") administers the Scheme and grants stock options to eligible directors or employees of the Company and its subsidiaries. The Committee determines the employees eligible for receiving the options and the number of options to be granted subject to overall limit of 10,000 options per annum for each employee. The vesting period is at the expiry of thirty six months from the date of the grant of option. The Committee has decided the exercise price of Rs. 91.70 per equity share of Rs. 2 each as per clause 8.1 of SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

ii) The Company has given loan to Sintex Employees Welfare Trust (ESOP Trust) towards subscribing 10,00,000 equity shares of the Company at Rs. 91.70 per equity share of Rs. 2 each aggregating to Rs. 91.7 million. On August 21, 2006, the Company issued 10,00,000 equity shares of the face value of Rs. 2 each to ESOP Trust at Rs. 91.70 per equity share.

iii) During the year, each equity share of Rs. 2 each has been sub-divided into two equity shares of Rs. 1 each. Hence ESOP Trust holds 20,00,000 equity shares of the face value of Rs. 1 each at Rs. 45.85 per equity share.

The Company granted Nil equity share (previous year Nil equity share) options to eligible employees at Rs. 45.85 per equity share of Rs. 1 each. The details of outstanding options are as under:

Particulars 2010-11 2009-10Options outstanding as at beginning of the yearAdd: Options granted during the yearLess: Options exercised during the yearLess: Options forfeited during the yearOptions outstanding at the end of the year

2000000Nil

77000Nil

1923000

2000000NilNilNil

2000000

iv) During the year, 77,000 equity shares of Rs. 1 each have been allotted to the employees on exercise of options granted to them.

9) Employee BenefitsA) Defined Benefit Plans

F - 112

i) Actuarial gains and losses in respect of defined benefit plans are recognised in the Profit and Loss Account.

ii) The Defined Benefit Plan comprises of Gratuity and Leave Encashment Gratuity is a benefit to an employee based on 15 days last drawn basic salary including dearness allowance (if any) for each completed year of continuous service with part thereof in excess of six months. The plan is funded through Sintex Industries Limited Employees Gratuity Trust Fund.

Leave Encashment is a benefit to an employee based on the number of leave days accrued to the credit of employee subject to a maximum limit as per the rules of the Company. The same is calculated on the basis of last drawn basic monthly salary including dearness allowance (if any). The plan is unfunded.

(Rs. In Million)

Particulars 2010-11 2009-10Gratuity Leave

EncashmentGratuity Leave

EncashmentI Expense recognised in Profit &

Loss Account and included in Schedule 16 "Employee Emoluments”Current Service CostPast Service CostInterest CostExpected return on plan assetsNet actuarial losses (gains)

17.70.2

13.4(9.9)

8.6

12.5-

5.1(0.1)

2.1

15.9-

11.7(8.6)

0.5

11.5-

4.4-

(2.4)Total Expenses 30.0 19.6 19.5 13.5

ii Reconciliation of opening and closing balances of changes in present value of the defined benefit obligation:Opening Balance of defined benefit obligationPast Service CostCurrent Service CostInterest CostActuarial losses (gains)Benefits paid

166.6

0.217.713.48.6

(18.1)

63.7

-12.55.12.1

(9.9)

147.6

-15.911.70.6

(9.2)

55.1

-11.54.4

(2.3)(5.0)

Closing Balance of defined benefit obligation

188.4 73.5 166.6 63.7

iii Reconciliation of opening and closing balances of changes in the fair value of plan assets:Opening Balance of plan assetsExpected returns on plan assetsActuarial gains (losses)Contribution by employerBenefits paid

103.29.9

(0.1)17.1

(18.1)

1.40.1

-10.2(9.9)

90.48.60.1

13.3(9.2)

--

0.11.3

-Closing Balance of plan assets 112.0 1.8 103.2 1.4

iv Net Liability recognised in the Balance SheetClosing Balance of defined benefit obligation

188.4 73.5 166.6 63.7

F - 113

Closing balance of fair value of plan assets

112.0 1.8 103.2 1.4

Present value of unfunded obligation recognised as liability

76.4 71.7 63.4 62.3

v Actual return on plan assets 9.8 0.1 8.6 -

F - 114

As atMarch 31, 2011

As at March 31, 2010

vi Actuarial Assumptions:Discount RateExpected rate of return on plan assetsExpected rate of salary increase

8.10%9.25%6.00%

8.00%9.00%6.00%

Mortality Withdrawal RatesRetirement Age

Actuarial Valuation Method

LIC (1994-96) published table of rates3% at younger age reducing to 1% at older age

60 yearsProjected Unit Credit Method

a) The discount rate is based on the prevailing market yields of Indian Government securities as at the Balance Sheet date for the estimated terms of the obligations.

b) Expected Rate of Return of Plan Assets: This is based on the expectation of the average long term rate of return expected on investments of the fund during the estimated term of obligations.

c) Salary Escalation Rate: The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors

vii. The Company has Defined Benefit Plans for Gratuity to its employees, contribution for which are made to Life Insurance Corporation of India who invests the funds as per Insurance Regulatory and Development Authority Guidelines.

viii. Past four years' data for defined benefit obligation and fair value of plan is as under:

(Rs. In Million)

Particulars 2006-07 2007-08 2008-09 2009-10Present value of defined benefit obligations at the end of the year (Independent Actuary)Fair value of plan assets at the end of the yearNet assets/(liability) at the end of the year

93.8

64.2(29.6)

122.2

73.3(48.9)

147.6

90.4(57.2)

166.6

103.2(63.4)

ix The contribution expected to be made by the Company during the financial year 2011-12 has not been ascertained.

B) Defined Contribution PlansRs. 68.7 million (previous year Rs. 61.0 million) recognised as an expense and included in the Schedule 16 of Profit and Loss Account under the head "Contributions to Provident, Superannuation and Gratuity Fund"

10) The Deferred Tax Liability/ Asset comprises of tax effect of timing differences on account of:

(Rs. In Million)

Particulars As atMarch 31, 2011

As at March 31,

2010Deferred Tax LiabilityDifference between book and tax depreciationOthers

2,401.493.4

1,978.471.5

Total 2,494.8 2,049.9

F - 115

Deferred Tax AssetDisallowances under Income TaxProvision for doubtful debts & advancesUnabsorbed Depreciation

(161.1)(7.4)

(269.1)

(112.6)(4.8)

(239.4)Total (437.6) (356.8)Deferred Tax Liability (Net) 2,057.2 1,693.1

11) Earnings Per Share (EPS) - The numerators and denominators used to calculate Basic and Diluted Earnings Per Share

Particulars 2010-11 2009-10Basic Earnings Per Share before Extra Ordinary Items:Profit attributable to the Shareholders (Rs. in million) AWeighted average number of Equity Shares outstanding Bduring the yearNominal value of Equity Shares (Rs.)Basic Earnings Per Share (Rs.) A/BDiluted Earnings Per Share before Extra Ordinary Items :Profit attributable to the Shareholders (Rs. in million) AWeighted average number of Equity Shares outstanding Bduring the yearNominal value of Equity Shares (Rs)Diluted Earning Per Share (Rs.) A/B

4600.1270997406

1.0016.97

4600.1270997406

1.0016.97

3290.0270990866

1.0012.14

3290.0270990866

1.0012.14

No. of shares No. of sharesWeighted average number of equity shares outstanding during the year for Basic EPSAdd : Dilutive potential equity sharesWeighted average number of equity shares outstanding during the year for Dilutive EPS

270997406

-270997406

270990866

-270990866

12)Related Party Transactions:a) Names of related parties & description of relationship :

Sr.No. Nature of Relationship Name of Related Parties1.2.

Associate CompaniesKey Management Personnel

BVM Finance Pvt. Ltd.Shri Dinesh B. Patel, ChairmanShri Arun P. Patel, Vice-chairmanShri Rahul A. Patel, Managing DirectorShri Amit D. Patel, Managing DirectorShri S.B. Dangayach, Managing Director

b) Details of transactions with related parties :

(Rs. In Million)

Sr.No.

Volume of transactions NATURE OF RELATIONSHIPAssociates Enterprise

directly/ indirectly controlled

Relative Key Management Personnel

Key Management Personnel

Total

1. Managerial remuneration --

--

--

123.678.0

123.678.0

F - 116

(Rs. In Million)

Sr.No.

Balance at the end of the year

NATURE OF RELATIONSHIPAssociates Enterprise

directly/ indirectly controlled

Relative Key Management Personnel

Key Management Personnel

Total

1.

2.

Current Liabilities

Investments

--

86.986.9

----

----

67.545.0

--

67.545.086.986.9

c) Disclosure of Material Related Party Transactions during the year:1) Managerial Remuneration include remuneration to Shri Dinesh B. Patel Rs. 27.6

million (Previous Year Rs. 15.3 million), Shri Arun P. Patel Rs. 27.5 million (Previous Year Rs. 15.4 million), Shri Rahul A. Patel Rs. 25.3 million (Previous Year Rs. 17.7 million), Shri Amit D. Patel Rs. 25.4 million (Previous Year Rs. 17.9 million), Shri S.B.Dangayach Rs. 17.8 million (Previous Year Rs. 11.7 million).

13) Leases

A) Finance Leasei) In accordance with Accounting Standard 19 'Leases' issued by the Institute of

Chartered Accountants of India, the assets acquired on finance lease are capitalised and a loan liability is recognised.

Consequently, depreciation is provided on such assets, Installments paid are allocated to the liability and the interest is charged to the Profit &: Loss Account.

ii) a) Assets acquired on Lease agreements mainly comprise of vehicles. The agreements provide for reimbursement of taxes, levy, etc. imposed by any authorities in future. There are no exceptional / restrictive covenants in the Lease Agreements.

b) The minimum installments and the present value as at March 31, 2011 of minimum installments in respect of assets acquired under the Lease Agreements are as follows:

(Rs. In Million)

Particulars As at31.03.2011

As at 31.03.2010

Minimum Installmentsi) Payable not later than 1 yearii) Payable later than 1 year and not later than 5

yearsiii) Payable later than 5 years

1.73.2

-

1.43.0

-Total minimum installmentsLess : Future finance charges

4.90.5

4.40.5

Present value of minimum installments 4.4 3.9Present Value of Minimum Installmentsi) Payable not later than 1 yearii) Payable later than 1 year and not later than 5

yearsiii) Payable later than 5 years

1.43.0

-

1.22.7

-Total present value of minimum installments 4.4 3.9

F - 117

B) Operating LeaseLease rentals charged to revenue for lease agreements for the right to use following assets are:

(Rs. In Million)

Particulars 2010-11 2009-10

Office premisesResidential Flats for accommodation of employees

57.95.5

53.22.7

The lease agreements are executed for a period ranging between 11 to 96 months with a renewal clause and also provide for termination at will by either party by giving a prior notice.

14) Information about Business Segment1) Primary Segment Information

(Rs. In Million)

Nature of Transactions Textile Plastic Unallocated Total2010-11 2009-10 2010-11 2009-10 2010-11 2009-10 2010-11 2009-10

i) Segment RevenueLess: Inter Segment RevenueNet Sales/Income from Operations

ii) Segment ResultLess: Unallocated Exps. net of

Unallocated IncomeInterest Expenses

Profit Before TaxCurrent TaxMAT CreditDeferred Tax

Excess/(Short) Provision for taxation in earlier years (net)Profit After Tax Before Minority InterestLess : Minority InterestAdd: Share of Profit of AssociateProfit After Tax

iii) Other Information:Segment AssetsSegment LiabilitiesCapital ExpenditureDepreciationNon-cash expenses other than depreciation

4,375.3-

4,375.3

600.4

-

-

600.4---

600.4-

600.4

-

-

600.4

9,187.81,101.51,842.2

426.5-

3,463.1-

3,463.1

258.0

-

-

258.0---

258.0-

258.0

-

-

258.0

7,516.489.1

151.0430.7

-

40,461.8-

40,461.8

6,205.6

-

-

6,205.6---

6,205.6-

6,205.6

2.6

18.9

6,221.9

40,165.713,067.1

5,054.51,064.5

85.6

29,728.6-

29,728.6

3,861.7

-

-

3,861.7---

3,861.7-

3,861.7

21.2

-

3,840.5

31,113.410,108.8

789.01,013.9

142.2

517.7-

517.7

375.3

-

(1,089.2)

(713.9)1,297.3(220.9)

364.1(2,154.3)

(67.8)

(2,222.1)

-

-

(2,222.1)

15,101.113,199.3

---

878.4-

878.4

694.4

-

(730.8)

(36.4)621.4

(185.4)273.5

(745.9)(62.6)

(808.5)

-

-

(808.5)

17,039.613,095.2

---

45,354.8-

4,5354.8

7,181.3

-

(1,089.2)

6,092.11,297.3(220.9)

364.14,651.6

(67.8)

4,583.8

2.6

18.9

4,600.1

64,454.627,367.96,896.71,491.0

85.6

34,070.1-

34,070.1

4,814.1

-

(730.8)

4,083.3621.4

(185.4)273.5

3,373.8(62.6)

3,311.2

21.2

-

3,290.0

55,669.423,293.1

940.01,444.6

142.2

F - 118

2) Secondary Segment Information(Rs. In Million)

Particulars 2010-11 2009-10i) Segment Revenue

External Turnover- Within India- Within Europe- Others

32,976.99,915.32,462.6

23,862.68,333.61,873.9

Total Revenue 45,354.8 34,070.1ii) Segment Assets

- Within India- Within Europe- Others

52,445.910,016.41,992.3

46,845.77,083.51,740.2

Total Assets 64,454.6 55,669.4iii) Segment Liability

- Within India- Within Europe- Others

23,585.83,198.7

583.4

20,607.82,485.9

199.4Total Liability 27,367.9 23,293.1

iv) Capital Expenditure- Within India- Within Europe- Others

5,460.21,396.5

40.0

694.8200.145.1

Total Capital Expenditure 6,896.7 940.0

Note:a The Company is organised into two main business segments, namely:

Textile - Fabric and YarnPlastic - Water Tanks, Doors, Windows, Prefab, Sections, BT Shelters, Custom Moulding, etc. Segments have been identified and reported taking into account the nature of products and services, the differing risks and returns, the organisation structure, and the internal financial reporting systems.

b Segment Revenue in each of the above business segments primarily includes sales, service charges, profit on sale of Fixed Assets (net), Miscellaneous Sales, Export Incentive, Foreign Exchange Gain etc.

(Rs. In Million)

2010-11 2009-10Segment Revenue comprises of:SalesOther Income

44,751.5603.3

32,816.41,253.7

Total 45,354.8 34,070.1

c The Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segment and amounts allocated on a reasonable basis.

15) Previous year’s figure have been regrouped wherever necessary.

175

DECLARATION

All the relevant provisions of the Companies Act and the guidelines issued by the Government of India or the guidelines and regulations issued by SEBI, established under Section 3 of the SEBI Act, and Chapter VIII read with Schedule XVIII of the SEBI Regulations, as the case may be, have been complied with and no statement made in this Placement Document is contrary to the provisions of the Companies Act, the SEBI Act or rules made or regulations or guidelines issued thereunder, as the case may be. The Company further certifies that all statements in this Placement Document are true and correct. Signed by: ___________________ Managing Director ___________________ Managing Director ___________________ Group Chief Financial Officer Date: November 12, 2012 Place: Gandhinagar, Gujarat

176

OUR COMPANY’S REGISTERED OFFICE

Kalol, Gandhinagar District, North Gujarat 382 721,

India

BOOK RUNNING LEAD MANAGER

Religare Capital Markets Limited 4th floor, ING House, Plot No: C-12, G Block, Bandra Kurla Complex, Bandra (East),

Mumbai 400 051, Maharashtra, India

DOMESTIC LEGAL ADVISOR TO THE ISSUER

AZB & Partners 23rd Floor, Express Towers

Nariman Point Mumbai 400 021

Maharashtra India

DOMESTIC LEGAL ADVISOR TO THE BOOK RUNNING LEAD MANAGER

Amarchand & Mangaldas & Suresh A. Shroff &

Co. 5th Floor, Peninsula Chambers

Peninsula Corporate Park Ganpatrao Kadam Marg

Lower Parel Mumbai 400 013

Maharashtra India

INTERNATIONAL LEGAL ADVISOR TO THE BOOK RUNNING LEAD MANAGER

Linklaters Singapore Pte. Ltd.

One George Street #17-01 Singapore 049145

AUDITORS

M/s. Deloitte Haskins & Sells, Chartered Accountants

“Heritage”, 3rd floor Near Gujarat Vidhyapith

Ahmedabad 380014 Gujarat India