PROMOTERThe Promoter of our Company is Tata AutoComp Systems Limited.

GENERAL RISKS

Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Issue unlessthey can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking aninvestment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and theIssue including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India(“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Special attention of Investors is invited to the statement of“Risk Factors” beginning on page no. xi of this Letter of Offer before making an investment in this Issue.

ISSUER’S ABSOLUTE RESPONSIBILITY

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

LISTING

The existing Equity Shares of our Company are listed on Bombay Stock Exchange Limited (“BSE”) and The National Stock Exchange ofIndia Limited (“NSE”). We have received in-principle approval from BSE and NSE for listing of Equity Shares arising from this Issue videtheir letters dated June 1, 2010 and June 2, 2010 respectively. For the purpose of this Issue, the Designated Sock Exchange is BombayStock Exchange Limited.

REGISTRAR TO THE ISSUE LEAD MANAGER TO THE ISSUE

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

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

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

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

The Registered Office of Our Company was shifted from Chiranjiv Tower, 43, Nehru Place, New Delhi 110 019 to 703 B-704, 89, HemkuntChambers, Nehru Place, New Delhi - 110 019 effective July 1, 1998. It was further shifted from 703 B-704, 89, Hemkunt Chambers,Nehru Place, New Delhi - 110 019 to its present location at G-71/2, MIDC Industrial Area, Bhosari, Pune - 411 026 effective June 8, 2001.Please refer to page no. 68 of this Letter of Offer for details of change in registered office of our Company.

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

ISSUE OF 56,65,856 FULLY PAID-UP EQUITY SHARES OF RS. 10 EACH OF OUR COMPANY FOR CASH AT A PRICE OFRS. 52 (INCLUDING A SHARE PREMIUM OF RS. 42) PER EQUITY SHARE AGGREGATING TO RS. 294.62 MILLION ON RIGHTSBASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 5 FULLY PAID-UP EQUITY SHARESFOR EVERY 9 FULLY PAID-UP EQUITY SHARES HELD ON THE RECORD DATE, i.e. JUNE 10, 2011. THE FACE VALUE OF THEEQUITY SHARES IS RS. 10 PER EQUITY SHARE. THE ISSUE PRICE OF RS. 52 IS 5.2 TIMES THE FACE VALUE OF THE EQUITYSHARES.

Letter of OfferDated May 25, 2011

For Equity Shareholders of the Company Only

ISSUE PROGRAMME

ISSUE OPENS ONLAST DATE FOR REQUESTS FOR

SPLIT APPLICATION FORMS ISSUE CLOSES ON

MONDAY, JUNE 20, 2011 WEDNESDAY, JUNE 29, 2011 FRIDAY, JULY 8, 2011

FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF OUR COMPANY ONLY

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

DEFINITIONS & ABBREVIATIONS .............................................................................................. I OVERSEAS SHAREHOLDERS ..................................................................................................... VI PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA .............. IX 

SECTION II: RISK FACTORS .......................................................................................................... XI FORWARD-LOOKING STATEMENTS ........................................................................................ XI RISK FACTORS ............................................................................................................................ XII 

SECTION III: INTRODUCTION ........................................................................................................ 1 SUMMARY OF INDUSTRY AND BUSINESS .............................................................................. 1 THE ISSUE ....................................................................................................................................... 3 SUMMARY FINANCIAL INFORMATION ................................................................................... 4 GENERAL INFORMATION ........................................................................................................... 7 CAPITAL STRUCTURE ................................................................................................................ 14 OBJECTS OF THE ISSUE ............................................................................................................. 22 BASIC TERMS OF THE ISSUE .................................................................................................... 29 BASIS FOR ISSUE PRICE ............................................................................................................. 30 STATEMENT OF TAX BENEFITS ............................................................................................... 33 

SECTION IV: ABOUT US .................................................................................................................. 41 INDUSTRY OVERVIEW .............................................................................................................. 41 OUR BUSINESS ............................................................................................................................. 46 OUR COMPETITIVE STRENGTHS ............................................................................................. 47 KEY INDUSTRY REGULATIONS ............................................................................................... 63 HISTORY AND CORPORATE STRUCTURE ............................................................................. 68 OUR MANAGEMENT ................................................................................................................... 73 OUR PROMOTER .......................................................................................................................... 88 OUR GROUP COMPANIES .......................................................................................................... 92 RELATED PARTY TRANSACTIONS........................................................................................ 108 DIVIDEND POLICY .................................................................................................................... 109 

SECTION V: FINANCIAL STATEMENTS ................................................................................... 110 AUDITORS’ REPORT ................................................................................................................. 110 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS ................................................................................................... 142 SECTION VI: LEGAL AND OTHER INFORMATION ............................................................... 152 

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

SECTION VII: ISSUE RELATED INFORMATION .................................................................... 201 TERMS OF THE ISSUE ............................................................................................................... 201 MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................................ 232 

SECTION VIII: OTHER INFORMATION .................................................................................... 245 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................... 245 DECLARATION .......................................................................................................................... 246 

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SECTION I: DEFINITIONS & ABBREVIATIONS

DEFINITIONS & ABBREVIATIONS

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

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

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

Promoter Unless the context otherwise requires, the promoter of our Company refers to Tata AutoComp Systems Limited.

Promoter Group As defined in Clause 2(1) (zb) of the SEBI (ICDR) Regulations, the following entities constitute the Promoter Group – Tata Toyo Radiator Limited TACO Composites Limited (Formerly known as Automotive Composite Systems (International) Limited) TACO Sasken Automotive Electronics Limited (under liquidation) TACO Hendrickson Suspensions Private Limited Tata Johnson Controls Automotive Limited Tata AutoComp GY Batteries Limited Tata Yazaki AutoComp Limited Tata Ficosa Automotive Systems Limited Tata Nifco Fasteners Limited (under liquidation) Automotive Stampings and Assemblies Limited Tata Industries Limited Tata Motors Limited Tata Capital Limited Tata Sons Limited TACO Holdings (Mauritius) Limited

Group Companies Shall mean companies, firms, ventures, etc. promoted by the Promoter of our Company, irrespective of whether such entities are covered under section 370 (1)(B) of the Companies Act, 1956 or not. The following entities constitute the Group Companies - Tata Toyo Radiator Limited (TTRL) Tata Johnson Controls Automotive Limited (TJCL) TACO Composites Limited (TACOCL) (Formerly known as Automotive Composite Systems (International) Limited (ACSI)) TACO Hendrickson Suspensions Private Limited (THSPL) Tata AutoComp GY Batteries Limited (TGY BATTERIES) TACO Sasken Automotive Electronics Limited (TSAE) (under liquidation) Tata Yazaki AutoComp Limited (TYAL) Tata Ficosa Automotive Systems Limited (TFASL) Tata Nifco Fasteners Limited (TNFL) (under liquidation) TACO Holdings (Mauritius) Limited (TACO Holdings)

B. Issue Related Terms

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Term Definition

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

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

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

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

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

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

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

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

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

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

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

Face Value Face Value of Equity Shares of the Company being Rs. 10 each First Applicant The Applicant whose name appears first in the Application Form Issue/ Rights Issue Issue of 56,65,856 Equity Shares of Face Value of Rs. 10 each for cash at a

premium of Rs. 42 per Equity Share aggregating to Rs. 294.62 Million on Rights Basis to the existing Equity Shareholders of Automotive Stampings and Assemblies Limited in the ratio of 5 Equity Shares for every 9 Equity Shares held on the record date i.e. June 10, 2011.

Issue Closing Date Friday, July 8, 2011 Issue Opening Date Monday, June 20, 2011 Issue Period The period between the Issue Opening Date and the Issue Closing Date inclusive

of both days Issue Price Rs. 52 per Equity Share Issue Size Rs. 294.62 Million Investor(s) Shall mean the holder(s) of Equity Shares of the Company as on the record date

i.e. Friday, June 10, 2011. Lead Manager PL Capital Markets Private Limited Memorandum of Association/MoA

The Memorandum of Association of Automotive Stampings and Assemblies Limited

Net Proceeds The Issue Proceeds less the Issue expenses. For further details, please see section “Objects of the Issue” starting from page no. 22 of this Letter of Offer

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Term Definition QIBs or Qualified Institutional Buyers

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

Record Date Friday, June 10, 2011 Renouncees Shall mean the persons who have acquired rights entitlement from the equity

shareholders Registrar to the Issue or Registrar

Link Intime India Pvt. Limited

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

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

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

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

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

Underwriter PL Capital Markets Private Limited C. Issuer and Industry Related Terms Abbreviation Full Form

BIW Body In White Parts CAD Computer Aided Design CNC Computer Numerical Control CVBU Commercial Vehicle Business Unit EOT Electric Overhead Travelling Gestamp Gestamp Servicios, S.L. KVA Kilovolt-ampere MS Mild Steel OEM Original Equipment Manufacturer PCBU Passenger Car Business Unit TACO Tata AutoComp Systems Limited TBEM Tata Business Excellence Model TIL Tata Industries Limited TML Tata Motors Limited TPA/tpa Tonnes per Annum D. Abbreviations Abbreviation Full Form

AGM Annual General Meeting AoA Articles of Association of our Company ACSI Automotive Composite Systems (International) Limited AS Accounting Standards issued by the Institute of Chartered Accountants of India

iv

Abbreviation Full Form ASAL Automotive Stampings and Assemblies Limited ASBA Application Supported by Blocked Amount BIFR Board for Industrial and Financial Reconstruction BSE Bombay Stock Exchange Limited CAF Composite Application Form CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Limited CEO Chief Executive Officer CESTAT Customs, Excise & Service Tax Appellate Tribunal CFO Chief Financial Officer CIT Commissioner of Income Tax CLRA Centre for Legislative Research and Advocacy CWIP Capital Work in Progress DIN Director Identification Number DP Depository Participant DSE Designated Stock Exchange EBITDA Earnings before Interest, Tax, Depreciation and Amortization ECS Electronic Clearance System EGM Extra-Ordinary General Meeting EPS Earnings per Share FCD Fully Convertible Debenture FCNR Foreign Currency Non Resident Account FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 FI(s) Financial Institution(s) FII(s) Foreign Institutional Investor(s) registered with SEBI under applicable laws FY / Fiscal Financial Year ending March 31 GoI Government of India HRA House Rent Allowance HUF Hindu Undivided Family ICAI Institute of Chartered Accountants of India IT Act The Income Tax Act, 1961 and amendments thereto ITAT Income Tax Appellate Tribunal IT Rules The Income Tax Rules, 1962 and amendments thereto LM Lead Manager Mn/mn Million MAT Minimum Alternate Tax MICR Magnetic Ink Character Recognition MOU Memorandum of Understanding NAV Net Asset Value NEFT National Electronic Fund Transfer NR Non Resident NRI(s) Non Resident Indian(s) NSDL National Securities Depository Limited NSE The National Stock Exchange of India Limited p.a. Per Annum P/E Ratio Price/ Earnings Ratio PAN Permanent Account Number PAT Profit after Tax PBT Profit before Tax RBI Reserve Bank of India RBI Act Reserve Bank of India Act, 1934 and amendments thereto

v

Abbreviation Full Form PLCM PL Capital Markets Private Limited RoC Registrar of Companies RoNW Return on Net Worth RTGS Real Time Gross Settlement SCRA The Securities Contract (Regulation) Act, 1956 and amendments thereto SCRR The Securities Contract (Regulation) Rules, 1957 and amendments thereto SEBI Securities and Exchange Board of India SEBI Act Securities and Exchange Board of India Act, 1992 and amendments thereto SEBI (ICDR) Regulations

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

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

vi

OVERSEAS SHAREHOLDERS

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

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

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

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

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

vii

Relevant Member State. This European Economic Area selling restriction is in addition to any other selling restriction set out below.

viii

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

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

ix

PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA Financial Data Unless stated otherwise, the financial information and data in this Letter of Offer is derived from the Company’s financial statements which are included in this Letter of Offer and set out in the section “Financial Statements” on page no. 110 Unless indicated otherwise, the financial data in the Letter of Offer is derived from the financial statements as of and for the years ended March 31, 2006, 2007, 2008, 2009 and 2010 and as of and for the nine months ended December 31, 2010 prepared in accordance with the relevant provisions of the Companies Act, 1956 and restated in accordance with the SEBI (ICDR) Regulations (hereinafter referred to as the “Financial Statements”), as stated in the report of our Statutory Auditors, included in this Letter of Offer. Our Company’s Fiscal Year or Financial Year commences on April 1 and ends on March 31, so all references to a particular Fiscal year are to the twelve month period ended March 31 of that year. In this Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding-off, and unless otherwise specified, all financial numbers in parenthesis represent negative figures. Our Company is an Indian listed company and prepares its financial statements in accordance with Indian GAAP and in accordance with the Companies Act, 1956, which differs significantly in certain respects from IFRS and US GAAP. Neither the information set forth in our financial statements nor the format in which it is presented should be viewed as comparable to information prepared in accordance with US GAAP, IFRS or any accounting principles other than principles specified in the Indian Accounting Standards. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in this Letter of Offer should accordingly be limited. We have not attempted to explain those differences or quantify their impact on the financial data included herein, and we urge you to consult your own advisors regarding such differences and their impact on our financial data. Any percentage amounts, as set forth in “Risk Factors”, “Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Letter of Offer, unless otherwise indicated, have been calculated on the basis of our financial statements prepared in accordance with Indian GAAP. All references to “India” contained in this Letter of Offer are to the Republic of India, all references to the “US” or the “U.S.” or the “USA”, or the “United States” are to the United States of America, its territories and possessions, and all references to “UK” or the “U.K.” are to the United Kingdom of Great Britain and Northern Ireland, together with its territories and possessions. Currency and units of presentation The Company prepares and publishes its financial statements in Indian Rupees. All references to “Rupees”, “Indian Rupees”, “INR” or “Rs.” are to Indian Rupees, the official currency of the Republic of India, all references to “US$” or “USD” are to United States Dollars, the official currency of the United States of America, all references to “GBP” or “£” are to Great Britain Pounds, the official currency of the United Kingdom and all references to “EURO” or “€” are to the official currency of the European Union. Unless stated otherwise, throughout the Letter of Offer, all figures have been expressed as Rupees in million, though certain figures may also be expressed in Rupees in thousands, Rupees in lakhs/lacs and/or Rupees in crores. Please note:

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

x

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

31 Year End Average High Low

2005 43.75 44.95 46.46 43.36 2006 44.61 44.28 46.33 43.30 2007 43.59 45.29 46.95 43.14 2008 39.97 40.24 43.15 39.27 2009 50.95 45.91 52.06 39.89 2010 45.14 47.42 50.53 44.94 2011 44.65 45.58 47.57 44.03

(Source: Reserve Bank of India) Month Month End Average High Low October 2010 44.54 44.41 44.74 44.03 November 2010 46.04 45.02 46.04 44.25 December 2010 44.81 45.16 45.70 44.81 January 2011 45.95 45.39 45.95 44.67 February 2011 45.18 45.44 45.81 45.11 March 2011 44.65 44.99 45.27 44.65 (Source: Reserve Bank of India) Industry and Market Data Unless stated otherwise, industry, demographic and market data used throughout this Letter of Offer has been obtained from industry publications, data on websites maintained by private and public entities, data appearing in reports by market research firms and other publicly available information. These resources generally state that the information contained therein has been obtained from sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be assured. Neither we nor the Lead Manager have independently verified this data and neither we nor the Lead Manager make any representation regarding the accuracy of such data. Accordingly, Investors should not place undue reliance on this information.

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SECTION II: RISK FACTORS

FORWARD-LOOKING STATEMENTS

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

national economies; • Increasing competition in or other factors affecting the industry segments in which our Company operates; • Changes in laws and regulations relating to the industries in which we operate; • Our ability to meet our capital expenditure requirements and/or increase in capital expenditure; • Fluctuations in operating costs and impact on the financial results; • Our ability to attract and retain qualified personnel; • Changes in technology in future; • Changes in political and social conditions in India or in countries that we may enter, the monetary policies

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

• The performance of the financial markets in India and globally; and • Any adverse outcome in the legal proceedings in which we are involved. For a further discussion of factors that could cause our actual results to differ, please refer to “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page nos. xi, 46 and 142 respectively of this Letter of Offer. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither our Company nor the Lead Manager nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI / Stock Exchanges requirements, our Company and Lead Manager will ensure that investors in India are informed of material developments until the time of the grant of listing and trading permission by the Stock Exchanges for the Equity Shares allotted pursuant to this Issue.

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RISK FACTORS

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

Our Company is involved in 16 cases of legal proceedings and claims in relation to civil and taxation matters and 157 cases of legal proceedings and claims pertaining to the Labour laws incidental to our business and operations. These proceedings and claims are related to Income Tax (5 cases), Excise (7 cases), Sales Tax (1 case), Service Tax (2 cases), Labour laws (157 cases) and Civil (1 case). These legal proceedings are pending at different levels of adjudication before various appellate authorities, courts and tribunals. Should any new developments arise, such as a change in Indian law or rulings against us by trial or appellate authorities, courts or tribunals, we may need to make provisions in our financial statements, which could increase our expenses and our current liabilities. We can give no assurance that these legal proceedings will be decided in our favour. Any adverse decision may have a significant effect on our business and results of operations. A classification of the legal proceedings instituted by and against our Company and the monetary amount involved in these cases is given in the following table:

Type of litigation

Total number of pending cases

Remarks and amount involved

Income Tax 5 Rs. 146.01 Mn (Disputed amounts - The liability may be the Tax on the said amount after quantification). Our Company has already provided for/paid the liability on the disputed amount of Rs 120.52 Mn.

Excise Cases 7 Rs. 84.50 Mn (approximately, as in some cases the amount is not quantified) in respect of pending litigations before various adjudication and Appellate Authorities

Sales Tax 1 Rs. 0.29 Mn Service Tax 2 Rs. 0.25 Mn along with interest and penalty thereon Labour laws 157 Rs. 10.39 Mn, in respect of cases filed by the Contract

Labourers of the Company for reinstatement with back wages.

Civil Case 1 Rs. 1.39 Mn. In addition to the aforementioned litigation, we have also received several Show Cause Notices from various regulatory/governmental authorities. For more information regarding litigation and Show Cause Notices, please refer to “Legal & Other Information” starting from page no. 152 of this Letter of Offer.

2. Cases filed against our Promoter and Group Companies.

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Tata AutoComp Systems Limited, our Promoter and some of our Group Companies are involved in 29 and 75 legal proceedings pending at different levels of adjudication before various appellate authorities, courts and tribunals respectively. We can give no assurance that these legal proceedings will be decided in the favour of our Promoter and/or our Group Companies. Cases against our Promoter

Type of litigation

Total number of pending cases

Remarks and amount involved

Income Tax 7 Rs. 113.17 Mn (Disputed amount - The liability may be the Tax on the said amount after quantification) Rs. 170.21 Mn (Disputed tax liability)

Sales Tax & Excise Tax

6 Rs. 19.77 Mn (Disputed Tax liability).

Labour Laws 9 Rs. 0.50 Mn Demand Notices/Others

7 Rs. 97.54 Mn (others not quantifiable)

Cases against our Promoter Group

Type of litigation

Total number of pending cases

Remarks and amount involved

Direct Taxes 11 Rs 32.92 Mn (Disputed amount- The liability may be the Tax on the said amount after quantification) Rs 127.53 Mn (Disputed tax liability)

Indirect Taxes 22 323.96 Mn along with interest and penalty thereon, if any. Labour laws 14 Rs. 11.44 Mn along with any other amounts that may be

imposed by the respective Courts. Civil Cases 6 Rs 7.58 Mn Notices and other demands

22 One case has amount involved of around Rs. 27.70 Mn and others are not quantifiable.

For more information regarding litigation, please refer to “Legal & Other Information” beginning on page no. 152 of this Letter of Offer.

3. Accumulated losses incurred by Tata AutoComp Systems Limited (“TACO”), our Promoter has

resulted in a significant erosion of its net worth and making it a potentially sick industrial company in the past. Our company cannot assure you that TACO will be able to restore or maintain its net worth in the future.

The Net worth of TACO, our Promoter, had eroded to the extent of 50% of the peak net worth by the end of financial year ended March 31, 2009 thereby making it as a potentially sick company, thereby mandating intimation under Section 23 of the Sick Industrial Companies (Special provisions) Act, 1985 (SICA) to Board for Industrial & Financial Reconstruction (BIFR). TACO has intimated the fact of such erosion to BIFR as required under SICA on November 4, 2009. However, no reference has been made by TACO to BIFR to be declared as a sick company. Thus TACO is not a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985. Our company cannot assure you that TACO will be able to restore or maintain its net worth in the future. For further details please refer to the section titled “Our Promoter” starting at page no. 88 of this Letter of Offer.

4. We significantly depend on a single customer.

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We have a long standing relationship with Tata Motors Limited (“TML”). TML accounted for approximately 64.90% and 64.91% of our total net sales for the nine months ended December 31, 2010 and in Fiscal 2010 respectively. Moreover, our new plant at Pantnagar is catering exclusively for TML.

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

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

We depend on external suppliers for the supply of raw materials, components and other parts for our products. We currently have seventy five major vendors in India. We generally source our basic raw material, steel, from a limited number of vendors on account of various economic and logistical considerations. As a result, we have a high vendor concentration. For the nine months ended December 31, 2010 and in Fiscal 2010, the share of our top five suppliers was as high as about 51.97% and 61.10% respectively, of the total raw materials purchased.

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

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

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

In some of the earlier years, we had a negative cash flow primarily because of our investment activities; in addition to this, in the nine months ended December 31, 2010 too we have negative cash flow primarily because of our investment activities, as shown in the following table (figures are from the Restated Financial Statement) –

(Rs. in Mn) Particulars Nine

months ended

December 31, 2010

Fiscal 2010

Fiscal 2009

Fiscal 2008

Fiscal 2007

Fiscal 2006

Net cash from operating activities 101.45 378.03 231.38 279.08 185.04 225.90Net cash from/ (used in) investment activities (158.51) (55.46) (149.59) (541.80) (126.90) (76.22)Net cash from/(used in) financing activities (61.65) (273.97) (28.26) 275.48 (153.37) (58.45)Net increase/(decrease) in cash & cash equivalents (118.71) 48.60 53.53 12.76 (95.23) 91.23

This trend, if it continues, will require us to raise finance from outside, which we may not be able to raise at an economic rate or at all. In such case, our project may face delays or our interest cost may increase or our cash liquidity position may be adversely affected, which can have a material adverse effect on our business, results of operations and financial condition.

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

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

(Rs. in Mn)

Name of the Group Company For the financial year ended March

31 2010 2009 2008

TACO Composites Limited (‘TACOCL’) (Formerly known as ‘Automotive Composite Systems (International) Limited’ or ACSI) 178.62 (96.11) (209.73)TACO Hendrickson Suspensions Private Limited - (38.14) (11.37)Tata AutoComp GY Batteries Limited (60.17) (366.69) (338.98)TACO Sasken Automotive Electronics Limited (9.29) (80.52) (50.50)Tata Yazaki Autocomp Limited 86.35 (198.80) (57.61)Tata Ficosa Automotive Systems Limited 5.19 (125.72) (121.15)Tata Nifco Fasteners Limited (0.01) (0.09) (0.05)Tata AutoComp Systems Limited 418 (1,925) 409TACO Holdings (Mauritius) Limited* (124.92) (1,084.20) 4.48

* The amounts shown for TACO Holdings (Mauritius) Limited have been converted into INR based on the applicable foreign exchange rates as on February 28, 2011 (Conversion rate as on February 28, 2011: 1 Euro = 62.15 INR).

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

TACO Composites Limited has on October 4, 2008 filed a Reference to the BIFR informing that it has become sick industrial company under SICA. For further details of our Group Companies, please refer to “Our Group Companies” beginning on page no. 92 of this Letter of Offer.

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

The market for automotive component manufacturers is highly competitive, and we expect competition to intensify and increase from a number of sources. We believe that the principal competitive factors in our markets are price, service quality, sales and marketing skills, the ability to manufacture customized products, technological and industry expertise. We face significant competition from several entities located in India and several other countries.

We cater to OEM market and replacement markets for the sheet metal component industry. In this industry, several existing players are present and there are no entry barriers. The market is very price sensitive and we face stiff competition from the unorganized sector that is able to compete at lower prices. We may not be able to match the price provided by the unorganized sector which would limit the growth potential. Some of the existing and future competitors may have greater financial, personnel and other resources, longer operating histories, a broader range of product offerings, greater technological expertise, more recognizable brand names and more established relationships in industries that we currently serve or may serve in the future. In addition, some of our competitors may enter into strategic or commercial relationships among themselves or with larger, more established companies in order to increase their ability to address client needs, or enter into similar arrangements with potential clients. Increased competition, our inability to compete successfully

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against competitors, pricing pressures, loss of market share could have a material adverse effect on our business, results of operations, financial condition and cash flows.

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

Our business is working capital intensive. Historically, we met our working capital requirement through bank borrowings since in some of the yesteryears, our operational cash flow was not sufficient enough to run our operations. Since we propose to expand the capacity of our existing plant at Pantnagar, our working capital requirement is expected to increase on commencement of operation of the additional capacity. Further, if our average credit period gets reduced and/or our collection period increases for any reason whatsoever, our working capital requirement will increase for the given scale of operations. We cannot assure you that we will be able to raise funds from external sources at a competitive rate or at all to finance the increased working capital requirement which in turn may adversely affect our future growth.

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

The fund requirement and deployment, as mentioned in the “Objects of the Issue” beginning on page no. 22 of this Letter of Offer, is based on the estimates of our project department and has not been appraised by any bank or financial institution. The fund requirement as detailed below is based on our current business plan. We cannot assure that the current business plan will be implemented in its entirety. In view of the highly competitive and dynamic nature of the industry in which we operate, we may have to revise our business plan from time to time and consequently our fund requirement. The deployment of the funds towards the Objects of the Issue is entirely at the discretion of our Board of Directors and is not subject to monitoring by an external independent agency.

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

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

issue.

We made a rights issue in the year 1996 and had made certain projections in that issue. We could not achieve those projections. For further details, please refer to “Promise vs. Performance” on page no. 195 of this Letter of Offer.

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

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

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

results of operations and financial condition.

Defects, if any, in some of our products could require us to undertake service actions. These actions could require us to expend considerable resources in correcting these problems and could adversely affect demand for our products. Our Company may also suffer claims for penalties under the conditions of certain

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contracts. Further, if a vendor fails to meet quality standards, it could expose us to warranty claims. In defending these claims, we could incur substantial costs and receive adverse publicity. As a result, our business, results of operations and financial condition could suffer.

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

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

Our Company has executed a Tata Brand Equity and Business Promotion Agreement dated May 24, 2006 with Tata Sons Limited, pursuant to which we are permitted to use the by-line “A Tata Enterprise” on the terms and conditions stated therein including compliance with the Tata Group’s code of conduct. Our Company cannot provide any assurance that Tata Sons Limited will continue with the Tata Brand Equity and Business Promotion Agreement which may adversely affect our Company’s business. Our Company has made the payment of Rs 3.29 Mn, Rs. NIL and Rs. 3.88 Mn in the Financial Year 2008, 2009 and 2010 respectively to Tata Sons Limited as per the terms & conditions of the said agreement. For details of the key terms and conditions of the said agreement, please refer to section titled “History and Corporate Structure” on page no. 68 of this Letter of Offer.

15. If we are unable to implement or manage our growth strategies in a timely manner, our business and

results of operations could be adversely affected.

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

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

results of operations.

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

17. The attrition rate in our Company is high

The attrition rate in our Company has historically been high. The attrition rate in our Company was 23.12%, 20.45% and 29.11% in the Financial Year 2010, 2009 and 2008 respectively. We cannot assure you that we will be able to bring down the attrition rate. In case we cannot bring down the attrition rate, we will be required to allocate greater resources for training of new personnel which could have an adverse impact on our financial condition.

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

The operations of our Company are labour intensive. Wage costs in India have historically been significantly lower than wage costs in western countries, which has been one of our competitive advantages. However, by and large, wages in India are increasing at a faster rate than in the developed countries, which may reduce our competitive advantage in relation to pricing. We may need to increase the levels of

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employee compensation more rapidly than in the past to attract necessary talent. If we are unable to negotiate with the workmen or the contractors, it could result in work stoppages or increased operating costs as a result of higher than anticipated wages or benefits. Further, we have labour unions at our manufacturing units at Bhosari and Chakan. If there is any dispute between the unions and the management, it might affect the operations and profitability.

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

19. We have certain contingent liabilities.

As per our audited Balance Sheet as on December 31, 2010, contingent liabilities are as follows - (Rs. in Mn)

Particulars Amount Bills discounted not matured 661.43 Claims against the Company not acknowledged as Debts 2.26

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

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

may have a material adverse effect on our business.

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

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

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

The markets in which our businesses operate can experience significant changes due to the introduction of innovative technologies. To remain competitive and to meet our customers’ needs in these businesses, we must continuously design new products and invest in and develop new technologies or manufacturing processes. Our sales and profits would suffer if we invest in technologies or manufacturing processes that do not function as expected, or if our products become obsolete.

22. Our product offering is limited

Our product offering is limited. We produce only sheet metal stampings, welded assemblies and modules for the automotive industry. This segment is highly fragmented and competitive and therefore, offers low profit margin. Further, on account of this limited product portfolio, our ability to exploit various market

xix

opportunities, to absorb any shock on account of technological change and/or increase in raw material price is limited.

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

could adversely affect our business.

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

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

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

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

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

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

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

26. We enter into Related Party Transactions.

During the course of our business, we have entered into and will continue to enter into related party transactions. We have entered into related party transactions amounting to Rs. 252.33 Mn for the 9 months period ended on December 31, 2010 and Rs. 176.67 Mn, Rs. 139.88 Mn, Rs. 195.36 Mn, Rs. 134.85 Mn and Rs. 116.12 Mn in the Financial Year 2010, 2009, 2008, 2007 and 2006 respectively. For more information please refer to “Related Party Transactions” on page no. 108 of this Letter of Offer.

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

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

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

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28. We are bound by certain restrictive covenants provided in the agreements entered into with banks for availing term loans and working capital facilities

As of the date of the Letter of Offer, we have a significant amount of indebtedness. We have entered into agreements with certain banks for short term loans and long term borrowings. As per the signed loan agreements with them, there are certain standard restrictions imposed on us as under, where prior permission of the lenders is required for –

a) effecting any change in our capital structure b) formulating any scheme of amalgamation or reconstruction c) undertaking any new project/schemes d) implementing any schemes of expansion or acquire fixed assets e) investing by way of share capital in or lend or advance funds to or place deposits with any other

concern f) entering into borrowing arrangement either secured or unsecured with any other bank, financial

institution, company or otherwise save and except the working capital facilities granted/to be granted by other consortium-member banks, under consortium arrangement with the bank and the term loans proposed to be obtained from financial institutions/banks for the completion of the replacement-cum-modernization programme

g) undertaking guarantee obligations on behalf of our Company h) declaring dividends for any year except out of profits relating to that year after making all due and

necessary provisions and provided further that no default had occurred in any repayment obligations

i) creating any charge, lien or encumbrance over its undertaking or any part thereof in favour of any financial institution, bank, company, firm or persons

j) selling, assigning, mortgaging or otherwise disposing off any of the fixed assets charged to the bank

k) entering into any contractual obligation of a long term nature

Further, the unsecured loans taken by the Company can be recalled by the lenders at any time. The aforesaid requirements may restrict our ability to take swift business decisions as required by a dynamic business environment.”

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

We are required to obtain several government approvals/licenses under various statutes like Air (Prevention and Control of Pollution) Act, 1974 and Rules made thereunder; Water (Prevention and Control of Pollution) Act, 1974 and Rules made thereunder; etc. We have obtained all the requisite approvals/licenses, renewals of some of those approvals/licenses for the conduct of Company’s business. However, some of our approvals/ consents/ licenses have expired and we have applied for renewal of the same, the details of which are given below –

Sr. No.

License No./ Issuing Authority

Act Date of Expiry

1. HO/con/A-83/09/1347 Dehradun issued by Uttarakhan Pollution Control Board

The Water (Prevention and Control of Pollution) Act, 1974 and under section 21 of The Air (Prevention and Control of Pollution) Act, 1981

March 31, 2010. Renewal applied on March 13, 2010 and on March 31, 2011.

2. - Hazardous Waste (Management, Handling and Transboundary Movement) Rules, 2008

March 31, 2011. Renewal applied on March 31, 2011.

3. SROP-II/E-251/UP/CC/645/28

The Water (Prevention and Control of Pollution) Act, 1974, The Air (Prevention and Control of Pollution) Act, 1981 and the Hazardous Wastes (Management and Handling) &

December 31, 2009 renewal applied on October 11, 2009.

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Amended Rules, 2000-2003 4. Contract Labour License

Nos. 3177, 4315, 4314, 3362, 7925 & 8001

The Contract Labour (Regulation and Abolition) Act, 1970

December 31, 2010. Renewal applied on October 29, 2010.

5. MIDC/FIRE/NOC/376 Division Fire Officer, MIDC for expansion/construction of Plant Building at Bhosari

Renewal applied on February 26, 2011.

6. Certificate of Registration ACL/Vod/4512/2009 under Contract Labour (Regulation and Abolition) Act, 1970

Contract Labour (Regulation and Abolition) Act, 1970

March 31, 2011. Renewal, applied on May 11, 2011.

Non-renewal of any of these approvals/licenses may impact our business adversely. For further details, please refer to “Government/Statutory, Business Approvals and Licenses” beginning on page no. 176 of this Letter of Offer.

External Risk Factors 30. A slowdown in economic growth in India could cause our business to suffer.

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

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

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

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

32. An outbreak of an infectious disease or any other serious public health concerns in Asia or elsewhere

could have an adverse effect on our business and results of operations.

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

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

In the early 1990s, India experienced significant inflation, low growth in gross domestic product and shortages of foreign currency reserves. The Indian government provided significant tax incentives and relaxed certain regulatory restrictions in order to encourage foreign investment in specified industries of the economy. There is no assurance that liberalization policies will continue. Furthermore, the rate of economic liberalization could change, and specific laws and policies affecting technology companies, foreign

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investment, currency exchange rates and other matters affecting investment in our Equity Shares could also change. Various factors could trigger significant changes in India’s economic liberalization and deregulation policies, disrupt business and economic conditions in India generally and our business in particular. Our financial performance and the market price of our shares may be adversely affected by changes in inflation, exchange rates and controls, interest rates, Government of India policies, social stability or other political, economic or diplomatic developments affecting India in the future.

34. Competition may affect our business adversely.

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

Risks Relating to the Issue of Securities 35. There are restrictions on daily movements in the price of the Equity Shares, which may adversely

affect a shareholder’s ability to sell, or the price at which he can sell, Equity Shares at a particular point in time.

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

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

or at all.

The market price of our Equity Shares after this Issue may be subject to significant fluctuations in response to various factors including variations in our operating results and the performance of our business; adverse media reports about us or the automotive components industry; regulatory developments in our target markets affecting us, our clients or our competitors; market conditions and perceptions specific to the automotive components industry and volatility in the Indian and global securities markets. In the recent times, there has been volatility in the Indian stock markets and our share price could fluctuate significantly as a result of such volatility in the future.

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

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

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

xxiii

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

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

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

Prominent Notes: 1. The investors may contact PL Capital Markets Pvt Ltd., the Lead Manager to the Issue who has submitted

the due diligence certificate to the SEBI, for any complaints pertaining to the issue. 2. As per our Financial Statements, the net worth for equity shareholders of our Company as on December 31,

2010 is Rs. 468.30 Million and as on March 31, 2010 is Rs. 408.61 Million. As per our Financial Statements, the Net Asset Value or Book Value per Equity Share as on December 31, 2010 is Rs. 45.92 and as on March 31, 2010 is Rs. 40.07.

3. Issue of 56,65,856 Equity Shares of the Company for cash at a price of Rs.52 per Equity Share including a

premium of Rs. 42 per Equity Share aggregating to Rs. 294.62 Million to the Equity Shareholders of the Company on rights basis in the ratio of 5 Equity Shares for every 9 Equity Shares held on the Record Date i.e. June 10, 2011 in terms of this Letter of Offer. The Issue Price is 5.2 times of the Face Value of the Equity Share.

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

section titled “Promoter” and “Our Group Companies” on page no. 88 and page no. 92 respectively of this Letter of Offer.

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

page no. 108 of this Letter of Offer. 6. The name of our Company was changed from JBM Tools Limited to Automotive Stampings and

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

7. None of our Company’s Promoter, their directors, Promoter Group, Directors of our Company and their

relatives have financed the purchase by any other person, of the Equity Shares of our Company during the six months preceding the date of filing of this Letter of Offer with the SEBI.

8. On January 27, 2010, Tata Industries Limited has sold its shareholding of 100 equity shares of our Company

in the open market at a price of Rs 68.96 per equity share. Pursuant to this sale of 100 shares, Tata Industries Limited has intimated to our Company that it has ceased to be one of the promoters of our Company. To comply with Clause 40A of the Listing Agreement, our Promoter, Tata Autocomp Systems Limited, has sold 6,48,790 shares in open market at an average price of Rs 56.16 in February 2010. For further details, please refer section titled “Capital Structure” starting from page no. 13 of this Letter of Offer. Apart from this, none of our Promoter and Promoter Group of our Company have purchased or sold, directly or indirectly, any Equity Shares during a period of six months preceding the date on which the Draft Letter of Offer is filed with the SEBI.

9. Before making an investment decision in respect of this Issue, you are advised to refer to “Basis for Issue

Price” on page no. 30 of this Letter of Offer. 10. Please refer to “Basis of Allotment” on page no. 225 of this Letter of Offer for details on basis of allotment.

xxiv

11. For details of interests of our Directors and Key Managerial Personnel, see “Our Management” on page no. 73 of this Letter of Offer.

12. We and the Lead Manager are obliged to keep the Letter of Offer updated and inform the public of any

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

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

interested, please refer to “Financial Statements” on page no. 110 of this Letter of Offer.

14. On December 10, 2010, as per Share Purchase Agreement dated December 02, 2010 between Tata AutoComp Systems Ltd. ("TACO") and Gestamp Servicios, S. L. ("Gestamp"), TACO, acquired 3,824,453 Equity Shares (37.50% of the paid-up equity share capital of our Company) from Gestamp at a price of Rs. 89.50 per share by way of inter-se transfer of shares amongst qualifying promoters in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto ("SEBI Takeover Regulations"). Post the above acquisition, Gestamp ceased to be one of the promoters of our Company and our Company is now a subsidiary of TACO. TACO, Gestamp and our Company have complied with all disclosure requirements and other applicable provisions of SEBI Takeover Regulations, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Listing Agreements for this transaction.

1

SECTION III: INTRODUCTION

SUMMARY OF INDUSTRY AND BUSINESS AUTO COMPONENTS INDUSTRY Our Company operates in Sheet Metal Components, Assemblies and Sub-assemblies segment under Auto Component industries. Our Company manufactures a range of sheet metal components and assemblies for the automotive industry. We are a Tier I auto components supplier (auto component companies that supply directly to the OEMs). The fortunes of the auto-components industry is closely linked to that of the vehicle industry. In view of the slowdown in the vehicle industry over the last two years, the growth in the component industry has also been moderate as compared to previous years. Component industry has registered a moderate turnover growth of 6% in 2008-09 over last year. Industry has achieved a sales turnover of Rs. 76,230 crores. It has grown at CAGR of 24% for last 5 years. Auto components industry has got over 500 companies in the organized sector and about 10,000 firms in the unorganized sector. In terms of International Trade, the auto-components industry continued to exhibit very high growth rates in both imports as well as exports. The overall export of the industry grew by a CAGR of 25% during the 5 year period 2004-05 to 2008-09 and has now reached the Rs. 15,000 crore mark. However, at the same time, import of auto-components grew by a much higher CAGR of 34% to touch a level of Rs. 27,500 crore in 2008-09. During the year 2008-09, import of auto-components grew at 31% which is more than five times that of the export growth rate in 2008-09. Imports, thus, are growing at a much faster pace as compared to exports and presently, India has become a net importer of auto components. (Source: Annual Report 2008-09, Ministry of Heavy Industries and Public Enterprises, Government of India) With investments around US$ 15 billion slated for the sector over the next few years, the prospects for India's auto market are bright. Even though India's auto component industry has conventionally relied on exports for its profits, the domestic market itself is ripe with rapidly growing opportunities. Industry experts are hopeful that the country will be able to offset China and other Southeast Asian countries' traditional manufacturing advantage in the coming years, facilitating the industry's achievement of its targeted market value of US$ 40 billion by 2014. (Source: Indian Brand Equity Foundation (IBEF), public-private partnership between the Ministry of Commerce and Industry, Government of India, and the Confederation of Indian Industry) For further details, please refer to the section titled ‘Industry Overview’ starting from page no. 41 of this Letter of Offer. BUSINESS OVERVIEW

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

2

Our Company has four plants located at Bhosari (Maharashtra), Chakan (Maharashtra), Halol (Gujarat) and Pantnagar (Uttarakhand). The Pantnagar plant with 17,000 MT pressing capacity is the recent one and started operations in 2008-09. For further details, please refer to the section titled “Our Business” starting from page no. 46 of this Letter of Offer.

3

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

56,65,856 Equity Shares

Rights Entitlement for Equity Shares In the ratio of 5 fully paid-up Equity Shares for every 9 fully paid-up Equity Shares held on the Record Date

Record Date Friday, June 10, 2011 Issue Opens on Monday, June 20, 2011 Issue Closes on Friday, July 8, 2011 Issue Price per Equity Share Rs. 52 Equity Shares outstanding prior to the Issue 1,01,98,541 Equity Shares Equity Shares outstanding after the Issue 1,58,64,397 Equity Shares Terms of the Issue For more information, please refer to “Issue Related

Information” beginning on page no. 201 of this Letter of Offer

Terms of Payment

Due Date Amount On application on or before the issue closing date 100% of the Issue Price i.e. Rs. 52 per Equity Share,

including share premium

4

SUMMARY FINANCIAL INFORMATION

The following table sets forth the selected historical standalone summary financial information of our Company derived from its restated and audited financial statements for the fiscal years ended March 31, 2006, 2007, 2008, 2009, 2010 and period ended December 31, 2010 all prepared in accordance with Indian GAAP, the Companies Act, 1956 and SEBI (ICDR) Regulations, and restated as described in the auditor’s report of M/s. Price Waterhouse, Chartered Accountants, included in the section titled “Financial Statements” starting on page no. 110 of this Letter of Offer and should be read in conjunction with those financial statements and notes thereon.

Standalone Summary Statement of Assets and Liabilities, as Restated

(Rs. in Mn)

SL. NO. PARTICULARS

AS AT DECEMBER

31, 2010

AS AT MARCH 31,

2010 2009 2008 2007 2006 A FIXED ASSETS Gross Block 2,097.13 1,992.69 1,960.40 1,436.15 1,222.30 1,017.97 Less: Accumulated Depreciation 1,082.59 987.45 864.81 744.98 638.82 534.59 Net Block 1,014.54 1,005.24 1,095.59 691.17 583.48 483.38

Capital Work in Progress (including capital advances)

72.69 19.16 8.65 394.34 71.68 149.66

Total 1,087.23 1,024.40 1,104.24 1,085.51 655.16 633.04

B CURRENT ASSETS, LOANS AND ADVANCES

Inventories 315.09 235.27 269.01 313.15 351.92 316.70 Sundry Debtors 169.31 213.63 268.77 229.73 270.30 195.80 Cash and Bank Balances 3.66 122.37 73.77 20.24 7.48 102.71 Loans and Advances 114.36 89.49 147.72 150.76 119.55 87.98 Total 602.42 660.76 759.27 713.88 749.25 703.19

C LIABILITIES AND PROVISIONS Secured Loans 478.73 513.58 692.50 605.01 273.48 185.00 Unsecured Loans 59.64 11.39 14.99 18.59 22.06 180.12 Current Liabilities 504.02 556.94 598.77 548.03 476.57 401.01 Provisions 21.87 52.64 41.85 45.90 62.80 48.49 Deferred Tax Liability (Net) 67.09 52.00 30.10 44.70 52.86 53.44 Total 1,131.35 1,186.55 1,378.21 1,262.23 887.77 868.06

D NET WORTH (A+B-C) 558.30 498.61 485.30 537.16 516.64 468.17

E NET WORTH REPRESENTED BY Share Capital 191.99 191.99 191.99 191.99 191.99 221.99 Reserves and Surplus 366.31 306.62 293.31 345.17 324.65 246.18 Net Worth 558.30 498.61 485.30 537.16 516.64 468.17

5

Standalone Summary Statement of Profit and Loss Account, as Restated

(Rs. in Mn)

PARTICULARS

FOR THE NINE MONTHS ENDED

DECEMBER 31, 2010

FOR THE YEAR ENDED MARCH 31, 2010 2009 2008 2007 2006

INCOME Net Sales of products manufactured Other income Increase / (Decrease) in inventories

3,883.44

19.59

39.35

4,139.87

32.84

(9.80)

3,448.88

36.68

11.33

3,006.59

18.30

(21.02)

3,122.89

124.93

7.72

2,756.24

29.95

(64.94)TOTAL 3,942.38 4,162.91 3,496.89 3,003.87 3,255.54 2,721.25

EXPENDITURE Raw Material Consumed 3,103.46 3,193.80 2,725.98 2,202.75 2,392.17 1,967.84Staff Cost 275.47 267.15 250.85 221.68 182.15 165.38Other Manufacturing Expenses 316.06 427.80 369.13 343.67 354.91 334.42Administration Expenses 76.92 82.65 70.43 93.70 80.97 120.74Selling and Distribution Expenses

34.42 44.47 31.29 52.45 53.07 42.47

Interest and Finance Charges 44.32 69.36 82.53 23.79 23.36 19.57TOTAL 3,850.65 4,085.23 3,530.21 2,938.04 3,086.63 2,650.42PROFIT/ (LOSS) BEFORE TAX

91.73 77.68 (33.32) 65.83 168.91 70.83

PROVISION FOR TAXATION:

Current tax (including wealth tax)

18.20 11.20 0.03 31.07 61.60 28.10

Deferred tax Expense / (Credit) Minimum Alternate Tax Credit Entitlement

15.82

(3.40)

26.00

(11.20)

(9.60)

-

(9.50)

-

(2.20)

-

(4.30)

-

Fringe Benefit Tax Short /(Excess) provision for taxation in respect of earlier years written back

-

-

-

0.23

1.45

(0.98)

1.30

-

1.21

-

1.25

(0.65)

TOTAL 30.62 26.23 (9.10) 22.87 60.61 24.40NET PROFIT / (LOSS) AFTER TAX BEFORE ADJUSTMENTS

61.11 51.45 (24.22) 42.96 108.30 46.43

ADJUSTMENTS: a. Adjustments on account of

changes in Accounting Policies

- 0.61 1.57 1.57 0.40 0.37

b. Other material adjustments (2.14) (12.63) (14.63) 9.56 3.26 (4.03)TOTAL OF ADJUSTMENTS

(2.14) (12.02) (13.06) 11.13 3.66 (3.66)

TAX IMPACT OF ADJUSTMENTS:

a. Current tax impact of - - - - - -

6

PARTICULARS

FOR THE NINE MONTHS ENDED

DECEMBER 31, 2010

FOR THE YEAR ENDED MARCH 31, 2010 2009 2008 2007 2006

adjustments b. Deferred tax impact of

adjustments c. Impact of provision (current

tax) of earlier years written off / written back

0.73

-

4.09

0.23

5.00

(0.98)

(1.33)

(1.70)

(1.62)

-

(1.17)

2.03

TOTAL OF TAX IMPACT OF ADJUSTMENTS

0.73 4.32 4.02 (3.03) (1.62) 0.86

TOTAL OF ADJUSTMENTS AFTER TAX IMPACT

(1.41) (7.70) (9.04) 8.10 2.04 (2.80)

NET PROFIT / (LOSS) AS RESTATED

59.70 43.75 (33.26) 51.06 110.34 43.63

Profit and Loss amount at the beginning of the year

48.76 40.45 92.31 79.29 38.82 30.07

Balance available for appropriations, as Restated

108.46 84.20 59.05 130.35 149.16 73.70

APPROPRIATIONS Transfer to Capital Redemption Reserve

- - - - 30.00 -

Transfer to General Reserve - 5.00 - 7.50 8.00 4.50Dividend on Preference Shares - 10.80 10.80 10.80 11.97 14.40Dividend on Equity Shares - 15.30 5.10 15.30 15.30 12.24Corporate Dividend Tax - 4.34 2.70 4.44 4.60 3.74TOTAL - 35.44 18.60 38.04 69.87 34.88Balance Carried Forward, as Restated

108.46 48.76 40.45 92.31 79.29 38.82

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GENERAL INFORMATION

Dear Equity Shareholder(s),

Pursuant to the resolutions passed by the Board of Directors of our Company at its meeting held on October 23, 2009, it has been decided to make the following offer to the Equity Shareholders of the Company, with a right to renounce: ISSUE OF 56,65,856 FULLY PAID-UP EQUITY SHARES OF RS.10 EACH FOR CASH AT A PRICE OF RS. 52 (INCLUDING A SHARE PREMIUM OF RS. 42) PER EQUITY SHARE AGGREGATING TO RS. 294.62 MILLION ON RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 5 FULLY PAID-UP EQUITY SHARES FOR EVERY 9 FULLY PAID-UP EQUITY SHARES HELD ON THE RECORD DATE, i.e. JUNE 10, 2011. THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 PER EQUITY SHARE. THE ISSUE PRICE OF RS. 52 IS 5.2 TIMES THE FACE VALUE OF THE EQUITY SHARES. Important

1. This offer is applicable only to those Equity Shareholders whose names appear as beneficial owners in respect of the Equity Shares held in the electronic form and on the register of members of our Company in respect of the Equity Shares held in physical form as on Friday, June 10, 2011 i.e. the record date fixed in consultation with the Designated Stock Exchange i.e., Bombay Stock Exchange Limited

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

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

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

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

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

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

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

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

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

8. Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing

number CIR/CFD/DIL/1/2011dated April 29, 2011, all applicants who are QIBs or are applying in this Issue for Equity Shares for an amount exceeding Rs. 2,00,000 shall mandatorily make use of ASBA facility.

Issue Programme The subscription will open upon the commencement of the banking hours and will close upon the close of

8

banking hours on the dates mentioned below:

ISSUE OPENS ON LAST DATE FOR REQUEST FOR SPLIT APPLICATION FORMS

ISSUE CLOSES ON

Monday, June 20, 2011 Wednesday, June 29, 2011 Friday, July 8, 2011 Registered Office of Our Company Automotive Stampings and Assemblies Limited G-71/2, MIDC Industrial Area Bhosari, Pune - 411 026, Maharashtra, India Tel: +91 - 20 - 6631 4300 Fax: +91 - 20 - 6631 4343 E-mail: cs@autostampings.com Website: www.autostampings.com Registration No.: 25-016314 Company Identification No.: L28932PN1990PLC016314 The equity shares of our Company are listed on BSE and NSE. Address of Registrar of Companies Registrar of Companies, Pune PMT Commercial Building, Pune Stock Exchange, 3rd Floor, Deccan Gymkhana, Pune - 411 004 Board of Directors Sr. No.

Name & DIN

Age Experience Address

1 Mr. Pradeep Mallick Non-Executive, Independent Director and Chairman DIN - 00061256

68 years

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

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

66 years

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

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

62 years

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

4 Mr. L. Lakshman Non-Executive, Independent Director DIN – 00012554

64 Years

40 years 17, Crescent Street, Arch Bishop Mathias Avenue, Abhiramapuram, Chennai, 600028, Tamil Nadu, India.

5 Mr. Amitabha Mukhopadhyay Non Executive, Non-Independent Director DIN - 01806781

46 Years

21 years F 104 Maestros Salunkhe Vihar Road Pune 411048 Maharashtra, India

9

For further details in relation to our Board of Directors please refer to “Our Management” beginning on page no. 73 of this Letter of Offer. Company Secretary and Compliance Officer Mr. Shailendra Dindore Automotive Stampings and Assemblies Limited G-71/2, MIDC Industrial Area, Bhosari, Pune - 411 026 Tel: +91 - 20 - 6631 4300 Fax: +91 - 20 - 6631 4343 E-mail: cs@autostampings.com Investors may contact the Compliance Officer for any pre-Issue / post-Issue related matters. Lead Manager to the Issue PL Capital Markets Private Limited 3rd Floor, Sadhana House, 570 P. B Marg, Behind Mahindra Tower, Worli, Mumbai - 400 018 Tel: + 91 - 22 - 6632 2222 Fax: + 91 - 22 - 6632 2229 Email: asal_rights@plindia.com Investors’ Grievances Email: redressal@plindia.com Contact Person: Mr. Ajesh Dalal /Mr. Ghanshyam Kapadia Website: www.plindia.com SEBI Registration No.: INM000011237 Legal Advisor to the Issue M/s. ANS Law Associates Advocates & Solicitors 41-A Film Center, 68, Tardeo Road, Mumbai - 400 034 Tel: +91 - 22 - 6660 4761 Fax: +91 - 22 - 6660 4763 Contact Person: Mr. Sharad D. Abhyankar E-mail: anslaw@vsnl.net Registrar to the Issue Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West) Mumbai - 400 078 Tel: +91 - 22 - 2596 0320 Fax: +91 - 22 - 2596 0329 Email: asal.rights@linkintime.co.in Contact Person: Mr. Nilesh Chalke Website: www.linkintime.co.in SEBI Registration No.: INR000004058 Note: Investors are advised to contact the Registrar to the Issue/Compliance Officer of our Company in case of any pre-issue/post issue related problems such as non-receipt of CAF/Abridged Letter of Offer/Letters of

10

Allotment/ Equity Share certificate(s)/ refund orders etc. Bankers to the Issue HDFC Bank Limited I Think Techno Campus, 3rd Floor, Next to Kanjurmarg Railway Station, Kanjurmarg (East), Mumbai - 400 042 Tel: +91 – 22 – 3075 2928 Fax: +91 – 22 – 2579 9801 Contact Person: Mr. Deepak Rane Email: deepak.rane@hdfcbank.com Website: www.hdfcbank.com SEBI Registration No.: INBI00000063 Self Certified Syndicate Banks The list of banks that have been notified by SEBI to act as SCSB for the ASBA Process are provided on http://www.sebi.gov.in. For details on designated branches of SCSB collecting the CAF, please refer the above mentioned SEBI link. Auditors of the Company M/s. Price Waterhouse Chartered Accountants Muttha Towers, 5th Floor, Suite No. 8, Airport Road, Yerwada, Pune - 411 006 Tel: +91 - 20 - 4100 4444 Fax: +91 - 20 - 4100 6161 Registration No. of the firm with ICAI: 301112E Contact Person: Mr. Jeetendra Mirchandani, Partner E-mail: jeetendra.mirchandani@in.pwc.com Membership No.: F 48125 Bankers to the Company HDFC Bank Limited Corporate Banking Millenium Towers, Bhandarkar Road, Pune - 411 004 Tel: +91 - 20 - 2565 6386 Fax: +91 - 20 - 2567 3008 Contact Person: Mr. Mayuresh Apte E-mail: mayuresh.apte@hdfcbank.com State Bank of India Industrial Finance Branch Tara Chambers, Wakdewadi, Pune - Mumbai Road, Pune - 411 003 Tel: +91 - 20 - 2561 8221 Fax: +91 - 20 - 2581 8373 Contact Person: Mr. Rajeev Dahat

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E-mail: rajeev.dahat@sbi.co.in Bank of India Pimpri Branch P. O. Box No. 1101, Pimpri, Pune - 411 018 Tel: +91 - 20 - 2742 3904 Fax: +91 - 20 - 2742 6583 Contact Person: Mr. A.K. Arora E-mail: pimpri.pune@bankofindia.co.in Statement of Inter-se Allocation of Responsibilities for the Issue The following table sets forth the inter-se allocation of responsibilities for various activities for the Lead Manager to the Issue: S. No. Activities Responsibility Coordination

1. Structuring of the Issue, undertaking liaison with the Stock Exchanges

PL Capital Markets Private

Limited

PL Capital Markets Private

Limited 2. Assisting the Company and its legal advisors in drafting the

Draft Letter of Offer, Letter of Offer, the Abridged Letter of Offer and the CAF; Conducting due diligence on the Company and assisting in compliance with regulatory requirements.

PL Capital Markets Private

Limited

PL Capital Markets Private

Limited

3. Assisting in the selection of various agencies connected with the Issue, including printers, advertising agencies, legal advisors bankers to the Issue, deciding on quantum of issue material and selecting collection centers and Registrar to the Issue.

PL Capital Markets Private

Limited

PL Capital Markets Private

Limited

4. Institution of marketing strategies and assisting the Company in preparing the Issue advertisements.

PL Capital Markets Private

Limited

PL Capital Markets Private

Limited 5. Follow-up with the Bankers to the Issue and Self Certified

Syndicate Banks to get quick estimates of collection and advising such Banks about closure of the Issue.

PL Capital Markets Private

Limited

PL Capital Markets Private

Limited 6. Assisting in the listing of the Equity Shares issued pursuant

to the Issue on the Stock Exchanges. PL Capital

Markets Private Limited

PL Capital Markets Private

Limited 7. The post-Issue activities will involve essential follow-up

steps, which include finalization of basis of allotment or weeding out of multiple applications, listing of instruments and dispatch of certificates and refunds, with the various agencies connected with the work such as the Registrar to the Issue, the Bankers to the Issue, and the bank handling refund business.

PL Capital Markets Private

Limited

PL Capital Markets Private

Limited

Credit Rating This Issue being an issue of equity shares, credit rating is not required. IPO Grading This Issue being a rights issue, grading is not mandatory.

12

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

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

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

Underwriting Details The Company has entered into an underwriting agreement dated May 25, 2011 (“Underwriting Agreement”) with PL Capital Markets Private Limited (“Underwriter”) for underwriting the Equity Shares offered through this Issue for a maximum amount up to Rs. 73.66 Million as given in the table below. In terms of the Underwriting Agreement, the Underwriters shall, except to the extent of the subscription by TACO, the Promoter, to its entitlements of Equity Shares in full (“Promoter Subscription”) and any subscription received from the Company’s public shareholders other than Promoter Subscription, be responsible for bringing in a shortfall, if any, at a price of Rs. 52 per Equity Share.

Name and Address of the Underwriters

Number of Equity Shares Underwritten

Underwritten Amount (Rs. in Mn.)

PL Capital Markets Private Limited 3rd Floor, Sadhana House, 570 P. B Marg, Behind Mahindra Tower, Worli, Mumbai - 400 018

14,16,464 73.66

In the opinion of the Board of Directors, the resources of the Underwriter are sufficient to enable it discharge it’s underwriting obligations in full. Minimum Subscription If the Company does not receive the minimum subscription of ninety percent of the issue including the devolvement upon the Underwriters, if any, the entire subscription shall be refunded to the applicants within

13

fifteen days from the date of closure of the Issue. If there is delay in the refund of subscription by more than 8 days after the Company becomes liable to pay the subscription amount, the Issuer will pay interest for the delayed period, at rates prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956.

14

CAPITAL STRUCTURE

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

Particulars Nominal Amount

(Rs. in Mn)

Aggregate Value at

Issue Price (Rs. in Mn)

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

56,65,856 Equity Shares of Rs. 10 each at a premium of Rs. 42 each 56.66 294.62 Paid-up Capital after the Issue 1,58,64,397 Equity Shares of Rs. 10 each 158.64 9,000,000 Preference shares of Rs 10 each 90.00 Share Premium Account Existing Share Premium Account 194.86 Share Premium Account after the Issue assuming Allotment of all Equity Shares offered 432.83

Notes to the Capital Structure

1. Equity Share Capital History

Date of Allotment No. of

Equity Shares

Nominal

Value (Rs.)

Issue Price (Rs.)

Consideration

Reason for Allotment Cumulative Number of

Shares

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

700

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

issued 5,760,000

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

Issue 17,000,494

June 8, 2001 (4,778)* 10 NA NA Cancellation of partly paid up Equity Shares in terms of

16,995,716

15

Date of Allotment No. of Equity Shares

Nominal

Value (Rs.)

Issue Price (Rs.)

Consideration

Reason for Allotment Cumulative Number of

Shares

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

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

16,997,568

(6,799,027)*

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

10,198,541

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

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

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

16

3. Details regarding top 10 Equity Shareholders:

(a) On the date of the Letter of Offer

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

Shares held % of total

Shareholding 1 Tata AutoComp Systems Limited 76,48,906 75.002 Lotus Global Investments Limited 3,01,357 2.953 Samir Jitendra Javeri 65,000 0.64 4 Pinkhem Investments Co. Pvt. Limited 57,500 0.56 5 Anita Ravinder Bhandari jt. Vimala Rajindranath Sethi 54,800 0.546 Brightmoon Supply Pvt. Ltd. 50,000 0.497 Jhaveri Paresh Pravinchandra jt. Jhaveri Bela Paresh 50,000 0.498 Samir Javeri 35,000 0.349 Sunil Kumar Gupta 31,000 0.30

10 Suresh K Jajoo 30,000 0.29

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

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

% of total Shareholding

1 Tata AutoComp Systems Limited 76,48,906 75.002 Lotus Global Investments Limited 3,01,357 2.953 Samir Jitendra Javeri 65,000 0.644 Pinkhem Investments Co. Pvt. Limited 57,500 0.56 5 Anita Ravinder Bhandari jt. Vimala Rajindranath Sethi 54,800 0.546 Brightmoon Supply Pvt. Ltd. 50,000 0.497 Jhaveri Paresh Pravinchandra jt. Jhaveri Bela Paresh 50,000 0.498 Samir Javeri 35,000 0.349 Sunil Kumar Gupta 31,000 0.30

10 Suresh K Jajoo 30,000 0.29

(c) 2 years prior to the date of the Letter of Offer

Sr. No.

Name of the Shareholder No. of Equity Shares held

% of total Shareholding

1 Tata AutoComp Systems Limited 44,73,243 43.862 Gestamp Servicios, S. L. 38,24,453 37.503 Himalayan India Holdings 2,25,292 2.214 Matterhorn Ventures 103,622 1.025 Transportation, Infrastructure and Energy Investments 90,182 0.886 Pinkhem Investments Co. Pvt. Ltd. 57,971 0.577 Aparajeeta IT Software Solutions Pvt. Ltd. 46, 221 0.458 Matterhorn Strategic 39,922 0.399 Amber Advisory Services Pvt. Ltd. 38,000 0.37

10 Pentagon Builders Pvt Ltd. 36,000 0.35

4. Aggregate Shareholding of Promoter and Directors of the corporate Promoter (assuming full subscription to the entitlement):

Name of Promoter Pre-Issue Post-Issue

17

Nature of issue/ acquisition

Face Value (Rs.)

Date of acquisiti

on

Consideration

(Rs. Per

Equity Share)

No. of Shares

% of shareho

lding

No. of Shares

% of

shareholding

Tata AutoComp Systems Limited

As on the date of demerger

10 June 1, 2001

38.28 20,40,058 20.00% - -

Acquired by way of off market transaction

10 April 8, 2002

24.87 1,92,060 1.88% - -

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

10 April 12, 2002

24.87 10,86,283 10.65% - -

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

10 March 26, 2004

60.00 49,77,779 48.81% - -

Total 82,96,180 81.35% - -Less: Sold to Gestamp Servicios, S.L.

10 August 21, 2007

94.96 38,22,937 37.49% - -

Sold in Open Market 10 February 11, 2010

65.03 10,000 0.10% - -

Sold in Open Market 10 February 15, 2010

56.02 6,38,790 6.26 - -

Total 38,24,453 37.50 - -Add: Acquired 38,24,453 Equity Shares from Gestamp Servicios S.L. by way of inter-se transfer

10 December 10, 2010

89.50 38,24,453 37.50 - -

TOTAL 76,48,906 75.00 11,898,298 75.00%

Directors of corporate Promoter

- 10 - - - - - -

5. Shareholding pattern as per clause 35 of Listing Agreement as on March 11, 2011 and after the Issue is as

under (assuming full subscription to the entitlement):

Sr. No.

Category of Shareholders

Number of

Shareholders

Total number of

shares

Number of shares held in

dematerialized form

Total shareholding as a percentage of

Pre-Issue total number of shares

Shares pledged or otherwise

encumbered

Total shareholding as a

percentage of Post-Issue total

number of shares As a

percentage of(A+B)

As a percentage of

(A+B+C)

Number of

shares

As a percent

age

Number of shares

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

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

*100

18

(A) Shareholding of Promoter and Promoter Group

1 Indian

(a) Individuals/ Hindu Undivided Family

- - - - - - - -

(b) Central Government/ State Government(s)

- - - - - - - - -

(c) Bodies Corporate 1 7,648,906 7,648,906 75.00% 75.00% - 0.00% 11,898,298 75.00%

(d) Financial Institutions/ Banks

- - - - - - - - -

(e) Any Others (Specify)

- - - - - - - - -

Sub Total(A)(1) 1 7,648,906 7,648,906 75.00% 75.00% - 0.00% 11,898,298 75.00%

2 Foreign

a Individuals (Non-Residents Individuals/Foreign Individuals)

- - - - - - - - -

b Bodies Corporate - - - - - - - - -

c Institutions - - - - - - - - -

d Any Others (Specify)

- - - - - - - - -

Sub Total(A)(2) - - - 0.00% 0.00% - 0.00% - 0.00%

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

1 7,648,906 7,648,906 75.00% 75.00% - 0.00% 11,898,298 75.00%

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI 1 300 - 0.003% 0.003% - 0.00% 467 0.003%

(b) Financial Institutions / Banks

2 300 - 0.003% 0.003% - 0.00% 467 0.003%

(c) Central Government/ State Government(s)

- - - - - - - - -

(d) Venture Capital Funds

- - - - - - - - -

(e) Insurance Companies

- - - - - - - - -

(f) Foreign Institutional Investors

2 309,635 309,635 3.036% 3.036% - 0.00% 481,654 3.036%

(g) Foreign Venture Capital Investors

- - - - - - - - -

(h) Any Other (specify) - - - - - - - - -

Foreign Mutual Fund

1 120 - 0.001% 0.001% - 0.00% 187 0.001%

Sub-Total (B)(1) 6 310,355 309,635 3.04% 3.04% - 0.00% 482,775 3.04%

B 2 Non-institutions

(a) Bodies Corporate 225 4,41,954 4,41,954 4.33% 4.33% - 0.00% 687,484 4.33%

19

(b) Individuals - - - - - - -

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

3,878 1,223,377 1,146,143 12.00% 12.00% - 0.00% 1,903,031 12.00%

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

20 523,142 523,142 5.13% 5.13% - 0.00% 813,776 5.13%

(c) Any Other (specify) - - - - - - - - 0.00%

(c-i) NRI/OCBs 25 16,360 16,360 0.16% 0.16% - 0.00% 25,449 0.16%

(c-ii) Clearing Members 51 33,497 33,497 0.33% 0.33% - 0.00% 52,106 0.33%

(c-iii) Trusts 2 950 950 0.01% 0.01% - 0.00% 1,478 0.01%

Sub-Total (B)(2) 4,201 2,239,280 2,159,706 21.96% 21.96% - 0.00% 3,483,324 21.96%

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

4,207 2,549,635 2,469,341 25.00% 25.00% - 0.00% 3,966,099 25.00%

TOTAL (A)+(B) 4,208 10,198,541 10,118,247 100.00% 100.00% - 0.00% 1,58,64,397 100.00%

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

- - - - - - - - -

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

4,208 10,198,541 10,118,247 100.00% 100.00% - 0.00% 1,58,64,397 100.00%

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

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

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

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

• On December 10, 2010, as per Share Purchase Agreement dated December 02, 2010 between

Tata AutoComp Systems Ltd ("TACO") and Gestamp Servicios, S. L. ("Gestamp"), TACO acquired 3,824,453 Equity Shares (37.50% of the paid-up equity share capital of our Company) from Gestamp Servicios, S. L. ("Gestamp") at a price of Rs. 89.50 per share by way of inter-se transfer of shares amongst qualifying promoters in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto ("SEBI Takeover Regulations"). Post the above acquisition, Gestamp ceased to be one of the promoters of our Company and our Company is now a subsidiary of TACO. TACO, Gestamp and our Company have complied with all disclosure requirements and other applicable provisions of SEBI Takeover Regulations, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Listing Agreements for this transaction.

20

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

of promoter’s contribution and lock-in are not applicable. 8. The Company has entered into an Underwriting Agreement dated May 25, 2011 (“Underwriting

Agreement”) with PL Capital Markets Private Limited (“Underwriter”) for underwriting the Equity Shares offered through this Issue for a maximum amount up to Rs. 73.66 Million. In terms of the Underwriting Agreement, the Underwriters shall, except to the extent of the subscription by the Promoter, TACO to its entitlements of Equity Shares in full (“Promoter Subscription”) and any subscription received from the Company’s public shareholders other than Promoter Subscription, be responsible for bringing in a shortfall, if any, at a price of Rs. 52 per Equity Share.

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

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

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

from the Issue Opening Date, by way of split/consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible / exchangeable, directly or indirectly for Equity Shares) whether on preferential basis or otherwise except for the redemption of Preference Shares as stated in “Objects of the Issue” starting from page no. 22 of this Letter of Offer. However, if we go in for acquisitions and joint ventures, our Company might consider raising additional capital to fund such activity or use Equity Shares as currency for acquisition and/or participation in such joint venture.

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

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

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

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

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

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

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

18. Our Company has no partly paid up Equity Shares and no calls in arrears. The entire Issue Price of Rs. 52 per Equity Share is to be paid on application. Hence, there will be no partly paid up Equity Shares arising out of this Issue.

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

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

21

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

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

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

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

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

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

our Company.

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

22

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

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

The main objects clause of our Memorandum of Association and objects incidental to the main objects enable us to undertake our existing activities and the activities for which funds are being raised by our Company through this Issue. We intend to utilize the proceeds of the Issue after deducting expenses relating to the Issue (“Net Proceeds”) which is estimated at Rs. 285.73 Mn for the abovementioned objects. Requirement of Funds The fund requirement described below is based on the estimates of our project department and approved by our management. Sr. No.

Particular Fund Requirement (Rs. in Mn)

1. Capital Expenditure at Pantnagar Plant at Uttarakhand 194.412. Redemption of Preference Shares 90.003. General corporate purpose 1.324. Meeting Rights Issue Expenses 8.89 TOTAL 294.62

In view of the dynamic nature of the automotive component industry, our Company may have to revise its capital expenditure requirements due to variations in the cost structure, changes in estimates and/or external factors, which may not be within the control of our management. This may entail rescheduling or revising this planned capital expenditure at the discretion of our management. No working capital requirement is shown as a part of the project cost because our Company’s internal accruals are sufficient for taking care of the nominal increase in working capital requirement after the capital expenditure envisaged above has been incurred. Details of the Objects of the Issue Capital Expenditure at Pantnagar Plant at Uttarakhand (Rs. 194.41 Mn) We are currently supplying various auto components to Tata Motors Limited (“TML”), our major customer from our Pantnagar Plant at Uttarakhand. TML is launching a Passenger Carrier (1 Ton) and a Small Commercial Carrier (0.5 Ton) from its Pantnagar Plant at Uttarakhand. We have received a Letter of Comfort dated September 19, 2008 from TML for supply of some of the components required for these programs. Accordingly, our Company has planned to carry out an expansion at its Pantnagar Plant so that our Company can manufacture components as required by TML for its Passenger Carrier (1 Ton) and Small Commercial Carrier (0.5 Ton) programs. Our existing Pantnagar Plant already has sufficient land, part of the factory shed and other infrastructure including power, water, furniture and fixture and other utilities etc. to carry out the above mentioned expansion. We require expenditure mainly on new Plant & Machinery and its installation cost. For further details about the existing infrastructure and other facilities at our Pantnagar Plant, please refer page no. 52 under the section titled “Our Business” of this Letter of Offer.

23

A detailed breakup of the fund requirement for carrying out the expansion at Pantnagar Plant at Uttarakhand is as follows - A) Passenger Carrier (1 Ton) Project: The estimated project cost the purchase orders placed for acquiring various machineries is about Rs. 65.78 Mn. Project Cost The break-up of the estimated project cost is set forth below in the following table -

(Amount in Rs. Mn) Sr. No.

Machinery Qty. Amount deployed in FY 10

Estimated

amount to be

deployed in FY 11

Total amoun

t

Name of the Supplier

Purchase

Order no.

Purchase Order Date

Amount of

Purchase Order

already placed

1. 1250 Ton Press

1 9.00 41.63 50.63 Indian Sugar and General Engg. Corporation, Haryana

5700000235

23.11.2009 50.63

2. Robot 1 - 9.90 9.90 ABB Limited 5700000334

16.06.2010 9.90

3. Welding Structure

1 1.87 - 1.87 Heavy Steel Works, Pune

5700000211

09.09.2009 1.05

Global Sourcing, Pune

5700000216

13.09.2009 0.38

R. K. Engineers & Contractors, Nainital

5700000212

09.09.2009 0.06

Gulf Electricals, Pune

5700000238

30.11.2009 0.25

OM Engineers,Rudrapur

5700000239

02.12.2009 0.13

Total 1.874. Press

foundation - 0.87 0.87 Reach Cargo

Movers 570000

0414 02.10.2010 0.02

Sukrita Builders Pvt. Ltd.

5700000345

06.07.2010 0.41

Prashant Engineering

5700000358

28.07.2010 0.18

Java Industries 5700000369

8/10/2010 0.02

Sukrita Builders Pvt. Ltd.

5700000426

22.10.2010 0.24

Total 0.875. Press related

allied expenses

- 2.51 2.51 Sri Sharnya Engineering Services

5700000377

24.08.2010 0.03

Sri Sharnya Engineering Services

5700000418

05.10.2010 0.05

Bharati Axa General Insurance

- 27.09.2010 0.06

24

Company Sri Sharnya

Engineering Services

5700000347

16.07.2010 0.02

Vardhman Industries

5700000427

23.10.2010 0.05

Vardhman Industries

5700000428

23.10.2010 0.17

Preoperative Expenses

2.13

Total 2.51 TOTAL 10.87 54.91 65.78 65.78

As on date of filing of this Letter of Offer, our Company has already placed orders for the entire plant and machinery. As certified by M/s. Girish Deshmukh and Associates, Chartered Accountants vide their certificate dated May 21, 2011, our Company has already incurred Rs. 65.78 Mn towards carrying out expansion for Passenger Carrier (1 Ton) Project till April 30, 2011 through our internal accruals. B) Small Commercial Carrier (0.5 Ton) Project: The fund requirement for the capital expenditure for Small Commercial Carrier (0.5 Ton) Project is as mentioned below - Project Cost The total estimated project cost based on the estimate of our project department is about Rs. 128.63 Mn. The break-up of the estimated project cost for Small Commercial Carrier (0.5 Ton) Project is set forth below in the following table -

(Amount in Rs. Mn) Sr. No.

Machinery Qty. Estimated amount to

be deployed in

FY 11

Estimated amount to

be deployed in

FY 12

Name of the Supplier

Purchase Order no.

Purchase Order Date

Amount of

Purchase

Order already placed

1 Presses including Installation and incidental expenses

2 93.51 8.95 The Indian Sugar & General Engg. Corporation, Haryana

2804500001 & 2804500003

16.11.2010 & 17.11.2010

100.69

Bharati Axa General Insurance Company

- 28.02.2011 0.06

ACC Limited 2804500011 & 2804500012

19.11.2010 1.71

Total 102.462 Utilities 9.47 - Cummins India

Limited 5700000338

& 2804530106

22.06.2010 & 25.02.2011

2.64

Java Industries 5700000351 21.07.2010 0.06

25

Voltamp Transformers Limited

5700000312 07.05.2010 0.98

Gulf Electricals 5700000326 , 5700000327,

5700000380, 5700000400

02.06.2010, 27.08.2010

and 13.09.2010

3.61

Bharat Machinery Store

5700000387 03.09.2010 0.32

Kaeser Compressors (India) Pvt. Limited

2804500017 21.12.2010 0.97

Tarang Technical Services

2804500029 07.02.2011 0.14

Trupti Electricals

2804530012 27.11.2010 0.25

Vardhaman Industries

2804530074 23.01.2011 0.50

Total 9.473 New Shed 16.70 Java Industries 5700000277,

5700000308 and

5700000417

21.02.2010, 28.04.2010

and 04.10.2010

3.77

Synergytech Automation Pvt Ltd.

5700000267, 5700000381

and 5700000382

01.02.2010and

27.08.2010

2.16

Electro-fab Crane Industries

2804500007 and

2804530094

17.11.2010 and

14.02.2011

6.49

Vardhaman Industries

5700000383 and

5700000422

27.08.2010 and

19.10.2010

0.70

Gulf Electricals 5700000266 01.02.2010 0.12 Heavy Steel

Works 5700000274 13.02.2010 0.07

Chawla Ispat (P) Limited

5700000265, 5700000286, 5700000295, 5700000302, 5700000310, 5700000317, 5700000328

30.01.2010, 09.03.2010, 18.03.2010, 14.04.2010, 06.05.2010, 14.05.2010

and 08.06.2010

2.50

Bharat Trading Corporation

5700000269 02.02.2010 0.04

Shakti Steel Centre

5700000276 21.02.2010 0.14

Sanjay Enterprises, Rudrapur

5700000290, 5700000291

and

13.03.2010 and

08.06.2010

0.22

26

5700000329 Tata Bluescope

Steel Limited 5700000337 21.06.2010 0.49

Total 16.70 TOTAL 119.68 8.95 128.63

As on date of filing of this Letter of Offer, our Company has already placed orders for the entire project requirements. As certified by M/s. Girish Deshmukh and Associates, Chartered Accountants vide their certificate dated May 21, 2011; our Company has already incurred Rs. 117.88 Mn towards carrying out expansion for Small Commercial Carrier (0.5 Ton) Project till April 30, 2011 through our internal accruals. Redemption of Preference Shares (Rs. 90.00 Million) At the Annual General Meeting held on July 15, 2002, the shareholders of our Company had approved the proposal of issue of 12% Cumulative Redeemable Preference Shares on preferential allotment basis to Tata AutoComp Systems Ltd. (“TACO”), our Promoter. Our Company had allotted 12,000,000 12% Cumulative Redeemable Preference Shares of Rs. 10/- each aggregating to Rs. 120 Mn on September 27, 2002. These shares were due for redemption after 5 years from the date of allotment, however with an option to our Company to redeem the same before maturity. Out of 12,000,000 12% Cumulative Redeemable Preference Shares, 3,000,000 12% Cumulative Redeemable Preference Shares were redeemed on July 29, 2006, by exercising the option of redemption before maturity. Thereafter, the terms of redemption were duly amended from time to time with the consent of TACO (preference shareholder) to extend the due date of redemption. As per the amended terms of redemption, the redemption of 9,000,000 12% Cumulative Redeemable Preference Shares was due on June 30, 2010. The terms of redemption were further amended to extend the due date of redemption to September 30, 2011. Our Company intends to utilize part of the Net Proceeds of the Issue amounting to Rs. 90 Mn to redeem the abovementioned preference shares held by TACO. Therefore, out of total Net Proceeds of the Issue, an amount of Rs. 90 Mn shall be paid to TACO, our Promoter. Other than the above mentioned amount of Rs. 90 Mn, no part of the Net Proceeds of the Issue will be paid as consideration to any of our Promoter/Directors/Key Managerial Personnel/Associate or Group Companies. General corporate purposes (Rs. 1.32 Mn) Our Company intends to deploy the balance Net Proceeds of the Issue aggregating to Rs. 1.32 Mn, toward general corporate purposes, including but not restricted to meeting capital expenditure, repayment of debts and/ or any other purposes as approved by our Board of Directors. Issue Expenses (Rs. 8.89 Mn) The Issue related expenses include, among others, lead management fee, printing and distribution expenses, legal fees, advertisement expenses and registrar fees, depository fees and other fees. The estimated Issue expenses for this Issue are as follows -

Sr. No.

Particulars Expenses (Rs. in Mn.)*

% of Issue Expenses

% of Issue Size

1 Fees of the Lead Manager 2.50 28.12% 0.85%2 Fees to Registrar to the Issue 0.10 1.12% 0.03%3 Fees to the Legal Advisors 0.70 7.87% 0.24%4 Fees to Underwriter 2.21 24.86% 0.75%5 Fees to Auditors' for Restated Accounts

and other certifications 2.20 24.75% 0.75%

27

Sr. No.

Particulars Expenses (Rs. in Mn.)*

% of Issue Expenses

% of Issue Size

6 Commission to SCSBs for ASBA Applications

Nil Nil Nil

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

1.18 13.27% 0.40%

Total Estimated Issue Expenses 8.89 100.00% 3.02% * The above mentioned expenses are exclusive of Service Tax, if any. Means of Finance Our Company intends to finance the aforesaid ‘Objects of the Issue’ using the following Means of Finances -

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

1 Proceeds of this Rights Issue 294.62 2 Internal Accruals Nil

Total 294.62 In order to ensure timely completion of the projects as mentioned in the “Objects of the Issue”, we have and may use part of our internal accruals to temporarily finance certain capital expenditure or fund requirements planned to be met through the proceeds of this Issue. We may therefore, use the proceeds of this Issue to recoup such expenses met out of our internal accruals. If there is any surplus from the Net Proceeds of the Issue after meeting all the above mentioned objects, such surplus proceeds will be used for general corporate purposes. In case of shortfall, if any, in the Net Proceeds to the Issue to meet the Objects of the Issue, we propose to meet the same through internal accruals. In case of any variation in the actual utilization of funds earmarked for the above mentioned Objects of the Issue, increased fund deployment for a particular activity will be financed through internal accruals. We have sufficient internal accrual to utilize towards shortfall in Net Proceeds of the Issue, if any and as per the Restated Financial Statement for the 9 months ended December 31, 2010, our Reserves and Surplus stands at Rs. 366.31 Mn. Thus, provisions of Regulation 4 (g) of the SEBI (ICDR) Regulations for firm arrangements of finance through verifiable means towards 75% of the stated means of finance, excluding the amount to be raised through this Rights Issue and internal accruals does not apply to our Company as we do not propose to avail any borrowed funds for part financing the Object of the Issue. Appraisal Our funding requirements and the deployment of the Net Proceeds of the Issue are based on management estimates and have not been appraised by any bank or financial institution or any other independent third party. Schedule of Implementation Our existing Pantnagar Plant already has sufficient land, factory shed and other infrastructure including power, water, furniture and fixture and other utilities to carry out the proposed expansion. The schedule of implementation is proposed mainly for the purchase and installation of Plant & Machineries. The following are the details of expected implementation schedule for the expansion at our Pantnagar Plant at Uttarakhand – A) Passenger Carrier (1 Ton) Project

28

Sr. No.

Activities Current Status Month of Completion

1 Placement of Order for Plant & Machinery Completed April, 2010 2 Delivery & Erection of Machineries Completed October, 2010 3 Trial Run Completed November, 2010 4 Commercial Production Completed December, 2010

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

Activities Current Status Month of Completion

1 Start of Welddeck Erection Completed March 2010 2 Release of Order for Presses Completed May 2010 3 Completion of Weldshop Shed Construction Completed December 2010 4 Start of Press Shop Shed Construction Commenced May 2011 5 Receipt of Two Presses Received February, 2011 6 Completion of Press Shop Shed Construction Commenced May, 2011 7 Commissioning of Two Presses Commenced May, 2011 8 Start of Production Yet to Commence June, 2011

Deployment of Funds As certified by M/s. Girish Deshmukh and Associates, Chartered Accountant vide their certificate dated May 21, 2011, we have already incurred Rs. 188.02 Mn for the above mentioned Objects of the Issue till April 30, 2011. The details of the same are as under -

(Rs. in Mn) Sr. No.

Objects of the Issue Funds Deployed till April 30, 2011

1 Capital Expenditure incurred for Passenger Carrier (1 Ton) Project 65.782 Capital Expenditure incurred for Small Commercial Carrier (0.5 Ton) Project 117.883 Issue Related Expenses 4.36 Total 188.02

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

(Rs. in Mn) Sr. No.

Objects of the Issue Expenditure incurred till March 31,

2011

Expenditure proposed to

be incurred in FY 2012

Total

1 Capital Expenditure at Pantnagar Plant 183.66 10.75 194.412 Redemption of Preference Shares - 90.00 90.003 General corporate purpose - 1.32 1.324 Issue related expenses 4.36 4.53 8.89 Total 188.02 106.60 294.62

Interim Use of Proceeds of the Issue Pending utilization for the purposes described above, our Company intends to invest the Net Proceeds of issue in quality interest bearing liquid instruments including money market mutual funds and deposits with banks, for the necessary duration. Such investments would be in accordance with investment policies approved by our Board of Directors from time to time. We confirm that pending utilization of the Net Proceeds of the Issue; we shall not

29

use the Net Proceeds of the Issue for investments in the equity markets. Bridge Loan We have not raised any bridge loan from any bank or financial institution for any amount as on the date of filing this Letter of Offer, which are proposed to be repaid from the Net Proceeds of the Issue. Monitoring Utilization of Funds Since this Rights Issue is less than Rs. 5,000 Mn, therefore, there is no regulatory requirement of appointing a monitoring agency to monitor the utilization of the Net Proceeds of the Issue. The Issue proceeds would be utilized within the objects as specified under section “Objects of the Issue” starting from page no. 22 of this Letter of Offer. We shall disclose the utilization of the Net Proceeds of the Issue, including interim use, under a separate head in the annual report till such time the Net Proceeds of the Issue have been utilized, clearly specifying the purpose for which such proceeds have been utilized. We shall also, in the annual report for the applicable fiscal periods, provide details, if any, in relation to all such Net Proceeds of the Issue that have not been utilized, thereby also indicating investments, if any, of such unutilized Net Proceeds of the Issue. Our Board of Directors, through the Audit Committee, will monitor the utilization of the Net Proceeds of the Issue. Pursuant to clause 49 of the Listing Agreements, we shall on a quarterly basis disclose to the Audit Committee the uses and applications of the Net Proceeds of the Issue. On an annual basis, we shall prepare a statement of funds utilized for purposes other than those stated in this Letter of Offer and place it before the Audit Committee. Such disclosure shall be made only until such time that all the Net Proceeds of the Issue have been utilized in full. The statement shall be certified by the statutory auditors of our Company. In terms of clause 43A of the Listing Agreement, we shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating material deviations, if any, in the use of Net Proceeds of the Issue from the Objects of the Issue stated in this Letter of Offer. Further, this information shall be furnished to the stock exchanges along with the interim or annual financial results submitted under clause 41 of the Listing Agreements and shall be published in the newspapers simultaneously with the interim or annual financial results, after placing it before the Audit Committee in terms of clause 49 of the Listing Agreements. BASIC TERMS OF THE ISSUE For the details, please refer to “Issue Related Information” beginning on page no. 201 of this Letter of Offer.

30

BASIS FOR ISSUE PRICE The Issue Price has been determined by our Rights Issue Committee in their meeting held on May 25, 2011. Investors should also refer to “Risk Factors” and “Auditor’s Report” beginning on pages no. xi and 110 respectively, of this Letter of Offer to get a more informed view before making any investment decision. The Face Value of the Equity Shares is Rs. 10 and the Issue Price of Rs. 52 is 5.2 times the Face Value. Qualitative Factors We believe that following are some of the qualitative factors, which need to be considered for determining the basis of Issue Price - • The TATA Brand Value

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

• Proximity to Customers

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

• Quality Certifications

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

• Track record for payment of dividend for last 5 years

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

Quantitative Factors Information presented in this section is derived from the Audited Restated Financial Statements included in this Letter of Offer starting from page no. 110. Some of the quantitative factors, which form the basis for computing the price, are as follows - 1. Basic and Diluted Earnings per Share (EPS)

For the Period Ended Basic and Diluted EPS (Rs.) Weight March 31, 2010 3.06 3 March 31, 2009 (4.50) 2 March 31, 2008 3.77 1 Weighted Average 0.66 2. Price Earning Ratio (P/E) in relation to the Issue Price of Rs. 52 per share

31

a) P/E based on Basic and Diluted EPS for the year ended March 31, 2010 is 17.0 times b) Industry P/E* i. Highest: 32.8 ii. Lowest: 4.8 iii. Industry Composite: 17.5 * Since there is no separate industry classification for the Sheet Metal Components segment, industry data has been based on the broader Auto Ancillaries industry. (Source: Capital Market, Vol. XXVI/02, March 21 - April 03, 2011 (Industry: Auto Ancillaries)) 3. Return on Networth (RoNW)

For the Period Ended RoNW (%) Weight March 31, 2010 7.63 3 March 31, 2009 (11.61) 2 March 31, 2008 8.59 1 Weighted Average 1.38 4. Minimum Return on total Net Worth after Issue needed to maintain Pre-Issue Basic and Diluted EPS

for the year ended March 31, 2010 is 6.36%. 5. Net Asset Value NAV as at March 31, 2010 is Rs. 40.07 per Equity Share and as at December 31, 2010 is Rs. 45.92. Issue price: Rs. 52 per Equity Share NAV after the Issue: Rs. 48.09 per Equity Share 6. Comparison with other listed companies As there are no direct comparable companies for our Company, we have taken into consideration some of the companies comparable in the category titled “Auto Ancillaries”

Company

Year ended

Sales (Rs. Mn)

FV (Rs.)

EPS (Rs.) P/E RoNW

(%)

Book Value per

share (Rs.)

Automotive Stampings and Assemblies Limited

31.03.10 4,140 10 3.06 17.0 7.63 40.07

Peer Group Autoline Industries 31.03.10 2,796 10 10.7 6.0 7.5 152.7Jay Bharat Maruti 31.03.10 8032 5 9.5 4.8 25.2 42.6JBM Auto* 31.03.10 2378 10 7.96 8.0 8.75 62.0 (Source: Capital Market, Vol. XXVI/02, March 21 - April 03, 2011 (Industry: Auto Ancillaries)) *(Source: Annual Report) 7. Face Value of the Equity Shares The Face Value of our Equity Shares is Rs. 10. The Issue Price of Rs. 52 is 5.2 times the Face Value.

32

8. Market Price

The closing prices of the Equity Share of our Company were Rs. 76.90 and Rs. 76.35 on the BSE and NSE, one day before the date when Rights Issue Committee decided Issue Price. On the basis of the above mentioned qualitative and quantitative parameters, the Lead Manager and our Company are of the opinion that the Issue Price of Rs. 52 is justified.

33

STATEMENT OF TAX BENEFITS

March 3, 2011 For the kind attention of the Board of Directors Automotive Stampings and Assemblies Limited G-71/2 MIDC Industrial Area, Bhosari, Pune 411026 We have been engaged to perform a reasonable assurance engagement on the accompanying statement of possible tax benefits (the “Statement”) available to Automotive Stampings and Assemblies Limited (the “Company”) and its shareholders, as of January 27, 2011, which we have initialled for identification purposes only. Company’s Responsibility for the Statement Pursuant to the requirements of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and paragraph B of Part II of Schedule II to the Companies Act, 1956 upon the proposed issue of equity shares on rights basis (the “Issue”), the Company is responsible for the preparation and presentation of the Statement, in accordance with provisions of the Income-tax Act, 1961 [as amended by Finance Act, 2010] and the Wealth Tax Act, 1957, presently in force in India (“Income Tax and Wealth Tax Regulations”). This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances. Auditor’s Responsibility It is our responsibility, pursuant the requirements of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and paragraph B of Part II of Schedule II to the Companies Act, 1956, to express a conclusion on the Statement, based on our work performed and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this Statement. We conducted our work in accordance with the International Standard on Assurance Engagements 3000. This standard requires that we comply with ethical requirements and plan and perform the assurance engagement to obtain reasonable assurance whether the Statement states in all material respects, the possible benefits available to the Company and its shareholders in accordance with Income Tax and Wealth Tax Regulations. A reasonable assurance engagement involves performing procedures to obtain sufficient appropriate evidence whether the Statement has been prepared and presented in accordance with the provisions of the Income Tax and Wealth Tax Regulations. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material incompliance of the Statement with the provisions of the Income Tax and Wealth Tax Regulations. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Inherent Limitation We draw attention to the fact that the Statement includes certain inherent limitations that can influence the reliability of the information.

34

Several of the benefits mentioned in the accompanying statement are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the tax laws. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which may or may not be fulfilled. The benefits discussed in the accompanying statement are not exhaustive. We are informed that the accompanying statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the Issue. Conclusion In our opinion, the Statement presents, in all material respects, the possible benefits available as of January 27, 2011 to the Company and its shareholders, in accordance with the Income Tax and Wealth Tax Regulations. However, owing to the inherent limitations that can influence the reliability of the information in the Statement, as described in the preceding paragraphs, we are unable to express any opinion or provide any assurance as to whether:

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

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

For Price Waterhouse Firm Registration No. 301112E Chartered Accountants

Place: Pune Date: March 3, 2011

5th Floor, Suite No. 8,Airport Road, Yervada, Pune - 411006 Sd/- Jeetendra Mirchandani Partner Membership No. 48125

35

STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO AUTOMOTIVE STAMPINGS AND ASSEMBLIES LIMITED (‘ASAL’ OR ‘THE COMPANY’) AND IT’S SHAREHOLDERS I. GENERAL TAX BENEFITS TO THE COMPANY

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

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

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

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

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

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

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

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

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

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

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

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

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

36

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

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

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

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

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

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

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

4. Other deductions/exemptions/benefits

4.1. As per the provisions of section 72(1) of the Act, the Company is entitled to ‘set-off’ of brought

forward business loss, not being loss sustained in a speculation business, as per the return of income for AY 2010-11, against income in subsequent years.

4.2. Subject to the conditions of section 32(2) read with section 72(2) of the Act, the Company is entitled to ‘set-off’ of brought forward unabsorbed depreciation as per the return of income for AY 2010-11, against income in subsequent years.

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

4.4. In accordance with and subject to the conditions prescribed, the Company will be entitled for a

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

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

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

provisions of Act or the provisions of tax treaty entered into by India with other foreign countries, whichever are more beneficial. Also, in accordance with the provisions of Act and treaty, the Company

37

can claim foreign tax credit in India in respect of doubly taxed income (i.e. where taxes are paid on same income in India as well as outside India).

II. GENERAL TAX BENEFITS TO THE SHAREHOLDERS A. Under the Act 1. To all shareholders

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

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

1.2. In accordance with and subject to the conditions of provisions of section 10(35) of the Act, the shareholders will be eligible for an exemption in respect of the following income: • Income received from units of mutual funds specified under section 10(23D) of the Act; • Income received in respect of units from the Administrator of specified undertaking; and • Income received in respect of units from the specified company.

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

1.4. As per section 88E of the Act, the STT paid by the shareholder in respect of the taxable securities transactions entered into in the course of his business would be eligible for rebate from the amount of income-tax on the income chargeable under the head “Profit and gains of business or profession” arising from taxable securities transactions. As such, no deduction will be allowed in computing the income chargeable to tax as capital gains, such amount paid on account of STT.

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

2. To resident shareholders

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

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

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

38

become chargeable to tax as long-term capital gains in the year in which the bonds are transferred or converted into money.

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

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

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

3.1. A non-resident Indian (i.e. an individual being a citizen of India or person of Indian origin) has an

option of being governed by the provisions of Chapter XII-A of the Act, which inter-alia entitles them to the following benefits in respect of income from shares of an Indian company acquired, purchased or subscribed in convertible foreign exchange. a) According to the provisions of section 115D read with section 115E of the Act and subject to the

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

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

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

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

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

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

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

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

3.3. Under section 112 of the Act and other relevant provisions of the Act, long term capital gains arising on transfer of listed securities/units or zero coupon bond (shares/units would be considered as a long term

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capital asset provided they are held for a period exceeding 12 months), shall be taxed at a rate of 20% (plus applicable surcharge and education cess) after indexation as provided in the second proviso to section 48 or at 10% (plus applicable surcharge and education cess) without indexation, at the option of the shareholders.

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

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

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

4. To mutual funds

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

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

5. To foreign institutional investors (‘FIIs’)

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

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

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

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

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

applicable surcharge and education cess).

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

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

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

6. To venture capital companies/funds

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

a venture capital undertaking, is eligible for exemption from income tax.

B. Under the Wealth Tax Act, 1957

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

Notes: 1. All the above benefits are as per the current tax law as amended by the Finance Act, 2010. They shall be

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

2. The current Act is proposed to be replaced by the New Direct Tax Code 2010 (DTC) with effect from April 1, 2012. The tax implications on account of provisions of DTC have not been examined by us.

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

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

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

advisor with respect to specific tax consequences of his/her participation in the Issue.

5. The above Statement of Tax Benefits sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares.

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

views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. We will not be liable to any other person in respect of this Statement.

Place: Pune Date: March 3, 2011

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SECTION IV: ABOUT US

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

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

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

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

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

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

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

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

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

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

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

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

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OUR BUSINESS

OVERVIEW We are in the business of manufacturing sheet metal stampings, welded assemblies and modules for the automotive industry. We are primarily a Tier-I (auto component companies that supply directly to the OEMs) auto components supplier. Our Company was incorporated in 1990 under the name of JBM Tools Limited – promoted by the SK Arya group (“SKA”) and Haryana State Industrial & Infrastructure Development Corporation (“HSIIDC”). In 1997, the Tata Group (Tata AutoComp Systems Ltd. – TACO & Tata Industries Limited – TIL) entered into a 50:50 Joint Venture with the then promoter, SKA. In April 2002, TACO and TIL bought over SKA’s holding in our Company to increase their combined shareholding to 81.35%. The name of our Company was changed to Automotive Stampings and Assemblies Limited (“ASAL”) w.e.f. August 1, 2003. In year 2004, TIL transferred its shares (except 100 shares) to TACO, making the latter the majority shareholder. In February 2007, in order to benefit from Spanish group Gestamp’s technological expertise, a share purchase agreement dated February 13, 2007 was signed between TACO and Gestamp Servicios, S.L. Subsequently, in August, 2007, Gestamp Servicios, S.L. became the joint promoter of our Company by acquiring 37.49% stake from TACO and 0.01% from public through an open offer made in terms of SEBI Takeover Code. This collaboration with Gestamp opened doors to new technologies in the auto-component industry and the ‘Technology Transfer and Technical Assistance Agreement’ was entered with Gestamp Group. These technologies include Cold Stampings of Ultra High Strength Steel, Remote Lazor Welding and Hot stampings. On January 27, 2010, TIL has sold its balance shareholding of 100 shares in the open market. Pursuant to this sale of 100 shares, TIL has informed our Company that it has ceased to be one of the promoters of our Company. On December 10, 2010, as per Share Purchase Agreement dated December 02, 2010 between TACO and Gestamp Servicios, S. L., TACO acquired 3,824,453 equity shares (37.50% of the paid-up equity share capital of our Company) from Gestamp Servicios, S. L. at a price of Rs. 89.50 per share by way of inter-se transfer of shares amongst qualifying promoters in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto. Post the above acquisition, Gestamp ceased to be one of the promoters of our Company and our Company is now a subsidiary of TACO. Consequent to the sale of the entire stake in our Company by Gestamp to TACO, our Board of Directors approved the proposal to discontinue the existing arrangement of technology support / technical assistance with Gestamp Group Company viz. Estampaciones Metalicas Vizcaya SA simultaneously with the transfer of shares as per the Agreement by entering into the "Waiver and Termination Agreement", subject to payment of outstanding royalty to Estampaciones Metalicas Vizcaya SA and our Company's continued enjoyment of an unfettered right at all times to continue the manufacture of the products as at present, without payment of any further royalty. We are into the production of a wide range of sheet metal components which form about 60% of the mass of a vehicle. The outer part of the body of a vehicle is made from sheet metal pressings. Sheet metal sub-assemblies are used in the underbody of the vehicle, exhaust systems, fuel tanks, skin panels, brackets, oil sumps and structural panels. Our product mix can be broadly classified into three categories: (i) components; (ii) welded assemblies and (iii) modules/aggregates. Some of the products manufactured by us are skin panels, cabin and BIW parts, suspension parts, underbody parts, fuel tanks and oil sumps. Our products mainly cater to passenger and commercial vehicles. We also manufacture sheet metal components for tractors. Our customers are some of the prestigious vehicle manufacturers like Tata Motors Limited, General Motors India Private Limited, Fiat India Automobiles Limited, Piaggio Vehicles Private Limited and John Deere Equipment Private Limited. Our Company has four plants located at Bhosari (Maharashtra), Chakan (Maharashtra), Halol (Gujarat) and Pantnagar (Uttarakhand). The Pantnagar plant with 17,000 MT pressing capacity is the Greenfield project which

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started operations in 2008-09. OUR COMPETITIVE STRENGTHS We believe that we have the following competitive strengths - • The TATA Brand Value

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

• Proximity to Customers

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

• Quality Certifications

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

• Track record for payment of dividend for last 5 years

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

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

Sr. No.

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

Installed Capacity (MT per annum)

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

For the details of Plant & Machineries for our proposed expansion at Pantnagar Plant at Uttrakhand, please refer to section titled “Objects of the Issue” starting from page no. 22 of this Letter of Offer. The brief details about our existing plant & machineries, infrastructure facilities, main products manufactured and key customers for each of our four above mentioned plants are given as under - Bhosari Plant Facility The Bhosari plant started operations on December 25, 1995 and is spread on an area of about 9,000 sq. mts. Further details about the plant are given below -

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

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

tower • One Weigh bridge • One goliath crane

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

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

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

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

Capacity & Capacity utilization We have planned to increase the module assembly activity in the Bhosari Plant for the purpose of getting new business for Vehicle Under Body Components like the Rear Twist Beam and Sub-frame Higher End Assemblies. For this purpose, the current stamping activity at Bhosari is planned to be shifted to Chakan where the adequate

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space is available in the existing plant. The installed capacity and capacity utilizations of the Bhosari plant for past and projected three Fiscal Years is given below -

Fiscal Year Installed Capacity (MT) Avg. Capacity Utilization (%) FY07 8000 65% FY08 8000 70% FY09 8000 70% FY10 8000 75% FY11 8000 80% FY12E 8000 85% FY13E 8000 85% FY14E 8000 85%

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

• Piaggio Vehicles Pvt. Limited • Tata Motors Limited • Tata Toyo Radiator Limited

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

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

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

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• One 1500 Tonnes double action press • Two 800 Tonnes single action press • Two 630 Tonnes single action press • One 315 Tonnes single action press • One 500 Tonnes single action press • One 600 tonnes single action presses • One 250 Tonnes single action press

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

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

Capacity & Capacity utilization The installed capacity and capacity utilizations of the Chakan plant for past and projected three Fiscal Years is given below - Fiscal Year Installed Capacity (MT) Avg. Capacity Utilization (%) FY07 41,620 70% FY08 52,820 72% FY09 52,820 73% FY10 52,820 75% FY11 56,820 75% FY12E 60,820 80% FY13E 60,820 85% FY14E 60,820 85% Customers Major Customers supported by Chakan plant are as given below -

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

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

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

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

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

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

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

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

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FY09 11,900 27% FY10 11,900 37% FY11 11,900 48% FY12E 11,900 55% FY13E 11,900 75% FY14E 11,900 75% Customers Major Customers supported by Halol plant are as given below -

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

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

• 1250 Tonnes Press • Four 800 Tonnes single action presses • Two 500 Tonnes single action presses • 30 Tonnes Double Girder EOT Crane (2 Nos.) • 5 Tonnes Single Girder EOT Crane • Spot welding machines • Two Scrap conveyors • Six nos. ABB robots • One Hydraulic Special Purpose Machine (“SPM”) • Dispatch Dock Leveler • Tool Room facility for Die Maintenance • Storage of Raw Material with 5 Tonne Goliath Crane facility • Under-ground Conveyor System for Scrap transfer and collection

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

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

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Capacity The installed capacity and capacity utilization for FY 09 & FY 10 and projections for further 3 fiscal years is as given below – Fiscal Year Installed Capacity (MT) Avg. Capacity Utilization (%) FY09 17,000 50% FY10 17,000 80% FY11 20,000 80% FY12E 25,000 85% FY13E 30,000 85% FY14E 30,000 85% Customers Major Customer supported by Pantnagar plant is Tata Motors Limited. PRODUCTION PROCESS The manufacturing process of sheet metal components involves a series of operations on sheet metal with the help of press tools on mechanical and hydraulic presses to attain the required shape and form. Subsequently, two or more components are welded together to form sub-assemblies and assemblies. First, the steel sheets are sheared into optimum sized strips for the preparation of blanks, depending on the specifications of various components. The prepared strips are loaded onto the mechanical/hydraulic presses of the required tonnage in the press shop and subjected to various operations like blanking, drawing, trimming, piercing, forming, bending, notching etc., with the help of dies (press tool) designed for the purpose. The sheet metal components, after pressing, are inspected with the help of panel checkers. Once checked, the sheet metal components are coated with anti rust oil and stored for welding, if required. The components, which do not require welding, are directly sent to the finished stores for despatch. The components that require assembly are sent to the weld shop. The welding process is generally done manually or by robots using MIG/projection welding/seam welding. After welding, the sub assemblies are inspected on inspection gauges, coated with anti rust oil and sent to the finished stores ready for despatch. Some of the assemblies are also powder coated. Different processes followed in our Company are summarized as under -

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

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

Sheet metal components

Panel checkers, etc.

Inspection, coated with anti rust oil

Quality

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

Welding components, if assembly is required.

Assemblies, sub- assemblies

Conveyorized powder coating / autophoretic facility

Powder coating / autophoretic coating, if required

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

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COLLABORATIONS 1. Our Company has executed an Administrative Support Agreement dated February 9, 2011 with TACO,

Promoter of our Company, on the terms and conditions stated therein. 2. Our Company has executed a Brand Equity and Business Promotion Agreement dated May 24, 2006 with

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

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

Product Category

FY 10 FY 09 FY 08 Consumpti

on % of total

raw material

consumption

Consumption

% of total raw

material consumptio

n

Consumption

% of total raw

material consumptio

n BOP Component 1,095.80 34.31% 696.67 25.56% 423.65 19.23%MS Sheets 2,008.59 62.89% 1,839.51 67.48% 1,765.03 80.13%Others like Pipes, Angles, dies etc.

89.41 2.80% 189.80 6.96% 14.07 0.64%

Total 3,193.80 100.00% 2,725.98 100.00% 2,202.75 100.00% RAW MATERIAL SUPPLIERS We are supported by our major customer Tata Motors Limited for procuring majority of our raw materials. Tata Motors Limited, on our behalf, negotiates with our major raw material suppliers, namely Tata Steel, Ispat Industries and Essar Steel on the terms and conditions favourable to us. The break up of domestic & imported raw material is given below - Particulars FY 10 FY 09 FY 08

Raw material and bought out part consumption

% of total consumption

Raw material and bought out part consumption

% of total consumption

Raw material and bought out part consumption

% of total consumption

Domestic Procurement

3,126.82 97.90% 2,640.67 96.87% 2,111.76 95.87%

Imports 66.98 2.10% 85.31 3.13% 90.99 4.13%Total 3,193.80 100% 2,725.98 100.00% 2,202.75 100.00% The contributions of our top 10 suppliers in our total raw material & bought-out part purchases during last 3 Fiscal years are given below –

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(Rs. in Mn.)

Particulars FY10 FY09 FY08

Purchases (Rs. in Mn)

% of total purchases

Purchases (Rs. in Mn)

% of total purchases

Purchases (Rs. in Mn)

% of total purchases

Top supplier 651.58 18.04% 1,026.38 32.35% 1,000.14 41.19%Top two suppliers 1,302.36 36.05% 1,670.52 52.65% 1,520.31 62.61%Top three suppliers 1,935.91 53.59% 1,909.45 60.18% 1,657.69 68.27%Top four suppliers 2,081.43 57.62% 2,039.14 64.27% 1,786.49 73.57%Top five suppliers 2,207.29 61.10% 2,155.54 67.94% 1,854.71 76.38%Top six suppliers 2,305.14 63.81% 2,238.29 70.55% 1,921.87 79.15%Top seven suppliers 2,402.88 66.51% 2,312.00 72.87% 1,973.97 81.29%Top eight suppliers 2,496.74 69.11% 2,378.79 74.98% 2,023.85 83.34%Top nine suppliers 2,585.81 71.58% 2,435.15 76.76% 2,065.69 85.07%Top ten suppliers 2,669.83 73.91% 2,485.32 78.34% 2,103.03 86.61% HUMAN RESOURCE POLICY The Head of Human Resource compiles the documented position profile for all positions in our Company in consultation with the respective head of department’s requirement of the personnel and ensures that competent personnel are appointed. Competence is defined on the basis of appropriate education, training, skill and experience. Our HR policy defines processes to

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

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

Training needs are identified & training programmes are planned and conducted including on-the-job training to achieve competence of all personnel performing activities affecting product quality. It is ensured that the personnel performing specific assigned tasks like conducting audits, conducting special process operations, inspection & testing are qualified, as required, with particular attention to the satisfaction of customer requirements. On-the-job training is provided for personnel in case of any new or modified job affecting product quality, including contract or agency personnel. Personnel whose work can affect product quality are informed about the consequences to the customer of nonconformity to quality requirements. It is also ensured that the personnel are aware of the relevance & importance of their activities and their role in achieving the quality objectives / quality policy commitments. Certain schemes / processes like award / prize distribution, recognition of achievements, promotion etc. are practiced to motivate employees to achieve objectives and to improve performance continually and / or to initiate innovative ideas towards improvement. Innovative ideas are incorporated in company practices by imparting experience / discussion after any visit to other companies / seminars/ exhibition. The overall focus is promotion of quality & technological awareness throughout the whole organization. MANPOWER As on February 28, 2011 we have 3,032 employees. Function-wise break-up of our employees is as follows -

Function / Department Employee Strength Production & Maintenance, Tool Room 54 Materials Procurement & Marketing 26 Operations, Stores & Dispatch 102

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Function / Department Employee Strength Quality Assurance & Business Excellence /Engg. 38 Finance & Systems 15 HR & Administration 21 Workers:

Permanent Trainees / Apprentice/ on Contract

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2,367 Total 3,032 The plant wise break-up of our manpower is as under - Location Employee Strength

Permanent On Contract Temporary Trainees

Trainees / Apprentice

Total

Bhosari 150 88 582 14 834 Chakan 309 52 1,408 38 1,807 Halol 47 9 71 18 145 Pantnagar 41 12 122 17 192 Corporate Office 42 0 0 12 54 Total 589 161 2,183 99 3,032 We hire temporary workers for semi-skilled jobs to meet peak load requirements. Some of our employees are represented by Labour Unions namely Engineering Kamgar Sangh at Chakan Plant and ASAL Kamgar Sanghatana at Bhosari Plant. Our Company has entered into Settlement Agreements with the respective Labour Unions. The details of the said Settlement Agreements are - (a) Memorandum of Settlement dated May 11, 2009 has been signed between our Company and the workmen

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

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

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

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

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Body in White Components Body in White (BIW) parts are those panels of the car body that give mechanical strength to the vehicle body. These are called structural panels and are hidden from the user’s view. We make various BIW parts such as wheel arch, panel fire wall, tail gate inner, door and bonnet inner, panel dash etc. The major customers of this category of products are Tata Motors Limited (for Safari, Mobile, Indica, Vista, Indigo and Manza) and Fiat India Automobiles Private Limited (for Palio, Linea and Punto). Under Body Members Assembly frame front floors, longitudinal rear, cross member rear floor and penal rear floor (Indigo) are examples of under body members manufactured by us for our customers. The major customer of this category of products is Tata Motors Limited (for its Indica and Indigo models). Fuel Tanks We manufacture fuel tanks used by Tata Motor Limited’s Indigo. We also manufacture fuel tanks for the Tata Motor’s Indica. The major customer of this category of products is Tata Motors Limited (for Indica and Indigo). Chassis and Suspension Parts Trailing arms, suspension tower rear, sub-frame and rear twist beam (for Indica Vista) are some of the chassis and suspension parts manufactured by us. The major customer of this category of products is Tata Motors Limited (for its Indica and Indigo models). Fenders We manufacture Fender Assemblies for tractors. This component is supplied to John Deere Tractors. Oil Sumps We make oil sumps for engines. The main customer of this category of products is Tata Motors Limited (for Indica and Indigo models and Commercial Vehicles). Out of the above product categories, sale of BIW parts constitute around 60% of the total revenues. CUSTOMERS We have a skewed customer base, with Tata Motors forming our major customer with share of 63.68% in FY09 and 64.91% in FY10 in our Net Sales, respectively. Other customers include Piaggio vehicles, Tata Toyo Radiator Limited, Ford Motor Company (Turkey and South Hampton, UK), Fiat India Automobiles Ltd. (Fiat India), John Deere Equipment Pvt. Ltd., General Motors India Ltd., Hitachi Home & Life Solutions, Setco Automotive etc. Break up of domestic & export sales are as given below - (Rs. in Mn)

Particulars FY10 FY09 FY08 Net Sales % of net

sales Net Sales % of net

sales Net Sales % of net

sales Domestic Sales 4,113.94 99.37% 3,417.54 99.09% 2,953.67 98.24%Exports 25.93 0.63% 31.34 0.91% 52.92 1.76%Total 4,139.87 100.00% 3,448.88 100.00% 3,006.59 100.00% The contributions of our top 10 customers in our net sales during last 3 Fiscal years are given below –

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(Rs. in Mn.)

Particulars FY10 FY09 FY08

Net Sales % of net sales Net Sales % of net

sales Net Sales % of net sales

Top customer 2,687.04 64.91% 2,196.29 63.68% 1,869.40 62.18%Top two customers 2,965.37 71.63% 2,359.13 68.40% 2,036.92 67.75%Top three customers 3,168.04 76.53% 2,520.15 73.07% 2,155.71 71.70%Top four customers 3,320.89 80.22% 2,578.82 74.77% 2,268.87 75.46%Top five customers 3,413.19 82.45% 2,627.31 76.18% 2,323.54 77.28%Top six customers 3,492.05 84.35% 2,666.59 77.32% 2,375.63 79.01%Top seven customers 3,513.71 84.87% 2,705.70 78.45% 2,406.91 80.05%Top eight customers 3,528.40 85.23% 2,726.14 79.04% 2,427.27 80.73%Top nine customers 3,541.13 85.54% 2,745.02 79.59% 2,441.70 81.21%Top ten customers 3,544.95 85.63% 2,749.61 79.72% 2,442.98 81.25% COMPETITORS Our competitors can be segregated into following four categories -

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

• Expansion at our Pantnagar Plant at Uttarakhand

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Tata Motors Limited, our major customer has launched a Passenger Carrier (1 Ton) and a Small Commercial Carrier (0.5 Ton) from its Pantnagar Plant at Uttarakhand. We have received the order for providing sheet metal assemblies for Tata Motors Limited’s vehicles. In order to cater to this order, we are looking at expansions at out Pantnagar Plant. For further details about our above mentioned expansion plan, please refer to “Objects of the Issue” beginning on page no. 22 of this Letter of Offer.

• OEM centric business

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

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

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

Description of property

Counter Party Date and Type of instrument

executed

Maturity of Agreement

Consideration

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

State Infrastructure & Industrial Development Corporation of Uttaranchal Ltd. and Tata Motors Limited

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

Execution of Lease Deed is pending

Rs. 2.48 Mn

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

Space Age Industrial Projects Ltd.

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

95 years Lease from May 1, 1979

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

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

1. Jayeshbhai Ashokbhai Patel 2. Rasikaben w/o Kunalchandra Patel for herself and as Guardian of her children Akshay Kumar K.

October 7, 1994 Deed of Conveyance registered with Sub-Registrar of Assurances, Savli under no. 770/1994 dated

Owned Rs. 0.60 Mn

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Sr. No.

Description of property

Counter Party Date and Type of instrument

executed

Maturity of Agreement

Consideration

Patel, Ankur Kumar K. Patel and Anuradhaben K Patel

October 7, 1994.

4. Chakan Land a. Land at Gate No.

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

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

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

Owned Rs. 0.33 Mn

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

Namdev Bhiku Gavate

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

Owned Rs. 0.02 Mn

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

Laxman Maruti Medankar

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

Owned Rs. 0.62 Mn

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

Pandit Maruti Medankar& others

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

Owned Rs. 1.15 Mn

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

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

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

Owned Rs. 0.07 Mn

INSURANCE

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Our Company has insurance coverage, which it considers adequate to cover all normal risks associated with the operation of the business. Our Company believes that its current level of insurance coverage is in line with industry norms in India. Our Company has taken a Business Guard Commercial Insurance Policy from TATA AIG Insurance for a period from February 1, 2010 to March 30, 2011, details of which are given hereunder:

Sr. No.

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

1 Fire and Allied Perils Earthquake 3,484.67 2 Burglary 119.79 3 Money Insurance 0.70 4 Business Interruption 983.60 5 Electronic Equipment/ All Risks

(Portable Equipment)

4.44 Total 4,593.20

Our Company has also availed a transit insurance policy.

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KEY INDUSTRY REGULATIONS

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

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

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

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

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

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Under the Workmen’s Compensation Act, 1923, (the “WC Act”) if personal injury is caused to a workman by accident during the course of employment, his employer is liable to pay him compensation. However, no compensation is required to be paid (i) if the injury does not disable the workman for more than three days, (ii) where the workman, at the time of injury, was under the influence of drugs or alcohol or (iii) where the workman willfully disobeyed safety rules. Industry Related Legislation Environment Protection Laws The major statutes in India which seek to regulate and protect the environment against pollution related activities in India include the Water (Prevention and Control of Pollution) Act 1974, the Air (Prevention and Control of Pollution) Act, 1981 and the Environment Protection Act, 1986 (the “Environment Protection Act”). The basic purpose of these statutes is to control, abate and prevent pollution. In order to achieve these objectives, Pollution Control Boards (the “PCBs”), which are vested with diverse powers to deal with water and air pollution, have been set up in each state. The PCBs are responsible for setting the standards for maintenance of clean air and water, directing the installation of pollution control devices in industries and undertaking inspection to ensure that industries are functioning in compliance with the standards prescribed. These authorities also have the power of search, seizure and investigation if the authorities are aware of or suspect pollution that is not in accordance with such regulations. All industries and factories are required to obtain consent orders from the PCBs, which are indicative of the fact that the factory or industry in question is functioning in compliance with the pollution control norms. These consent orders are required to be renewed annually. The issue of management, storage and disposal of hazardous waste is regulated by the Hazardous Waste Management Rules, 1989 made under the Environment Protection Act. Under these rules, the PCBs are empowered to grant authorization for collection, treatment, storage and disposal of hazardous waste, either to the occupier or the operator of the facility. Water (Prevention and Control of Pollution) Act, 1981 The Water (Prevention and Control of Pollution) Act, 1981 (the “Water Act”) prohibits the use of any stream or well for the disposal of polluting matter, in violation of standards set down by the state PCB. The Water Act also provides that the consent of the State PCB must be obtained prior to opening of any new outlets or discharges, for discharge sewage or effluent. In addition, the Water Cess Act, 1977 requires a person carrying on any industry which involves the use of water to pay a cess in this regard. The person in charge is required to affix meters of certain prescribed standards in order to measure and record the quantity of water consumed by such industry. Furthermore, a monthly return showing the amount of water consumed in the previous month must also be submitted. Air (Prevention and Control of Pollution) Act, 1981 Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”) under which any individual, industry or institution responsible for emitting smoke or gases by way of use of fuel or chemical reactions must apply in a prescribed form and obtain consent from the state pollution control board prior to commencing any activity. The state PCB is required to grant, or refuse, consent within four months of receipt of the application. The consent may contain conditions relating to specifications of pollution control equipment to be installed. Within a period of four months after the receipt of the application for consent, the state PCB shall, by an order in writing, and for reasons to be recorded in the order, grant the consent applied for subject to such conditions and for such period as may be specified in the order, or refuse consent. Foreign Trade Policy Under the Foreign Trade (Development and Regulation) Act, 1992, the Indian Government is empowered to periodically formulate the Export Import Policy (the “EXIM Policy”) and amend it thereafter whenever it deems

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fit. All exports and imports must be in compliance with the EXIM Policy. The iron and steel industry has been extended various schemes for the promotion of exports of finished goods and imports of inputs. The major schemes available are the Duty Exemption and Remission Scheme, the Export Promotion of Capital Goods (“EPCG”) Scheme and the Target Plus scheme. The Duty Exemption Scheme enables duty free imports of inputs required for the production of exports by obtaining an advance license. The Duty Remission Scheme enables post export replenishment/remission of duty on inputs used in the export product. This scheme consists of a Duty Free Replenishment Certificate (“DFRC”), the Duty Drawback Scheme (“DBK”) and the Duty Entitlement Pass Book (the “DEPB”). While a DFRC enables duty free replenishment of inputs used for the manufacture of exports, under the DEPB Scheme, exporters on the basis of notified entitled rates are granted duty credit, which would entitle them to import goods, except capital goods, without duty. The current DEPB rates for saleable products manufactured by the Company range from 2% to 5%. The EPCG Scheme permits the import of capital goods at a concession rate of duty of 3% and in some cases at 0% subject to additional export obligation, which is linked to the amount of duty saved at the time of import of such capital goods as per the provisions of the EXIM Policy. Excise Regulations The Central Excise Act, 1944 seeks to impose an excise duty on excisable goods which are produced or manufactured in India. The rate at which such a duty is imposed is contained in the Central Excise Tariff Act, 1985. However, the Indian Government has the power to exempt certain specified goods from excise duty by notification. Steel products are classified under Chapter 72 of the Central Excise Tariff Act and presently attract an ad-valorem excise duty at the rate of 10% and also an education cess of 3% over the duty element. Customs Regulations All imports into India are subject to duties under the Customs Act, 1962 at the rates specified under the Customs Tariff Act, 1975. However, the Indian Government has the power to exempt certain specified goods from customs duty by notification. The customs duty on iron and steel items falling under Chapter 72 of the Custom Tariff Act, 1975 has been reduced sharply during the last five years. The current custom duty on non-alloy steel is 10%. The current basic custom duties on imports of raw materials range up to 10%. Other Regulations In addition to the laws, rules and regulations outlined in the aforesaid sections, various rules and regulations of jurisdictions’ other than India, where the Company has its operations are also applicable to the Company. Apart from the above, other laws and regulations that may be applicable to the Company include the following: • Explosives Act, 1884 • Employees’ State Insurance Act, 1948 • Payment of Wages Act, 1936 • Apprentices Act, 1961 • Bombay Labour Welfare Fund Act, 1953 • Employers Liability Act,1938 • Equal Remuneration Act,1976 • Industrial Employment (Standing Orders) Act, 1946 • Labour Laws (Exemption from Furnishing Returns and Maintaining Registers by certain

Establishments) Act 1988 • Maharashtra Employment Guarantee Act, 1977

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• Maharashtra Private Security Guard Regulation of Employment & Welfare Act, 1981 • Maharashtra Recognition of Trade Union & Prevention Of Unfair Labour Practices Act, 1971 • Maharashtra State Tax on Professions, Trades, Callings And Employments Act, 1975 • Maharashtra Workmen’s’ Home Rent Allowance Act 1983 • Maternity Benefits Act 1961 • Minimum Wages (Maharashtra Amendment) Act, 1976 • Minimum Wages Act, 1948 • Personal Injuries (Compensation Insurance) Act, 1963 • The Employees State Insurance Act, 1948 • The Employment Exchanges (Notification Of Vacancies) Act, 1959 • Weekly Holidays Act, 1942 • Workmen’s Compensation Act, 1923 • Foreign Exchange Management Act, 1999 • Public Liability Insurance Act 1991

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HISTORY AND CORPORATE STRUCTURE Our History Our Company was incorporated in 1990 under the name of JBM Tools Limited, by the SK Arya group (“SKA”) and Haryana State Industrial & Infrastructure Development Corporation (“HSIIDC”) being the then promoters. In 1997, our Company, pursuant to an agreement between SKA and TACO, was converted into a Joint Venture between TACO, its affiliate TIL and SKA. Pursuant to the Scheme of Arrangement sanctioned by the High Court of Judicature at Delhi, the Faridabad undertaking of the Company was transferred to erstwhile Precious Estates Private Limited (now known as JBM Auto Limited) in June 2001; the authorized share capital and the paid up capital of the Company was reduced; and the registered office of the Company was shifted from Delhi to Pune. In April 2002, TACO and TIL bought over SKA’s shareholding in our Company and increased their combined shareholding to 81.35%. Subsequently, TIL transferred its shareholding in our Company (except for 100 shares) to TACO in March 2004 and our Company became a subsidiary of TACO. Pursuant to the special resolution passed by the members and shareholders of the Company on June 30, 2003 and a fresh certificate of incorporation issued by the Registrar of Companies, Pune dated August 1, 2003; the name of the Company was changed from JBM Tools Limited to Automotive Stampings and Assemblies Limited. In February 2007, in order to benefit from Spanish group Gestamp’s technological expertise, a share purchase agreement dated February 13, 2007 was signed between TACO and Gestamp Servicios, S.L. Subsequently, in August, 2007, Gestamp Servicios, S.L. became the joint promoter of our Company by acquiring 37.49% stake from TACO and 0.01% from public through an open offer made in terms of SEBI Takeover Code. On January 27, 2010, Tata Industries Limited (‘TIL’) sold its shareholding of 100 equity shares of our Company in the open market at a price of Rs 68.96 per equity share. Pursuant to this sale of 100 shares, TIL has intimated to our Company that it has ceased to be one of the promoters of our Company. Appropriate filings in compliance with applicable laws and regulations have been made with relevant authorities. Accordingly, TIL has ceased to be a promoter of our Company. On December 10, 2010, as per Share Purchase Agreement dated December 02, 2010 between TACO and Gestamp Servicios, S. L., TACO acquired 3,824,453 equity shares (37.50% of the paid-up equity share capital of our Company) from Gestamp Servicios, S. L. at a price of Rs. 89.50 per share by way of inter-se transfer of shares amongst qualifying promoters in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto. Post the above acquisition, Gestamp ceased to be one of the promoters of our Company and our Company is now a subsidiary of TACO. Consequent to the sale of the entire stake in our Company by Gestamp to TACO, our Board of Directors approved the proposal to discontinue the existing arrangement of technology support / technical assistance with Gestamp Group Company viz. Estampaciones Metalicas Vizcaya SA simultaneously with the transfer of shares as per the Agreement by entering into the "Waiver and Termination Agreement", subject to payment of outstanding royalty to Estampaciones Metalicas Vizcaya SA and our Company's continued enjoyment of an unfettered right at all times to continue the manufacture of the products as at present, without payment of any further royalty. Changes in Registered Office The table below shows the changes in the Registered Office of our Company since Incorporation - Previous Address New Address Reason for

Change Date of Change

Chiranjiv Tower, 43, Nehru Place, New Delhi

703B-704, 89, Hemkunt Chambers, Nehru Place,

For operational convenience

July 1, 1998

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

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

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

June 8, 2001

Major events in the History of our Company

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

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

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

various Original Equipment Manufacturers (OEM) of Automobiles. January 1994 Our Company commenced operations for manufacture of sheet metal components

Project for manufacture of 3500 tpa of sheet metal components became fully operational March 1994 Our Company’s maiden IPO of 1.1 million shares of Rs 10 each for cash at par aggregating to

an issue size of Rs 11 million opened for subscription. IPO was to part finance a project for manufacture of sheet metal components with an installed capacity of 3500 tons per annum (tpa)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

August 2007 Gestamp Servisios, S.L. becomes joint promoter by acquiring 37.50% stake in our Company

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May 2008 Our Company’s new plant for manufacture of sheet metal components with a capacity of 17,000 tpa at Pantnagar at Uttarakhand

December 2010 Share Purchase Agreement was entered into between TACO & Gestamp Servicios, S.L. whereby TACO purchased entire shareholding of Gestamp Servicios, S.L. Consequently, Gestamp ceased to be one of the promoters of our Company and our Company became a subsidiary of TACO.

Main Objects of our Company The main objects as set out in the Memorandum of Association of Automotive Stampings and Assemblies Limited are as under:

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

2. To carry on the business of designing, manufacturing, developing, fabricating, assembling, improving,

buying, selling, importing, exporting and dealing in all kinds of pressings, forgings, stampings, rolling, castings, laminations, fabrications, extrusions, automatic machines, electrical, electronic mechanical, components and auto parts.

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

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

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

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

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

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

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

Date of Shareholders’

approval

Changes

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

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

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

the Sanction of the Scheme of Arrangement by the Delhi High Court

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Date of Shareholders’

approval

Changes

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

July 15, 2002 Increase in Authorized Share Capital of the Company from Rs.120 Million to Rs. 268 Million June 30, 2003 Change of name of the Company from JBM Tools Limited to Automotive Stampings and

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

Articles of Association of our Company Our Company has adopted a new set of Articles of Association through a special resolution passed by the shareholders at the Annual General Meeting held on July 15, 2009. The details of the capital raised by our Company are given in “Capital Structure” on page no. 14 of the Letter of Offer. Shareholders’ Agreements

There is no subsisting shareholders’ agreement between the shareholders and our Company other than the Articles of Association of our Company. Other Agreements 1. Our Company has executed a TATA Brand Equity and Business Promotion Agreement dated May 24, 2006

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

The details of the key terms and conditions of the said agreement are as under:

• Our Company will pay to Tata Sons Limited subscription at the rate of 0.15% of the annual net income; the maximum subscription payable shall not however, exceed 5 per cent of annual profit before tax of our Company.

• Tata Sons Limited has inter alia granted a non-exclusive and non-assignable subscription to use the

TATA business name, the marketing indicia etc. • As proprietors of the TATA business name, trademarks and marketing indicia, Tata Sons Limited

has undertaken various obligations and responsibilities as set out in the TATA Brand Equity and Business Promotion Agreement to promote and protect the TATA brand equity. The costs of fulfilling such obligations and responsibilities including the promotion and protection of the TATA name and mark is met out of the subscriptions received by Tata Sons Limited under the TATA Brand Equity and Business Promotion Agreement.

• Our Company will comply with the TATA code of conduct in its business dealings. • Tata Sons Limited has the right to terminate the TATA Brand Equity and Business Promotion

Agreement at any time by giving six months prior notice in writing for reasons to be recorded, or upon our Company committing a breach of any of the provisions of the TATA Brand Equity and Business Promotion Agreement and failing to rectify the same within thirty days of receiving written notification of such breach from Tata Sons Limited.

• The TATA Brand Equity and Business Promotion Agreement may also be terminated by a written

agreement between the parties.

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Our Company has made the payment of Rs 3.29 Mn, Rs. NIL and Rs. 3.88 Mn in the Financial Year 2008, 2009 and 2010 respectively to Tata Sons Limited as per the terms & conditions of the said agreement.

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

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

DIN

Nationality

Age

Other Directorships

Name: Mr. Pradeep Mallick Father’s Name: Late Mr. S.K. Mallick Qualification: Engineering (Electrical) from IIT, Madras; ‘Chartered Engineer’, Fellow of the Institution of Engineering & Technology (FIET), London Diploma in Business Management from UK Designation: Chairman, Independent Director Address: A/2, Pallonji Mansion, 43, Cuffe Parade, Mumbai - 400 005 Occupation: Professional Independent Director. Term: Liable to retire by rotation DIN: 00061256

Indian 68 years

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

Name: Mr. Ramesh A. Savoor Father’s name: Late Mr. Amrutrao Savoor Qualification: B.Sc. (Chemistry) & B.Sc. (Tech.) Designation: Independent Director Address: 201, Pineview, 9,

Indian 66 years

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

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

DIN

Nationality

Age

Other Directorships

Edward Road, Bangalore – 560 052 Occupation: Professional Independent Director Term: Liable to retire by rotation DIN: 00149089 Name: Mr. Rameshwar S. Thakur Father’s name: Mr. Tahal Singh Thakur Qualification: Bachelor of Mechanical Engineering, MBA, Chartered Management Accountant Designation: Non-Executive, Non-Independent Director Address: Flat No. 205, Burlington, Hiranandani Estate, Patlipada, Thane West, Thane - 400 607 Occupation: Service Term: Liable to retire by rotation DIN: 00020126

Indian 62 years

• Tata AutoComp Systems Ltd. • TAL Manufacturing Solutions Ltd. • TACO Composites Ltd. (Previously known as

Automotive Composite Systems (International) Ltd.) • Tata Johnson Controls Automotive Ltd. • TACO Sasken Automotive Electronics Ltd. • Nanjing Tata AutoComp Systems Ltd. • Tata Yazaki AutoComp Ltd. • Tata AutoComp GY Batteries Ltd. • Drive India Enterprise Solutions Ltd

Name: Mr. L. Lakshman Father’s name: Mr. Lakshminarayan Lakshmana Iyer Qualification: B. E., Executive MBA from London Business School Designation: Non-Executive, Independent Director Address: 17, Crescent Street, Arch Bishop Mathias

Indian 64 years

• Rane Holdings Limited • Rane Brake Lining Limited • Rane (Madras) Limited • Rane Engine Valve Limited • Rane TRW Steering Systems Limited • Rane NSK Steering Systems Limited • JMA Rane Marketing limited • Kar Mobiles Limited • Force Motors Limited • DCM Engineering Limited • Tata AutoComp Systems Limited

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

DIN

Nationality

Age

Other Directorships

Avenue, Abhiramapuram, Chennai - 600 028, Tamil Nadu Occupation: Industrialist Term: Liable to retire by rotation DIN: 00012554 Name: Mr. Amitabha Mukhopadhyay Father’s name: Kashi Nath Mukhopadhyay Qualification: B.Sc. A.C.A Designation: Non-Executive, Non-Independent Director Address: F 104, Maestros Salunkhe Vihar Road, Pune 411048 Maharashtra, India Occupation: Service Term: Liable to retire by rotation DIN: 01806781

Indian 46 years

• Tata Yazaki AutoComp Limited • Nanjing TataAutocomp Systems Limited

Brief biography of our Directors Mr. Pradeep Mallick, aged 68 years, is the Non – Executive, Independent Director and Chairman of our Company. He holds a degree in Electrical Engineering from IIT, Madras and a Diploma in Business Management from UK. He is also a ‘Chartered Engineer’, Fellow of the Institution of Engineering & Technology (FIET), London. He was honoured by IIT Madras with the distinguished Alumnus Award. He was the former Managing Director of Wartsila India Limited. He currently serves on the board of several companies as an Independent Director. Mr. Ramesh A. Savoor, aged 66 years, is the Non – Executive, Independent Director of our Company. He holds degree in B. Sc. (Chemistry) and B. Sc (Tech.) and was the former Managing Director of Castrol India Limited. Mr. Rameshwar S. Thakur, aged 62 years, is the Non-Executive Director of our Company. He holds a degree in Mechanical Engineering. He is also a Master of Business Administration from XLRI and a Chartered Management Accountant from CIMA, London He is also the Managing Director and Chief Executive Officer of Tata AutoComp Systems Limited (TACO). Prior to joining TACO, he worked with Tata Motors Limited for over 35 years. During his tenure with Tata Motors Limited, he was responsible for finance, business planning, treasury, mergers and acquisitions, negotiations with state governments for new projects and manufacturing

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engineering. He was actively involved in the management of overseas ventures of Tata Motors Limited as well as joint ventures in India. Mr. L Lakshman, aged 64 years, is the Non-Executive, Independent Director of our Company. He holds a Bachelor’s degree in Engineering; He has also completed Executive MBA from London Business School. He is the Executive Chairman of Rane Holdings Limited. He has been spearheading the businesses of different companies in Rane Group and has more than 40 years of industrial experience. Mr. Amitabha Mukhopadhyay, aged 46 years, is the Non-Executive Director of our Company. He holds a Bachelor’s degree in Science. He is also an Associate Member of the Institute of Chartered Accountants of India. He is the President and Chief Financial Officer of Tata AutoComp Systems Limited. He has over 21 years of experience and has worked in all facets of financial management, supply chain management and general management. Compensation of our Manager and Directors Manager/Chief Executive Officer (“CEO”) Our Company has appointed Mr. Vijay Bijlani, as the Chief Executive Officer (designated as ‘Manager’ under section 269 of Companies Act, 1956) for a period beginning from December 11, 2008 to December 10, 2011. Our Company has obtained Shareholders’ approval for his appointment by passing of a resolution by Postal Ballot. The brief terms of appointment are: Salary In the scale of Rs.90,000 to Rs.1,25,000 per month with authority to the Board and/or

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

Incentive Remuneration

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

Perquisites and allowances

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

Provident and Superannuation Fund

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

Other perquisites

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

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

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

Details of his remuneration* for the year ended March 31, 2010 are as follows:

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

Provisions for Incentive

Remuneration

Perquisites and Allowances

Contribution to Funds

Mr. Vijay Bijlani 1.17 1.82 1.55 0.31

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*The Remuneration does not include gratuity and compensated absences provided on the basis of actuarial valuation in the accounts. Non-Executive Directors No remuneration is paid to any of our Non-Executive Directors. Our Company pays sitting fees to the Non-Executive Directors for attending the meetings of the Board/Committee of Directors. Upto April 27, 2010, Rs. Rs. 10,000/- was paid as sitting fees for every Board Meeting attended by a Director and at Rs. 5,000/- for every Committee Meeting attended by the member-Director. With effect from April 28, 2010, Rs. 20,000/- was paid as sitting fees for every Board Meeting and all Committee Meetings except the Shareholders Grievance and Compliance Committee Meeting attended by the Director/member-Director and Rs. 10,000/- was paid for every meeting of Shareholders Grievance and Compliance Committee attended by the member-Director. The details of sitting fees paid during Fiscal 2010 are as follows:

*At present, these Directors are no longer on our Board. Please refer to “Changes in our Board during last three years” on page no. 77 of this Letter of Offer for further details in this regard. Shareholding of our Directors in our Company None of the Directors of our Company are holding any Equity Shares of the Company. Interest of our Directors Except as stated in “Related Party Transactions” on page no. 108 of this Letter of Offer, and to the extent of sitting fees for attending Board or Committee meetings, in our Company, the Directors do not have any other interest in our business. All of our Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a Committee. All our Directors may also be deemed to be interested to the extent of Equity Shares, if any, held by their relatives in the Company, or that may be subscribed for and allotted to them, out of the present Issue in terms of the Letter of Offer and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. The Directors may also be regarded as interested in the Equity Shares, if any, held by or that may be subscribed by and allotted to the companies, firms and trust, in which they are interested as directors, members, partners and/or trustees. Except as stated otherwise in the Letter of Offer, we have not entered into any contract, agreement or arrangement in which our Directors are interested directly or indirectly and no payments have been made to them in respect of these contracts, agreements or arrangements or are proposed to be made to them. Changes in our Board of Directors during the last three years Addition

Sr. No. Name of the Director Amount (Rs.) 1 Mr. Ramesh A. Savoor 85,0002 Mr. Pradeep Mallick 45,000

3 Mr. S. Ramakrishnan* (upto26/01/2010)

45,000

4 Mr. Rameshwar S. Thakur 35,0005 Mr. Alberto Moreno* 35,000

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Sr. No.

Name of Director Date of appointment Reasons

1 Mr. L. Lakshman April 28, 2010 Appointed as Additional Director 2 Mr. Amitabha Mukhopadhyay April 28, 2010 Appointed as Additional Director 3 Mr. Alberto Moreno Conejo April 29, 2009 Appointed as Additional Director 4 Mr. Rameshwar Thakur April 29, 2008 Appointed as Additional Director

Cessation Sr. No.

Name of Director Date of retirement/ Resignation

Reasons

1 Mr. Fransisco José Riberas Mera December 10, 2010 Resignation 2 Mr. Alberto Moreno Conejo December 10, 2010 Resignation 3 Mr. S. Ramakrishnan January 27, 2010 Resignation 4 Mr. Francisco López Peña April 29, 2009 Resignation 5 Mr. Devendra Gupta November 17, 2008 Resignation 6 Mr. Raman Nanda April 4, 2008 Resignation 7 Mr. Satish Pradhan March 20, 2008 Resignation

Details of the Borrowing Powers Pursuant to the provisions of section 293(1) (d) of the Act, the Shareholders, at the AGM held on August 28, 2007, have authorized the Board of Directors of our Company to borrow a sum exceeding the aggregate of the paid-up capital and free reserves of our Company subject to a maximum limit of Rs. 3,000 million. Corporate Governance As on the date of filing the Letter of Offer, there are five Directors on our Board with three of them being Independent Directors. We have formed an ‘Audit Committee’ and a ‘Shareholders Grievance and Compliance Committee’ in line with the Corporate Governance norms. The details of the ‘Audit Committee’ and the ‘Shareholders Grievance and Compliance Committee’ are as follows: Audit Committee The Company has framed an Audit Committee Charter which covers all the Audit Committee related requirements of the revised corporate governance code as well as the requirements of section 292A of the Companies Act, 1956. The Audit Committee comprises three members, all being Independent Directors. All the members have relevant finance and audit exposure. The Chairman of the committee is Mr. Ramesh A. Savoor. Mr. Pradeep Mallick and Mr. L. Lakshman are the other members. The Audit Committee meetings are also attended by the CEO and the CFO as invitees. The representatives of Statutory Auditors and Internal Auditors are the permanent invitees to the Audit Committee meetings. The Secretary of the Company acts as the Secretary of the Audit Committee. The Chairman of the Audit Committee was present at the Annual General Meeting held on July 16, 2010.

Terms of Reference: The Audit Committee shall have discussions with the auditors periodically about internal control systems, the scope of audit including the observations of the auditors and review the quarterly / half-yearly and annual financial statements before submission to the Board and also ensure compliance of internal control systems. In addition, the responsibilities of the Audit Committee shall include the

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following:

Overseeing the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

Reviewing, with the management, the annual financial statements before submission to the

board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956

b. Changes in accounting policies and practices and reasons for the same c. Major accounting entries involving estimates based on the exercise of judgment by

management d. Significant adjustments made in the financial statements arising out of audit findings e. Compliance with listing and other legal requirements relating to financial statements f. Disclosure of any related party transactions as per accounting standard 18 g. Qualifications in the draft audit report. h. Significant adjustments arising out of audit i. Compliance with accounting standards j. Reviewing the company’s financial and risk management policies. k. Disclosure of contingent liabilities

Reviewing the Information:

a. Financial statements and draft audit report, including quarterly / half yearly financial

information b. Management discussion and analysis of financial condition and results of operations c. Reports relating to compliance with laws and to risk management d. Management letters / letters of internal control weaknesses issued by statutory / internal

auditors e. Records of related party transactions f. 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 utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

Reviewing with the management, external and internal auditors, and the adequacy of internal

control systems.

Reviewing the adequacy of internal audit function, including the audit charter, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

Reviewing the appointment, removal and terms of remuneration of the Chief Internal Auditor

or the internal audit firm, as the case may be.

Discussion with internal auditors of any significant findings and follow-up thereon.

Reviewing the findings of any internal investigations 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.

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Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

Discussion with external auditors before the audit commences, of the nature and scope of audit

as well as post-audit discussion to ascertain any area of concern.

Reviewing the financial statements, in particular the investments, of the subsidiary companies

Looking into the reasons for substantial defaults in the payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

Reviewing compliances as regards the Company’s whistle blower policy

Monitoring usage of proceeds from initial public offerings

Reviewing the effectiveness of the system for monitoring compliance with laws and

regulations and the results of management's investigation and follow-up (including disciplinary action) of any instances of noncompliance.

Reviewing the findings of any examinations by regulatory agencies, and any auditor

observations.

Reviewing the process for communicating the Tata code of conduct to company personnel, and for monitoring compliance therewith.

Obtaining regular updates from management and company legal counsel regarding compliance

matters.

Institute and oversee special investigations as needed. The Audit Committee met four times during the Fiscal 2010.

Shareholders Grievance and Compliance Committee

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

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

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

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

to suggest improvements in investor relations

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

for Prevention of Insider Trading and Code of Corporate Disclosure Practices’. Mr. Shailendra Dindore, Company Secretary is the Compliance Officer with respect to shareholders / investors related matters. The Company has not received any complaint from the shareholders during Fiscal 2010.

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The Company’s Equity Shares are compulsorily traded in dematerialized form. To expedite transfers in physical form, a committee of executives of the Company has been authorized to look into various matters like approving share transfers/transmissions, issue of new certificates in split/consolidation, etc. The Committee currently comprises of the following executives:

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

Equity Share transfers approved by the Committee are placed at the Board meeting from time to time. The Company attends to investor correspondence promptly. There are no pending Equity Share transfers as on February 28, 2011. The Committee met once during Fiscal 2010.

Other Committees

Remuneration Committee The Company constituted a ‘Remuneration Committee’ in order to comply with the amended provisions of Schedule XIII to the Companies Act, 1956. The remuneration of the CEO, designated as ‘Manager’ under section 269 of the Companies Act, 1956 is approved by the Remuneration Committee. The Remuneration Committee comprises of four members, of whom three are independent. Mr. Ramesh A. Savoor, Mr. L. Lakshman and Mr. Pradeep Mallick are Independent Directors on the Committee. Mr. Rameshwar S. Thakur is the other member of the Committee. The Terms of Reference of this committee include determination of compensation payable to the Managerial Person including revision thereof, appraisal of his performance and the determination of his incentive remuneration. Finance Committee

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

Terms of Reference:

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

of bank accounts;

to authorize borrowings up to a prescribed sum;

to authorize short term investments up to a prescribed sum;

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

to monitor the implementation of Business and Operational Procedures; and

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

Two meetings of the Committee were held through teleconference during Fiscal 2010 Rights Issue Committee

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The Rights Issue Committee comprises of four Non-Executive Directors. Mr. R. A. Savoor, Mr. Pradeep Mallick and Mr. L. Lakshman are Independent Directors on the Committee. Mr. R. S. Thakur is the other member of the Committee.

Terms of Reference:

finalize, settle, execute and deliver or arrange the delivery of the draft offering document (the draft letter of offer), final letter of offer, abridged letter of offer and all other documents, deeds, agreements and instruments as may be required or desirable in connection with the Rights Issue of Securities by the Company.

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

table, including extending the Issue period.

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

open a separate Bank Account in a suitable name and style with a scheduled Bank to receive

applications along with application monies in respect of the Issue of the Securities of the Company.

open a Bank Account of the Company in a suitable name and style for the purpose of refund of the excess application money.

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

Securities.

do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation, allocation and allotment of the shares as permissible in law, issue of share certificates in accordance with the relevant rules.

deal with all matters preceding and succeeding the Issue.

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

may, in its absolute discretion deem fit.

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

The Committee was constituted on January 22, 2010.

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

Name Age (years)

Designation Gross Remuneration paid for Fiscal

2010 (Rs. In Mn)

Qualification Month & Year of Joining

Previous Employment

Mr. Vijay Bijlani

53 years Chief Executive Officer

3.41 B. E. (Mech.), Post Graduation in Management Science and Post Graduate

December, 2008

Tata AutoComp Systems Limited

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Name Age (years)

Designation Gross Remuneration paid for Fiscal

2010 (Rs. In Mn)

Qualification Month & Year of Joining

Previous Employment

Diploma in Computer Science

Mr. Sundarraman Iyer

55 years Head – Materials & Projects

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

Mungi Brothers Pvt. Ltd.

Mr. Sachanand Dakhneja

42 years Head – Manufacturing

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

Panse Group

Mr. Sanjay Dhar*

43 years

Head - Human Resource

N.A* B. Sc, Post Graduation in Personnel Management and Diploma in Labour Laws

April 2011 Welspun Group

Mr. Rajendra Singhvi

52 years Chief Financial Officer

1.84 B.Com. (Hons.) and A.C.A.

August, 2009

Tata AutoComp Systems Limited.

Mr. C. M. Kulkarni

39 years Head - Sales & Business

Development

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

August, 2002

Indo – Schottle Auto Parts Pvt. Limited

Mr. B. L. Gangakhedkar

54 years Head - Quality 2.05 B.E. (Mech.) May, 2000 M/s Texmaco Parkasa Engineering, Indonesia

* joined our Company after Fiscal 2011 All the key managerial personnel are permanent employees of our Company and none of them are related to each other. The abovementioned remuneration of each of our key managerial personnel is as per the computation as required under section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975. Brief Profile of the Key Managerial Personnel Mr. Vijay Bijlani Mr. Vijay Bijlani is a B.E. (Mech.) and also holds a Post Graduate degree in Management Science and a Post Graduate Diploma in Computer Science from Pune University. He has been working with our Company since December 1, 2008. His work experience includes a rich diversity of assignments at Philips India. He has also worked with Onlyplastics.com Pvt. Ltd., Bangalore, and Moser Baer India Limited, Greater Noida. Prior to joining our Company, he was working with Tata AutoComp Systems Limited as Chief – Operational Effectiveness and Improvement. He has a total work experience of 32 years in manufacturing related business. Mr. Sundarraman Iyer Mr. Sundarraman Iyer is a B.E. (Mech.), an MBA and has around 26 years of experience in initiation, erection and commissioning of new projects. He has worked with Bajaj Auto Limited and Texmaco Limited, Indonesia. He has experience of commissioning forging, sheet metal plants in India as well as overseas. Prior to joining our Company, he was the Chief Executive of M/s. Mungi Brothers Private Limited. Mr. Iyer is heading the Projects and the Materials functions. Mr. Sachanand Dakhneja

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Mr. Sachanand Dakhneja is a B.E. (Mech.) from Pune University. He has around 20 years of experience in development of sheet metal and tubular assemblies for automobiles and has worked extensively in the area of engineering operations involving design and development, development of jigs, fixtures and production aids for machined & fabricated components and assemblies. Prior to joining our Company, he has worked in Bajaj Auto Limited for 13 years and with Panse Group of companies for 3 years. Mr. Sanjay Dhar Mr. Sanjay Dhar is a B.Sc. from Kashmir University. He also holds a Post Graduate Degree in Personnel Management and a Diploma in Labour Laws. He has around 20 years experience in the field of Human Resource. Prior to joining our Company, he was working with Welspun Group. Mr. Rajendra Singhvi Mr. Rajendra Singhvi is a B.Com. (Hons.) from Calcutta University. He is also an Associate Member of the Institute of Chartered Accountants of India. He has around 27 years of experience in the field of Finance. Prior to joining our Company, he was working as Executive Vice President – Finance of Tata AutoComp Systems Ltd. Mr. C. M. Kulkarni Mr. C. M. Kulkarni holds a Diploma in Mechanical Engineering from Bombay Technical Education. He has also done a Diploma in Business Management from Shivaji University. He is also an Associate Member of Institute of Engineers, Calcutta. He has around 19 years of experience in the field of Sales and Business Development. Prior to joining our Company, he was working with Indo – Schottle Auto Parts Pvt. Ltd. Mr. B. L. Gangakhedkar Mr. B. L. Gangakhedkar is a B.E. (Mech.) from Aurangabad University. He has around 32 years of experience. Prior to joining our Company, he was working with M/s Texmaco Parkasa Engineering, Indonesia. Organization Structure The following schematic diagram shows our existing organization structure:

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

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

1 Mr. Prashant S. Pande Head – Business Development April 21, 2008 2 Mr. Vijay Bijlani Chief Executive Officer December 1, 2008 4 Mr. Mukund Joglekar Head – Human Resources May 25, 2009 5 Mr. Ramesh Vaidya Head – Tool Engineering June 01, 2009 6 Mr. Rajendra Singhvi Chief Financial Officer August 01, 2009 7 Mr. Nivrutti Sane Head - Human Resource December 1, 2010 8 Mr. Sanjay Dhar Head – Human Resource April 25, 2011

Cessation Sr. No. Name Designation Date of Resignation /

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

Mishra Head – Business Excellence September 30, 2009

8 Mr. Ramesh Vaidya Head – Tool Engineering November 20, 2010

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Sr. No. Name Designation Date of Resignation / Cessation of Office

9 Mr. Mukund Joglekar Head – Human Resources November 30, 2010 10 Mr. Nivrutti Sane Head- Human Resource April 24, 2011

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OUR PROMOTER

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

Equity Shares 1 Tata Industries Limited 6,92,45,153 34.402 Tata Motors Limited 5,23,33,170 26.003 Tata Capital Limited 4,83,07,333 24.004 Tata Sons Limited 2,86,75,598 14.255 Tata Investment Corporation Limited 27,20,054 1.356 Other Individuals 50 0.00

Total 20,12,81,358 100.00 Preference Shares

1 Tata Motors Limited 210,00,000 39.252 Tata Investment Corporation Limited 150,00,000 28.043 Rujuvalika Investments Limited 70,00,000 13.084 Tata Consultancy Services Limited 50,00,000 9.355 Other individuals 55,00,000 10.28

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

• Mr. R. Gopalakrishnan – Chairman • Mr. R. S. Thakur – Managing Director and Chief Executive Officer • Mr. K. A. Chaukar • Mr. Praveen Kadle • Mr. Satish Pradhan • Mr. R. R. Bhinge • Mr. Naushad Forbes – Independent Director • Mr. L. Lakshman – Independent Director • Dr. Rakesh Mohan – Independent Director • Mr. R. N. Mukhija – Independent Director • Mr. Hari Mundra – Independent Director • Mr. Ramesh Savoor – Independent Director

Audited Financial Information The brief audited financials of TACO for six months ended September 30, 2010, Fiscal 2010, Fiscal 2009 and Fiscal 2008 are given below:

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(Rs. in Mn) Particulars Six months

ended September

30, 2010

For the financial year ended March 31, 2010 March 31, 2009 March 31, 2008

Equity Share Capital* 2,013 2,013 2,013 1,677Preference Share Capital 535 535 535 700Reserves (excluding revaluation reserves) (253) (609) (939) 1,281Income from Sales and Services 4,891 9,184 6,594 5,016Total Income 5,300 9,955 7,503 5,426Profit/(Loss) After Tax 356 418 (1,925) 409Earning Per Share (EPS) (Rs.) – Basic & Diluted

1.65 1.84 (11.05) 2.02

Net Asset Value** (NAV) (Rs. per share) 8.74 6.97 5.34 17.64 *Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses TACO has not made any public issue in the last three years and there has been no change in the capital structure of the company in the last six months. TACO has issued and allotted 33,546,842 Equity Shares on Rights basis to its existing shareholders on February 3, 2009. TACO has, however, issued Secured Redeemable Non-convertible Debentures aggregating to Rs. 350 Million to Life Insurance Corporation of India and Unsecured Redeemable Non-convertible Debentures aggregating Rs. 1,000 million. Both these Debentures are listed on National Stock Exchange. TACO has filed a draft red herring prospectus with Securities and Exchange Board of India (SEBI) on December 30, 2010 for public issue of equity shares with a face value of Rs. 10/- each comprising of fresh issue aggregating up to Rs. 7,500 Mn and Offer for Sale up to 35,627,000 equity shares. TACO has appointed 6 new Additional Directors as Independent Directors on the Board in the month of December 2010. As a result, the total number of Directors on the Board of TACO has increased from 6 to 12. There has been no change in the control or management of TACO. Further, as a consequence of Tata Industries (holding 34.40% equity shares in TACO) becoming a subsidiary Company of Tata Sons (holding 14.25% equity shares in TACO), TACO also became a subsidiary of Tata Sons Limited, by aggregating the shareholding of Tata Sons (14.25%), Tata Capital (24%), which is also a wholly owned subsidiary of Tata Sons and Tata Industries (34.40%) in the Company. TACO has not become a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and it is not under winding up. However during the financial year ended March 31, 2009 the Net worth of TACO had eroded to the extent of 50% of the peak net worth, thereby mandating intimation under Section 23 of SICA to Board for Industrial & Financial Reconstruction (BIFR), as a potentially sick company. TACO has intimated the fact of such erosion to BIFR as required under SICA on November 4, 2009. Further, TACO has confirmed that it has not been declared as a willful defaulter by the RBI or any other governmental authority and there are no violations of securities laws committed by it in the past or are pending against it. We confirm that the PAN, Bank Account Number and the Registration Number of TACO and the address of the Registrar of Companies where TACO is registered have been submitted to the Stock Exchanges where our Equity Shares are proposed to be listed at the time of filing the Draft Letter of Offer. Companies with which TACO has disassociated in the last three years

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Except as stated herein below, TACO has not disassociated itself with any company in the last three years: Name of the Company: Technical Stampings Automotive Limited Date of Disassociation: December 8, 2008 Reason of Disassociation: Termination of joint venture Name of the Company: TACO Faurecia Design Center Private Limited Date of Disassociation: November 23, 2009 Reason of Disassociation: Termination of joint venture Name of the Company: Pirangut Springs Limited Date of Disassociation: December 23, 2009 Reason of Disassociation: Termination of joint venture Name of the Company: Knorr Bremse Systems for Commercial Vehicles India Private Limited Date of Disassociation: January 21, 2010 Reason of Disassociation: Termination of joint venture and divestment Name of the Company: Tata Visteon Automotive Private Limited Date of Disassociation: November 17, 2009 Reason of Disassociation: Termination of joint venture (Note: Till December 22, 2010, TACO continued to hold 1% stake which was to be liquidated under a Call and

Put Option available under the terms of Agreement entered earlier. TACO sold the said 1% stake on December 22, 2010

Name of the Company: TACO Visteon Engineering Private Limited Date of Disassociation: November 17, 2009 Reason of Disassociation: Termination of joint venture and divestment Name of the Company: Tata AutoComp Mobility Telematics Limited Date of Disassociation: December 7, 2010 Reason of Disassociation: Sale of Subsidiary Interests of TACO in our Company In addition to the shareholding interest as a Promoter, TACO has other interests in our Company including:

a) Fees paid to it for services received by us in terms of Administrative Support Agreement dated March 30, 2009. Now the said agreement is renewed on February 9, 2011.

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

For further details on the above, please refer to “Related Party Transactions” on page no. 108 & “Other Agreements” on page no. 71 of this Letter of Offer. Payment or Benefit to TACO Except as stated in “Related Party Transactions” on page no. 108 of this Letter of Offer, our Company has not paid any amount or benefit to TACO within two years preceding the date of filing of this Letter of Offer. Promise versus Performance No public issue of any securities of TACO has been made in the last three years. TACO has filed a draft red herring prospectus with SEBI on December 30, 2010 for public issue of equity shares with a face value of Rs. 10/- each comprising of fresh issue aggregating up to Rs. 7,500 Million and Offer for Sale up to 35,627,000 equity shares.

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No Defaults

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

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

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

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

• Mr. Praveen Purshottam Kadle • Mr. Atam Prakash Arya • Mr. Arvind Hari Goel • Mr. Ashutosh Tyagi • Mr. Yasutomo Nakaie • Mr. Kota Shimada • Mr. Toshiaki Sasaki

Audited Financial Information The brief audited financials of TTRL for nine months ended December 31, 2010, Fiscal 2010, Fiscal 2009 and Fiscal 2008 are given below:

(Rs. in Mn) Particulars For the nine

months ended For the financial year ended

December 31, 2010

March 31, 2010

March 31, 2009

March 31, 2008

Equity Share Capital* 320.00 320.00 320.00 320.00Reserves (excluding revaluation reserves) 718.87 437.68 350.93 307.37Sales/Income (excluding other income) 3680.50 4,109.21 3,122.94 3,321.08Profit/(Loss) After Tax 281.20 367.53 193.32 200.99Earning Per Share (EPS) (Rs.) – Basic & Diluted 8.79 11.49 6.04 6.28Net Asset Value**(NAV) (Rs. per share) 32.46 23.68 20.97 19.61

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*Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TTRL are not listed on any stock exchange. TTRL has not made any public or rights issue in the last three years. TTRL has not become a sick industrial company within the meaning of SICA and is not under winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TTRL. Common Pursuit There are no common pursuits between TTRL and our Company and therefore, there is no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TTRL & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TTRL in our Company There are no business interests of TTRL in our Company, except stated in “Related Party Transactions” on page no. 108 of this Letter of Offer.

2. Tata Johnson Controls Automotive Limited (TJCL) Tata Johnson Controls Automotive Limited (TJCL) was incorporated on January 5, 1996 under the Companies Act, 1956. The Corporate Identification No. U34300PN1996PLC015038 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of TJCL is at Plot No. 1, S No. 235/245, Hinjewadi, Tal. Mulshi, Pune - 411 057. Currently, TJCL is engaged in the business of manufacturing and dealing in components for automobiles. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Tata AutoComp Systems Limited (TACO) 6,349,700 50.00%TACO jointly with Mr. Dilip S. Pendse 150 --TACO jointly with Mr. Devender S. Gupta 50 --TACO jointly with Mr. Noshir Driver 50 --TACO jointly with Mr. Amitabha Mukhopadhyay 25 --TACO jointly with Mr. Rajendra Singhvi 25 --Johnson Controls International BV, Netherlands 6,350,000 50.00%Total 12,700,000 100.00%

Board of Directors

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The board of directors of TJCL as on date comprises:

• Mr. Rameshwar Singh Thakur • Mr. Ajay Tandon • Mr. Kulbhushan Girotra • Mr. Chetan Prafull Tolia • Mr. Rajendra Ramdas Bhinge • Mr. Juergen Kemper • Mr. Terence Stuart Bloomer • Mr. Mark Stevens • Mr. Paul Chawla • Mr. Mitul Rustagi

Audited Financial Information The brief audited financials of TJCL for the six months ended September 30, 2010, Fiscal 2010, Fiscal 2009 and Fiscal 2008 are given below:

(Rs. in Mn) Particulars For the six

months ended

September 30, 2010

For the financial year ended March 31,

2010 March 31,

2009 March 31,

2008

Equity Share Capital* 127.00 127.00 127.00 127.00Reserves (excluding revaluation reserves) 523.94 364.30 266.06 139.66Sales and Income from Services 3,291.88 5,285.97 4,757.75 4,347.62Profit / (Loss) After Tax 159.64 279.50 254.34 207.05Earning Per Share (EPS) (Rs.) – Basic & Diluted 12.57 22.01 19.78 15.75Net Asset Value** (NAV) (Rs. per share) 51.26 38.68 30.94 21.00

*Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TJCL are not listed on any stock exchange. TJCL has not made any public or rights issue in the last three years. TJCL has not become a sick industrial company within the meaning of SICA and is not under winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TJCL. Common Pursuit There are no common pursuits between TJCL and our Company and therefore, there is no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TJCL & our Company exceeding in value an aggregate of ten percent of

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the total sales or purchases of our Company. Interests of TJCL in our Company There are no business interests of TJCL in our Company. 3. TACO Composites Limited (‘TACOCL’) (Formerly known as ‘Automotive Composite Systems (International) Limited’ or ACSI) TACO Composites Limited (‘TACOCL’) was incorporated on February 4, 2000 under the Companies Act, 1956. The Corporate Identification No. U34300PN2000PLC015253 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of TACOCL is at TACO House, Damle Path, Off Law College Road, Pune - 411 004. Currently, TACOCL is engaged in the business of dealing in moulded composite products. Equity Shareholding Pattern

Name of the Shareholder No. of equity shares held % shareholding Tata AutoComp Systems Limited (TACO) 18,881,202 99.99 TACO Jt. Mr. Rajiv Dhar 228 0.00 TACO Jt. Mr. Noshir Driver 228 0.00 TACO Jt. Mr. R. S. Thakur 341 0.00 TACO Jt. Mr. Rajyadhaksha 228 0.00 TACO Jt. Mr. Amitabha Mukhopadhyay 191 0.00 TACO Jt. with Mr. Ajay Nagle 150 0.00 Total 18,882,568 100.00%

Board of Directors The board of directors of TACOCL as on date comprises:

• Mr. Rameshwar S. Thakur • Mr. Sunil Sinha • Mr. Arvind Hari Goel • Mr. Gajendra Chandel • Mr. Ajay Tandon

Audited Financial Information The brief audited financials of TACOCL for six months ended September 30, 2010, Fiscal 2010, Fiscal 2009 and Fiscal 2008 are given below:

(Rs. in Mn) Particulars For the six

months ended

September 30, 2010

For the financial year ended March 31,

2010 March 31,

2009 March 31,

2008

Equity Share Capital* 188.83 148.83 124.83 124.83Preference Share Capital 80.00 80.00 104.00 24.00Accumulated Losses (16.81) (101.99) (282.28) (186.17)Reserves (excluding revaluation reserves) - - - 1.46

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Particulars For the six months ended

September 30, 2010

For the financial year ended March 31,

2010 March 31,

2009 March 31,

2008

Sales/Income (excluding other income) 578.47 1026.69 683.00 666.85Profit/(Loss) After Tax 85.19 178.62 (96.11) (209.73)Earning Per Share (EPS) (Rs.) – Basic & Diluted 4.69 13.91 (7.87) (29.26)Net Asset Value** (NAV) (Rs. per share) 9.11 3.15 (12.61) (4.79) *Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TACOCL are not listed on any stock exchange. TACOCL has not made any public issue in the last three years. TACOCL has issued and allotted 24,00,000 and 40,00,000 equity shares on preferential basis to Tata AutoComp Systems Limited on January 22, 2010 and May 04, 2010 respectively. TACOCL has issued and allotted 80,00,000 0.1% Cumulative Redeemable Preference Shares of Rs.10 each on February 1, 2009 and. 24,00,000 7% Cumulative Redeemable Preference Shares were redeemed on December 23, 2009. TACOCL has on October 4, 2008 filed a Reference to the Board for Industrial and Financial Reconstruction (BIFR) informing that TACOCL has become a sick industrial company under SICA. However, the BIFR did not register and did not declare TACOCL as a Sick Industrial Company. And as on date, TACO Composites Limited is not a sick industrial company under SICA. For the year ended 31st March, 2010, the following comment has been made by the Statutory Auditors regarding defaults in meeting statutory dues to Banks / Financial Institution dues: Based on our Audit procedures and on the information and explanations given by the management of TACOCL, TACOCL has not defaulted in repayment of dues to Banks and Financial Institutions except as below:

Name of Bank / Financial Institution

Amount of Installment

Due Date For Payment

Indian Bank – Term Loan III Rs 1,300,000 March 31, 2009* *Repayment was rescheduled to June 30, 2010 and was paid on June 3, 2010. There are no dues to Debenture holders. No proceedings have been initiated for economic offences against TACOCL. Common Pursuit There are no common pursuits between TACOCL and our Company and therefore, there is no business transactions related to common pursuits. Sale or purchase between group companies

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There are no sales or purchases between TACOCL & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TACOCL in our Company There are no business interests of TACOCL in our Company. 4. TACO Hendrickson Suspensions Private Limited (THSPL) TACO Hendrickson Suspensions Private Limited (THSPL) was incorporated on June 23, 2006 under the Companies Act, 1956. The Corporate Identification No. U29130PN2006PTC128649 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of THSPL is at TACO House, Damle Path, Off Law College Road, Erandwane, Pune 411 004. Currently, THSPL is engaged in the business of manufacturing and dealing in commercial vehicle axles and suspension systems for heavy vehicles. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Tata AutoComp Systems Limited (TACO) 6,210,000 50.00% Hendrickson Investments Asia 6,210,000 50.00% Total 12,420,000 100.00% Board of Directors The board of directors of THSPL as on date comprises:

• Mr. Rajiv Bakshi • Mr. Gajendra Chandel • Mr. Sunil Kumar Sinha • Mr. Michael Jesse Keeler • Mr. John Kelleher • Mr. Mathew Joy

Audited Financial Information The brief audited financials of THSPL for nine months ended December 31, 2010, Fiscal 2010, Fiscal 2009 and Fiscal 2008 are given below:

(Rs. in Mn) Particulars For nine

months ended

December 31, 2010

For the financial year ended March 2010

March 31, 2009

March 31, 2008

Equity Share Capital* 124.20 124.20 124.20 124.20Accumulated Losses - - (94.04) (55.77)Reserves (excluding revaluation reserves) 90.23 18.95 Net Asset Value** (NAV) (Rs. per share) 17.26 11.52 2.43 5.51 *equity share with face value of Rs. 10 each

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** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses. The equity shares of THSPL are not listed on any stock exchange. THSPL has not made any public issue since last three years. THSPL has not become a sick industrial company within the meaning of SICA and is not under winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against THSPL. Common Pursuit There are no common pursuits between THSPL and our Company and therefore, there is no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between THSPL & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of THSPL in our Company There are no business interests of THSPL in our Company. 5. Tata AutoComp GY Batteries Limited (TGY BATTERIES) Tata AutoComp GY Batteries Limited (TGY BATTERIES) was as a private company incorporated on October 10, 2005 under the Companies Act, 1956. The Corporate Identification No U31300PN2005PLC021394 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. TGY BATTERIES was converted from private company to public company w.e.f. February 24, 2009. The Registered Office of TGY BATTERIES is at TACO House, Damle Path, Off Law College Road, Erandwane, Pune 411 004. Currently, TGY BATTERIES is engaged in the business of manufacturing and dealing in lead acid batteries for vehicles. Shareholding Pattern

Name of the Shareholder No. of equity shares held

% shareholding

Tata AutoComp Systems Limited (TACO) and TACO jointly with five others

68,750,000 50.00%

GS Yuasa International Ltd. 68,750,000 50.00%Total 137,500,000 100.00% Board of Directors The board of directors of TGY BATTERIES as on date comprises:

• Mr. Rameshwar Singh Thakur • Mr. Ashutosh Tyagi • Mr. Satish Pradhan • Mr. Rajiv Bakshi

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• Mr. Hitoshi Inazumi • Mr. Taiichiro Kato • Mr. Toru Bomoto • Mr. Noboru Kitamura

Audited Financial Information The brief audited financials of TGY BATTERIES for nine months ended December 31, 2010, Fiscal 2010, Fiscal 2009 and Fiscal 2008 are given below:

(Rs. in Mn) Particulars For the nine

months ended

December 31, 2010

For the financial year ended March 31, 2010 March 31, 2009 March 31, 2008

Equity Share Capital* 1,375.00 1,375.00 875.00 505.00Preference Share Capital - - 140.00 140.00Accumulated Losses (908.31) (919.48) (859.31) (492.61)Sales/ Income (excluding other income) 1,355.25 1,349.47 1,019.07 525.86Profit/(Loss) After Tax 11.17 (60.17) (366.69) (338.98)Earning Per Share (EPS) (Rs.) - Basic & Diluted 0.08 (0.51) (6.01) (7.56)

Net Asset Value** (NAV) (Rs. per share) 3.39 3.31 0.18 0.25 *equity share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TGY BATTERIES are not listed on any stock exchange. TGY BATTERIES has made right issue of 1,20,00,000 equity shares, 2,50,00,000 equity shares, 2,80,00,000 equity shares and 80,00 000 equity shares on August 6, 2008, January 19, 2009, July 28, 2009 and February 17, 2010 respectively to its existing shareholders. TGY BATTERIES has also converted its 1,40,00,000 preference shares into equity shares on July 6, 2009. TGY BATTERIES has not become a sick industrial company within the meaning of SICA and is not under winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TGY BATTERIES. Common Pursuit There are no common pursuits between TGY BATTERIES and our Company and therefore, there is no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TGY BATTERIES & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company.

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Interests of TGY BATTERIES in our Company There are no business interests of TGY BATTERIES in our Company. 6. TACO Sasken Automotive Electronics Limited (TSAE) TACO Sasken Automotive Electronics Limited (TSAE) was incorporated on January 24, 2007 under the Companies Act, 1956. The Corporate Identification No. U32109PN2007PLC129527 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. TSAE was converted from private company to public company w.e.f. August 27, 2008. The registered office of TSAE is at TACO House, V.G. Damle Path, Off Law College Road, Erandwane, Pune 411 004. TSAE was engaged in the business of dealing in electronic products for automotive applications. However, the operations of TSAE have been stopped since March 2009 and the process for voluntary winding up has been initiated. Shareholding Pattern Name of the shareholder No. of equity shares held % shareholding Tata AutoComp Systems Ltd. (TACO) 5,200,104 50.00 Sasken Communication Technologies Ltd. (SCTL) 5,200,203 50.00 TACO jointly with Mr. R S Thakur 100 0.00 TACO jointly with Mr. Amitabha Mukhopadhyay 100 0.00TACO jointly with Mr. Rajendra Singhvi 100 0.00SCLT jointly with Mr. Rajiv Mody 100 0.00SCLT jointly with Mr. Venkatesh G 100 0.00Total 10,400,807 100.00 Board of Directors Pursuant to the Special Resolution dated September 30, 2010 passed at the Extra Ordinary General Meeting of TSAE, the members approved to voluntarily wind up of the company under the provisions of the Act. Accordingly, TSAE has discharged all its directors on its board and has appointed Mr. Mahesh Athavale as the liquidator. The powers of the board of directors of TSAE now stand vested with the liquidator. Audited Financial Information The brief audited financials of TSAE for six months ended September 30, 2010, Fiscal 2010, Fiscal 2009 and Fiscal 2008 are given below:

(Rs. in Mn) Particulars For the six

months ended

September 30, 2010

For the financial year ended

March 31, 2010

March 31, 2009

March 31, 2008

Equity Share Capital* 104.01 102.61 101.44 74.44Preference Share Capital 49.56 49.56 26.00 -Share Application Money - - 21.00 -Accumulated Losses (152.47) (152.03) (142.73) (62.21)Sales/Income (excluding other income) - - 7.25 1.12Profit / (Loss) After Tax (0.44) (9.29) (80.52) (50.50)Earning Per Share (EPS) (Rs.) – Basic & Diluted (8.35) (15.97)Net Asset Value** (NAV) (Rs. per share) (4.66) (4.87) (0.41) 1.64

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*Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TSAE are not listed on any stock exchange. TSAE has not made any public issue since incorporation. TSAE has allotted following equity shares on rights basis to its existing shareholders – Sr. No. Date of Allotment No of Equity Shares

1. May 07,2008 1,400,0002. July 11,2008 1,300,0003. March 25, 2010 116,5564. May 14, 2010 140,000

TSAE has not become a sick industrial company within the meaning of SICA and is under voluntary winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TSAE. Common Pursuit There are no common pursuits between TSAE and our Company and therefore, there is no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TSAE & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TSAE in our Company There are no business interests of TSAE in our Company. 7. Tata Yazaki AutoComp Limited (TYAL) Tata Yazaki Autocomp Limited (TYAL) was incorporated on October 6, 1997 under the Companies Act, 1956. The Corporate Identification No. U34300PN1997PLC015436 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of TYAL is at Gate No. 93, Survey No. 166, High Cliff, Industrial Estate, Wagholi - Rahu Road, Kesnand, Pune - 412 207. Currently, TYAL is engaged in the business of manufacturing and dealing in all types of automotive wire harnesses and components. Shareholding Pattern

Name of the Shareholder No. of equity shares held % shareholding Tata AutoComp Systems Limited (TACO) 44,999,437 50.00%Yazaki Corporation 45,000,000 50.00%TACO jointly with Mr. Rajendra Singhvi 169 0.00%

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TACO jointly with Mr. Amitabha Mukhopadhyay 56 0.00%TACO jointly with Mr. R. R. Shastri 113 0.00%TACO jointly with Mr. Noshir Driver 56 0.00%TACO jointly with Mr. R. S. Thakur 169 0.00%Total 90,000,000 100.00%

Board of Directors The board of directors of TYAL as on date comprises:

• Mr. R.S. Thakur • Mr. Amitabha Mukhopadhyay • Mr. Kishor Anant Chaukar • Mr. Ashok Keshav Joshi • Mr. Rajiv Bakshi • Mr. Kazuhiko Fukukawa • Mr. Mitsugu Watanabe • Mr. Yoshihiro Onoda • Mr. David Boston • Mr. Masaaki Yoshizawa

Audited Financial Information The brief audited financials of TYAL for the nine months ended December 31, 2010, Fiscal 2010, Fiscal 2009 and Fiscal 2008 are given below:

(Rs. in Mn) Particulars

For the nine

months ended

December 31, 2010

For the financial year ended

March 31, 2010 March 31, 2009

March 31, 2008

Equity Share Capital* 900.00 900.00 702.00 630.00Share Application Money - - 49.00 -Preference Share Capital 23.00 23.00 23.00 23.00Accumulated Losses (455.89) (599.48) (685.83) (487.03)Sales/Income (excluding other income) 3,919.60 3,592.99 2,252.99 2,539.90Profit/(Loss) After Tax 143.59 86.35 (198.80) (57.61)Earning Per Share (EPS) (Rs.) – Basic & Diluted 1.56 1.05 (2.88) (0.91)Net Asset Value** (NAV) (Rs. per share) 4.93 3.34 0.23 2.27

*Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TYAL are not listed on any stock exchange. TYAL has not made any public issue in the last three years. TYAL has issued and allotted 72,00,000 equity shares and 98,00,000 equity shares and 10,000,000 equity shares on rights basis to its existing shareholders on May 23, 2008 and June 22, 2009 and March 11, 2010 respectively.

103

TYAL informed BIFR on October 27, 2010 that TYAL became potentially sick under the provisions of section 23 of SICA. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TYAL. Common Pursuit There are no common pursuits between TYAL and our Company and therefore, there is no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TYAL & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TYAL in our Company There are no business interests of TYAL in our Company. 8. Tata Ficosa Automotive Systems Limited (TFASL) Tata Ficosa Automotive Systems Limited (TFASL) was incorporated on January 14, 1998 under the Companies Act, 1956. The Corporate Identification No. U74999MH1998PLC112992 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of TFASL is at Survey no. 235/245, Hinjewadi, Tal. Mulshi, Pune - 411 027. Currently, TFASL is engaged in the business of rear view mirrors, control cables and washing system and also engaged in the business of manufacturing, assembling and sale of interior rear view mirrors and exterior rear view mirrors, control cables, gear shifter systems, parking brake systems and washer systems. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Tata AutoComp Systems Limited (TACO) 16,709,400 50.00% Ficosa International S.A. 16,710,000 50.00% TACO jointly with Mr. Ajay Sharma 300 0.00% TACO jointly with Mr. Noshir Driver 100 0.00% TACO jointly with Mr. R. R. Shastri 100 0.00% TACO jointly with Mr. Amitabha Mukhopadhyay 50 0.00% TACO jointly with Mr. R. S. Thakur 50 0.00% Total 33,420,000 100.00% Board of Directors The board of directors of TFASL as on date comprises:

• Mr. Ajay Tandon • Mr. Rajiv Bakshi • Mr. Ajay Nagle • Mr. Francisco Javier Pujol • Mr. Jose Maria Tarrago • Mr. Jose Maria Serra

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• Mr. Enric Vilamajo (alternate Director to Mr. Francisco Javier Pujol) • Mr. Arun Anadaiah (alternate Director to Mr. Jose Maria Tarrago)

Audited Financial Information The brief audited financials of TFSAL for nine months ended December 31, 2010, Fiscal 2010, Fiscal 2009 and Fiscal 2008 and Fiscal 2007 are given below:

(Rs. in Mn)

Particulars

For nine months ended

December 31, 2010

For the year ended March 31,

2010 March 31,

2009 March 31,

2008

Equity Share Capital* 334.20 334.20 298.20 214.00Accumulated Losses (233.49) (242.41) (247.61) (129.09)Sales/Income (excluding other income) 845.73 864.92 723.80 773.28Profit / (Loss) After Tax 8.92 5.19 (125.72) (121.15)Earning Per Share (EPS) (Rs.) – Basic & Diluted 0.27 0.16 (5.42) (12.41)Net Asset Value** (NAV) (Rs. per share) 3.01 2.74 1.70 3.97 *Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TFASL are not listed on any stock exchange. TFASL has not made any public issue in the last three years. TFASL has issued and allotted 26,00,000 equity shares and 58,20,000 equity shares and 36,00,000 equity shares on rights basis to its existing shareholders on February 27, 2009, March 17, 2009 and September 15, 2009 respectively. TFASL has become a sick industrial company within the meaning of SICA and is not under winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TFASL. Common Pursuit There are no common pursuits between TFASL and our Company and therefore, there is no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TFASL & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TFASL in our Company There are no business interests of TFASL in our Company. 9. Tata Nifco Fasteners Limited (TNFL) (Under liquidation)

105

Tata Nifco Fasteners Limited (TNFL) was incorporated on November 28, 1997 under the Companies Act, 1956. The Corporate Identification No. U28991PN1997PLC014477 was assigned to the company under MCA 21 Project of the Ministry of Corporate Affairs. The registered office of TNFL is at Beck House, 1st Floor, Damle Path, Off Law College Road, Erandawane, Pune 411 004. TNFL was engaged in the business of manufacturing all types of fasteners for automobiles. Shareholding Pattern

Name of the shareholder No. of equity shares held

% shareholding

Tata AutoComp Systems Limited 999,500 49.98%Tata AutoComp Systems Limited jointly with Mr. S.H. Rajayadhyaksha 200 0.01%Tata AutoComp Systems Limited jointly with Mr. T. A. Ramkumar 100 0.01%Tata AutoComp Systems Limited jointly with Mr. Noshir Driver 50 0.00%Tata AutoComp Systems Limited jointly with Mr. Rajiv Dhar 50 0.00%Tata AutoComp Systems Limited jointly with Mr. Jeevan Mahaldar 100 0.01%NIFCO Inc. 1,000,000 50.00%Total 2,000,000 100.00% As on date, out of the above, an amount of Rs. 50 lacs has been paid to each of the shareholders as surplus towards the repayment of share capital in the process of voluntary winding up of TNFL. Board of Directors Pursuant to the Resolution dated October 26, 2006 passed by the members of TNFL, TNFL has decided to voluntarily wind up under the provisions of the Act on account of suspension of the business since last several years. Accordingly, TNFL has discharged all its directors on its board. TNFL has appointed Mr. Mahesh Athavale as a liquidator of TNFL. Accordingly, the powers of the board of directors of TNFL stand vested with the liquidator. Audited Financial Information The brief audited financials of TNFL for Fiscal 2010, Fiscal 2009 and Fiscal 2008 are given below:

(Rs. in Mn) Particulars For the year ended

March 31, 2010 March 31, 2009 March 31, 2008 Equity Share Capital* 10.00 11.00 11.00Accumulated Losses (9.66) (9.65) (9.56)Interest Income - 0.025 0.07Profit / (Loss) After Tax (0.01) (0.09) (0.05)Earning Per Share (EPS) (Rs.) - Basic & Diluted (0.01) (0.08) (0.04)Net Asset Value** (NAV) (Rs. per share) 0.34 0.67 1.29 *Equity Share with face value of Rs. 10 each ** Net worth for the purpose of determination of NAV, is computed as summation of equity share capital and reserves and surplus (excluding revaluation reserve) less miscellaneous expenses not written off and accumulated losses The equity shares of TNFL are not listed on stock exchange.

106

TNFL has not made any public or rights issue in the last three years. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TNFL. Common Pursuit There are no common pursuits between TNFL and our Company and therefore, there is no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TNFL & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TNFL in our Company There are no business interests of TNFL in our Company. 10. TACO Holdings (Mauritius) Limited (TACO Holdings) TACO Holdings (Mauritius) Limited was incorporated on 4 August 2005 with Business Registration No. C06057803. The registered office of TACO Holdings (Mauritius) Limited at C/o International Financial Services Limited , IFS Court, Twenty Eight, Cybercity, Ebene, Mauritius. TACO Holdings is an Investment holding company. Shareholding Pattern

Name of the shareholder No. of equity shares held % shareholding Tata AutoComp Systems Limited (TACO) 25,938,723 100.00% Total 25,938,723 100.00%

Board of Directors The board of directors of TACO Holdings as on date comprises:

• Mr. Rajiv Bakshi • Mr. Couldip Basanta Lala

Audited Financial Information The brief audited financials of TACO Holdings for six months ended on September 30, 2010, Fiscal 2010, Fiscal 2009 and Fiscal 2008 are given below:

(Rs. in Mn) Particulars Six Months

ended For the year ended

30-Sep-10 31-Mar-10

31-Mar-09

31-Mar-08

Equity Capital 1,612.09 1,565.90 1,441.60 732.32Share application Money 0.00 0.00 0.00 158.19Reserves (excluding revaluation reserves) and Surplus (1,201.65) (1,201.23) (1,076.30) 7.90

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Sales/Income (excluding other income) 0.00 0.00 0.05 5.92Profit / (Loss) After Tax (0.42) (124.92) (1,084.20) 4.48Earnings Per Share (EPS) (Rs.) – Basic & Diluted (0.01) (4.95) (46.74) 0.37* Net Asset Value (NAV) (Rs. per share) 15.85 14.48 15.72 76.26

Note: Conversion rate as on February 28, 2011: 1 Euro = 62.15 INR (Source: RBI’ website) The equity shares of TACO Holdings are not listed on any stock exchange. TACO Holdings has not made any public or rights issue in the last three years. TACO Holdings has issued and allotted 1,96,90,659 equity shares on July 31, 2007, March 26, 2008, November 13, 2008, January 5, 2009 and March 26, 2009 to its existing shareholder. TACO Holdings is not under winding up. There are no defaults in meeting any statutory/bank/institution dues. No proceedings have been initiated for economic offences against TACO Holdings. Common Pursuit There are no common pursuits between TACO Holdings and our Company and therefore, there is no business transactions related to common pursuits. Sale or purchase between group companies There are no sales or purchases between TACO Holdings & our Company exceeding in value an aggregate of ten percent of the total sales or purchases of our Company. Interests of TACO Holdings in our Company There are no business interests of TACO Holdings in our Company.

108

RELATED PARTY TRANSACTIONS Please refer to Annexure F of the “Auditors’ Report” beginning on page no. 124 of this Letter of Offer.

109

DIVIDEND POLICY Our Company has been a dividend paying company and has paid dividends in each of the last three years. The following are the dividend payouts in the last three years by our Company -

Fiscal Rate of Dividend per Equity Share of Rs. 10 each 2008 15 % 2009 5 % 2010 15%

The Preference Shareholders of our Company have been paid a dividend of 12% p.a. for each of the above three years. The dividends paid in the past are not necessarily indicative of our dividend policy or dividends, if any, in the future. The declaration and payment of dividend will be recommended by our Board of Directors and approved by our shareholders at their discretion and will depend on a number of factors, including but not limited to, our profits, capital requirements and overall financial conditions. Our Board of Directors may also from time to time pay interim dividend.

110

SECTION V: FINANCIAL STATEMENTS

AUDITORS’ REPORT The Board of Directors Automotive Stampings and Assemblies Limited G-71/2, MIDC Industrial Area, Pune 411 026, Maharashtra, India Dear Sirs, 1. We have examined the attached Financial Information of Automotive Stampings and Assemblies Limited

(hereinafter referred to as ‘the Company’), annexed to this report for each of the financial years ended on March 31, 2010, 2009, 2008, 2007, 2006 and for the nine months ended December 31, 2010 prepared by the Company and as approved by the Board of Directors of the Company, prepared in terms of the requirements of Paragraph B, Part II of Schedule II of the Companies Act, 1956 (“the Act”) and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended to date (“SEBI Regulations”) and in terms of our engagement agreed upon with you in accordance with our engagement letter dated December 31, 2009 and addendum dated May 04, 2010, October 21, 2010 and January 24, 2011, in connection with the proposed Right issue of Equity shares of the Company.

2. These financial information have been extracted by the Management from the Financial Statements for the

years ended March 31, 2010, 2009, 2008, 2007, 2006 and for the nine months ended December 31, 2010.

The restated financial information has been made after incorporating:

a) Adjustment for the changes in accounting policies retrospectively in respective financial years/period to reflect the same accounting treatment as per changed accounting policy for all the reporting periods.

b) Adjustments for the material amounts in the respective financial years/period to which they relate.

c) And there are no extra-ordinary items that need to be disclosed separately in the accounts and

qualification requiring adjustments. 3. In accordance with the requirements of Paragraph B of Part II of Schedule II of the Act, the SEBI

Regulations and terms of our engagement agreed with you, we further report that:

a) The Restated Summary Statement of Assets and Liabilities of the Company as at March 31, 2010, 2009, 2008, 2007, 2006 and December 31, 2010, examined by us, as set out in Annexure A to this report are after making adjustments and regrouping as in our opinion were appropriate and more fully described in Significant Accounting Policies and Notes and Changes in Significant Accounting Policies given in Annexure D (Refer Annexures).

b) The Restated Summary Statement of Profit or Loss of the Company for each of the financial years

ended on March 31, 2010, 2009, 2008, 2007, 2006 and for the nine months ended December 31, 2010, examined by us, as set out in Annexure B to this report are after making adjustments and regrouping as in our opinion were appropriate and more fully described in Significant Accounting Policies, Notes and Changes in Significant Accounting Policies given in Annexure D (Refer Annexures).

c) The Restated Summary Statement of Cash Flows of the Company for each of the financial years ended

on March 31, 2010, 2009, 2008, 2007, 2006 and for the nine months ended December 31, 2010, examined by us, as set out in Annexure C to this report, in our opinion, were appropriate and more fully described in Significant Accounting Policies, Notes and Changes in Significant Accounting Policies given in Annexure D (Refer Annexures).

111

d) Based on above, we are of the opinion that the restated Financial Information have been made after incorporating:

(i) Adjustments for the changes in accounting policies retrospectively in respective financial

years/period to reflect the same accounting treatment as per changed accounting policy for all the reporting periods.

(ii) Adjustments for the material amounts in the respective financial years/period to which they relate.

(iii) And there are no extra-ordinary items that need to be disclosed separately in the accounts and qualification requiring adjustments.

e) We have also examined the following other financial information, setout in Annexures prepared by the

Management and approved by the Board of Directors relating to the Company for each of the financial years ended on March 31, 2010, 2009, 2008, 2007, 2006 and for the nine months ended December 31, 2010.

(i) Statement of Significant accounting policies followed by the Company and Changes in

accounting policies included in Annexure D (ii) Statement of Dividends paid/ proposed included in Annexure E (iii) Statement of Related Party Transactions included in Annexure F (iv) Statement of Other Income included in Annexure G (v) Statement of Accounting Ratios included in Annexure H (vi) Statement of Secured Loans included in Annexure I (vii) Statement of Unsecured Loans included in Annexure J (viii) Statement of Sundry Debtors included in Annexure K (ix) Statement of Loans and Advances included in Annexure L (x) Statement of Capitalisation as at December 31, 2010 included in Annexure M (xi) Statement of Tax shelter included in Annexure N (xii) Statement of Segment Reporting included in Annexure O

In our opinion, the Financial Information contained in Annexure A to O of this report read along with the Significant Accounting Policies, Changes in Significant Accounting Policies and Notes (Refer Annexures) prepared after making adjustments and regrouping as considered appropriate have been prepared in accordance with Paragraph B of Part II of Schedule II of the Act and the SEBI Regulations. 4. Our report is intended solely for use of the Management and for inclusion in the offer document in

connection with the proposed Right Issue of Equity shares of the Company and should not to be used, referred to or distributed for any other purpose without our prior written consent.

For Price Waterhouse Firm Registration Number: 301112E Chartered Accountants Sd/- Jeetendra Mirchandani Place: Pune Partner Date: March 3, 2011 Membership Number 48125

112

Annexure A Statement of Assets and Liabilities of

Automotive Stampings and Assemblies Limited, as Restated (Currency: Indian Rupee in Million)

SL. NO. PARTICULARS

REFERE-NCE TO ANNEX-

URES

AS AT DECEMBER

31, 2010

AS AT MARCH 31,

2010 2009 2008 2007 2006

A FIXED ASSETS Gross Block 2,097.13 1,992.69 1,960.40 1,436.15 1,222.30 1,017.97

Less: Accumulated Depreciation 1,082.59 987.45 864.81 744.98 638.82 534.59

Net Block 1,014.54 1,005.24 1,095.59 691.17 583.48 483.38

Capital Work in Progress (including capital advances)

72.69 19.16 8.65 394.34 71.68 149.66

Total 1,087.23 1,024.40 1,104.24 1,085.51 655.16 633.04

B CURRENT ASSETS, LOANS AND ADVANCES

Inventories 315.09 235.27 269.01 313.15 351.92 316.70 Sundry Debtors K 169.31 213.63 268.77 229.73 270.30 195.80

Cash and Bank Balances 3.66 122.37 73.77 20.24 7.48 102.71

Loans and Advances L 114.36 89.49 147.72 150.76 119.55 87.98 Total 602.42 660.76 759.27 713.88 749.25 703.19

C LIABILITIES AND PROVISIONS

Secured Loans I 478.73 513.58 692.50 605.01 273.48 185.00 Unsecured Loans J 59.64 11.39 14.99 18.59 22.06 180.12 Current Liabilities 504.02 556.94 598.77 548.03 476.57 401.01 Provisions 21.87 52.64 41.85 45.90 62.80 48.49

Deferred Tax Liability (Net) 67.09 52.00 30.10 44.70 52.86 53.44

Total 1,131.35 1,186.55 1,378.21 1,262.23 887.77 868.06

D NET WORTH (A+B-C) 558.30 498.61 485.30 537.16 516.64 468.17

E NET WORTH REPRESENTED BY

Share Capital 191.99 191.99 191.99 191.99 191.99 221.99 Reserves and Surplus 366.31 306.62 293.31 345.17 324.65 246.18 Net Worth 558.30 498.61 485.30 537.16 516.64 468.17

F

Statement of Significant Accounting Policies and Notes and Changes in Significant Accounting Policies

D

The Annexures C to O form an integral part of the restated accounts.

113

Annexure B Statement of Profit and Loss Account of

Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million) PARTICULARS

REFERE-NCE TO ANNEX-

URES

FOR THE NINE MONTHS ENDED

DECEMBER 31, 2010

FOR THE YEAR ENDED MARCH 31, 2010 2009 2008 2007 2006

INCOME

Net Sales of products manufactured Other income Increase / (Decrease) in inventories

3,883.44

19.59

39.35

4,139.87

32.84

(9.80)

3,448.88

36.68

11.33

3,006.59

18.30

(21.02)

3,122.89

124.93

7.72

2,756.24

29.95

(64.94)

TOTAL 3,942.38 4,162.91 3,496.89 3,003.87 3,255.54 2,721.25

EXPENDITURE Raw Material Consumed 3,103.46 3,193.80 2,725.98 2,202.75 2,392.17 1,967.84Staff Cost 275.47 267.15 250.85 221.68 182.15 165.38Other Manufacturing Expenses

316.06

427.80 369.13 343.67 354.91 334.42

Administration Expenses 76.92 82.65 70.43 93.70 80.97 120.74Selling and Distribution Expenses

34.42 44.47 31.29 52.45 53.07 42.47

Interest and Finance Charges 44.32 69.36 82.53 23.79 23.36 19.57TOTAL 3,850.65 4,085.23 3,530.21 2,938.04 3,086.63 2,650.42PROFIT/ (LOSS) BEFORE TAX

91.73 77.68 (33.32) 65.83 168.91 70.83

PROVISION FOR TAXATION:

Current tax (including wealth tax)

18.20 11.20 0.03 31.07 61.60 28.10

Deferred tax Expense / (Credit) Minimum Alternate Tax Credit Entitlement

15.82

(3.40)

26.00

(11.20)

(9.60)

-

(9.50)

-

(2.20)

-

(4.30)

-

Fringe Benefit Tax Short /(Excess) provision for taxation in respect of earlier years written back

- -

-

0.23

1.45

(0.98)

1.30

-

1.21

-

1.25

(0.65)

TOTAL 30.62 26.23 (9.10) 22.87 60.61 24.40NET PROFIT / (LOSS) AFTER TAX BEFORE ADJUSTMENTS

61.11 51.45 (24.22) 42.96 108.30 46.43

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PARTICULARS

REFERE-NCE TO ANNEX-

URES

FOR THE NINE MONTHS ENDED

DECEMBER 31, 2010

FOR THE YEAR ENDED MARCH 31, 2010 2009 2008 2007 2006

ADJUSTMENTS: a. Adjustments on account of

changes in Accounting Policies

D (B) Note 2

- 0.61 1.57 1.57 0.40 0.37

b. Other material adjustments (2.14) (12.63) (14.63) 9.56 3.26 (4.03)TOTAL OF ADJUSTMENTS

(2.14) (12.02) (13.06) 11.13 3.66 (3.66)

TAX IMPACT OF ADJUSTMENTS:

a. Current tax impact of adjustments

b. Deferred tax impact of adjustments

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

-

0.73

-

-

4.09

0.23

-

5.00

(0.98)

-

(1.33)

(1.70)

-

(1.62)

-

-

(1.17)

2.03

TOTAL OF TAX IMPACT OF ADJUSTMENTS

0.73 4.32 4.02 (3.03) (1.62) 0.86

TOTAL OF ADJUSTMENTS AFTER TAX IMPACT

(1.41) (7.70) (9.04) 8.10 2.04 (2.80)

NET PROFIT / (LOSS) AS RESTATED

59.70 43.75 (33.26) 51.06 110.34 43.63

Profit and Loss amount at the beginning of the year

48.76 40.45 92.31 79.29 38.82 30.07

Balance available for appropriations, as Restated

108.46 84.20 59.05 130.35 149.16 73.70

APPROPRIATIONS Transfer to Capital Redemption Reserve

- - - - 30.00 -

Transfer to General Reserve - 5.00 - 7.50 8.00 4.50Dividend on Preference Shares

- 10.80 10.80 10.80 11.97 14.40

Dividend on Equity Shares - 15.30 5.10 15.30 15.30 12.24Corporate Dividend Tax - 4.34 2.70 4.44 4.60 3.74TOTAL - 35.44 18.60 38.04 69.87 34.88Balance Carried Forward, as Restated

108.46 48.76 40.45 92.31 79.29 38.82

Statement of Significant Accounting Policies and Notes and Changes in Significant Accounting Policies

D

The Annexures C to O form an integral part of the restated accounts.

115

Annexure C Statement of Cash Flows of

Automotive Stampings and Assemblies Limited, as Restated (Currency: Indian Rupee in Million)

SL. NO.

PARTICULARS FOR THE NINE MONTHS ENDED

DECEMBER 31, 2010

FOR THE YEAR ENDED MARCH

31,2010

FOR THE YEAR ENDED MARCH

31,2009

FOR THE YEAR ENDED MARCH

31,2008

FOR THE YEAR ENDED MARCH

31,2007

FOR THE YEAR ENDED MARCH

31,2006 A CASH FLOW FROM

OPERATING ACTIVITIES:

Restated Net Profit / (Loss) before taxation

89.59 65.66 (46.38) 76.96 172.57 67.17

Adjustments for : Depreciation 96.86 134.41 133.75 113.78 106.61 96.70 Interest and financial charges 44.32 69.36 82.53 23.79 23.36 19.57 Interest income - (0.96) (0.37) (1.00) (0.19) (1.21)

Profit on sale of investments (short term, non-trade)

- - (0.01) - - (2.50)

Dividend on Short Term Non-trade Investments

(0.89) (1.42) (1.21) (1.63) (0.94) (0.88)

Profit on sale of assets (0.29) - (1.29) - (0.69) -

Loss on sale / write off of assets

- 140.00 3.26 204.65 - 213.40 0.30 135.24 - 128.15 0.19 111.87

Operating Profit before Working Capital Changes

229.59 270.31 167.02 212.20 300.72 179.04

Adjusted for: Trade and other Receivables 29.68 124.21 (33.73) 14.10 (113.76) (25.80) Inventories (79.86) 33.74 44.14 38.77 (35.22) 28.15

Trade payables and other liabilities

(52.96) (103.14) (39.39) 118.56 57.60 68.01 66.97 119.84 74.25 (74.73) 74.67 77.02

Cash Generated From Operations

126.45 388.87 235.03 332.04 225.99 256.06

Direct taxes (25.00) (10.84) (3.65) (52.96) (40.95) (30.16)

NET CASH FROM OPERATING ACTIVITIES (A)

101.45 378.03 231.38 279.08 185.04 225.90

116

SL. NO.

PARTICULARS FOR THE NINE MONTHS ENDED

DECEMBER 31, 2010

FOR THE YEAR ENDED MARCH

31,2010

FOR THE YEAR ENDED MARCH

31,2009

FOR THE YEAR ENDED MARCH

31,2008

FOR THE YEAR ENDED MARCH

31,2007

FOR THE YEAR ENDED MARCH

31,2006 B CASH FLOW FROM

INVESTING ACTIVITIES:

Purchase of fixed assets (159.97) (60.97) (154.74) (544.97) (130.03) (81.68)

Proceeds from disposal of fixed assets

0.57 3.13 3.56 0.54 2.00 0.87

Dividend on Short Term Non-trade Investments

0.89 1.42 1.21 1.63 0.94 0.88

Profit on sale of investments (short term, non-trade)

- - 0.01 - - 2.50

Interest received - 0.96 0.37 1.00 0.19 1.21

NET CASH USED IN INVESTING ACTIVITIES (B)

(158.51) (55.46) (149.59) (541.80) (126.90) (76.22)

C CASH FLOW FROM

FINANCING ACTIVITIES:

Interest paid (44.62) (72.85) (81.62) (22.05) (22.08) (18.82)

Redemption of Preference Shares

- - - - (30.00) -

Long Term Loan availed/(paid) (Net)

(111.48) (148.92) 87.49 315.01 75.00 10.00

Sales tax deferral availed/(paid) (Net)

(1.75) (3.60) (3.60) (3.47) (158.06) 5.74

Other borrowings 126.63 (30.00) - 16.52 13.48 (25.00)

Equity and Preference Dividend paid

(30.43) (18.60) (30.53) (30.53) (31.71) (30.37)

(including tax thereon)

NET CASH FROM / USED IN FINANCING ACTIVITIES (C)

(61.65) (273.97) (28.26) 275.48 (153.37) (58.45)

Net increase/(decrease) in Cash and Cash equivalents (A) + (B) + ( C)

(118.71) 48.60 53.53 12.76 (95.23) 91.23

Cash and cash equivalents (Opening Balance)

122.37 73.77 20.24 7.48 102.71 11.48

Cash and cash equivalents (Closing Balance)

3.66 122.37 73.77 20.24 7.48 102.71

Note: The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard - 3 on 'Cash Flow Statements’ notified u/s 211 (3C) of the Companies Act, 1956.

117

Annexure D Statement of Significant Accounting Policies and Notes and Changes in Significant Accounting Policies

A. SIGNIFICANT ACCOUNTING POLICIES: 1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

These accounts have been prepared under the historical cost convention on the basis of a going concern and in accordance with the accounting principles generally accepted in India.

2 FIXED ASSETS AND DEPRECIATION

Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. All costs relating to the acquisition and installation of fixed assets are capitalized and include borrowing costs directly attributable to construction or acquisition of fixed assets, upto the date the asset is put to use. Depreciation on fixed assets has been provided as under:

a. Depreciation on fixed assets is provided on straight line method at the rates and in the manner prescribed in Schedule XIV to the Companies Act, 1956, of India except in case of the following assets for which depreciation has been provided at higher rates based on the useful life as determined by the Management:

Furniture & Fixtures and Office Equipment (including white goods) 20% Computers 25% Tools, /Jigs & Fixtures 20% Vehicles 20% Pallets 12.5%

b. Leasehold land is amortized over the period of lease. c. Except for items for which 100% depreciation rates are applicable, depreciation on assets added / disposed of

during the year has been provided on pro rata basis with reference to the date of addition / disposal.

d. Intangible assets are stated at cost less accumulated amortization. Intangible assets are amortized on a straight line basis over their estimated useful life ranging between 3 to 5 years.

e. The Management periodically assesses using external and internal sources whether there is an indication that

an asset may be impaired. If an asset is impaired, the Company recognizes an impairment loss as the excess of the carrying amount of the asset over the recoverable amount.

3 INVESTMENTS Current Investments are stated at Cost or Market value whichever is lower. 4 INVENTORIES

a. Raw materials, components, stores and spares are valued at cost or net realizable value, whichever is lower.

Cost is determined using the weighted average basis.

b. Finished goods and work-in-process are valued at cost or net realizable value, whichever is lower. Finished goods and work-in-process includes cost of conversion incurred in bringing the inventories to its present location and condition.

c. Scrap is valued at net realizable value.

118

5 REVENUE RECOGNITION

a) Sales are recognized on supply of goods to customers and are net of sales tax and discounts.

b) Price increase or decrease due to change in major raw material cost, pending acknowledgement from major customers, is accrued on estimated basis.

6 FOREIGN CURRENCY TRANSACTIONS

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction.

Foreign currency Monetary Assets and Liabilities are stated at the exchange rates prevailing at the date of the Balance Sheet. The exchange differences are dealt with, in the Profit and Loss Account. In the case of forward contracts, the difference between the forward rate and the exchange rate on the transaction date is recognised as income or expense over the period of the related contracts.

7 BORROWING COSTS

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as

part of the cost of such assets upto the date the asset is put to use. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to Profit and Loss Account in the year in which they are incurred.

8 EMPLOYEE BENEFITS

(i) Employee Benefits (a) Defined Contribution Plans

The Company has Defined Contribution Plans for post employment benefits in the form of Superannuation Fund which is recognised by the Income-tax authorities and administered through trustees and Life Insurance Corporation of India (LIC) and Provident Fund. Besides, the Company also makes contribution to the Employees’ State Insurance Scheme. These plans constitute insured benefits as the Company has no further obligation beyond making the contributions. The Company's contributions to Defined Contribution Plans are charged to the Profit and Loss Account as incurred.

(b) Defined Benefit Plans The Company has Defined Benefit Plan for post employment benefit in the form of Gratuity. Gratuity Fund is recognised by the Income-tax authorities and administered through trustees and Life Insurance Corporation of India (LIC). Liability for Defined Benefit Plan is provided on the basis of valuation, as at the Balance Sheet date, carried out by independent actuary. The actuarial valuation method used by independent actuary for measuring the liability is the Projected Unit Credit method.

(c) Compensated Absences Provision for Compensated Absences is based on an actuarial valuation carried out at Balance Sheet date.

(ii) Termination benefits are recognised as an expense as and when incurred.

(iii) Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Profit and Loss Account as income or expense.

9 TAXATION

(i) Provision for current tax is made in accordance with and at the rates specified under the Income-tax Act, 1961,

as amended. In the year in which Provision for Current Tax has been made under Minimum Alternative Tax (MAT) as per the provisions of Section 115JB of the Income Tax Act, 1961, the Company has recognized this MAT credit as an asset under the head ‘Loans and Advances’ and has credited the same to the Profit and Loss Account under ‘Provision for Taxation’. In the year of set-off of credit, the amount of credit availed is taken as a deduction from the ‘Provision for Tax’ liability account. The unavailed amount of MAT credit entitlement is

119

reflected under the head ‘Loans and Advances’ to the extent there is convincing evidence that the Company will pay normal income tax during the period specified under the Income Tax Act, 1961.

(ii) In accordance with Accounting Standard 22 – ‘Accounting for taxes on Income’, issued by the Institute of

Chartered Accountants of India, the deferred tax for timing differences between the book and tax profits for the year is accounted for using the tax rates and laws that have been enacted or substantively enacted as of the balance sheet date.

Deferred tax assets arising from the timing differences are recognized to the extent there is reasonable certainty that the assets can be realized in future. Deferred tax assets are recognized for tax loss and depreciation carried forward to the extent that the realization of the related tax benefit through the future taxable profits is virtually certain. In respect of Section 80IC unit of the Company situated at Pantnagar which is enjoying income-tax benefits, deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the differences between the taxable income and accounting income that originates in the tax holiday period and are capable of reversal after the tax holiday period.

10 WARRANTY EXPENSES

Product warranty expenses are determined based on past experience and estimates and are accrued in the year of sale.

B. NOTES AND CHANGES IN SIGNIFICANT ACCOUNTING POLICIES

1 Restatements to the Audited Financial Statements

Summarized below are the restatements made to the audited financial statements for the years ended March 31, 2006, 2007, 2008, 2009 and 2010 and for the nine months ended December 31, 2010 and their impact on the profit / (loss) of the Company:

(Currency: Indian Rupee in Million)

RESTATEMENTS

FOR THE NINE

MONTHS ENDED

DECEMBER 31, 2010

FOR THE YEAR ENDED MARCH 31,

2010 2009 2008 2007 2006

A. Adjustments a. Adjustments on account of changes in accounting policies: Adjustment on account of reduction in Depreciation due to charging of the Exchange Rate Difference relating to liability for fixed assets to Profit & loss A/c (Refer Note 2 (a) below)

- 0.61 1.57 1.57 1.58 1.58

Adjustment on account of revision in Accounting Standard 15, Employee Benefits (Refer Note 2 (b) below)

- - - - (1.18) (1.21)

Total: - 0.61 1.57 1.57 0.40 0.37b. Other Material Adjustments:

120

RESTATEMENTS

FOR THE NINE

MONTHS ENDED

DECEMBER 31, 2010

FOR THE YEAR ENDED MARCH 31,

2010 2009 2008 2007 2006

Provision for expenses no longer required written back (Refer Note 2 (c) below)

- (1.39) (3.33) (0.51) (0.10) (5.86)

Recovery of bad debts written off in earlier years (Refer Note 2 (d) below)

- - - - - (0.84)

Adjustment on account of Interest on Tax Provision pertaining to previous year (Refer Note 2 (e) below)

- - - 1.22 (1.22) -

Provision for doubtful Debts written back (Refer Note 2 (f) below)

- (13.38) (10.72) 8.27 4.58 2.67

Provision for Doubtful Advances written back (Refer Note 2(f) below)

- - (0.58) 0.58 - -

Provision for Warranty written back (Refer Note 2 (g) below)

(2.14) 2.14 - - - -

Total: (2.14) (12.63) (14.63) 9.56 3.26 (4.03)Pre-tax impact of Adjustments - (A)

(2.14) (12.02) (13.06) 11.13 3.66 (3.66)

B. Tax impact of Material Adjustments: Impact of provision (current tax) of earlier years written off / written back (Refer Note 2 (h) below)

- 0.23 (0.98) (1.70) - 2.03

Deferred tax impact of adjustments (Refer Note 2 (i) below)

0.73 4.09 5.00 (1.33) (1.62) (1.17)

Total Tax impact of Material Adjustments - (B)

- 4.32 4.02 (3.03) (1.62) 0.86

Total (A+B) (1.41) (7.70) (9.04) 8.10 2.04 (2.80)

2 Adjustments: a. Exchange Rate Differences relating to liability for fixed assets capitalized in years prior to 2005-06, have

been charged to Profit & loss A/c instead of capitalisation to the respective assets in accordance with the new Accounting Standard of the Companies (Accounting Standard) Rules, 2006. The respective adjustment to the fixed assets and accumulated depreciation has been suitably given effect to.

b. The Company has, with effect from 1st April, 2007, adopted the Accounting Standard 15, Employee

Benefits (revised 2005), issued by the Institute of Chartered Accountants of India. The effect of change in the Policy for earlier years has been adjusted in the relevant financial years to which it relates. The same has been suitably classified under Current Liabilities & Provisions in the respective years.

121

c. Provision for expenses no longer required, written back in the years ended March 31, 2006, March 31, 2007, March 31, 2008, March 31, 2009 and March 31, 2010, has been adjusted in the relevant financial years to which the same relates. The same has been suitably classified under Current Liabilities & Provisions in the respective years.

d. Debts written off as Bad in earlier years and recovered during the year ended March 31, 2006 have been

adjusted in the relevant financial years in which they were written off. The same has been suitably considered under Sundry Debtors in the respective years.

e. The interest on current tax for earlier year, accounted in the year ended March 31, 2008 has been adjusted in

the relevant financial year to which the same relates. The same has been suitably classified under Current Liabilities & Provisions in the respective years.

f. Provision for Doubtful Debts / Advances written-back in the years ended March 31, 2009 and

March 31, 2010, has been adjusted in the relevant financial years to which the same relates. The same has been suitably considered under Sundry Debtors/ Loans and advances in the respective years.

g. Provision for Warranty written back in the nine months ended December 31, 2010 has been adjusted in the

relevant financial year to which the same relates. The same has been suitably considered under Current Liabilities & Provisions in the respective years.

h. Tax provision for earlier years no longer required, written back in the year ended March 31, 2006 and

March 31, 2009, has been adjusted in the relevant financial years to which the same relates. The same has been suitably classified under Loans and Advances / Current Liabilities & Provisions in the respective years.

Short provision for taxation in respect of earlier years, written off in the years ended March 31, 2009, and March 31, 2010 has been adjusted in the relevant financial years to which the same relates. The same has been suitably classified under Loans and Advances / Current Liabilities & Provisions in the respective years. Further, the Deferred tax credit in respect of earlier year, accounted for in the year ended March 31, 2009, has been adjusted under Deferred Tax Liability in the relevant financial year to which it relates.

i. The Tax Rate applicable for the respective years has been used to calculate the notional deferred tax impact

of adjustments. 3 Profit and Loss Account as at 01.04.2005, as Restated

(Currency: Indian Rupee in Million) PARTICULARS AMOUNT

Profit and Loss Account Balance as on 01.04.2005, as per audited Financial Statements 22.81 Exchange Rate fluctuations relating to liability of Fixed Assets (Refer Note 2 (a) above) (6.90) Provisions for expenses pertaining to years prior to 01.04.2005 written back (Refer Note 2 (c) above)

19.77

Excess Provision for current tax pertaining to years prior to 01.04.2005 written back (Refer Note 2 (f) above)

0.43

Recovery against bad debts pertaining to years prior to 01.04.2005 (Refer Note 2 (d) above) 0.84 Adjustment on account of revision in Accounting Standard 15, Employee Benefits (Refer Note 2 (b) above)

(3.06)

Deferred tax impact of adjustments as above (3.82) Profit and Loss Account Balance as on 01.04.2005, as Restated 30.07

4 Contingent Liabilities (Currency: Indian Rupee in Million)

SL. NO. PARTICULARS

AS AT DECEMBER 31, 2010

AS AT MARCH 31,

2010 2009 2008 2007 2006

1 Bills discounted not 661.43 1,011.23 770.53 578.40 635.08 671.91

122

matured

2 Claims against the Company not acknowledged as Debts

2.26 2.26 2.29 - 2.20 2.39

123

Annexure E Statement of Dividends Paid/Proposed of

Automotive Stampings and Assemblies Limited, as Restated

Notes: 1. 3,000,000 Preference Shares were redeemed on 29th July, 2006 by exercising the option of redemption before

maturity by the Company. 2. Amount paid as dividend on equity shares in the past is not indicative of the Dividend Policy of the Company in

future. 3. The figures disclosed above are based on the financial statements of the Company. 4. The rate of dividend applicable on preference shares is 12%. No dividend has been declared on the preference

shares for the nine months ended December 31, 2010.

PARTICULARS FOR THE NINE MONTHS ENDED

DECEMBER 31, 2010

FOR THE YEAR ENDED MARCH 31

2010 2009 2008 2007 2006

DIVIDEND ON PREFERENCE SHARES:

Number of Preference Shares

i) Outstanding 9,000,000 9,000,000 9,000,000 9,000,000 9,000,000 12,000,000 ii) Redeemed - - - - 3,000,000 -

Face value per share (Rs.)

10 10 10 10 10 10

Paid up value per share (Rs.)

10 10 10 10 10 10

Rate of Dividend % 12% 12% 12% 12% 12% 12% Total Dividend Paid on preference shares (Rs. in Million)

Refer Note 4 below

10.80 10.80 10.80 11.97 (Refer Note 1

below)

14.40

DIVIDEND ON EQUITY SHARES:

Number of Equity Shares

10,198,541 10,198,541 10,198,541 10,198,541 10,198,541 10,198,541

Face Value Per Share (Rs.)

10 10 10 10 10 10

Paid Up Value Per Share (Rs.)

10 10 10 10 10 10

Rate of Dividend % - 15% 5% 15% 15% 12%Total Dividend Paid on equity shares (Rs. in Million)

- 15.30 5.10 15.30 15.30 12.24

TAX ON DIVIDENDS

i) Preference Shares - 1.79 1.84 1.84 2.00 2.02ii) Equity Shares - 2.54 0.86 2.60 2.60 1.72Total Tax on Dividends

- 4.34 2.70 4.44 4.60 3.74

124

Annexure F Statement of Related Party Transactions

A] List of Related Parties with whom the Company has had transactions and the nature of Relationship, as Restated

SL NO NATURE OF RELATIONSHIP

FOR THE NINE MONTHS ENDED DECEMBER 31,

2010

FOR THE YEAR ENDED MARCH 31,

2010 2009 2008 2007 2006

i) Holding Company and Controlling Enterprise

1.Tata AutoComp Systems Limited (Controlling Enterprise upto December 9, 2010 and Holding Company w.e.f. December 10, 2010)

2. Gestamp Servicios, S.L. (Controlling Enterprise upto December 9, 2010)

3. Gestamp Automocion S.L. (Controlling Enterprise upto December 9, 2010)

4.Tata Sons Limited (Ultimate Holding Company w.e.f. December 10, 2010)

1.Tata AutoComp Systems Limited (Controlling Enterprise)

2.Gestamp Servicios, S.L. (Controlling Enterprise)3.Gestamp Automocion

S.L. (Controlling Enterprise)

1.Tata AutoComp Systems Limited (Controlling Enterprise)

2. Gestamp Servicios, S.L.(Controlling Enterprise)

3. Gestamp Automocion S.L. (Controlling Enterprise)

1.Tata AutoComp Systems Limited (Holding Company upto August 20, 2007 and Controlling Enterprise w.e.f. August 21, 2007)

2.Gestamp Servicios, S.L. (Controlling Enterprise w.e.f. August 21, 2007)

3.Gestamp Automocion S.L. (Controlling Enterprise w.e.f. August 21, 2007)

Tata AutoComp Systems Limited(Holding Company)

Tata AutoComp Systems Limited (Holding Company)

125

SL NO NATURE OF RELATIONSHIP

FOR THE NINE MONTHS ENDED DECEMBER 31,

2010

FOR THE YEAR ENDED MARCH 31,

2010 2009 2008 2007 2006

ii) Fellow Subsidiary & Enterprise under Common Control

1. Tata Toyo Radiator Limited (Fellow Subsidiary w.e.f. December 10, 2010 and Enterprise under Common Control upto December 9, 2010)

2. Estampaciones Metalicas Vizcaya S.A. (Enterprise under Common Control upto December 9, 2010)

3. Tata Ficosa Automotive Systems Limited (Enterprise under Common Control)

4. TACO Hendrickson

Suspensions Private Limited (Enterprise under Common Control)

5. e- Nxt Financials Limited (Fellow Subsidiary w.e.f. December 10, 2010)

6. Tata Teleservices (Maharashtra) Limited (Fellow Subsidiary w.e.f. December 10, 2010)

1. Tata Toyo Radiator Limited (Enterprise under Common Control)

2. Estampaciones Metalicas Vizcaya S.A. (Enterprise under Common Control)

3. Mubea Suspension India Limited (formerly known as Pirangut Springs Limited / TC Springs Limited) (Enterprise under Common Control upto December 23, 2009)

4. Tata Ficosa Automotive Systems Limited (Enterprise under Common Control)

1. Tata Toyo Radiator Limited (Enterprise under Common Control)

2. Estampaciones Metalicas Vizcaya S.A. (Enterprise under Common Control)

3. Mubea Suspension India Limited (formerly known as Pirangut Springs Limited / TC Springs Limited) (Enterprise under Common Control)

1. Tata Toyo Radiator Limited (Fellow Subsidiary upto August 20, 2007 and Enterprise under Common Control w.e.f. August 21, 2007)

2. Estampaciones

Metalicas Vizcaya S.A. (Enterprise under Common Control w.e.f. August 21, 2007)

Tata Toyo Radiator Limited (Fellow Subsidiary)

Tata Toyo Radiator Limited (Fellow Subsidiary)

126

SL NO NATURE OF RELATIONSHIP

FOR THE NINE MONTHS ENDED DECEMBER 31,

2010

FOR THE YEAR ENDED MARCH 31,

2010 2009 2008 2007 2006

iii) Key Management Personnel

Mr. Vijay Bijlani Mr. Vijay Bijlani Mr. Nagaraju Srirama (Upto November 30, 2008) Mr. Vijay Bijlani (From December 11, 2008)

Mr. Nagaraju Srirama

Mr. Vilas Divadkar(Upto April 15, 2006) Mr. Rajesh Sahay(From April 19, 2006 to February 15, 2007) Mr. Nagaraju Srirama (From February 16, 2007)

Mr. Vilas Divadkar

127

B] Statement of Transactions with Related Parties and Details of Outstanding Balances (Currency: Indian Rupee in Million)

Nature of

transactions

Year Tata AutoComp Systems Limited

Tata Sons Limited

Gestamp Servicios, S.L.

Estampaciones Metalicas Vizcaya,

S.A.

Tata Toyo Radiator Limited

Mubea Suspension India

Ltd (Formerly known as

Pirangut Springs Limited / TC

Springs Limited)

Tata Ficosa Automotive Systems

Limited

TACO Hendrickson Suspensions Pvt.

Limited

Tata Teleservices (Maharastra)

Limited

e-Nxt Financials Limited

Key Management

Personnel

Grand Total

Transactio Value

Outstanding Balance

Transactio

n Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding Balance

Transaction Value

Outstandin

g Balan

ce Service

s receive

d

2010-11* 42.71 64.42 0.60 0.60 - - - - - - - - - - - - 0.06 - 0.20 0.20 - - 43.57 65.22

2009-10 25.93 21.67 - - - - - - - - - - - - - - - - - - - - 25.93 21.67

2008-09 5.47 - - - - - - - - - - - - - - - - - - - - - 5.47 -

2007-08 36.02 19.49 - - - - - - - - - - - - - - - - - - - - 36.02 19.49

2006-07 30.00 - - - - - - - - - - - - - - - - - - - - - 30.00 -

2005-06 69.88 19.73 - - - - - - - - - - - - - - - - - - - - 69.88 19.73

Advance given

for purchases and service

s

2010-11* - - - - - - - - - - - - - - - - - - - - - - - 2009-10 - - - - - - - - - - - - - - - - - - - - - - - -

2008-09 - - - - - - - - - - - - - - - - - - - - - - - -

2007-08 29.82 21.11 - - - - - - - - - - - - - - - - - - - - 29.82 21.11

2006-07 37.45 34.00 - - - - - - - - - - - - - - - - - - - - 37.45 34.00

2005-06 - - - - - - - - - - - - - - - - - - - - - - - -

Purcha

se of goods

2010-11* - - - - - - - - - - - - - - - - - - - - - - - -

2009-10 - - - - - - - - - - 20.75 - - - - - - - - - - - 20.75 -

2008-09 32.18 1.54 - - - - - - - - 12.46 2.30 - - - - - - - - - - 44.64 3.84

2007-08 9.03 - - - - - - - - - 0.06 0.05 - - - - - - - - - 9.09 0.05

2006-07 0.02 0.02 - - - - - - - - - - - - - - - - - - - - 0.02 0.02

2005-06 - - - - - - - - - - - - - - - - - - - - - - - -

Purcha

se of Fixed Assets

2010-11* 0.25 0.25 - - - - - - - - - - - - - - - - - - - - 0.25 0.25

2009-10 - - - - - - - - - - - - - - - - - - - - - - - -

2008-09 0.82 - - - - - - - - - - - - - - - - - - - - - 0.82 0.82

2007-08 - - - - - - - - - - - - - - - - - - - - - - - -

2006-07 3.91 - - - - - - - - - - - - - - - - - - - - - 3.91 -

128

Nature of

transactions

Year Tata AutoComp Systems Limited

Tata Sons Limited

Gestamp Servicios, S.L.

Estampaciones Metalicas Vizcaya,

S.A.

Tata Toyo Radiator Limited

Mubea Suspension India

Ltd (Formerly known as

Pirangut Springs Limited / TC

Springs Limited)

Tata Ficosa Automotive Systems

Limited

TACO Hendrickson Suspensions Pvt.

Limited

Tata Teleservices (Maharastra)

Limited

e-Nxt Financials Limited

Key Management

Personnel

Grand Total

Transactio Value

Outstanding Balance

Transactio

n Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding Balance

Transaction Value

Outstandin

g Balan

ce

2005-06 - - - - - - - - - - - - - - - - - - - - - - - -

* denotes nine months ended on December 31, 2010

Purchase of

DEPB License

2010-11* - - - - - - - - - - - - - - - - - - - - - - - -

2009-10 - - - - - - - - - - - - - - - - - - - - - - - -

2008-09 - - - - - - - - - - - - - - - - - - - - - - - -

2007-08 76.99 - - - - - - - - - - - - - - - - - - - - - 76.99 -

2006-07 - - - - - - - - - - - - - - - - - - - - - - - -

2005-06 - - - - - - - - - - - - - - - - - - - - - - - -

Reimb

u-rsemen

t of expens

es- paid/

(receive)

2010-11*

2.82 0.32 - - - - - - - - - - 0.08 - 0.03 - - - - - - - 2.93 0.32

2009-10 1.37 - - - - - - - - - (0.52) - (0.04) (0.04) - - - - - - - - 0.81 (0.04)

2008-09 4.47 0.11 - - - - - - - - - - - - - - - - - - - - 4.47 0.11

2007-08

3.97 0.80 - - - - - - - - - - - - - - - - - - - - 3.97 0.80

2006-07 3.38 0.13 - - - - - - - - - - - - - - - - - - - - 3.38 0.13

2005-06 13.58 1.28 - - - - - - - - - - - - - - - - - - - - 13.58 1.28

Sale of Fixed Assets

2010-11* - - - - - - - - - - - - - - - - - - - - - - - -

2009-10 0.15 - - - - - - - - - - - 0.80 0.26 - - - - - - - - 0.95 0.26

2008-09 0.62 - - - - - - - - - - - - - - - - - - - - - 0.62 -

2007-08 - - - - - - - - - - - - - - - - - - - - - - - -

2006-07 - - - - - - - - - - - - - - - - - - - - - - - -

2005-06 - - - - - - - - - - - - - - - - - - - - - - - -

Techni

cal Assista

nce Fees

2010-11* - - - - - - 10.75 - - - - - - - - - - - - - - - 10.75 -

2009-10 - - - - - - 15.39 37.42 - - - - - - - - - - - - - - 15.39 37.42

2008-09 - - - - - - 17.12 24.35 - - - - - - - - - - - - - - 17.12 24.35

2007-08

- - - - - - 9.33 8.34 - - - - - - - - - - - - - - 9.33 8.34

2006-07 - - - - - - - - - - - - - - - - - - - - - - - -

129

Nature of

transactions

Year Tata AutoComp Systems Limited

Tata Sons Limited

Gestamp Servicios, S.L.

Estampaciones Metalicas Vizcaya,

S.A.

Tata Toyo Radiator Limited

Mubea Suspension India

Ltd (Formerly known as

Pirangut Springs Limited / TC

Springs Limited)

Tata Ficosa Automotive Systems

Limited

TACO Hendrickson Suspensions Pvt.

Limited

Tata Teleservices (Maharastra)

Limited

e-Nxt Financials Limited

Key Management

Personnel

Grand Total

Transactio Value

Outstanding Balance

Transactio

n Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding Balance

Transaction Value

Outstandin

g Balan

ce 2005-06 - - - - - - - - - - - - - - - - - - - - - - - -

* denotes nine months ended on December 31, 2010

Redemption of Prefere

nce shares

2010-11* - - -- - - - - - - - - - - - - - - - - - - - - -

2009-10 - - - - - - - - - - - - - - - - - - - - - - - -

2008-09 - - - - - - - - - - - - - - - - - - - - - - - -

2007-08 - - - - - - - - - - - - - - - - - - - - - - - -

2006-07 30.00 - - - - - - - - - - - - - - - - - - - - - 30.00 -

2005-06 - - - - - - - - - - - - - - - - - - - - - - - -

Dividend paid

on Prefere

nce shares

2010-11* 10.80 - - - - - - - - - - - - - - - - - - - - - 10.80 -

2009-10 10.80 - - - - - - - - - - - - - - - - - - - - - 10.80 -

2008-09 10.80 - - - - - - - - - - - - - - - - - - - - - 10.80 -

2007-08 10.80 - - - - - - - - - - - - - - - - - - - - - 10.80 -

2006-07 15.57 - - - - - - - - - - - - - - - - - - - - - 15.57 -

2005-06 14.40 - - - - - - - - - - - - - - - - - - - - - 14.40 -

Dividend paid

on Equity shares

2010-11* 5.74 - - - 5.74 - - - - - - - - - - - - - - - - - 11.48 -

2009-10 2.24 - - - 1.91 - - - - - - - - - - - - - - - - - 4.15 -

2008-09 6.71 - - - 5.74 - - - - - - - - - - - - - - - - - 12.45 -

2007-08 6.71 - - - 5.74 - - - - - - - - - - - - - - - - - 12.45 -

2006-07 9.96 - - - - - - - - - - - - - - - - - - - - - 9.96 -

2005-06 9.96 - - - - - - - - - - - - - - - - - - - - - 9.96 --

Interes 2010-11* 1.92 - - - - - - - - - - - - - - - - - - - - - 1.92 --

130

Nature of

transactions

Year Tata AutoComp Systems Limited

Tata Sons Limited

Gestamp Servicios, S.L.

Estampaciones Metalicas Vizcaya,

S.A.

Tata Toyo Radiator Limited

Mubea Suspension India

Ltd (Formerly known as

Pirangut Springs Limited / TC

Springs Limited)

Tata Ficosa Automotive Systems

Limited

TACO Hendrickson Suspensions Pvt.

Limited

Tata Teleservices (Maharastra)

Limited

e-Nxt Financials Limited

Key Management

Personnel

Grand Total

Transactio Value

Outstanding Balance

Transactio

n Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding Balance

Transaction Value

Outstandin

g Balan

ce t on

Inter corpor

ate deposit

2009-10 - - - - - - - - - - - - - - - - - - - - - - - --

2008-09 - - - - - - - - - - - - - - - - - - - - - - - --

2007-08 - - - - - - - - - - - - - - - - - - - - - - - --

2006-07 - - - - - - - - - - - - - - - - - - - - - - - --

2005-06 - - - - - - - - - - - - - - - - - - - - - - - --

-

* denotes nine months ended on December 31, 2010-

Inter corpor

ate deposit availed

2010-11* 80.00 50.00 - - - - - - - - - - - - - - - - - - - - 80.00 50.00

2009-10 - - - - - - - - - - - - - - - - - - - - - - - -

2008-09 - - - - - - - - - - - - - - - - - - - - - - - -

2007-08 - - - - - - - - - - - - - - - - - - - - - - - -

2006-07 - - - - - - - - - - - - - - - - - - - - - - - -

2005-06 - - - - - - - - - - - - - - - - - - - - - - - -

Sale of Goods

2010-11* - - - - - - - - 86.69 4.79 - - - - - - - - - - - - 86.69 4.79

2009-10 1.85 0.07 - - - - - - 91.19 3.54 - - - - - - - - - - - - 93.04 3.61

2008-09 3.07 0.35 - - - - - - 35.67 7.41 - - - - - - - - - - - - 38.74 7.76

2007-08 0.36 0.47 - - - - - - 2.30 1.02 - - - - - - - - - - - - 2.66 1.49

2006-07 - - - - - - - - 2.15 4.04 - - - - - - - - - - - - 2.15 4.04

2005-06 - - - - - - - - 3.47 2.15 - - - - - - - - - - - - 3.47 2.15

Manag

erial Remuneration

Mr. Vijay Bijlani

2010-11* - - - - - - - - - - - - - - - - - - - - 3.94 0.18 3.94 0.18

Mr. Vijay Bijlani

2009-10 - - - - - - - - - - - - - - - - - - - - 4.85 - 4.85 -

Mr. Nagaraju Srirama

2008-09

- - - - - - - - - - - - - - - - - - - - 3.40 0.23 3.40 0.23

131

Nature of

transactions

Year Tata AutoComp Systems Limited

Tata Sons Limited

Gestamp Servicios, S.L.

Estampaciones Metalicas Vizcaya,

S.A.

Tata Toyo Radiator Limited

Mubea Suspension India

Ltd (Formerly known as

Pirangut Springs Limited / TC

Springs Limited)

Tata Ficosa Automotive Systems

Limited

TACO Hendrickson Suspensions Pvt.

Limited

Tata Teleservices (Maharastra)

Limited

e-Nxt Financials Limited

Key Management

Personnel

Grand Total

Transactio Value

Outstanding Balance

Transactio

n Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding

Balance

Transaction Value

Outstanding Balance

Transaction Value

Outstandin

g Balan

ce Mr. Vijay Bijlani

- - - - - - - - - - - - - - - - - - - - 1.35 - 1.35 -

Mr. Nagaraju Srirama

2007-08 - - - - - - - - - - - - - - - - - - - - 4.23 0.11 4.23 0.11

Mr. Nagaraju Srirama

2006-07

- - - - - - - - - - - - - - - - - - - - 0.48 - 0.48 -

Mr. Rajesh Sahay

- - - - - - - - - - - - - - - - - - - - 1.70 - 1.70 -

Mr. Vilas Divadkar

- - - - - - - - - - - - - - - - - - - - 0.23 - 0.23 -

* Denotes nine months ended on December 31, 2010

Mr. Vilas Divadkar

2005-06 - - - - - - - - - - - - - - - - - - - - 4.83 - 4.83 -

* denotes nine months ended on December 31, 2010

132

Annexure G Statement of Other Income of Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million)

PARTICULARS

FOR THE NINE

MONTHS ENDED

DECEM-BER 31,

2010

FOR THE YEAR ENDED MARCH 31

NATURE OF INCOME 2010 2009 2008 2007 2006

Interest Income - 0.96 0.37 1.00 0.19 1.21 Recurring Profit on sale of investments (short term, non-trade)

- - 0.01 - - 2.50 Non-recurring

Dividend on Short Term Non-trade Investments

0.89 1.42 1.21 1.63 0.94 0.88 Non-recurring

Cash Discount 7.31 6.75 6.97 1.39 1.94 0.55 Recurring Gain on Foreign Exchange Fluctuations

2.50 3.15 0.89 - 0.15 0.07 Non-recurring

Miscellaneous Income

6.46 7.19 11.62 12.55 17.72 15.89 Recurring

Gain on Remission of Liability (Refer Note 1 below)

- - - - 101.82 - Non-recurring

Profit on Sale of Fixed Assets (Net)

0.29 - 1.29 - 0.69 - Non-recurring

Total 17.45 19.47 22.36 16.57 123.45 21.10 Notes: 1. The Company availed the scheme for Premature Repayment of Sales Tax Deferral Loan framed by the

Government of Maharashtra and prepaid part of the deferral loan at the prescribed net present value. This resulted in a gain of Rs. 101.82 million in the financial year 2006-07.

2. The classification of income into recurring and non-recurring is based on the current operations and business

activity of the Company. 3. All items of Other Income are from normal business activities. 4. The above items are after adjustments mentioned in Note B 2 (c), (d), (f) and (g) of Annexure D.

133

Annexure H Statement of Accounting Ratios of Automotive Stampings and Assemblies Limited, as Restated

SL. NO.

PARTICULARS AS AT /FOR THE NINE MONTHS ENDED

DECEMBER 31, 2010

AS AT / FOR THE YEAR ENDED MARCH 31 2010 2009 2008 2007 2006

1 Restated Profit/ (Loss) after Tax (Rs. in Million)

59.70 43.75 (33.26) 51.06 110.34 43.63

2 Less: Preference Dividend for the period /year including tax thereon (Rs. in Million)

9.49 12.59 12.64 12.64 13.97 16.42

3 Net Profit / (Loss) available to Equity Shareholders

50.21 31.16 (45.90) 38.42 96.37 27.21

4 Weighted average number of Equity Shares outstanding during the period /year

10,198,541 10,198,541 10,198,541 10,198,541 10,198,541 10,198,541

5 Number of Equity Shares outstanding at the end of the period /year

10,198,541 10,198,541 10,198,541 10,198,541 10,198,541 10,198,541

6 Net Worth for Equity Shareholders (Rs. in Million)

468.30 408.61 395.30 447.16 426.64 348.17

7 Accounting Ratios:

Earnings / (Loss) per Share (Rs.) (3)/(4)

4.92 3.06 (4.50) 3.77 9.45 2.67

Return on Net Worth for Equity Shareholders (3)/(6)-%

10.72% 7.63% -11.61% 8.59% 22.59% 7.82%

Net Asset Value Per Share (Rs.) (6)/(5)

45.92 40.07 38.76 43.85 41.83 34.14

Note: The above ratios have been computed on the basis of the Restated Summary Statements - Annexure A & Annexure B.

134

ANNEXURE I Statement of Secured Loans of Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million)

PARTICULARS AS AT

DECEMBER 31, 2010

AS AT MARCH 31

2010 2009 2008 2007 2006

Term Loans from Banks 402.10 513.58 662.50 575.01 260.00 185.00

Working Capital Loans from Banks

76.63 - 30.00 30.00 13.48 -

Total 478.73 513.58 692.50 605.01 273.48 185.00

Statement of Secured Loans outstanding as on December 31, 2010, as Restated

SL. NO.

LENDER AMOUNT SANCTIONED

(RS. MILLION)

AMOUNT OUTSTANDING

AS AT DECEMBER

31, 2010 (RS. IN

MILLION)

RATE OF INTEREST %

REPAYMENT TERMS

SECURITY

1 Term Loans from Banks:- a. State Bank

of India 200.00 11.80 at State Bank

Advance Rate (SBAR)

Repayable in monthly installments. Repayment ending in March, 2011.

First Pari Passu Charge on the existing and future Fixed Assets of Chakan Plant of the Company.

b. State Bank of India

150.00 50.30 at SBAR Repayable in monthly installments. Repayment ending in March, 2012.

First Pari Passu Charge on the existing and future Fixed Assets of Pantnagar Plant of the Company.

c. Bank of India

300.00

220.00 at 2.25 % below Benchmark Prime Lending Rate of the Bank (BPLR), Minimum 11% p.a.

Phased Repayment ending on March 31, 2013. Moratorium of 12 months from drawal.

First Pari Passu Charge on the existing and future Fixed Assets of Chakan Plant of the Company.

d Bank of India

200.00

120.00 at 1.75 % below Benchmark Prime Lending Rate of the Bank (BPLR), Minimum 11% p.a.

Phased Repayment ending on December 31, 2012.

First Pari Passu Charge on the existing and future Fixed Assets of Pantnagar Plant of the Company.

135

SL. NO.

LENDER AMOUNT SANCTIONED

(RS. MILLION)

AMOUNT OUTSTANDING

AS AT DECEMBER

31, 2010 (RS. IN

MILLION)

RATE OF INTEREST %

REPAYMENT TERMS

SECURITY

2 Cash Credit/ Working Capital Loans from Banks: a HDFC

Bank Limited - Working Capital Loan

30.00 30.00 9% p.a. On Demand (i) First Pari Passu Hypothecation Charge on current assets of the Company, both present and future.(ii) Second Pari Passu Charge on Fixed Assets of Chakan Plant of the Company.

b HDFC Bank Limited - Cash Credit

46.63 46.63 12.5% p.a. On Demand (i) First Pari Passu Hypothecation Charge on current assets of the Company, both present and future.(ii) Second Pari Passu Charge on Fixed Assets of Chakan Plant of the Company.

Total 478.73

136

Annexure J

Statement of Unsecured Loans of Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million)

PARTICULARS AS AT

DECEMBER 31, 2010

AS AT MARCH 31 2010 2009 2008 2007 2006

Interest Free Sales Tax Loan (Refer Notes 1 to 3 below)

9.64 11.39 14.99 18.59 22.06 180.12

Inter Corporate Deposit from Tata AutoComp Systems Limited (Promoter) (Refer Note 4 below)

50.00 - - - - -

Total 59.64 11.39 14.99 18.59 22.06 180.12

Notes:

1. These amounts represent Sales Tax Deferral Loans availed by Chakan and Halol Unit of the Company in accordance with the Schemes framed by the respective State Governments. The outstanding loan balance as on December 31, 2010 is Rs.5.95 million and Rs. 3.69 million for Chakan and Halol unit respectively.

2. The Company has prepaid a part of the Deferral Loan of Chakan Unit in 2006-07 as per the Scheme of

Prepayment framed by the Government of Maharashtra.

3. Repayment: Phased repayment, the last Installment for the Loan availed by the Halol Unit is due in the Financial year 2011-12 and for the loan availed by the Chakan unit is due in the Financial year 2014-15.

4. The Inter Corporate Deposit is carrying interest @ 9% p.a. and is maturing on February 12, 2011.

137

Annexure K Statement showing Details of Sundry Debtors of

Automotive Stampings and Assemblies Limited, as Restated (Currency: Indian Rupee in Million)

PARTICULARS AS AT

DECEMBER 31, 2010

AS AT MARCH 31

2010 2009 2008 2007 2006

Due for a period exceeding six months 0.76 0.12 14.49 25.63 18.43 13.43 Others 168.99 213.71 254.48 204.30 252.07 182.57 Sub-total (Refer Note 1 below) 169.75 213.83 268.97 229.93 270.50 196.00 Less: Provision for doubtful debts 0.44 0.20 0.20 0.20 0.20 0.20Total 169.31 213.63 268.77 229.73 270.30 195.80Notes: 1. The amounts recoverable from related parties included above

4.79 3.91 7.76 1.49 4.04 2.15

2. The above items are after adjustments mentioned in Note B 2 (d) and (f) of Annexure D.

138

Annexure L Statement showing Details of Loans and Advances of

Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million)

PARTICULARS

FOR THE NINE

MONTHS ENDED

DECEMBER 31, 2009

FOR THE YEAR ENDED MARCH 31

2010 2009 2008 2007 2006

CONSIDERED GOOD: Advances recoverable in cash or in kind or for value to be received (Refer Note 1 below)

81.33 36.00 104.55 121.53 100.10 59.73

Bills of Exchange - - - - - 1.32 Balance with Excise Authorities 4.96 35.64 36.16 24.49 19.45 19.24 Minimum Alternate Tax Credit Entitlement

14.60 11.20 - - - -

Advance Tax (net of provision for taxes)

13.47 6.65 7.01 4.74 - 7.69

Sub-total (A) 114.36 89.49 147.72 150.76 119.55 87.98 CONSIDERED DOUBTFUL: Advances recoverable in cash or in kind or for value to be received

4.42 4.42 1.62 1.62 1.00 -

Less : Provision for doubtful advances 4.42 4.42 1.62 1.62 1.00 - Sub-total (B) - - - - - - Total (A) + (B) 114.36 89.49 147.72 150.76 119.55 87.98 Notes: 1. The amounts recoverable from related parties included above

- - - 21.11 34.00 -

2. The above items are after adjustments mentioned in Note B 2 (f) of Annexure D.

139

Annexure M

Statement of Capitalisation of Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million)

PARTICULARS PRE-ISSUE AS AT DECEMBER 31, 2010

Borrowings: Short Term Debt 273.43Long Term Debt 264.94Total Debts 538.37 Shareholders Funds Equity Share Capital 101.99Preference Share Capital 90.00Reserves and Surplus 366.31Total Shareholders Funds 558.30Long Term Debt/Equity Ratio 0.47 Notes: i) The above has been computed on the basis of the Restated Summary Statements – Annexure A & Annexure

B. ii) The issue price and the number of shares are being finalized and as such the Post-Issue Capitalization

Statement cannot be presented.

140

Annexure N Statement of Tax Shelter of Automotive Stampings and Assemblies Limited, as Restated

(Currency: Indian Rupee in Million)

SL. NO.

PARTICULARS FOR THE NINEMONTHS ENDED

DECEMBER 312010

FOR THE YEAR ENDED MARCH 31 2010 2009 2008 2007 2006

A Profit / (Loss) before Tax & Adjustments

91.73 77.68 (33.34) 65.83 168.91 70.86

B Tax Rate 33.22% 33.99% 33.99% 33.99% 33.66% 33.66%C Tax thereon at the above

rate 30.47 26.40 - 22.38 56.86 23.85

D Permanent Differences 0.26 2.62 2.72 1.07 (0.82) (0.78)E Timing Differences: Difference in Book

Depreciation & Depreciation under Income Tax Act,1961 (“I.T. Act”)

8.00 9.14 (89.00) 17.45 10.81 37.22

Net Disallowable / (Allowable) sum under section 43B of the I.T.Act

0.06 (2.51) 1.63 (4.99) 0.81 (3.96)

Provision for Doubtful debts and Advances

0.24 (10.58) (11.30) 9.47 5.58 2.67

Set off of Unabsorbed Depreciation

(55.03) (77.62) - - - (18.42)

Other Disallowable / (Allowable) sums

(0.83) 1.27 (3.89) 7.55 (2.35) (12.10)

F Total Timing Differences (47.56) (80.30) (102.56) 29.48 14.85 5.41G Net Adjustments (D+F) (47.30) (77.68) (99.84) 30.55 14.03 4.63H Tax expense / (saving) thereon (15.71) (26.40) (33.94) 10.38 4.72 1.56I Tax Liability (C+H) 14.80 - - 32.76 61.58 25.41J Incremental Tax Liability

under MAT 3.40 11.16 - - - -

K Net Tax Liability 18.20 11.16 - 32.76 61.58 25.41L Wealth Tax - - 0.03 0.01 0.02 0.02M Total Current Tax (K+L) 18.20 11.16 0.03 32.77 61.60 25.43N Impact of Material

Adjustments for Restatement in corresponding years

(2.14) (12.02) (13.06) 11.13 3.66 (3.66)

O Tax Liability on Material adjustments for Restatement in corresponding years

- - - - - -

P Taxable Profit before Tax and after adjustments as Restated (A+G+N)

42.29 - - 107.51 186.60 71.83

Q Total Tax Liability after tax impact of adjustments (M+O)

18.20 11.16 0.03 32.77 61.60 25.43

141

Annexure O Statement of Segmental Information of Automotive Stampings and Assemblies Limited, as Restated Primary Segment: Business Segment The Company operates only in the Automobile Component segment. Secondary Segment: Geographical Segment

(Currency: Indian Rupee in Million)

SEGMENT REVENUES

FOR THE NINE

MONTHS ENDED

DECEMBER 31, 2010

YEAR ENDED MARCH 31,

2010 2009 2008 2007 2006

Revenues within India

3,893.95 4,133.41 3,439.90 2,970.24 3,190.67 2,751.48

Revenues outside India

6.94 25.93 31.34 52.92 55.65 25.86

Total Revenues 3,900.89 4,159.34 3,471.24 3,023.16 3,246.33 2,777.34 Note: All the assets of the Company are located within India except for segment assets aggregating to

11.34 1.38 1.56 2.21 6.83 8.32

142

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

Please read the following discussion of our financial condition and results of operations together with our restated financial statements as of and for the Financial Years ended March 31, 2010, 2009 and 2008 along with 9 months period ended December 31, 2010 including the notes thereto and reports thereon, each included in this Letter of Offer. We request you to also read the sections titled “Risk Factors” and “Forward Looking Statements” included in this Letter of Offer which discuss a number of factors and contingencies that could affect our financial conditions and results of operations. The financial statements included in this Letter of Offer are prepared in accordance with Indian GAAP. Our fiscal year ends on March 31 of each year. Accordingly, all references to a particular fiscal year are to the twelve month period ended on March 31 of that year. OVERVIEW OF OUR BUSINESS We are a manufacturer of a range of sheet metal components and assemblies for the automotive industry. We are primarily a Tier I auto components supplier. Our Company was incorporated in 1990 under the name of JBM Tools Limited, the SK Arya group (“SKA”) being the promoters. In 1997, our Company, pursuant to an agreement between SKA and TACO, was converted into a Joint Venture between TACO, its affiliate TIL and SKA. In April 2002, TACO and TIL bought over SKA’s stake to take its combined holding to 81.35%. Subsequently, TIL transferred its stake (except for 100 shares) to TACO in March 2004 and TACO became the holding Company. In February 2007, in order to benefit from Spanish group Gestamp’s technological expertise, a share purchase agreement dated February 13, 2007 was signed between TACO and Gestamp Servicios, S.L. Subsequently, in August, 2007, Gestamp Servicios, S.L. became the joint promoter of our Company by acquiring 37.49% stake from TACO and 0.01% from public through an open offer made in terms of SEBI Takeover Code. On December 10, 2010, as per Share Purchase Agreement dated December 02, 2010 between TACO and Gestamp Servicios, S. L., TACO acquired 3,824,453 equity shares (37.50% of the paid-up equity share capital of our Company) from Gestamp Servicios, S. L. at a price of Rs. 89.50 per share by way of inter-se transfer of shares amongst qualifying promoters in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto. Post the above acquisition, Gestamp ceased to be one of the Promoters of our Company and our Company is now a subsidiary of TACO. We are into the production of a wide range of sheet metal components which form about 60% of the weight of a vehicle. The outer part of the chassis of a vehicle is made from sheet metal pressings. Sheet metal sub-assemblies are used in the underbody of the vehicle, exhaust systems, fuel tanks, skin panels, brackets, oil sumps and supporting panels. Our product mix can be broadly classified into three categories: i) Components ii) Welded Assemblies and iii) Modules/Aggregates. Some of the products manufactured by us are skin panels for cars, tractors, cabin and BIW parts, suspension parts, underbody parts, fuel tanks and oil sumps. Our products are mainly for passenger and commercial vehicles. Our Company counts some of the most prestigious vehicle manufacturers in the country like Tata Motors Limited, General Motors India Private Limited, Fiat India Automobiles Limited and John Deere Equipment Private Limited as our customers. SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS In the opinion of the Board of Directors of our Company, there have not arisen, since the date of the last audited financial statements included in this Letter of Offer, any circumstance that materially and adversely affect or is likely to affect our business or profitability or the value of our assets or our ability to pay our liabilities within the next 12 months. There is no subsequent development after the date of the Auditor’s Report which we believe is expected to have a material impact on reserves, profits, earning per share and book value of our business.

143

FACTORS THAT MAY AFFECT THE RESULTS OF OUR OPERATIONS The following factors may affect the results of our operations -

• Macroeconomic factors • Degree of success in obtaining orders from new OEMs • Managing pricing pressures • Ability to raise funds at competitive rates • Price fluctuations - Steel price fluctuations • Continuous increase in input costs –operational efficiency • Increasing competition • Loss or shutdown of operations of our Company at any time due to strike or labour unrest or any other

reason • Vehicle volumes and product mix

DISCUSSION ON THE RESULTS OF OUR OPERATIONS The following table sets forth selected financial data from our restated profit and loss accounts -

(Rs. in Mn) PARTICULARS FOR 9

MONTHS ENDED DEC. 31,

FOR THE YEAR ENDED MARCH 31,

2010 2010 2009 2008 2007 2006 INCOME Net Sales of products manufactured 3,883.44 4,139.87 3,448.88 3,006.59 3,122.89 2,756.24Other Income 19.59 32.84 36.68 18.30 124.93 29.95Increase / (Decrease) in Inventories 39.35 (9.80) 11.33 (21.02) 7.72 (64.94)TOTAL INCOME 3942.38 4,162.91 3,496.89 3,003.87 3,255.54 2,721.25 EXPENDITURE Raw Material Consumed 3,103.46 3,193.80 2,725.98 2,202.75 2,392.17 1,967.84 (As a % of Net Sales + Increase / (Decrease) in Inventories)

79.11% 77.33% 78.78% 73.78% 76.41% 73.12%

Staff Costs 275.47 267.15 250.85 221.68 182.15 165.38 (As a % of Net Sales) 7.09% 6.45% 7.27% 7.37% 5.83% 6.00%Other Manufacturing Expenses 316.06 427.80 369.13 343.67 354.91 334.42 (As a % of Net Sales) 8.14% 10.33% 10.70% 11.43% 11.36% 12.13%Administration Expenses 76.92 82.65 70.43 93.70 80.97 120.74 (As a % of Net Sales) 1.98% 2.00% 2.04% 3.12% 2.59% 4.38%Selling and Distribution Expenses 34.42 44.47 31.29 52.45 53.07 42.47 (As a % of Net Sales) 0.89% 1.07% 0.91% 1.74% 1.70% 1.54%Interest and Finance Charges 44.32 69.36 82.53 23.79 23.36 19.57 (As a % of Net Sales) 1.14% 1.68% 2.39% 0.79% 0.75% 0.71%TOTAL EXPENDITURE 3,850.65 4,085.23 3,530.21 2,938.04 3,086.63 2,650.42 PROFIT / (LOSS) BEFORE TAX 91.73 77.68 (33.32) 65.83 168.91 70.83 (As a % of Total Income) 2.33% 1.87% -0.95% 2.19% 5.19% 2.60%

144

PROVISION FOR TAXATION BEFORE ADJUSTMENTS

30.62 26.23 (9.10) 22.87 60.61 24.40

NET PROFIT / (LOSS) AFTER TAX BEFORE ADJUSTMENTS

61.11 51.45 (24.22) 42.96 108.30 46.43

(As a % of Total Income) 1.55% 1.24% -0.69% 1.43% 3.33% 1.71%ADJUSTMENTS AFTER TAX IMPACT

(1.41) (7.70) (9.04) 8.10 2.04 (2.80)

NET PROFIT / (LOSS) AS RESTATED

59.70 43.75 (33.26) 51.06 110.34 43.63

(As a % of Total Income) 1.51% 1.05% -0.95% 1.70% 3.39% 1.60% Our main customer is Tata Motors Limited (“TML”). TML has accounted more than 60% in our total Revenue in last three Financial Years 2010, 2009 and 2008. Further, our new plant at Pantnagar at Uttrakhand is catering exclusively for TML and our proposed expansion i.e. Passenger Carrier (1 Ton) Project and Small Commercial Carrier (0.5 Ton) Project is also for TML (one of the Objects of the Issue for which our Company wants to raise the funds). A major part of Net Sales of our Company is dependant upon a few major customers. The details of our main customers in terms of our Net Sales and their share in our Net Sales are as under – (Rs. in Mn)

Name of Top Five Customers

FY 10 FY 09 FY 08 Net

Sales % of Net

Sales Net

Sales % of Net

Sales Net

Sales % of Net

Sales Top First Customer 2687.04 64.91% 2,196.29 63.68% 1,869.40 62.18%Top Second Customer 278.33 6.72% 162.84 4.72% 167.52 5.57%Top Third Customer 202.67 4.90% 161.02 4.67% 118.79 3.95%Top Fourth Customer 152.85 3.69% 58.67 1.70% 113.16 3.76%Top Fifth Customer 92.30 2.23% 48.49 1.41% 54.67 1.82%Total Net Sales from Top Five Customers

3,413.19 82.45 2,627.31 76.18% 2,323.54 77.28%

Total Net Sales 4,139.87 100% 3,448.88 100% 3,006.59 100% Results for the nine months ended December 31, 2010 Total Income Our Total Income for the nine months ended December 31, 2010 is Rs. 3,942.38 Mn which comprises of Net Sales of our products manufactured amounting to Rs. 3,883.44, Other Income amounting to Rs. 19.59 Mn and Increase in Inventories amounting to Rs. 39.35 Mn. Total Expenditure Raw Material Consumed Raw Material Consumption for the nine months ended December 31, 2010 is Rs. 3,103.46 Mn which is 79.11% of Net Sales and Increase/Decrease in Inventories. Raw Material Consumption has increased from 77.33% in FY 2010 to 79.11% for the nine months ended December 31, 2010 mainly due to change in product mix. Staff Costs Staff Costs for the nine months ended December 31, 2010 is Rs. 275.47 Mn which is 7.09% of Net Sales. Staff Costs as a % to Net Sales has increased from 6.45% in FY 2010 to 7.09% for the nine months ended December 31, 2010 mainly due to addition to indirect staff for better control and management of new projects.

145

Other Manufacturing Expenses Other Manufacturing Expenses for the nine months ended December 31, 2010 is Rs. 316.06 Mn which is 8.14% of Net Sales. Other Manufacturing Expenses as a % to Net Sales has decreased from 10.33% in FY 2010 to 8.14% for the nine months ended December 31, 2010 mainly due to reduction in processing charges and other variable cost. Administration Expenses Administration Expenses for the nine months ended December 31, 2010 is Rs. 76.92 Mn which is 1.98% of Net Sales. Administration Expenses as a % to Net Sales are in line with that of the pervious year at 2.00% in FY 2010. Selling and Distribution Expenses Selling and Distribution Expenses for the nine months ended December 31, 2010 is Rs. 34.42 Mn which is 0.89% of Net Sales. Selling and Distribution Expenses as a % to Net Sales has decreased from 1.07% in FY 2010 to 0.89% for the nine months ended December 31, 2010 mainly on account of reduction in warranty expenses and reduction in outward freight expenses as a % to Net Sales. Interest and Finance Charges Interest and Finance Charges for the nine months ended December 31, 2010 is Rs. 44.32 Mn as compared to Rs. 69.36 Mn in FY 10. Interest and Finance Charges as a % to Net Sales has decreased from 1.68% in FY 2010 to 1.14% for the nine months ended December 31, 2010 due to reduction in interest cost on account of repayment of loans. Provision for Taxation We provide for taxes, comprising of current income tax and deferred taxes. Provision for Taxes for the nine months ended December 31, 2010 is Rs. 30.62 Mn which is 0.78% of Total Income. It has increased as a % to Total Income from 0.63% in FY 2010 to 0.78% for the nine months ended December 31, 2010. The increase in provision is due to increase in profits. Net Profit after Tax Net Profit after Tax for the nine months ended December 31, 2010 is Rs. 59.70 Mn which is 1.54% of Net Sales. Net Profit margin has increased from 1.06% in FY 2010 to 1.54% for the nine months ended December 31, 2010. This increase in Net Profit margin is due to the combined effect of the factors as mentioned above. Comparison of Fiscal 2010 and 2009 Income Net Sales of products manufactured Net Sales of products manufactured increased by 20.04% from Rs. 3,448.88 Mn in Fiscal 2009 to Rs. 4,139.87 Mn in Fiscal 2010. This increase was due to increase in volumes of customer programmes being handled by our Company. Other Income Our sources of Other Income mainly consist of income from investments, cash discount received and other miscellaneous receipts. Other Income decreased by 10.47% from Rs. 36.68 Mn in Fiscal 2009 to Rs. 32.84 Mn in Fiscal 2010 mainly due to lower miscellaneous receipts.

146

Total Income On account of the foregoing reasons and due to decrease in Inventories in Fiscal 2010 compared to an increase in Inventories in Fiscal 2009, Total Income increased by 19.05% from Rs. 3,496.89 Mn in Fiscal 2009 to Rs. 4,162.91 Mn in Fiscal 2010. Total Expenditure Raw Material Consumed Raw Material Consumption in Fiscal 2010 was 77.33% of Net Sales and Increase/Decrease in Inventories. It has decreased from 78.78% in Fiscal 2009 as a % of Net Sales and Increase/Decrease in Inventories to 77.33% in Fiscal 2010. The reason for this decrease was on account of lower tooling sales where material content is high. Staff Costs Staff Costs in Fiscal 2010 was 6.45% of Net Sales. It has decreased marginally from 7.27% in Fiscal 2009 as a % of Net Sales to 6.45% in Fiscal 2010 as a % of Net Sales. It increased by 6.50% from Rs. 250.85 Mn in Fiscal 2009 to Rs. 267.15 Mn in Fiscal 2010, mainly due to full year impact of wage revisions effected in the previous year and year-on-year salary hikes. Other Manufacturing Expenses Other Manufacturing Expenses in Fiscal 2010 was 10.33% of Net Sales as compared to 10.70% in Fiscal 2009. It increased by 15.89% from Rs. 369.13 Mn in Fiscal 2009 to Rs. 427.80 Mn in Fiscal 2010 primarily as a result of increase in variable costs due to change in product mix. Administration Expenses Administration Expenses in Fiscal 2010 was 2.00% of Net Sales which was marginally lower than 2.04% of Net Sales in Fiscal 2009. It has increased by 17.35% from Rs. 70.43 Mn in Fiscal 2009 to Rs. 82.65 Mn in Fiscal 2010 as a result of increase in administrative service charges. Selling and Distribution Expenses Selling and Distribution Expenses in Fiscal 2010 was 1.07% of Net Sales which increased from 0.91% of Net Sales in Fiscal 2009. It has increased by 42.12% from Rs.31.29 Mn in Fiscal 2009 to Rs. 44.47 Mn in Fiscal 2010, primarily due to increase in freight outward expenses on account of supplies to new customers. Interest and Finance Charges Interest and Finance Charges in Fiscal 2010 was 1.68% of Net Sales as compared to 2.39% of Net Sales in Fiscal 2009. It has decreased by 15.96% from Rs. 82.53 Mn in Fiscal 2009 to Rs. 69.36 Mn in Fiscal 2010. The main reason for the decrease was on account of re-payment of loans. Provision for Taxation We provide for taxes, comprising of current income tax, deferred tax and minimum alternate tax credit entitlement and fringe benefit tax. Provision for Taxes in Fiscal 2010 was 0.63% of Total Income as compared to -0.26% of Total Income in Fiscal 2009. It has increased by 388.24% from Rs. -9.10 Mn in Fiscal 2009 to Rs. 26.23 Mn in Fiscal 2010. The main reason for this increase was higher current tax and deferred tax expense whereas there was a tax credit and lower tax in Fiscal 2009 in view of losses. Net Profit after Tax, as Restated Net Loss after Tax, as restated in Fiscal 2010 was 1.06% of Total Income as compared to 0.96% of Total Income

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in Fiscal 2009. It has increased by 231.54% from a loss of Rs. 33.26 Mn in Fiscal 2009 to profit of Rs. 43.75 Mn in Fiscal 2010 due to higher sales and reduction in interest and finance charges. Comparison of Fiscal 2009 and 2008 Income Net Sales of products manufactured Net Sales of products manufactured increased by 14.71% from Rs. 3,006.59 Mn in Fiscal 2008 to Rs. 3,448.88 Mn in Fiscal 2009. This increase was due to change in product mix and increase in selling price due to increase in input cost. Other Income Our sources of Other Income mainly consist of income from investments, cash discount received and other miscellaneous receipts. Other Income increased by 100.44% from Rs. 18.30 Mn in Fiscal 2008 to Rs. 36.68 Mn in Fiscal 2009. This increase was due to increase in Cash Discount and increase in write back of provisions, no longer required. Total Income On account of the foregoing reasons and due to increase in Inventories compared to a decrease in Inventories in Fiscal 2008, Total Income increased by 16.41% from Rs. 3,003.87 Mn in Fiscal 2008 to Rs. 3,496.89 Mn in Fiscal 2009. Total Expenditure Raw Material Consumed Raw Material Consumption in Fiscal 2009 was 78.78% of Net Sales and Increase/Decrease in Inventories. It has increased from 73.78% in Fiscal 2008 as a % of Net Sales and Increase/Decrease in Inventories to 78.78% in Fiscal 2009 as a % of Net Sales and Increase/Decrease in Inventories. It increased by 23.75 % from Rs. 2,202.75 Mn in Fiscal 2008 to Rs. 2,725.98 Mn in Fiscal 2009. The main reason for this increase was change in product mix. Staff Costs Staff Costs in Fiscal 2009 was 7.27% of Net Sales. It has decreased marginally from 7.37% in Fiscal 2008 as a % of Net Sales to 7.26% in Fiscal 2009 as a % of Net Sales. It increased by 13.16% from Rs. 221.68 Mn in Fiscal 2008 to Rs. 250.85 Mn in Fiscal 2009, mainly due to wage revisions and year-on-year salary hikes. Other Manufacturing Expenses Other Manufacturing Expenses in Fiscal 2009 was 10.70% of Net Sales. It increased by 7.41 % from Rs. 343.66 Mn in Fiscal 2008 to Rs. 369.13 Mn in Fiscal 2009. It has decreased from 11.43% in Fiscal 2008 as a % of Net Sales to 10.70% in Fiscal 2009 as a % of Net Sales, primarily as a result of reduction in expenses of power & fuel. Administration Expenses Administration Expenses in Fiscal 2009 was 2.04% of Net Sales. It has decreased by 24.83% from Rs. 93.70 Mn in Fiscal 2008 to Rs. 70.43 Mn in Fiscal 2009. It has decreased from 3.12% in Fiscal 2008 as a % of Net Sales to 2.04% in Fiscal 2009 as a % of Net Sales, primarily due to reduction in overheads. Selling and Distribution Expenses

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Selling and Distribution Expenses in Fiscal 2009 was 0.91% of Net Sales. It has decreased by 40.34% from Rs. 52.45 Mn in Fiscal 2008 to Rs. 31.29 Mn in Fiscal 2009. It has decreased from 1.74% in Fiscal 2008 as a % of Net Sales to 0.91% in Fiscal 2009 as a % of Net Sales, primarily due to reduction in outward freight expenses. Interest and Finance Charges Interest and Finance Charges in Fiscal 2009 was 2.39% of Net Sales. It has increased by 246.91% from Rs. 23.79 Mn in Fiscal 2008 to Rs. 82.53 Mn in Fiscal 2009. It has increased from 0.79% in Fiscal 2008 as a % of Net Sales to 2.39% in Fiscal 2009 as a % of Net Sales. The main reason for such high increase was higher interest payment on account of drawal of term loans for expansion projects. Provision for Taxation We provide for taxes, comprising of current income tax, fringe benefit tax and deferred taxes. Provision for Taxes in Fiscal 2009 was -0.26% of Total Income. It has decreased by 139.79% from Rs. 22.87 Mn in Fiscal 2008 to Rs. -9.10 Mn in Fiscal 2009. The main reason for this decrease was as there was a provision for tax in Fiscal 2008 in view of profits whereas there was a tax credit in the Fiscal 2009 in view of losses. Net Profit after Tax, as Restated Net Loss after Tax, as restated was 0.95% of Total Income. It has decreased by 165.14% from a profit of Rs. 51.06 Mn in Fiscal 2008 to a loss of Rs. 33.26 Mn in Fiscal 2009. The main reason for losses in Fiscal 2009 was higher interest payment on account of drawal of term loans for expansion projects and high cost of raw material consumed. Comparison of Fiscal 2008 and 2007 Income Net Sales of products manufactured Net Sales of products manufactured decreased by 3.72% from Rs. 3,122.89 Mn in Fiscal 2007 to Rs. 3,006.59 Mn in Fiscal 2008. The primary reason for this decrease is the reduction in volumes of customer programmes being handled by the Company. Other Income Other Income mainly consists of income from investments, cash discount received and miscellaneous receipts. Other income decreased by 85.35% from Rs. 124.93 Mn in Fiscal 2007 to Rs. 18.30 Mn in Fiscal 2008. The primary reason for this decrease is that in Fiscal 2007, there was a one time income of Rs. 101.82 Mn arising in the form of gain on prepayment of Sales Tax Deferral Loan. Total Income On account of the reasons stated in the foregoing, our Total Income decreased by 7.73% from Rs. 3,255.54 Mn in Fiscal 2007 to Rs. 3,003.87 Mn in Fiscal 2008. Expenditure Raw Material Consumed Raw Material Consumed decreased by 7.92% from Rs. 2,392.17 Mn in Fiscal 2007 to Rs. 2,202.75 Mn in Fiscal 2008 because of decrease in Net Sales and decrease in consumption of raw material as a percentage of Net Sales and Increase / (Decrease) in Inventories from 76.41% in Fiscal 2007 to 73.78% in Fiscal 2008. Raw Material as a percentage of Net Sales and Increase / (Decrease) in Inventories came down due to Value Analysis and Value

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Engineering (VAVE) efforts, tighter control over material accounting and material lying with job workers. Staff Costs Staff costs increased by 21.70% from Rs. 182.15 Mn in Fiscal 2007 to Rs. 221.68 Mn in Fiscal 2008 due to increase in normal wages payable to contract employees as well as year-on-year salary hikes. Employee cost as a percentage of Net Sales also increased from 5.83% in Fiscal 2007 to 7.37 % in Fiscal 2008 for the same reason. Other Manufacturing Expenses Other Manufacturing Expenses decreased by 3.17% from Rs. 354.90 Mn in Fiscal 2007 to Rs.343.66 Mn in Fiscal 2008 because there was a decrease of 3.89% in Net Sales in this period. However, Other Manufacturing Expenses as a percentage of Net Sales marginally increased from 11.36% in Fiscal 2007 to 11.43% in Fiscal 2008 due to expenses towards technical assistance fee. Administration Expenses Administration Expenses increased by 15.72% from Rs. 80.97 Mn in Fiscal 2007 to Rs. 93.70 Mn in Fiscal 2008 due to business development expenses (on account of travelling) incurred in order to secure new business and training expenses incurred for improving capabilities of employees. Administration Expenses as a percentage of Net Sales also increased from 2.59% in Fiscal 2007 to 3.12% in Fiscal 2008 for the same reason. Selling & Distribution Expenses Selling & Distribution Expenses decreased by 1.17% from Rs. 53.07 Mn in Fiscal 2007 to Rs. 52.45 Mn in Fiscal 2008. However, Selling & Distribution Expenses marginally increased from 1.70% in Fiscal 2007 to 1.74% in Fiscal 2008 as a percentage to Net Sales due to increase in provisions for doubtful debts. Interest and Finance Charges Interest and Finance Charges have marginally increased by 1.84% from Rs. 23.36 Mn in Fiscal 2007 to Rs. 23.79 Mn in Fiscal 2008. Interest and Finance Charges as a percentage of Net Sales increased from 0.75% in Fiscal 2007 to 0.79% in Fiscal 2008. The increase was mainly due to increase in interest expenses on account of increase in working capital loans. Provision for Taxation We provide for taxes, comprising of current income tax, fringe benefit tax and deferred taxes. The total Income Tax provision has reduced from Rs. 60.61 Mn in Fiscal 2007 to Rs. 22.87 Mn in Fiscal 2008 on account of lower profit in Fiscal 2008. Net Profit after Tax, as Restated Net Profit after Tax, as restated has decreased by 53.72% from Rs.110.34 Mn in Fiscal 2007 to Rs. 51.06 Mn in Fiscal 2008. Net Profit after Tax as a percentage of Total Income has decreased from 3.39% in Fiscal 2007 to 1.70% due to all the aforementioned factors, mainly due to higher Employee Cost, increase in Administration expenses and decrease in Other Income as compared to Fiscal 2007. Liquidity and Capital Resources Our primary liquidity needs have historically been to finance our capital expenditure programs and working capital needs. To fund these items, we have relied on our internal accruals and loan funds. Cash Flows The table below sets forth cash flow statement data of our Company as per its restated financial statements for

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the nine months ended December 31, 2009 and the Financial Years ended March 31, 2010, 2009, 2008 and 2007:

(Rs. in Mn) Particulars For the nine

months ended December 31,

2010

For the Financial Year ended

2010 2009 2008 2007

Net cash generated from operating activities

101.45 378.03 231.39 279.08 185.05

Net cash used in investing activities (158.51) (55.46) (149.60) (541.80) (126.91) Net cash from/(used in) Financing activities

(61.65) (273.97) (28.26) 275.48 (153.37)

Net increase/(decrease) in cash and cash equivalents

(118.71) 48.60 53.53 12.76 (95.23)

Unusual or infrequent events or transactions There have been no events or transactions that, to our knowledge, may be described as “unusual” or “infrequent”. Significant economic changes We do not see any significant economic changes have materially affected or may likely to affect materially our income from continuing operations. If any major changes in items such as increase in fuel cost, hike in inflation rate and slowing down of economic growth etc. occur, may have an adverse impact on the entire automotive component industry including our operations. Know trends or uncertainties Except as described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the Letter of Offer, to our knowledge, there are no known trends or uncertainties that are expected to have a material adverse impact on our revenues or income from continuing operations. Future relationship between cost and income Our Company doesn’t see any substantial increase in labour cost or other cost related to the product except that raw material prices may go up in near future due to rise in commodity prices. However, any increase in raw material prices would be duly covered in the sales price of the product. Except as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, to our knowledge there are no known factors that will have a material adverse impact on our operations and finances. Total turnover of each major industry in which our Company operates Our Company operates in only one Industry Segment i.e. Auto Component Industry. New products or business segments Except as described in “Objects of the Issue” and/or “Our Business”, we have no plans to introduce any new product and have no plan to enter into new business segment. There is no material increase or decrease in Net Sales or Revenue due to introduction of new products or services or major increased sales prices in the above discussed operations for the last three Financial Years. Seasonality of business None of our products are seasonal in nature.

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Dependence on single or few suppliers / customers As mentioned in “Risk Factors” and “Our Business”, we are predominantly dependent on Tata Motors Limited for sale of our products. We are a volume producer of sheet metal components, and therefore depend on bulk orders which are possible only through OEMs. Further, on supply side also, we are significantly dependent on the top suppliers. Please refer to “Our Business” on pages no. 46 for the further details on our customers and suppliers. Competitive conditions We have been strengthening our position in the business segments in which we operate. Most of the players in the sheet metal segment of automotive component industry are in the unorganized sector with whom we compete. Please refer to “Our Business”, “Industry Overview” and “Risk Factors” on pages no. 46, 41 and xi respectively for further details on competition.

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SECTION VI: LEGAL AND OTHER INFORMATION Except as described below, there are no outstanding litigation, suits or civil or criminal prosecution, proceedings including pending proceedings for violation of statutory regulations or alleging criminal or economic offences or tax liabilities against our Company, our Promoter, our Group Companies and our Directors that would have a material adverse effect on our business and that there are no defaults, non-payments or overdue of statutory dues, institutional/bank dues and dues payable to holders of debentures or fixed deposits and arrears of cumulative preference shares that would have a material adverse effect on our business. Further, except as disclosed below the Company is not involved in any criminal litigation or litigation involving moral turpitude. Set forth below are details of the outstanding or pending litigations against the Company and details of proceedings filed by the Company. Litigations involving our Company A. Income Tax cases

1. ITAT, Pune had by its common Order dated February 28, 2011 in Appeal Nos. 1279/PN/2007 & 1327/PN/2008, had partly allowed the appeal filed by the Company by way of remand before the CIT (Appeals), Pune for de novo consideration on the issue of the gain on prepayment of sales tax deferral loan. The Assessing officer had during the Assessment for the Assessment Years 2003-04 and 2004-05 made addition of Rs.85.42 Mn and Rs. 35.04 Mn respectively by treating the gain on prepayment of sales tax deferral loan as revenue receipt.

The Company has already paid / provided for the liability on these amounts in the books of accounts. 2. The Company has filed an appeal before the CIT (Appeals) -III, Pune challenging the Assessment

Order passed by the Assessing Officer during the assessment for the Assessment Year 2006-07 whereby the Assessing Officer has made certain additions and/ or made disallowances of Rs. 6.02 Mn.

The Appeal is pending for hearing. 3. The Company has filed an appeal before the CIT (Appeals) against the Order dated November 26, 2008

passed by the Income Tax Officer, TDS –1, Pune. The Income Tax Department had issued a show cause notice u/s 201 (1) dated July 2, 2008 to the Company seeking to hold Company as an assessee in default in respect of alleged short deduction of TDS u/s 194J and 194I of the Income Tax Act, 1961. The demand involved is Rs. 0.06 Mn which has already been paid by the Company.

The Appeal is pending for hearing and final disposal. 4. The Company has filed an appeal before the CIT (Appeals) – V, Pune, contesting the addition /

disallowance of Rs. 15.04 Mn made in the Order dated December 11, 2009, passed by the Deputy Commissioner of Income Tax, Circle 8, Pune under section 143 (3) read with section 147 of the Income Tax Act, 1961 for the Assessment Year 2003-04.

The Appeal is pending for hearing and final disposal 5. The Company has filed an appeal before CIT (Appeals) – V, Pune contesting the addition /

disallowance of Rs. 4.43 Mn made in the Order dated December 31, 2010, passed by the Deputy Commissioner of Income Tax, Circle 8, Pune under section 143 (3) of the Income Tax Act, 1961 for the Assessment Year 2008-09.

The Appeal is pending for hearing and final disposal B. Central Excise Cases 1. The Company (Bhosari Unit) has filed an appeal before the CESTAT, Mumbai bearing no E /2305/04

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of 2005 against the Order of the Commissioner (Appeals) Central Excise, Pune. The Commissioner (Appeals) has by his Order confirmed the levy of Penalty of Rs 0.015 Mn and Interest of approximately Rs 0.14 Mn thereon. The Department had issued a show cause notice pertaining to undervaluation of free of cost material (sensor for fuel tank), not included in the Assessable Value. Duty has been paid by the Company.

2. The Commissioner of Central Excise, Pune has filed an Appeal bearing No. E /2441/06 of 2006 against

the Company before the CESTAT, Mumbai challenging the Order passed by the Adjudicating Authority who had set aside the penalty demanded under the show cause notice. Under the show cause notice, the Department had demanded Penalty and Interest on the duty allegedly evaded by the Company by undervaluing free of cost material (Steel Sheet or Blank), not included in the Assessable Value of the finished goods during the period from April 2001 to September 2004. The Duty along with interest has already been paid by the Company. Penalty demanded is Rs 2.10 Mn.

3. The Commissioner of Central Excise, Vadodara, has challenged the order passed by the Commissioner

(Appeals) Vadodara before the CESTAT, Ahmedabad, wherein, the Commissioner (Appeals) by its Order-in Appeal No. Commr (A)/198/VDR-II/2009 dated July 30, 2009, had partly allowed the appeal filed by the Company (Halol Unit) challenging the Order passed by the Assistant Commissioner in the Show cause notice issued by the Department. The Appeal is pending for hearing. The amount involved is Rs. 1.31 Mn along with penalty of Rs. 1.31 Mn and interest as applicable.

4. The Commissioner of Central Excise, Vadodara, has filed an Appeal before the Gujarat High Court

challenging the Order- in-Appeal No. A/519/WZB/AHD/2010 dated May 21, 2010 passed by the CESTAT, Ahmedabad, in an appeal filed by the Company (Halol). The CESTAT had allowed the appeal filed by the Company against the Order-in Appeal No. Commr (A)/198/VDR-II/2009 dated July 30, 2009 passed by the Commissioner (Appeals). The Appeal is pending hearing. The amount involved is Rs. 0.36 Mn and interest as applicable.

5. The Company (Chakan Unit) has filed an appeal before the CESTAT, Mumbai along with application

for waiver of pre-deposit of duty, interest and penalty against the Order–in-Appeal dated November 24, 2009 passed by the Commissioner (Appeals) Pune wherein the Commissioner (Appeals) had rejected the appeal filed by the Company challenging the Order-in-Original passed by the Additional Commissioner, Central Excise, Pune I. The Additional Commissioner has confirmed the duty demanded of Rs 4.64 Mn, penalty of equal amount and interest under the show cause notice no. 52/P-V/CKN/AE/ADC/2008 dated 9th July, 2008 issued to the Company (Chakan Unit) on account of (a) alleged non-inclusion of additional consideration received in the form of sale of scrap / off cuts in the assessable value of products manufactured on job work basis; and (b) alleged non-inclusion of die amortization cost in assessable value of certain components.

Out of the total duty demanded of Rs. 4.64 Mn, duty of Rs. 1.58 Mn has already been paid by the Company. Pursuant to the said order the Company is also liable to pay penalty of Rs 4.64 Mn and interest thereon.

The CESTAT while deciding the application for complete waiver of pre-deposit of duty, interest and penalty, vide its Order No S/261/2011/EB/C- II dated April 5, 2011 directed the Company to pay duty amounting to Rs. 3.06 Mn within a period of 8 weeks from the date of receipt of the order. The Company is in the process of filing an appeal with the Hon’ble High Court against the said Order.

The Appeal before CESTAT is pending for final hearing and disposal.

6. The Company (Chakan Unit) has filed an Appeal along with application for waiver of pre-deposit of duty and penalty confirmed under Order-in-Original before the CESTAT, Mumbai against the common Order in Original 01/2009 dated January 27, 2009. The Commissioner Central Excise, Pune I, vide its Order-in-Original had confirmed the duty demanded under (a) the show cause notices bearing No. 48/PV/CKN/COMMR/06 demanding duty of Rs 19.27 Mn along with interest and equal amount of penalty; and (b) show cause notice No. 20/PV/CKN/COMMR/08 demanding excise duty of Rs. 16.47

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Mn and Interest and equal amount of Penalty thereon aggregating to Rs 35.74 Mn. The said show cause notices seeks to add the amount of gain on remission of Sales Tax Deferral Loan made during the Fiscal 2003 and Fiscal 2004 in assessable value. The hearing of a waiver of pre-deposit application and the appeal is pending.

7. The Company (Halol Unit) has filed an appeal along with application for waiver of pre-deposit of duty before CESTAT against the Order passed by the Commissioner (Appeals) bearing No. Commissioner (Appeals)/401/VDR-II/2010 in an appeal filed by the Company against the Order-in-Original No.9/Adj/AC/CD/2008, dated February 20, 2009 passed by the Assistant Commissioner, City Division Vadodara-II. The Assistant Commissioner has confirmed the duty demanded in the show cause notice V Ch 87(4)115/AST/CD 08 dated December 2, 2008 issued to Company (Halol Unit) demanding Rs. 0.14 Mn along with interest and penalty thereon. The show cause notice sought to recover the differential duty from the Company on the ground that the Company has paid duty on the inter unit transfer of finished goods on the transaction value instead of 110% of the Cost of production as required by the Excise Valuation Rules. The Company has already deposited Rs 0.06 Mn. The Commissioner (Appeals) has confirmed the order passed by the adjudicating authority.

C. Sales Tax

1. The Company (Chakan Unit) has filed an appeal before the Jt. Commissioner of Sales Tax (Appeals),

Pune, against the Assessment Order dated February 2, 2009 for the financial year 2002-03 passed by the Deputy Commissioner of Sales Tax (Assessment) Pune. The Assessing Officer has levied interest of Rs. 0.29 Mn under section 36(3)(b) of Bombay Sales Tax Act.

D. Service Tax 1. The Company (Halol Unit) has filed an appeal before Commissioner (Appeals) against the Order-in-

Original No.22/Adj/AC/CD/2008, dated February 20, 2009 passed by the Assistant Commissioner, City Division Vadodara-II. The Assistant Commissioner has confirmed the duty demanded in the show cause notice V Ch 87(4)16/SCN/CD 08 dated December 2, 2008 issued to Company (Halol Unit) demanding Service Tax of Rs 0.21 Mn along with interest and penalty thereon. The show cause notice seeks to recover the wrongly availed credit of Service Tax on outward freight during the period from 2005-06 to 2007-08. The hearing of waiver of pre-deposit application and hearing of the appeal is pending.

2. The Company (Halol Unit) has filed an appeal before Commissioner (Appeals) against the Order-in-

Original No.12/Adj/AC/CD/09 dated March 31, 2010 passed by the Assistant Commissioner, City Division Vadodara-II. The Assistant Commissioner confirmed (a) the disallowance of the credit of Rs. 0.04 Mn availed on Tour Operator / Rent-a-cab services; (b) interest thereon at the appropriate rate; and (c) penalty of Rs. 0.04 Mn as stated in the show cause notice V. Ch 87(4)-14/ASAL/CD 09, dated October 28, 2009 issued to Company (Halol Unit). The hearing of waiver of pre-deposit application and hearing of the appeal is pending.

E. Labour laws 1. There are 153 cases filed before the Labour Court, Vadodara and 2 cases before the Labour Court,

Pune, by the employees employed by the Contractor [registered under the Contract Labour (Regulation and Abolition) Act, 1970] of the Company for re-instatement with back wages, recovery of wages aggregating to Rs 10.39 Mn. No specific financial claim has been quantified in respect of 22 cases filed before the Labour Court, Vadodara and 2 cases filed before the Labour Court, Pune.

2. Akhil Gujarat General Labour Union (Majdoor Sangh) has filed a case against the Company before the

Assistant Labour Commissioner, Vadodara for claim of 20% Bonus, double overtime and leave with

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wages. The Assistant Labour Commissioner has sought approval of Labour Commissioner for making reference to the Labour Court.

3. Akhil Gujarat General Labour Union (Majdoor Sangh) has filed a case against the Company before the

Labour Court, Vadodara, u/s 15(2) of the Payment of Wages Act 1936 for the alleged non payment of wages to the employees employed through the Contractor [registered under the Contract Labour (Regulation and Abolition) Act, 1970] by the Company on due date. Hearing is in progress.

4. The Company has filed Writ Petitions no. 1190 of 2011 and 1192 of 2011 before the Bombay High Court to quash and set aside the award passed by the Labour Court, Pune. The Labour Court, Pune has by its orders dated 17.7.2010 allowed the cases filed by two employees, namely Mr. Sanjay Govindrao Kumbhare & Mr. Baban Vithalrao Khadse, employed by the Contractor [registered under the Contract Labour (Regulation and Abolition) Act, 1970] of the Company seeking re-instatement with back wages. The Bombay High Court has by its order dated March 08, 2011 has stayed the implementation of award passed by the Labour Court, Pune till the final disposal of the Writ Petitions.

F. Civil Suits Parry Engineering & Electronics Private Limited has filed a Summary Suit bearing No 2359 of 2008 before the City Civil Court, Ahmedabad, against the Company claiming Rs 1.39 Mn towards a consignment returned by the Company. Pursuant to the Order dated February 27, 2009, the Company has been granted leave to defend the said Summary Suit on payment of Rs 0.20 Mn. The Company has deposited the said amount and has filed its written statement. The Suit has been transferred to the list of long cause suits. The Suit is pending for hearing and passing of decree.

II. Show cause notices received by the Company

The Company has received show cause notices from various statutory and regulatory authorities. The brief note on the same is as follows:

A. Central Excise 1. The Joint Commissioner of Central Excise, Pune-I, has issued a show cause notice No. 99/P-V/BR-

V/AE/JC/2006 to Our Company (Bhosari Unit) for imposing Interest & Penalty on account of undervaluing the value of free of cost material (sensor for fuel tank) not included in the Assessable Value during the period from April, 2005 to October, 2005. The duty has been paid by the Company and the show cause notice has been issued after the payment of duty.

The show cause notice has been replied on January 5, 2007 and is pending for final hearing and disposal.

2. The Commissioner Central Excise, Pune I, has issued a show cause notice No. 06/P-V/CKN/AE/

COMMR/07 to Our Company (Chakan Unit) demanding Interest & Penalty on account of: (a) receipt of blanks and dies and fixtures free of cost from a customer and non consideration of proportionate cost thereof in assessable value during the period from May 2005 to August 2006. Duty of Rs. 8.03 Mn has been subsequently paid by the Company; (b) Cenvat credit of Rs. 2.37 Mn availed by the Company for duty paid on scrap is inadmissible during the period from June 2005 to December 2005. The Credit has been subsequently reversed by the Company; (c) Inadmissibility of Cenvat credit availed by the Company on duty paid on capital goods of Rs. 1.62 Mn. The Credit has been subsequently reversed by the Company. The show cause notice was replied by the Company on March 22, 2007. Personal hearing is awaited. Penalty and Interest amounts have not been quantified in the show cause notice.

3. The Jt. Commissioner, Central Excise, Pune I, has issued a show cause notice no.

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69/PV/CKN/AE/JC/06 to the Company (Chakan Unit) demanding Interest and Penalty on the grounds that the raw material / parts of capital goods sent outside for job-work were not received back within 180 days. The Company has already paid the duty leviable of Rs. 0.67 Mn. The Company has filed its reply and the show cause notice is pending for final hearing and disposal.

4. The Assistant Commissioner of Central Excise, City Division, Vadodara – II Commissionerate,

Vadodara has issued a show cause notice no. V. Ch 87 (4) - 19/ASAL/CD/ 09 to the Company (Halol Unit) alleging that the Company has not paid duty on the goods sold under commercial invoice to a customer. The duty of Rs 0.48 Mn along with the interest and penalty is sought to be levied in the show cause notice. The Company has filed its reply and the show cause notice is pending for final hearing and disposal.

5. The Company has received a show cause cum demand notice for Bhosari and Chakan Plants of the

Company from the Department of Revenue, Central Board of Excise & Customs, Directorate General of Central Excise Intelligence, Mumbai Zonal Unit, 3rd Floor, 15, NTC House Ballard Estate, Mumbai 400001 for alleged evasion of Central Excise duty and alleged contravention of Central Excise Rules during Financial Years from 2006 to 2011. The total claim involved works out to Rs 29.04 Mn. plus interest and penalty thereon (including the amount of duty plus interest paid before the receipt of the notice). The notice further seeks to impose fine in lieu of confiscation of the excisable goods under section 34 of the Central Excise Act, 1944.

The Company is in the process of submitting the reply to the show cause notice.

B. Customs Act 1. The Asst. Commissioner of Customs, Monitoring Cell, Group VII, Mumbai has issued a show cause

notice vide F. No. S/16 BE (MC)-109/ 04 VII with regards to the Enforcement of bond for non-fulfillment of Export obligation undertaken by the Company along with applicable interest. The matter pertains to non – fulfillment of export obligation attached to advance license issued to the Company. The Company has already paid the duty liability with Customs department and has applied for redemption of Advance License and Export Obligation Discharge Certificate. The show cause notice has been replied on March 5, 2007 and is pending for final hearing and disposal.

2. The Asst. Commissioner of Customs, Air Intelligence Unit, Mumbai has issued a show cause notice

vide F No SD/INT/AIU/ 22/2010 AP ’D’ dated March 31, 2011 with regards to levy of CVD on import of software from SAP Germany during April 2006 to June 2006 along with Interest and Penalty thereon. The notice also seeks to confiscate the said imported software. The Company has already made payment of duty along with interest aggregating to Rs. 0.10 Mn before receipt of the notice.

The Company has replied to the Notice on May 12, 2011.

C. Income Tax 1. The Income Tax Department has issued a Notice u/s 274 read with Section 271(1) (c) of the Income

Tax Act, 1961, dated December 22, 2008, to the Company for imposing penalty for furnishing inaccurate particulars of income for the assessment year 2006-07. The Company has filed a detailed submission in the matter on January 15, 2009.

2. The Income Tax Department has issued a Notice u/s 274 read with section 271(1) (c) of the Income Tax

Act 1961, dated December 11, 2009, to the Company for imposing penalty for furnishing inaccurate particulars of income for the assessment year 2003-04. The Company has filed a detailed submission in the matter on January 11, 2010.

3. The Income Tax Department has issued a Notice u/s 201(1)/206C(7) of the Income Tax Act 1961 dated

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December 9, 2009 to the Company seeking payment of tax / simple interest of Rs 0.7Mn towards deduction of tax at short rate /short payment at the time of making payment. The Company sought the details from the income tax department. Subsequently, a revised show cause notice dated September 13, 2010 was received in the said matter for an amount of Rs. 0.08 Mn. The Company has sought the details from the income tax department. The matter is currently pending.

4. The Income Tax Department has issued a Notice u/s 201(1) of the Income Tax Act 1961 dated

November 30, 2009 to the Company seeking payment of tax / simple interest of Rs 0.075 Mn towards deduction of tax at short rate /short payment at the time of making payment. The Company has sought the details from the income tax department. The matter is currently pending.

5. The Income Tax Department has issued a Notice u/s 201(1) of the Income Tax Act 1961, dated

September 29, 10 for the Financial year 2009-10 to the Company seeking payment of Rs. 0.39 Mn towards short deduction of tax. The Company is in the process of filing submissions in the matter.

6. The Income Tax Department has issued a Notice u/s 201(1)/206C (7) of the Income Tax Act 1961,

dated September 29, 10 to the Company seeking payment of Rs. 0.28 Mn towards short collection of tax at source for the financial year 2008-09. The Company is in the process of filing submissions in the matter.

7. The Income Tax Department has issued a Notice u/s 201 (1) of the Income Tax Act, 1961, dated February 09, 2011 to the Company seeking payment of Rs. 0.002 Mn towards interest payable for late deposit of tax deducted at source for financial year 2008-09. The Company is in the process of filing submissions in the matter.

8. The Income Tax Department has issued Notice u/s 201 (1) of the Income Tax Act, 1961, dated August 04, 2010 (received by Company on January 20, 2011), seeking payment of Rs. 0.85 Mn towards the deduction of tax at short rate/ short deposit/ interest for the Financial year 2006-07. The Company is in the process of filing submission in the matter.

9. The Income Tax Department has issued Demand Notice dated March 30, 2011 under section 156 for the financial year 2008-2009 seeking payment of Rs. 0.032 Mn towards interest payable for late deposit of tax. The Company has replied to the notice on April 15, 2011.

10. The Income Tax Department has issued Demand Notice dated February 11, 2011 under section 156 for the finacial year 2008-2009 seeking payment of Rs. 0.72 Mn towards short payment of tax deducted at source from salary. The Company has replied to the notice on April 15, 2011.

11. The Income Tax Department has issued Demand Notice dated March 18, 2011 (received by the

Company on April 21, 2011) under section 156 for the Finacial year 2008-2009 seeking payment of Rs. 0.25 Mn towards short deduction /collection of tax at source and interest thereon. The Company is in the process of replying to the notice.

D. Demand Notices The Company has received a letter bearing no. ROP/5483 dated August 17, 2009 from Maharashtra State Industrial Development Corporation demanding a differential premium and annual lease rent amounting to Rs 6.16 Mn together with interest @ 14.5% from July 28, 2009 for recording the change in name of the Company from JBM Tools Limited to Automotive Stampings and Assemblies Limited in its records. The Company has filed its reply to the said letter and awaiting personal hearing in the matter. The Company has sent a reminder letter in July, 2010.

E. Provident Fund

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A show cause notice for proceedings under Section 7-A of the Employees Provident Fund and Miscellaneous Provisions Act, 1952 has been issued by the Assistant Provident Fund Commissioner vide Letter No. 31701/CIR/III/Regl. 142/118, dated April 27, 2006 alleging non payment of Provident fund contribution by the Company relating to employees employed by the contractor on building construction & scrap lifting work for the period from January 2006 onwards. The amount has not been quantified in the show cause notice. An inspection by the Officials of his office has taken place. His report of inspection is awaited.

F. Factories Act

The Company has received a show cause notice bearing no. 4898/08 dated December 24, 2008 issued by the Deputy Director, Industrial Safety & Health, Pune, alleging the violation under Section 21(1) (iv) (c) of the Factories Act, 1948 with respect to an accident causing injury which took place on November 16, 2008 at the Company’s Chakan Unit. The Company has by its letters dated January 6, 2009, January 28, 2009 and February 9, 2009 filed its reply to the said show cause notice. The notice is pending for hearing and final disposal.

LITIGATION BY OR AGAINST OUR PROMOTER Tata AutoComp Systems Limited (TACO) A. Cases against TACO I. Criminal 1. Mr. Vinod Kumar, a shareholder of Sigmalon Equipments Pvt. Ltd ("SEPL") has filed a criminal

revision petition no. 502/2009 against the shareholders of SEPL, TACO and others before the Court of Sessions Judge, Pune. SEPL has filed the said revision petition against the order passed by the Judicial Magistrate-I Class, Pune whereby proceedings against TACO and other respondents were dropped. SEPL had entered into a lease agreement with Maharashtra Industrial Development Corporation ("MIDC") for plot no. 31 in the Pimpri Industrial Area D-II Block, Village Akurdi, Chinchwad. The said premises were sub-leased to TACO by SEPL. The Complainant has alleged that TACO along with other respondents in the complaint is guilty of criminal conspiracy against the Complainant and causing wrongful loss to Mr. Vinod Kumar. In this regard, TACO has already filed a caveat before the Hon'ble Bench Officer of Company Law Board (Principal Bench), New Delhi. The criminal complaint is currently pending. Further, TACO has filed an application before the Court of Sessions Judge, Pune seeking discharge in the said matter.

II. Income Tax 1. For the assessment year 2007-08, TACO has received a notice of demand, dated October 28, 2010

under the Transfer Pricing Rules wherein the Transfer Pricing Officer has disallowed Rs. 15.03 million in relation to loan advances made by it to one of its Subsidiaries TKT (Germany). Subsequently, TACO received the draft assessment order dated 10 November 2010 from Deputy Commissioner of Income Tax (received by TACO on December 8, 2010) disallowing a total expenses of Rs. 108.20 million under various heads like (a) disallowance of scientific expenditure, (b) disallowance under Section 14A of IT Act, (c) the addition of deemed interest income on the above interest free loan etc. TACO has filed an appeal against the Draft Assessment Order with the Dispute Resolution Panel (DRP) on January 6, 2011. The submission was made to DRP on March 30, 2011, explaining our position. It appears that DRP has referred our submission to the DCIT for their comments. The matter is pending.

2. TACO has received an intimation notice dated February 22, 2010 from the Deputy Commissioner of

Income Tax, Mumbai for the assessment year 2008-09 demanding Rs. 102.12 million. The said intimation notice is based on the original return filed by it for the assessment year 2008-09. TACO has filed a revised return with the department on March 30, 2010 and as a result the said order has become

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null and void. In the mean time, TACO has received an order dated March 31, 2011 any further communication in this regards from Transfer Pricing Department proposing additions of Rs.49.7 Mn towards Interest Free Loan, disallowance of certain reimbursement of expenses and Interest on delayed receipts.

3. TACO has received a notice of demand u/s 156 and Order u/s 201(1) and (1A) of the Income Tax Act

on May 3, 2011, demanding the following amounts towards various issues in E-TDS returns: For Q2 of 2007-08 26Q - Rs. 0.15 Mn For Q3 of 2007-08 26Q – Rs. 0.02 Mn For Q3 of 2007-08 24Q – Rs. 9.48 Mn TACO is in the process of filing revised E TDS returns after rectifying the technical errors mentioned in demand/order.

4. TACO had in the year 2009 sold its entire stake in Pirangut Springs Ltd. (erstwhile TC Springs Ltd.).

Since then, a demand notice of Rs. 13.95 Mn has been forwarded to TACO by Pirangut Springs Ltd. (Currently known as “Mubea Suspensions India Ltd.”) received from the Deputy Commissioner of Income Tax, Circle – 7, Pune in respect of the assessment year 2008-09. Under the terms of Share Purchase Agreement dated December 23, 2009, it is claimed that TACO should indemnify Pirangut Springs Ltd. for the demand notice so received. TACO, through its various letters, last one being dated April 27, 2011, has rejected its liability to the demand. The Acquirer has since triggered the Arbitration Clause under the said Share Purchase Agreement and TACO is in the process of replying to the same.

5. TACO had in the year 2010 sold its entire stake in Tata AutoComp Mobility Telematics Ltd. (TMT).

Since then, a demand notice of Rs. 41.37 Mn has been received by TMT from the Deputy Commissioner of Income Tax, Circle – 7, Pune in respect of the assessment year 2008-09. Under the terms of Share Purchase Agreement dated December 7, 2010, it is claimed that TACO should indemnify TMT for the demand notice received from Income Tax Dept. Therefore, as per TACO’s advice, TMT filed an appeal u/s. 246A of the Income Tax Act, dated January 28, 2011 with the Commissioner of Income Tax against the above-mentioned demand notice. In addition, TMT filed rectification application with Deputy Commissioner of Income Tax. In reply, TMT has received an Order u/s. 154, dated February 14, 2011 from Deputy Commissioner of Income Tax, Circle – 7 for ‘NIL’ Demand in the matter

III. Legal Notices 1. TACO and another has received a legal notice dated September 24, 2010 from Mr. Jitendra Thakrashi

Soni, proprietor of M/s. Classic Enterprises alleging non payment of certain invoices raised by M/s. Classic Enterprises for the stationary supplied by it to TACO and some of our Subsidiaries and Joint Ventures. The total amount claimed against TACO under the said notice is Rs. 1.12 million. TACO has replied to the said legal notice by rejecting any liability in the matter.

2. TACO has received a legal notice dated March 29, 2011 from M/s. UPS Jetair Express Pvt. Ltd.

alleging non payment of outstanding dues in respect of the shipments and delivery of consignments sent by TACO during the period January 2009 to November 2009. The total amount claimed against TACO under the said notice is Rs. 3.15 million. Reply in the matter is under Compilation.

IV. Show cause notice received from Custom 1. TACO has received a number of summons during the period from May 2010 to April 2011 from the

office of Commissioner of Customs, Intelligence Unit in respect of an inquiry being made in connection with the import of SAP software. The representative from TACO attended the summons explained the position. TACO has taken a decision, after discussing with the legal consultant regarding the various aspects of the agreement entered into with SAP-India, to pay the amount with interest, before the issue of Show-Cause Notice. The amount paid with interest is Rs. 0.5. The department has not issued any show cause notice so far.

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V. Show cause notice received from Security Guard Board 1. TACO has received a show cause notice dated November 25, 2010 from the Pune District Security

Guard Board, Pune for the alleged violation of clause 13, 28 of the Security Guards (Regulations of Employment & Welfare) Act, 1981. TACO has submitted its written response to the said show cause notice on December 08, 2010. The matter is currently pending.

VI. Labour Laws 1. Mr. Shahid Shafulla Khan has filed complaint no. 02/2005 against TACO before the Labour Court,

Pune claiming permanent employment with TACO. Mr. Shahid Shafulla Khan was appointed as temporary spray painter by TACO for the period July 09, 2002 to February 28, 2003 and August 25, 2003 to October 01, 2004. The complainant had also filed an interim application claiming reinstatement of his employment with TACO till the disposal of the complaint. The interim application has been dismissed by the Labour Court on February 12, 2007. The complaint is currently pending.

2. Mr. Appasaheb Bapu Diwate has filed complaint no. 01/2005 against TACO before the Labour Court,

Pune claiming permanent employment with TACO. Mr. Diwate was appointed as a temporary spray painter by TACO for the period July 09, 2002 to February 28, 2003 and from August 25, 2003 to October 01, 2004. The complainant had also filed an interim application claiming reinstatement of his employment with TACO till the disposal of the complaint. The interim application has been dismissed by the Labour Court on February 12, 2007. The complaint is currently pending.

3. Mr. Shibendra Singh Bagehl has filed a reference under the Industrial Disputes Act, being Reference

No. (IDA) 549/2004 before the Labour Court, Pune under the Industrial Disputes Act against TACO claiming permanent employment with it. Mr. Singh was appointed as a temporary spray painter with our TACO for the period February 02, 2002 to August 19, 2002 and from May 26, 2003 to October 15, 2003. The reference is currently pending.

4. Jailinder Vitthal Tapkir has filed a reference under the Industrial Disputes Act, being Reference No.

(IDA) 566/2004 under the Industrial Disputes Act before the Labour Court, Pune against TACO claiming permanent employment with TACO. Mr. Tapkir was appointed as a temporary spray painter with TACO for the period May 23, 2001 to December 22, 2001 and from August 09, 2002 to April 22, 2003. The reference is currently pending.

5. Dilip Vamanrao Gote has filed a reference under the Industrial Disputes Act, being Reference No.

Reference (IDA) No. 586/2004 under the Industrial Disputes Act before the Labour Court, Pune against TACO claiming permanent employment with it. Mr. Gote was appointed as a temporary spray painter with TACO for the period May 23, 2001 to December 22, 2001 and from August 09, 2002 to April 22, 2003. The reference is currently pending.

6. Mr. Ranjan Mohapatra on September 16, 2008 has filed a civil suit no. 1572/2008 for declaration and

injunction against TACOCL, TACO and another before the Civil Judge Senior Judge Division, Pune. Mr. Ranjan Mohapatra in the aforesaid suit inter-alia has sought a declaration that his termination of employment and the relieving letter issued by TACOCL be declared as illegal. He has further claimed a compensation of Rs. 0.5 million for the alleged mental agony, undue harassment and for loss for opportunity in his career. The services of Mr. Ranjan Mohapatra were terminated due to his involvement in serious financial irregularities. The said suit is currently pending.

7. Shivaji N. Gadale has filed a reference under the Industrial Disputes Act, being Reference No.

Reference (IND) No 13/2011 under the Industrial Disputes Act before the Labour Court, Pune against TACO claiming permanent employment with the Company. Mr. Gadale was appointed as a temporary Spray Painter with our Company for the period 22nd December 2001 to 16th August 2002 and 1st April 2004 to 30th October 2004. The reference is currently pending.

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8. Vijay K. Nandanwar has filed a reference under the Industrial Disputes Act, being Reference No. Reference (IND) No 11/2011 under the Industrial Disputes Act before the Labour Court, Pune against TACO claiming permanent employment with the Company. Mr. Nandanwar was appointed as a temporary Spray Painter with our Company for the period 20th May 2002 to 19th December 2002 and 4th July 2003 to 30th September 2004. The reference is currently pending.

9. Ramesh R. Phadnis has filed a reference under the Industrial Disputes Act, being Reference No.

Reference (IND) No 12/2011 under the Industrial Disputes Act before the Labour Court, Pune against TACO claiming permanent employment with the Company. Mr. Phadnis was appointed as a temporary Spray Painter with our Company for the period 06 May 2002 to 20th November 2002 and 13th March 2003 to 30th September 2004. The reference is currently pending.

B. Cases by TACO I. Criminal 1. On September 04, 2008 TACO, on behalf of one of its Subsidiaries, TACOCL, has filed a complaint

with Deputy Commissioner of Police, Economic Offences Branch, Pune against Mr. Kanwalijit Singh Broca and Mr. Ranjan Mahapatra, ex-chief executive officer and chief financial officer, respectively of TACOCL. The aforesaid persons committed various acts of financial irregularities, misappropriated goods of TACOCL and recorded fictitious sale in order to show profits, which would have resulted in the increase of their salary and bonus. The complaint is currently pending. The total claim is approximately Rs.45.5 million.

II. Income Tax 1. TACO has filed an appeal before the Commissioner of Appeals, CIT (A)-6 Mumbai, against the order

of the Deputy Commissioner of Income tax dated April 29, 2010 passed for the assessment year 2004-05 wherein the Assessing Officer raised a demand of Rs. 1.65 million. It is alleged in the order that the interest received by TACO for the assessment year 2004-05 is assessable under the head of 'income from other sources'. The appeal filed is pending.

2. TACO has filed an appeal before the Commissioner of Income Tax Appeals - XXXIII, Mumbai, against

the order dated December 28, 2007 passed by the Assessing Officer for the assessment year 2005-06. The Assessing Officer made certain disallowances of Rs. 171.86 million and raised a demand notice of Rs. 8.41 million. CIT Appeals has upheld some of the grounds and has referred the matter back to the Assessing Officer. The matter is pending.

3. TACO has filed an appeal before the Commissioner Income Tax Appeals against the order dated

September 22, 2010 passed by the Assessing Officer for assessment year 2006-07 wherein a sum of Rs. 104.84 million has been demanded due to disallowance of certain expenses like scientific research, 14A disallowance under I T Act etc. The appeal is pending.

III. Sales Tax 1. TACO has filed a Reference Application No. 246 of 2008 in the Second Appeal No. 366 of 2005 decided on

September 05, 2008 before the Fifth Bench of the Maharashtra Sales Tax Tribunal at Mumbai against the order passed by the Assessing Officer. Under the Reference Application TACO sought reference on the issues (a) whether, Tribunal was justified including in the selling price for the part of the Development Charges received from and hence liable to levy of sales tax and (b) whether the Tribunal was justified in holding that when an order in appeal was already been passed by the Deputy Commissioner Appeal, the Assistant Commissioner of Sales Tax had the jurisdiction to pass the re-assessment order.

The Fifth Bench of the Maharashtra Sales Tax Tribunal at Mumbai by its order partly allowed the reference by rejecting the jurisdiction claim and referring the second issue for the consideration of the Hon'ble High Court of Mumbai. TACO has paid Rs. 5.36 million under protest and the matter is currently pending. TACO

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has filed an application seeking stay against the order passed by the Assessing Officer in the Reference Application filed before the Bombay High court. The total claim involved in this proceeding is Rs. 8.57 million and the matter is pending.

2. During the assessment for financial year 2001-02, the Sales Tax Department issued a demand notice to

TACO for full tax on radiator parts at 13 per cent as against 8 per cent. TACO went to Sales Tax Appellate Tribunal after the first appeal was rejected. The said Tribunal also confirmed the orders for levy at 13 per cent tax on radiators. TACO filed a Reference Application before Hon. Maharashtra Sales Tax Tribunal which was accepted on August 13th, 2009. The first bench of Maharashtra Sales Tax Tribunal at Mumbai by its order allowed the reference application for consideration of Hon’ble High Court of Mumbai on March 22 2011.The total amount involved in the appeal is Rs. 4.8 million, out of which Rs. 1.5 million has been paid by TACO. The matter is pending.

3. During the assessment for financial year 2003-04, the department passed an assessment order in which

TACO was required to pay approx. Rs. 8.5 million under Bombay Sales Tax Act and approximate Rs. 2.1 million under Central Sales Tax Act. TACO has filed an appeal against the said order dated May 26, 2009 before the Joint Commissioner of Sales Tax and obtained a stay on June 30, 2009 against the order of the department. The total amount involved in the appeal is Rs. 10.79 million. The matter is pending.

4. TACO has received the notice u/s 45(1) of Karnataka Value Added Tax Act, 2003 demanding the tax, as

per details given below:

Financial Year 2006-07: Amount (Rs.) Particulars Assessable

ValueCharged Paid Difference

Plastic Scraps & Tools 5,184,902 648,113 207,396 440,717 Sale of P&M 900,908 112,614 - 112,614 Other Income 1,823,008 227,876 - 227,876 Total 781,206 Payment made 115,894 Difference 897,100 Penalty @ 10% U/s 72 89,710 Interest @ 1.25% p.m. for 42 months 376,782 Demanded Amount - 2006-07 (Rs.) 1,363,592 Financial Year 2007-08: Amount (Rs.) Particulars Assessable

ValueCharged Paid Difference

Plastic Scraps & Tools 110,176 13,772 4,407 9,365 Other Income 3,042,181 380,273 - 380,273 Sales Turnover of Tools as shown in Sch N. Taxable at 4%

8,878,000 1,109,750 - 1,109,750

Difference 1,499,388 Penalty @ 10% U/s 72 149,939 Interest @ 1.25% p.m. for 32 months 599,750 Demanded Amount 2007-08 (Rs.) 2,249,076 Financial Year 2008-09: Amount (Rs.) Particulars Assessable

ValueCharged Paid Difference

Plastic Scraps & Tools 476,689 59,586 19,068 40,519 Other Income 2,000,000 250,000 - 250,000 Additional Input allowed (21,178)

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Difference 269,341 Penalty @ 10% U/s 72 -

Interest @ 1.25% p.m. for 32 months 60,601 Demanded Amount - 2008-09 (Rs.) 329,942

Grand Total of Demanded Amount (Rs.) 3,942,610

TACO has already paid Rs 2 Mn (approx.), being 50% of the amount demanded and has preferred an appeal against the above referred Show Cause Notices. The matter is pending.

IV. Excise: 1. TACO has received SCN No.17/PIV/R-THR/DC/2010 dated December 7, 2010 demanding Rs.0.3 Mn for

non submission of proof of exports to the dept. TACO has subsequently submitted all documents related to Proof of Export and expects to receive the Order in next month.

2. TACO has received SCN No.03/PIV/R-THR/DC/2010 dated March 29, 2011 demanding Rs. 0.2 Mn for non submission of proof of exports to the dept. TACO has already submitted part of the documents and is in process of submitting the balance in due course. The matter is pending.

V. Others 1. TACO through its Interiors & Plastics Division had entered into an agreement dated May 12, 2007 with

JY Solutec Co. Ltd., a Korean stock corporation (“JY Solutec”), for providing certain engineering services and technical assistance in the development of new tools for vehicle parts. Under this agreement, unpaid engineering charges in an aggregate amount of US$ 18,84,222 are currently outstanding. In order to collect this amount from JY Solutec, TACO filed a lawsuit with Incheon District Court in Korea on October 27, 2010. In reply, JY Solutec has filed its responsive brief to the court. TACO is in the process of filing a counter statement.

LITIGATION BY AND AGAINST OUR GROUP COMPANIES A. Tata Toyo Radiator Limited (TTRL)

Cases against TTRL

I. Labour Laws: 1. Krantikark Mazdoor Sanghatana has filed ULP 60/2006 against TTRL on April 24, 2006 before the

Industrial Court, Pune alleging that TTRL has resorted to unfair labour practices. This complaint is filed by Krantikark Majdoor Sanghatana under Section 28 of the Trade Unions Act as a counter complaint to the complaint filed by TTRL in the Industrial Court against Krantikark Majdoor Sanghatana for unfair labour practices resorted to by Krantikark Majdoor Sanghatana. The Complainant inter-alia has alleged that TTRL has terminated or suspended some workmen with a view to threaten the workmen. The petition is currently pending.

2. Smt. Prerna Sharma has filed case no. 38-A of 2009 before the Civil Court Jabalpur, claiming pension

for her deceased husband under the superannuation scheme of TTRL. The husband of the complainant, Mr. Sunil Sharma was an employee of TTRL since April 2007. Mr. Sharma expired in February 2008 while returning back from the training. The matter is currently pending.

Winding up Petition against TTRL

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Bestways Transporter (I) Private Limited (the Petitioner) has filed a Company Petition bearing No. 38 of 2011 against TTRL before the Bombay High Court under Section 433, 434 & 439 of the Companies Act, 1956 for the winding up of TTRL. The Petition is filed on the basis that the Petitioner is engaged in logistics business and was providing services to the Company. The petitioner claims that the invoices / bill amounting to 1.95 Mn is outstanding and payable by the company with interest and that the Company being unable to pay the aforesaid debt, be wound-up by and under the orders, direction and supervision of the Hon’ble court in accordance with the provision of the Companies Act, 1956. The Company Petition is fixed for admission on June 15, 2011.

Cases by TTRL

I. Labour Laws: 1. TTRL has filed a complaint ULP No. 83/2006 before the Industrial Court, Pune against Krantikarak

Mazdoor Sangthana for the unfair labour practices resorted by workmen i.e. members of Krantikarak Mazdoor Sangthana. The petition is currently pending.

2. TTRL has filed Reference ULP No. 1/2006 before the Labour Court, Pune against Krantikarak

Mazdoor Sangthana TTRL has sought a declaration from the court that strike resorted to by the workmen was illegal. The petition is currently pending.

3. TTRL has filed an appeal against Mr. Roman Anton Dias before Appellate Authority under the

Payment of Gratuity Act, 1972 against the order dated August 31, 2009 whereby the Controlling Authority ordered for the payment of Rs. 0.012 million to Mr. Dias as gratuity along with simple interest at the rate of 10 per cent per annum from the date when gratuity payment became payable till the date the payment is made Mr. Dias. Mr. Dias selected as an operator trainee with effect from July 01, 2000 for a period of twelve months. He tendered his resignation on July 07, 2005 and therefore was not in continuous service of a period of five years. The total claim involved in the said appeal is Rs. 0.012 million. The Appellate Authority under the Payment of Gratuity Act, 1972 by its order dated December 13, 2010 rejected the appeal filed by TTRL.

II. Income Tax 1. TTR on February 2010 has filed an appeal before the Commissioner of Income Tax Appeals-III, Pune

against the assessment order dated December 29, 2009 for assessment year 2006-07. The assessment order was issued pursuant to a notice of demand dated December 29, 2009 issued by the Deputy Commissioner of Income Tax Circle-7, Pune inter-alia disallowing (i) the intra group services charge incurred by TTRL of Rs. 37.23 million; (ii) the provision of product warranty liability of Rs. 2.6 million.; (iii) capital expenses to the tune of Rs. 3.835 million incurred by TTRL inter-alia on the product testing expenses, internal alteration works etc.; (iv) expenses of Rs. 0.853 million alleged to be prior period expenses incurred by TTRL; and (v) Rs. 1.6 million written off by TTRL due to depreciation on the disallowed capital expenditure etc. The total demand under the said demand notice is Rs. 0.05 million along with a simple interest of Rs. 0.15 million. The hearing has been completed and the order is awaited.

2. For assessment year 2007-08, TTRL on February 2010 has filed an appeal before the Commissioner of

Income Tax Appeals-III, Pune against the assessment order dated December 12, 2009. The said assessment order was issued pursuant to a notice of demand dated December 29, 2009 issued to TTRL by the Deputy Commissioner of Income Tax Circle-7, Pune. The said assessment order inter-alia disallowed (i) the intra group services charge of an amount of Rs. 46.77 million incurred by TTRL; (ii) the provisioning of product warranty liability of Rs. 2.06 million; and (iii) incentives of Rs. 3.27 million paid by TTRL to its employees based on the performance of the said employees. The total demand under the said demand notice is Rs. 17.57 million and the appeal is currently pending. The hearing has been completed and the order in the appeal is awaited. The hearing has been completed and the order is awaited.

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III. Service Tax: 1. In September 2008 service tax credit was availed twice on the same set of invoices by TTRL. Upon

detecting this during reconciliation, TTRL reversed the credit availed in the month of March 2009. Post the reversal, a notice to show cause cum demand dated September 16, 2009 was issued to TTRL alleging that TTRL wrongly availed service tax credit of Rs. 14.67 million twice on the same invoice/document in respect of input services and further alleged that interest on the said amount shall also be paid by TTRL. The Central Excise Commissionerate -Pune I vide order March 12, 2010 confirmed the reversal of the credit of Rs. 14.67 million and further directed TTRL to make payment of interest of an amount of Rs. 0.95 million. TTRL has filed an appeal before the Customs, Excise and Service Tax Appellate Tribunal (“CESTAT”) against the said assessment order and has deposited the interest amount of Rs. 0.95 million under protest. The appeal is currently pending and the total amount involved in the said appeal is Rs. 0.95 million.

IV. Sales Tax: 1. Order of assessment for FY 2001-02 was passed by the Deputy Commissioner of Sales Tax (Appeals)

Pune on 30.6.2005 against TTRL, demanding amount of Rs. 24.55 million due to non-submission of C Forms. TTRL had appealed with Joint Commissioner of Sales Tax (Appeals)-I, Pune Division, wherein appeal was partly allowed vide order dated March 20, 2006 wherein relief was granted for amount of approx. Rs. 20 million. TTRL has filed Second Appeal before the Maharashtra Sales Tax Tribunal for the balance amount. The matter is pending before Tribunal.

2. Order of assessment for FY 2004-05 was passed by the Deputy Commissioner of Sales Tax (Appeals)

Pune on 23.3.2010 against TTRL, demanding amount of Rs. 78.93 million due to non - submission of C Forms & disallowance of Export claim. TTRL had appealed with Joint Commissioner of Sales Tax (Appeals) - I, Pune Division.

3. Order of assessment for FY 2004-05 was passed by the Deputy Commissioner of Sales Tax (Appeals)

Pune under the Bombay Sales Tax Act, 1959 on March 23, 2010 against TTRL, demanding amount of Rs. 78.57 million due to non - submission of C Forms & disallowance of Export claim. TTRL had appealed with Joint Commissioner of Sales Tax (Appeals) - I, Pune Division.

V. Customs 1. TTRL had imported Helium Leak Testing Machine with recovery system and claiming benefit of

notification 24/2005 the said machine was assessed to nil rate of basic duty. TTRL was issued a demand for payment of differential duty of Rs. 1.60 million along with interest on July 15, 2008. The Commissioner Customs Import, JNPT, Pune vide its order dated March 19, 2009 confirmed the customs duty of Rs. 1.60 million plus interest. TTRL preferred an appeal no. 679 of 2009 before the Commissioner of Customs (Appeals) Mumbai-II against the said order. The Commissioner of Customs (Appeals) Mumbai-II vide its order dated November 18, 2009 confirmed the order of the adjudicating authority. On February 15, 2010 TTRL has filed appeal before the CESTAT, Mumbai against the order dated November 18, 2009 along with an application to stay the order. TTRL has deposited Rs. 2.26 million including interest under protest before the appellate authority. The appeal is currently pending before CESTAT.

2. TTRL had received a summons from the Office of Commissioner of Customs, AIU in respect

of an inquiry being made in connection with Import of SAP software. TTRL has replied to the summons and has appeared before the concerned authority from time to time. TTRL has paid under protest the amount of Rs. 0.12 million & Rs.0.07 million towards differential Customs duty & interest respectively on March 15, 2011 & Rs. 0.006 million towards differential Customs Duty on March 25, 2011.

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B. Tata Johnson Controls Automotive Limited (TJCL) Cases against TJCL: I. Service Tax 1. TJCL received show cause notice dated March 26, 2004 from the Commissioner Service Tax Cell, for

the levy of service tax on the reimbursement of tooling and designing work done by TJCL relating to Tata Motors for seating programme. A service tax claim of Rs. 3.14 Million along with interest and penalty has been demanded from TJCL. A personal hearing is awaited and the matter is currently pending.

Cases by TJCL:

I. Sales Tax 1. TJCL has received the reimbursement of tooling Engineering cost from Tata Motors Limited. Sales Tax

officer has considered the said reimbursement as Sale under Sales Tax and raised total demand Rs 7.10 million for the Financial Year 1997-98 and 1998-99. TJCL had filled appeals to the Commissioner Appeals and the demand was confirmed. Against the said order, TJCL had filled appeal to Sales Tax Tribunal and Tribunal has confirmed the demand. TJCL has paid total Rs 7.10 million under protest against the said demand. TJCL has filed a reference application no. 36 and 37 of 2008 before the Hon'ble High Court, Mumbai.

II. Service Tax 1. TJCL has filed an appeal against the Order of the Commissioner (Appeals), wherein the Commissioner

(Appeals) has rejected the appeal filed by the TJCL challenging the rejection of rebate claimed by TJCL by the Service Tax Department. TJCL had filed a rebate of service tax application on August 31, 2010 before Assistant Commissioner Excise, Pune under Rule 5 of the Export Service Rules, 2005 for an amount of Rs. 26.05 million for the export of services between the period June 2009 to March 2010. Out of the aforesaid rebate claim, service tax aggregating to Rs. 3.90 million pertained to the period between June to August 2009. While taking a view that that the rebate claim is required to be filed within one year from the date of receipt of the money, the Service tax department, out of the total rebate claim of Rs. 26.05 million filled for rebate, the Service tax department had rejected the rebate claim for Rs. 3.90 million and sanctioned the rebate claim Rs 22.40 Million. TJCL has received unfavourable order from Commissioner Appeals. TJCL has filled appeal with CESTAT against the order on April 29, 2011.

2. TJCL has filed an appeal before the CEGAT against the order dated April 29, 2005 passed by the

Commissioner Appeals. The appeal pertains to certain royalty payments made by TJCL to Johnson Controls Germany during the period 1999 to 2002. The appeal is currently pending and the total Service Tax demand is Rs. 0.54 Million plus interest and penalty in the appeal.

III. Excise and Customs 1. The Excise Department, Pune vide its show cause notice dated January 22, 2009 raised a demand of Rs.

0.49 million for the interest on the excise duty paid on all the supplementary invoices raised by TJCL from its plant at Hinjewadi for price increase from the financial year 2001 onwards. TJCL paid Rs. 0.49 million under protest and the Commissioner while taking on record the said payment, confirmed the demand. TJCL preferred an appeal no. E 1193 /09 before CESTAT against the said order passed by the Commissioner. The appeal is currently pending and the amount involved in the appeal is Rs. 0.49 million. TJCL had imported specific width fabric and due to change in the fabric width, the price of the fabric was negotiated. The Customs Department issued a show cause and directed the payment of additional customs duty of Rs. 2.2 million on TJCL. TJCL paid the demanded amount under protest at the time of clearance of the fabric. Against the said order TJCL has filed an appeal before the CEGAT.

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CEGAT vide its order dated March 05, 2004 allowed the appeal and remanded the matter back to the Customs Department for adjudication. The Customs Department vide its order dated May 31, 2006 rejected the refund Rs 0.30 million being amount of excess duty, sanctioned the refund of Rs. 1.37 Million as being amount of excess duty and sanctioned Rs 0.59 million being amount of fine and penalty and directed the same to be transferred to the consumer welfare fund. TJCL has filed an appeal before CEGAT against order directing the transfer of the refund amount to consumer welfare fund. The appeal is currently pending.

2. TJCL has filed an appeal before the Joint Secretary, Government of India, Ministry of Finance against

the order dated April 29, 2009 passed by the Commissioner of Appeals, Pune. TJCL has received an aggregating rebate of Rs. 3.4 million on exported components under Rule 18 of Central Excise Rules. The Assistant Commissioner vide issued a show cause notice demanding an excise duty of Rs. 3.4 million on the grounds that the rebate was sanctioned wrongly as the department did not have full information. The Assistant Commissioner vide order dated January 28, 2009 confirmed the demand of Rs. 3.4 million along with interest and penalty. TJCL preferred an appeal before the Commissioner Appeals, Pune against the said order. The Commissioner of Appeals, Pune vide order dated April 29, 2009 rejected the appeal and confirmed the order of the Assistant Commissioner. The appeal before is currently pending before the Joint Secretary, Government of India, Ministry of Finance and claim involved in the appeal is Rs 3.4 million.

IV. Income Tax 1. TJCL filed appeal with Income Tax Appellate Tribunal (“ITAT”) against the order of Additional

Commissioner of Income Tax dated March 15, 2000 disallowing certain expenses for the assessment year 1997-98 incurred by TJCL. The ITAT vide order dated December 09, 2009 partly allowed the appeal by allowing the expenses in relation to commencement of commercial production and towards leased premises and restored the matter back to the assessing officer. The hearing held on 24.12.2011 with Dy. Commissioner of Income tax. According to the order received on 31.12.2010 the software expenses were allowed as revenue expenditure and product development expenses amounting to Rs. 1.8 mil were deferred between two years. The department has filed a petition with Mumbai High Court against the order passed by ITAT, Pune.

2. TJCL has filed appeal no. Pn/CIT(A)/III/Rg.7/541/08-09 for Assessment year 2005-06 before the

Commissioner Income Tax Appeals-III against the order dated December 29, 2008. The Commissioner of Income Tax vide the aforesaid order disallowed expenses of Rs. 38 million for the Assessment year 2005-06 incurred by TJCL. The total amount involved in the appeal is Rs. 4.27 million. The appeal is currently pending.

3. The Additional Commissioner of Income Tax vide order dated December 24, 2009 disallowed

expenses of Rs. 69.42 million for the Assessment year 2006-07 incurred by TJCL. TJCL has filed an appeal before the Commissioner Income Tax, Appeals-III. The total claim amount in the said appeal is Rs. 28.80 million. TJCL has deposited Rs. 13.5 million, Pune. The final hearing was held on 16.09.2010 and the order is awaited from CIT (A).

V. Sales Tax 1. For the Financial year 2004-05 TJCL for one of its export order had raised two invoices aggregating to

Rs. 3.50 million. For the execution of its export orders, TJCL placed an order for tool development to a local vendor for a consideration of Rs. 2.3 million and paid the advance for tools development and the balance of Rs. 1.20 million was accounted under the head of other income by TJCL. The local vendor has invoiced the said tools in the financial year 2005-06 and the sales tax officer has considered the said purchases as purchase from unregistered dealer and raised total demand Rs. 0.959 million. TJCL has filed appeal against the said demand.

2. TJCL has filed an appeal with the Additional Commissioner (Appeal) (Lucknow) against the ex-parte

order dated March 27, 2010 passed by the Deputy Commissioner for the assessment year 2007-08. The

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Deputy Commissioner has computed the sales tax liability based on the documents on its records relating to forms issued by them and not considered the sales and tax credit and tax paid details submitted by TJCL and demanded Rs. 13.05 million. The appeal against the said ex-parte order is currently filled on November 1, 2010 and pending and the total amount involved in the said appeal is Rs. 13.05 million. The order dated 25.1.2011 received now and the documents submitted were taken on record and there is no demand amount pending now.

VI. Civil 1. TJCL has filed a summary suit no. 96/09 before the Civil Judge Senior Division Pune in April 2009 for

the recovery of Rs. 4.5 million paid as security deposit plus interest and other charges to Mr. Prahlad Hariram Panhale & others in relation to the office premises situated at 301-309, Sohrab Hall, Sasoon Road, Pune taken on lease by TJCL. The recovery suit is currently pending and the total amount involved in the suit is Rs. 4.5 million plus interest and other charges.

VII. Consumer Forum 1. TJCL has filed execution petition in the Consumer Compliant No APDF/47/09 before the District

Consumer Dispute Redressal Forum Pune for the execution of order dated September 30, 2009 passed by the District Consumer Dispute Redressal Forum. The said order partly allowed the complaint filed by TJCL against M/s. Unique Collection for the deficiency in service in supplying office chairs to TJCL. The District Consumer Dispute Redressal Forum vide its order dated September 30, 2009 directed M/s. Unique Collection to pay Rs. 0.41 million with interest at the rate of 9 per cent from July 2, 2008 till realization and Rs. 300 as cost of the suit.

C. TACO Composites Limited (‘TACOCL’)

{Formerly known as Automotive Composite Systems (International) Limited (ACSI)}

Cases against TACOCL I. Labour Laws 1. Mr. Ranjan Mohapatra on September 16, 2008 has filed a civil suit no. 1572/2008 for declaration and

injunction against TACOCL, TACO and another before the Senior Judge, Division, Pune. Mr. Ranjan Mohapatra inter-alia has sought a declaration that his termination of employment and the reliving letter issued by TACOCL be declared as illegal. He has further claimed a compensation of Rs. 0.5 million for the alleged mental agony, undue harassment and for loss for opportunity in his career. The services of Mr. Ranjan Mohapatra were terminated due to his involvement in serious financial irregularities. The said suit is currently pending.

II. Other Summons/Legal Notices received by TACOCL 1. TACOCL for the assessment year 2009-10 has received a show cause notice dated September 6, 2010

from the income tax department for regularizing the observed defaults under Section 201 (1)/206(C) (7) of the IT Act. TACOCL has replied to the aforesaid show cause notice and there is no further communication in this regards. The amount involved under the show cause notice is Rs. 7 million. Further to the show cause notice dated September 6, 2010, TACOCL has received demand notice dated December 30, 2010 under section 156 of the Income Tax Act from the Income Tax Department. TACOCL has filed the correction statement and is in the process of replying to the Income Tax Department.

2. TACOCL for the assessment year 2008-09 has received a show cause notice dated September 6, 2010

from the income tax department for regularizing the observed defaults under Section 201 (1)/206(C) (7) of the IT Act. TACOCL has replied to the aforesaid show cause notice and there is no further communication in this regards. The amount involved under the show cause notice is Rs. 3 million.

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Further to the show cause notice dated September 6, 2010 we have received demand notice dated December 30, 2010 under section 156 of the Income Tax Act from the Income Tax Department. TACOCL has filed the correction statement and is in the process of replying to the Income Tax Department.

3. TACOCL has received summons from the Director General Central Excise Intelligence ('DGCEI') for

an alleged tax evasion for ascertaining the facts regarding evasion of central excise duty under the Central Excise Act, 1944 pertaining to the financial year 2007-08. DGCEI visited the office of TACOCL on December 30, 2008 and since then the department has sought information from TACOCL from time to time.

4. M/s. Lakshmann Tools (Private) Limited has issued a legal notice dated July 9, 2010 to TACOCL for

the alleged non payment of an outstanding amount of Rs. 0.194 million along with an interest at the rate of 12 per cent p.a. plus Rs. 5,500 as the costs of the legal notice. TACOCL has made a written request to M/s. Lakshmann Tools (Private) Limited to supply the documents in support of the said claim.

5. TACOCL has received a letter from Changan Ford Mazda Automobiles, China in relation to the

termination of Early Sourcing Termination Agreement dated January 20, 2009 executed between TACOCL and Changan Ford Mazda Automobiles. On February 13, 2009 TACOCL responded to the termination notice issued by Changan Ford Mazda Automobiles. There has been no further communication from Changan Ford Mazda Automobiles, China on this issue.

6. TACOCL has received a show cause notice from the Deputy Director, Industrial Safety and Health,

Pune dated May 11, 2010 regarding accident that took place in the TACOCL plant on April 26, 2010. TACOCL has submitted its response to the show cause notice on June 16, 2010.

7. TACOCL has received a Show Cause cum Demand Notice from the Department of Revenue , Central

Board of Excise & Customs , Directorate General of Central Excise Intelligence, Mumbai Zonal Unit, 1st & 3rd Floor, NTC House Ballard Estate, Mumbai 400001 for alleged evasion of Central Excise duty and contravention of Central Excise Rules during Financial Year 2007-08. The total claim involved works out to Rs 27.7 Mn plus penalty thereon.

TACOCL is in the process of submitting the reply to the Show Cause Notice. Cases by TACOCL

I. Complaint filed by TACOCL On September 04, 2008, TACOCL along with TACO has filed a complaint with Deputy Commissioner

of Police, Economic Offences Branch, Pune against Mr. Kanwalijit Singh Broca and Mr. Ranjan Mahapatra, ex-chief executive officer and chief financial officer, respectively of TACOCL. The aforesaid persons committed financial irregularities, misappropriated goods of TACOCL and recorded fictitious sale in order to show profits, which would have resulted in the increase in their salary and bonus. The complaint is currently pending.

D. TACO Hendrickson Suspensions Private Limited (THSPL) I. Cases by THSPL

THSPL has filed an arbitration application (lodging no. 24466 of 2010) before the Hon'ble Mumbai High Court under Section 11 of the Arbitration and Conciliation Act, 1996 against M/s Pankaj Dyes & Chemicals Private Limited ("PDCL") seeking the appointment of an arbitrator on behalf of PDCL. THSPL terminated the Business Centre Agreement with PDCL dated May 6, 2008 pursuant to which certain disputes had arisen in respect of the refund of interest free security deposit of Rs. 2.55 million deposited by THSPL under the Business Centre Agreement. THSPL nominated its arbitrator and upon PDCL's failure to appoint their arbitrator of appointment of their arbitrator, it has approached the

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Hon'ble Mumbai High Court. In the matter on February 12, 2011 the Hon’ble High Court passed an order appointing Mr. R. M. Bapat (former Judge of Bombay High Court) as a sole arbitrator under the Arbitration and Conciliation Act 1996. The Arbitration proceeding has been commenced. THSPL has filed claim petition before the Sole Arbitrator on April 30, 2011.

E. Tata AutoComp GY Batteries Limited (TGY BATTERIES)

Cases against TGY BATTERIES I. Customs 1. TGY Batteries has received an order from Assistant Commissioner Customs, GATT valuation cell

dated November 07, 2007 stating that 100 per cent loading would be done towards provisional assessment of imports, pending submission of the royalty agreement. TGYL has filed an appeal against the said order on November 20, 2007. TGY Batteries has paid the full amount of Rs. 17.50 Million under protest. The matter is pending.

II. Consumer Cases 1. Mr. Kamaleshwar Shukla Dhurwa Ranchi had filed a consumer complaint no. 213 of 2009 before the

District Consumer Disputes Redressal Forum, Ranchi, Jharkhand alleging deficiency of service in respect of failure of a battery purchased by him. The complainant has claimed Rs. 2 0,600 as compensation. The complaint is currently pending.

2. Sopan Sonawne, Jalgaon had filed a complaint before District Consumer Disputes Redressal Forum,

Jalgaon, Maharashtra for alleging deficiency of service in respect of non working of battery. The complainant has claimed Rs. 30,000/- as compensation. The Compliant is currently pending.

F. Tata Yazaki AutoComp Limited (TYAL)

Cases against TYAL I. Sales Tax 1. TYAL has received the gist of order for the re-assessment on April 5, 2011 under Bombay Sales Tax

Act, 1959 demanding a sales tax amount of Rs. 97.09 million for the financial year 2004-05. TYAL has filed an appeal against the re-assessment order and requested for interim stay order.

II. Labour laws 1. In 2007 Ms. Shubangani, an employee of TYAL has filed a case against TYAL before the Labour

Court, Pune claiming compensation of Rs. 0.2 million against TYAL for his termination from employment due to unfair practices. Ms. Shubhangani had fraudently punched her entry in the records of TYAL. The case is currently pending and the total amount claimed in the case is Rs. 0.2 million.

2. Karamchari Union of TYAL has filed a case against TYAL before the Industrial Court, Pune for

claiming overtime payment based on all the allowances payable to the workmen of TYAL. The case is currently pending and the total claim is Rs. 2.7 million.

3. Karamchari Union, on behalf of 118 workmen of TYAL, have filed a case before the Labour Court,

Pune against TYAL claiming wage settlement benefits post confirmation of their employment by TYAL. The case is currently pending.

4. Ms. Nutan Shinde has filed a reference no. 190/2009 before the Labour Court, Pune for reinstatement in

service. Ms. Shinde was dismissed from service by TYAL on account of prolonged absenteeism. The matter is currently pending.

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III. Show Cause Notices under General and Commercial Laws 1. TYAL has received a show cause notice for the alleged violation of Section 59(1) & (2) of the Factories

Act, 1948. The Additional Director, Industrial Safety directing TYAL to consider all other allowances for payment of overtime. TYAL has started paying the over time as suggested by the authorities w.e.f. December 1, 2009 and also requested to withdraw the show cause notice. The matter is currently pending.

2. TYAL has received a show cause notice dated October 16, 2008 from the Regional Provident Fund

Commissioner for the non extension of provident fund benefits and non payment of provident fund on miscellaneous allowances and incentives. The matter is currently pending.

3. The Development Commission, SEEPZ has issued a show cause notice dated March 29, 2005 for the

cancellation of DTA sale permission granted to TYAL along with imposition of penalty. The hearing in the said issue took place on May 19, 2005. No further order has been received from the Development Commissioner by TYAL.

4. The Development Commissioner, SEEPZ, SEZ has issued a show cause notice dated April 27, 2011 for

negative NFE of Rs. 18.08 million and to show cause as to why penal action should not be taken against the Export Oriented Unit (EOU)* under the provisions of Foreign Trade (D&R) Act, 1992. TYAL is in the process of replying to the show cause notice. * TYAL has already applied for the debonding/closure of the EOU of the Company.

5. TYAL has received a show cause notice dated April 28, 2011 from Security Guard Board, Pune for

contravention of Clause 13(1) of the private Security guards (Regulation of Employment & Welfare) Scheme, (amended) 2002, read with Clause 42 of the said scheme and Section 3(3) of the Maharashtra Private Security Guards (Regulation of Employment & Welfare) Act. 1981. The said authorities pointed out that the security guards deployed by M/s. Geekay Security Agency are not having exemption under State Act. TYAL has replied to the show cause notice on May 5, 2011 and the Employer registration is completed.

IV. Show Cause Notices under Excise and Customs 1. TYAL received a show cause notice dated January 11, 2010 for non payment of differential amount

during the statutory time for appropriation of the amount and imposition of interest and penalty. TYAL had made representation to the Additional Commissioner, Central Excise when this issue was taken up in Audit. The notice has been replied on the ground that Service Tax on Royalty is paid on “Provision Basis”. The amount involved could be penalty to the tune tax amount i.e. Rs. 0.28 million. No further reply has been received from the Department.

2. TYAL received a show cause notice on January 14, 2010 from Excise authority for Rs. 0.058 million

for reversal of CENVAT on imported rejected material lying in stock. The matter is currently pending. 3. TYAL has received a show cause notice on January 14, 2010 from Excise Authority for Rs. 0.060

million towards reversal of CENVAT credit on materials sent to job workers. The matter is currently pending.

4. TYAL has received a show cause notice March 15, 2010 from the Excise Authority for Rs. 21.97

million towards wrong availment of CENVAT credit on imports made by using DEPB licence which were purchased by TYAL from the open market. TYAL has submitted its reply on June 16, 2010. The matter is currently pending.

5. TYAL received a show cause notice dated September 8, 2010 for wrong Availment of CENVAT Credit

of Rs. 0.30 Mn, availed on Housekeeping, Gardening, Nurses & Aaya. TYAL is contesting the matter

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as service tax credit in or in relation to the business is allowed, as per various decisions of the Hon’ble High Court.

6. TYAL has received a show cause notice dated January 28, 2011 for failure to file ST-3 return electronically for the period April to September for the year 2010-11. The show cause notice is issued as to why penalty under Section 77 of the Finance Act, 1994 should not be imposed on TYAL. TYAL had filed the return manually within the statutory time limit and the same could not be filed electronically due to data off load error with CBEC site. TYAL had informed the fact to the Excise Department.

7. TYAL has received a show cause notice dated May 10, 2011 for failure to file Annual Return ER-4 electronically for the Financial Year 2009-10. The show cause notice is issued as to why penalty under Rule 27 of the Central Excise Rules, 2002 should not be imposed on TYAL. TYAL is in the process of replying to the show cause notice. Cases by TYAL

I. Income Tax 1. TYAL has filed an appeal before Commissioner Income Tax Appeals against the order dated December

27, 2006 passed by the Deputy Commissioner Tax, Circle 7 for the assessment year 2004-05. The Deputy Commissioner in his order failed to consider the provisions for lump sum royalty and prior period liability in the computation of income tax by TYAL. The appeal is currently pending and the amount involved in the appeal is Rs. 17 million.

2. TYAL filed an appeal on January 30, 2009 before the Commissioner of Appeals, Income tax against the

order dated December 12, 2008 for the assessment year 2005-06 passed by Additional Commissioner of Income Tax. The Additional Commissioner in his order added Rs. 140.9 million towards transfer pricing adjustments and disallowed payment of excise duty of Rs. 116 million. TYAL has filed an appeal against the said order. The appeal is currently pending and the total amount involved in the appeal is Rs. 63.56 million. TYAL had received a request from Income Tax department for accepting MAP route. TYAL has informed to Income Tax department on April 18, 2011 about non-acceptance of the said adjustment.

3. TYAL filed an appeal on January 29, 2010 before Commissioner of Appeals, Income Tax against the

order dated December 30, 2009 for the assessment year 2006-07 passed by Deputy Commissioner of Income Tax. The Deputy Commissioner in his order disallowed (i) the expenses towards the administrative service charges amounting to Rs. 9.4 million; (ii) certain reimbursement of expenses to TYAL amounting to Rs. 1.28 million; and (iii) bad debts for Rs. 1 million. In view of the accumulated losses of TYAL, the demand is nil.

4. TYAL has filed an appeal on 27.01.2011 with Commissioner of Income Tax (Appeals) against the order

of the Dy. Commissioner of Income Tax passed on 30.12.2010, The Dy. Commissioner is his order disallowed: (i) Administrative Charges amounting to Rs. 24.02 million paid to TACO. (ii) Reimbursement of Expenses amounting to Rs. 1.20 million paid to TACO and (iii) Bad Debts amounting to Rs. 0.21 million.

II. Excise, Custom and Service Tax 1. Director General of Central Excise Intelligence issued a show cause notice for the recovery of import

duty for the alleged transfer of imported material from EOU unit to the DTA unit. The Settlement Commission vide its order dated January 14, 2008 has rejected the submissions made by TYAL and directed TYA EOU to pay an amount of Rs. 76.83 million out of this amount TYA DTA unit has already paid Rs. 31.78 million in cash and utilized CENVAT credit of Rs. 40.91 million. The Settlement Commission imposed penalty of Rs. 1.1 million. TYAL has filed a writ petition no. 627 of 2008 before the Hon'ble Bombay High Court against the final order dated January 14, 2008 and order

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made on September 27, 2006. TYAL has obtained a stay order against the order of the Settlement Commission. The writ petition is currently pending and the total claim involved in the writ petition is Rs. 77.68 million plus interest theron and penalty. TYAL has furnished a Bank Guarantee amounting to Rs. 77.00 million in favour of Commissioner Central Excise.

2. On October 06, 2010, TYAL has filed an appeal petition before the Commissioner Appeals, Central

Excise Pune against the order dated July 30, 2010 passed by the Assistant Commissioner, Central Excise, Pune VIII Division whereby the Assistant Commissioner has disallowed the refund application of TYAL claiming refund of Rs. 2.16 million under Rule 5 of CENVAT Rules, 2004. The hearing of the appeal took place and refund order of Rs. 0.04 million received in March, 2011. TYAL is in the process of filing an appeal in CESTAT.

3. On October 06, 2010, TYAL has filed an appeal petition before the Commissioner Appeals, Central

Excise, Pune against the order dated July 30, 2010 passed by the Assistant Commissioner, Central Excise, Pune VIII Division, Pune whereby the Assistant Commissioner has disallowed the refund application of TYAL claiming refund of Rs. 3.97 million under Rule 5 of CENVAT Rules, 2004. The hearing of the appeal took place and refund order of Rs. 3.92 million received in March, 2011.

4. On October 06, 2010 TYAL has filed an appeal petition before the Commissioner Appeals, Central

Excise Pune against the order dated July 30, 2010 passed by the Assistant Commissioner, Central Excise, Pune VIII Division, Pune whereby the Assistant Commissioner has disallowed the refund application of TYA claiming refund of Rs. 0.087 million under Rule 5 of CENVAT Rules, 2004. The hearing of the appeal took place and refund order of Rs. 0.066 million received in March, 2011.

5. TYAL has filed an appeal with CESTAT on May 14, 2010 against the order of the Commissioner

(Appeals), Central Excise, wherein the Commissioner rejected refund of Rs. 3.58 million in respect of unutilized credit under Rule 5 of the Cenvat Credit Rules, 2004. The matter has not yet come for hearing.

III. Sales Tax 1. TYAL has received the notice from Jharkhand Sales Tax Authority demanding additional sales tax of

Rs. 30.54 million on account of differential duty from 4 per cent. to 12.5 per cent. Towards the wiring harness sold to Tata Motors, Jamshedpur. TYAL has filed an appeal against the said notice. The appeal is currently pending.

IV. Labour Laws 1. TYAL has filed a complaint no. 83/2006, before the Industrial Court, Pune against Krantikark Mazdoor

Sangathana. The said complaint was against the Sangathan (Union) for the various instances of unfair and illegal trade practices resorted by the union. The sagathana inter-alia stopped performing work, threatened and misbehaved with officials of TYAL. The Complaint is currently pending.

G. Tata Ficosa Automotive Systems Limited (TFASL)

Cases against TFASL

I. Show Cause Notices Excise

1. TFASL has received a number of show cause notices from Excise Authorities during the period 2004-05 to 2008-09 alleging that the input declaration (for float glass) made by TFASL does not match with suppliers invoice submitted by TYAL during the period of the show cause notices. The aggregate amount demanded in the said show cause notices is Rs. 33.13 million. TFASL has replied to all the show causes notices from time to time.

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2. TFASL has received a number of show cause notices from Excise Authorities during the period

2004-05 and 2005-06 demanding excise duty on the DTA export sale. The Department has considered EOU sale as a DTA sale and therefore has demanded an excise duty of Rs. 12.04 million. The aggregate amount demanded in the said show cause notices is Rs. 12.04 million. TFASL has replied to all the show causes notices from time to time.

II. Labour 1. ESIC Inspector has given an order dated December 22, 2009 demanding ESI contribution of Rs. 0.03

million for contract workers engaged by TFASL. TFASL preferred an appeal against the aforesaid order before the ESIC Court. The ESIC Court on July 31, 2010 passed an interim order for the deposit of fifty per cent. of demand raised by the ESIC Inspector, which has been deposited. The appeal is currently pending and the total amount involved in the appeal is Rs. 0.03 million.

III. Industrial Act 1. TFASL had appointed 17 temporary trainees for a period seven months. The services of these trainees

were availed for a period beyond 240 days. In April 2003, these trainees were retrenched by TFASL and subsequently, these trainees filed a case against TFASL claiming permanency of employment before the Industrial Court of Pune. The said case is pending and the amount involved is approx. Rs. 8 million.

Cases by TFASL I. Income Tax 1. TFASL has filed an appeal before the Commissioner of Income Tax Appeals-III against the assessment

order passed by the Deputy Commissioner of Income Tax Circle-7, Pune for the assessment year 2007-08 disallowing (i) certain intra-group charges incurred by TFASL; (ii) employees contribution paid by TFASL to ESIC and (iii) certain other ad-hoc expenses incurred by TFASL on its employees. The appeal was filed on February 09, 2010. The total amount involved in the appeal is Rs. 9.63 million. The appeal is currently pending.

2. TFASL has also filed an appeal before the Commissioner of Income Tax Appeals-III against the

assessment order passed by the Deputy Commissioner of Income Tax Circle-7, Pune for the assessment year 2008-09 disallowing the same expenses as that of last year for an amount of Rs.7.49 million. The appeal is currently pending.

II. Sales Tax 1. The Department for assessment years 2004-05 vide their order dated March 20, 2010 demanded interest

and penalty of Rs. 3.89 million for non submission of Form H and tool export. TFASL has filed an appeal on April 29, 2010 before the Joint Commissioner Commercial Taxes, Pune, against the said order. The said appeal is currently pending and the total amount involved therein is Rs. 3.89 million.

III. Civil Cases 1. TFASL has filed a civil suit against Mr. Chandrakant Dattary Diwane for a recovery of Rs. 0.06 million

deposited with the Mr. Diwane as security in terms of the leave and license agreement entered into by TFASL and Mr. Diwane. Mr. Diwane decline to refund the security deposit given by TFASL at the time of termination of the leave and license agreement. The total claim in the suit is Rs. 0.06 million and the suit is currently pending.

H TACO Holdings (Mauritius) Limited

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Nil I. TACO Sasken Automotive Electronics Limited

Nil J. Tata Nifco Fasteners Limited Nil

MATERIAL DEVELOPMENTS In the opinion of the Board of Director of our Company, there have not arisen, since the date of the last financial statements disclosed in this Letter of Offer, any circumstances that materially or adversely affect or are likely to affect our profitability taken as a whole or the value of our consolidated assets or our ability to pay our material liabilities within the next 12 months.

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GOVERNMENT / STATUTORY, BUSINESS APPROVALS AND LICENCES In view of the approvals listed below, we can undertake this Rights Issue and our current business activities and no further material approval are required from any Government authority or the RBI to continue such activities. We have received the following Government approvals that are material to our business: A. Corporate Approvals 1. Certificate of Incorporation March 13, 1990 bearing no. 55-39494 issued by Asst. Registrar of

Companies, Delhi & Haryana for incorporation of the Company as “JBM Tools Limited”. Fresh Certificate of Incorporation consequent to change of name dated August 1, 2003 has been issued by the Registrar of Companies, Pune for Change of Name of the Company from “JBM TOOLS LIMITED” to “AUTOMOTIVE STAMPINGS AND ASSEMBLIES LIMITED”.

2. Certificate of Commencement of Business dated September 14, 1990 has been issued by Registrar of

Companies, Delhi & Haryana for commencement of business of the Company as “JBM Tools Limited”. B. Pantnagar, Uttarakhand Unit 1. Certificate of Registration dated July 11, 2007 bearing no. 830505 for the factory at Pantnagar,

Uttarakhand under section 69 of the Finance Act, 1994 in (a) Business Auxiliary Service & (b) Goods Transport Agency provided by the Company.

2. Letter of consent dated January 23, 2010 bearing No. HO/con/A-83/09/1347 Dehradun, issued under

Section 25/26 of The Water (Prevention and Control of Pollution) Act, 1974 and under section 21 of The Air (Prevention and Control of Pollution) Act, 1981 to operate the plant at Pantnagar, Uttarakhand. The consent is valid upto March 31, 2010. The Company has already applied for renewal of the consent on March 13, 2010 and on March 31, 2011.

3. Certificate of Registration dated February 1, 2008 bearing no. U.S.N- 1155 issued under Factories Act, 1948, registering the factory at Pantnagar, Uttarakhand under the Factories Act 1948. The License is valid upto December 31, 2011.

4. Certificate dated July 21, 2010 bearing no. FSR No. 1/10 issued by the Officer of Fire Safety, Udham

Singh Nagar, certifying the arrangements made at Pantnagar, Uttarakhand for fire extinguishing are satisfactory.

5. Acknowledgement bearing no. No. 4856/SIA/IMO/2006 dated September 1, 2006 has been issued by

Ministry of Commerce & Industry, Public Relation & Complaints Section, New Delhi acknowledging receipt of memorandum to manufacture the item - Pressing, Stamping and Roll Forming of Metal Powder Metallurgy with proposed capacity of 17000 MT at the plant located at Plot no.71 Sec 11, IIE, Pantnagar, Udham Singh Nagar. The Ministry had by its further Acknowledgement bearing no. 1657/SIA/IMO/2011dated 23rd May 2011 acknowledged the receipt of memorandum which proposes the increase in manufacturing capacity of the Pantnagar Unit by 25000 MT, enhancing the total manufacturing capacity to 42000 MT.

6. Certificate of Registration dated January 15, 2007 bearing no. RU 5045236 issued under rule 5(1) of the

Central Sales Tax (Registration and Turnover) Rules, 1957 registering the Company as a dealer under section 7(1)/7(2) of the Central Sales Tax Act, 1956 for the Factory at Pantnagar, Uttarakhand.

7. Certificate of Registration dated December 20, 2006 bearing No. 05006850747 issued under the

Uttaranchal Value Added Tax Act, 2005 for the Factory at Pantnagar, Uttarakhand. 8. Letter dated December 26, 2009 bearing no. 2842 issued by Uttaranchal Power Corporation Ltd

whereby electricity load of 300 KVA has been sanctioned for the plant at Pantnagar.

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9. No Objection Certificate dated December 20, 2007 bearing no. 4157 has been issued by Electrical

Safety Inspector for the plant at Pantnagar for using electrical transformer of 500 KVA capacity. 10. By a Letter dated January 31, 2008, Plan Approval for the factory building is granted along with

permission to use 362 H.P electricity and 20 H.P DG Set, by Assistant Director, Factory & Boiler Office.

11. Letter of consent dated December 12, 2009, bearing no 2842 issued by Electrical Safety Inspector of

Uttarakhand for plant at Pantnagar for installing and using the generator of 20KVA and 500KVA capacity.

12. Certificate of Registration dated April 26, 2008 bearing no. 260/08 issued under Rule 18(1) and section

7(2) of the Contract Labour (Regulation and Abolition) Act, 1970 to the Company for appointing contractor ‘Guruteg Bahadur Labour Suppliers’ for engaging persons on contract for carrying out activities.

13. The Company has been allotted Tax Deduction Account bearing no. MRTA02944E under the Income

Tax Act, 1961. 14. Certificate of Registration dated April 4, 2007 bearing no. AAACJ2611MXM005 issued under the

Central Excise Act, 1944 as a manufacturer. 15. The Company has been allotted Establishment Code bearing No. UA/34683 under the Employees’

Provident Fund & Miscellaneous Provision Act, 1948. 16. The Company has been allotted Establishment Code bearing No. 61-4802-52/RU under the Employees’

State Insurance Act, 1948. 17. M/s. Shivam Engineering Services, by its report of examination of pressure Vessel/ plant (under Section

31 of Factory Act, 1948) certified on April 14, 2011, under certificate no SES/ASAL/0111, that plant located on Pantnagar was thoroughly checked and found satisfactory. The report is valid up to October 13, 2011.

18. M/s Shivam Engineering Services by its report of examination of lifting machines, rope and lifting

tackles under Section 29 of the Factories Act, 1948, has certified on April 14, 2011 under certificate no SES/ASAL/3611, that lifting machines, ropes and lifting tackles in the plant located at Pantnagar were thoroughly tested and found in satisfactory condition for safe operation. The report is valid upto April 13, 2012.

19. M/s. Shivam Engineering Services by his report of examination of Dangerous Machines / Power Press /

Centrifugal Machines prescribed under Section 21 (2) of the Factories Act, 1948, has certified on April 14, 2011 having certificate no. SES/ASAL/3111, that Power Presses in the plant located at Pantnagar was thoroughly checked and found in satisfactory condition for safe operation. The report is valid upto October 13, 2011.

20. Certificate of Registration dated October 4, 2010 bearing Receipt No. 125509 issued for weigh bridge

(40 Tons Capacity) under rule 16(3) of the Standards of Weights and Measures (Enforcement) Act, 1985 for the plant at Pantnagar. The next due date for the inspection is on 3rd October, 2011.

21. Acknowledgement bearing no. No. 1739/IIM/PROD/2008 dated September 2, 2008 has been issued by

Ministry of Commerce & Industry, Public Relations & Complaints Section, New Delhi acknowledging receipt of memorandum intimating commencement of Commercial Production w.e.f. May 02, 2008 with installed capacity of 17000 MT at the plant located at Plot no.71 Sec 11, IIE, Pantnagar, Udham Singh Nagar.

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22. Certificate of Registration dated May 31, 2008 bearing No. 82/2008 issued under Building and other Construction Workers (Regulation of Employment and Condition of Services) Act, 1996 for the Factory at Pantnagar.

23. An authorization under Rule 5 of the Hazardous Waste (Management, Handling and Transboundary

Movement) Rules, 2008 for storage of hazardous wastes. The authorization is valid upto March 31, 2011. The Company has already applied for renewal of the said authorization on March 31, 2011.

24. Certificate bearing no. IND10.6578/R1 issued by Bureau Veritas Certification for the Factory at Pantnagar certifying that the Management System is in accordance with requirements of ISO14001:2004. The validity of the same is upto August 13, 2013.

25. Certificate dated March 23, 2010 bearing no. 100460 issued by Bureau Veritias Certification for the Factory at Pantanagar certifying that the Quality Management System is in accordance with the requirements of ISO/TS 16949- Third Edition. The Certificate is valid upto March 22, 2013

C. Halol Unit 1. Certificate of Registration dated September 6, 1996 bearing no. BRD/ARIV/Ch. 87/205/96 issued under

the Central Excise Act, 1944 for the factory at Halol to cure/produce/manufacture/carry on wholesale trade/ business/broker or commission agent or to obtain excisable goods, for special industrial purposes in respect of sheet metal components.

2. Acknowledgement dated September 2, 2003 bearing. No. 2472/SIA/IMO/2003 has been issued by

Ministry of Commerce & Industry, Public Relation & Complaints Section, New Delhi for receipt of memorandum for the manufacture of following proposed item Forging, Pressing, Stamping and Roll Forming of Metal of Manufacture Powder Metallurgy for the existing capacity of 10000 MT for the plant at Survey No. 173. Vill. Khakharia, Ta. Savli, Dist. Vadodara.

3. Certificate of Registration bearing no. 3-34-344 and License No. 095756 issued under the Factories Act,

1948 for the factory at Halol under Rule 6 & 8 in Form 4, whereby the Company has been registered under the Factories Act, 1948. The registration is valid upto December 31, 2013.

4. With Consent letter dated March 2, 2009, and Consent order no 31699 granting consent to the Company

to operate the factory at Halol under section 26 of The Water (Prevention and Control of Pollution) Act, 1974 and under section 21 of The Air (Prevention and Control of Pollution) Act, 1981 and authorization/renewal of authorization under Rule 3(c) and Rule 5(5) of the Hazardous Water (Management and Handling) Rules, 1989. The consent is valid upto April 4, 2013.

5. Certificate of Registration dated July 15, 1997, bearing no. R315001497 issued under the Gujarat State

Tax on Professions, Trades, Calling and Employment Act, 1976 where under it has been registered as an employer.

6. Certificate of Registration dated March 27, 1996, bearing no. ACL/BRD/CLA/CLR/337/96 issued

under the Contract Labour (Regulation and Abolition) Act, 1970 for the factory at Halol. 7. Certificate dated November 29, 2001, for Central Excise Registration under Rule 9 of the Central

Excise Rules, 2001 bearing Registration No. AAACJ2116M-XM-001 in respect of manufacturing of excisable goods for the Factory at Halol.

8. Certificate of Registration dated January 28, 2005 for Service Tax bearing no. GTA/VAD-II

(City)/391/ASAL/2005 for the factory at Halol, under section 69 of the Finance Act, 1994 issued by the Superintendent, Service Tax, Central Excise & Customs in respect of Goods Transport Agency.

9. Letter dated August 25, 2003 allotting Tax Deduction Account no. BRDA01343G for the factory at

Halol.

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10. Certificate of registration dated July 1, 2002, bearing no. 24192100315 issued by the Sales Tax Officer

under the Gujarat Sales Tax Act, 1969, registering the factory at Halol as Manufacturer. 11. Certificate dated November 08, 2010 bearing no. IND-11937/TS for the Factory at Halol issued by

Bureau Veritas Certification, certifying the Quality Management System is in accordance with requirements of ISO/TS 16949- Third Edition. The certificate is valid up to November 07, 2013.

12. Certificate of Registration dated September 30, 2005 bearing no. 24692100315 issued under rule 5(1) of

the Central Sales Tax (Registration and Turnover) Rules, 1957 registering the Company as a dealer under section 7(1)/7(2) of the Central Sales Tax Act, 1956 for the Factory at Halol. The Certificate is valid from August 08, 1996 until cancelled.

13. The Company has been allotted Employees Provident Fund Organization Establishment Code: GJ/BD/

20936 for its factory a Halol. 14. Certificate of Stability dated April 25, 2008 has been issued by M/s Adharshila Associates,

Engineering, Financial and Management Associates to the Company for the factory at Halol, whereby the Engineer examined the various parts including the foundation with special reference to the machinery, plant etc that have been installed and reported that all the works of the engineering construction in the premises is/are structurally sound and that its/their stability will not be endangered by its/their use.

15. Form D as per Payment of Bonus Act 1965 has been duly submitted to the Joint Director, office of the

Labour Commissioner, Industrial Health and Safety Division. Vadodara in November, 2010. 16. Examination of the lifting machines, ropes and lifting tackles for the factory located at 173, Khakaria,

Savli, Halol, Vadodara. i. Examination done on December 29, 2010 by Dr. J.I. Nanavati, P.E. of the machines. Next due

date for examination is December 29, 2011 Description: Fork Lift Truck, Voltas Make, Lift 4.12 Max, Hydraulic Operation)

ii. Examination done on December 29, 2010 by Dr. J.I. Nanavati, P.E. of the machines. Next due

date for examination is December 29, 2011 (Description: EOT Crane, Federal Make, Lift 12 M)

iii. Examination done on December 29, 2010 by Dr. J.I. Nanavati, P.E. of the machines. Next due

date for examination is December 29, 2011 (Description: EOT Crane, Federal Make, SWL 5 T (Aux. Hoist))

iv. Examination done on December 29, 2010 by Dr. J.I. Nanavati, P.E. of the machines. Next due

date for examination is December 29, 2011 (Description: Fork Lift Truck, Voltas Make, Diesel Driven SWL – 3 T, Lift 4.12 Max, Hydraulic Operation)

17. Certification for power presses dated December 29, 2010 has been issued by Dr. J I Nanavati, P.E. for

the machine mentioned below, whereby examination was carried out on machines. Next due date for examination is June 29, 2011.

Description of Machine:

1. Mechano Pneumatic Power Press 120 Tonnes, Sr. no. L121 2. Mechano Pneumatic Power Press 600 Tonnes, Sr. no. SE4-600-108-72/28374 3. Mechano Pneumatic Power Press 400 Tonnes, Sr. no. OP 5120 4. Mechano Pneumatic Power Press 600 Tonnes, Sr. no. SE4-600-108-72/27780 5. Mechano Pneumatic Power Press 1000 Tonnes, Sr. no. SE4-1000-108-96

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6. Mechano Pneumatic Power Press 250 Tonnes, Sr. no. S2-250-60-48 7. Mechano Pneumatic Power Press 120 Tonnes, Sr. no. L122

18. Examination of pressure vessel or plant i. Examination done on December 29, 2010 by Dr. J.I. Nanavati, P.E. of the below mentioned machines.

Next due date for examination is June 29, 2011. ii. Description of machines:

1. Air Compressor with Air Receiver (Horizontal) Fab no. 5061, Cap 420 L 2. Air Compressor with Air receiver (Horizontal) 3 Cyl, Heavy duty, Fab no 550, Cap 300 L 3. Screw Compressor, Receiver Sr. no. 819119004 4. Screw Compressor, Receiver cap 300L, Sr. J 1898 5. Vertical air receiver Sr. no. 1235 6. Horizontal oil and air receiver Sr. no. 223/UEW

19. Annual Installation Inspection dated November 23, 2010 has been conducted by Electrical Inspector, Gujarat.

20. Certificate of Registration bearing no. ACL/Vod/4512/2009 dated 02/04/2009 issued under section

12(2) of the Contract Labour (Regulation and Abolition) Act, 1970. The Certificate is for employing 130 contract Labour upto March 31, 2011. The Company has already applied for renewal of Certificate for employing 05 contract Labour on May 11, 2011.

21. Certificate bearing no. IND10.6578/R1 issued by Bureau Veritas Certification for the Factory at Halol

certifying that the Management System is in accordance with requirements of ISO14001:2004. The validity of the same is upto August 13, 2013.

D. Units at Bhosari, Pune and Chakan, Pune 1. Letter of consent dated January 4, 2007 bearing no. SROP-II/E-251/UP/CC/645/28 issued u/s 25/26 of

the Water (Prevention and Control of Pollution) Act, 1974, u/s 21 of the Air (Prevention and Control of Pollution) Act, 1981 and authorization/renewal of authorization u/r 5 of the Hazardous Wastes (Management and Handling) & Amended Rules, 2000-2003 for plant at Gat No. 427, Juna Chakan, Medankarwadi, Tal. Khed, Pune, under which the consent is valid for Sheet metal components & welded sub assemblies with capacity upto 2400 MT/Month. The consent is valid up to December 31, 2009. The Company has already applied for renewal of the consent on October 11, 2009.

2. Acknowledgement dated December 26, 2007 bearing no. No. 3667/SIA/IMO/2007 has been issued by

Ministry of Commerce & Industry, Public Relation & Complaints Section, New Delhi acknowledging the receipt of memorandum for the manufacture of item; in Pressing, Stamping and Roll Forming of Metal, Powder Metallurgy for the proposed capacity of 28520.00 MT, in addition to existing capacity of 36400.00 MT for the plant at Gat No. 427, Juna Chakan, Medankarwadi, Tal. Khed, Pune

3. Acknowledgement dated September 2, 2003 bearing no. No. 2473/SIA/IMO/2003 has been issued by

Ministry of Commerce & Industry, Public Relation & Complaints Section, New Delhi acknowledging the receipt of memorandum for the manufacture of item - Forging, Pressing, Stamping and Roll Forming of Metal Powder Metallurgy for the existing capacity of 8000.00 MT at the plant located at G-71/2 MIDC, Bhosari, Pune.

4. Certificate bearing no. PNA/34-344/Bh-3/28 and License No. 093099 issued under Rule 6 & 8 of the

Factories Act, 1948, for registration of the factory at MIDC, Bhosari, Pune, under the Factories Act, 1948. The License is renewed upto December 31, 2013.

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5. Certificate of Registration bearing no. Pune/2(M)(1)34300 and License No. 086298 issued under Rule 6 & 8 of the Factories Act, 1948 for registration of plant at Chakan, Pune as a factory. The License is renewed upto December 31, 2013.

6. Consent letter dated December 29, 2010 bearing Consent No. BO/APAE/TB-2/EIC NO. PN-5299-

10/O-311 issued by Maharashtra Pollution Control Board under section 26 of The Water (Prevention and Control of Pollution) Act, 1974 and under section 21 of The Air (Prevention and Control of Pollution) Act, 1981 and authorization/renewal of authorization under Rule 5 of the Hazardous Waste (Management and Handling) Rules, 1989 to operate the plant at MIDC, Bhosari, Pune. The certificate is valid up to February 28, 2015.

7. Certificate dated January 20, 2010 bearing no. 96359 issued by Bureau Veritias Certification for the

Factory at Chakan, Pune certifying that the Quality Management System is in accordance with the requirements of ISO/TS 16949- Third Edition. The Certificate is valid upto January 19, 2013.

8. Certificate dated January 20, 2010 bearing no 96358 issued by Bureau Veritas Certification for the

Factory at MIDC, Bhosari, Pune certifying that the Quality Management System of the Company is in accordance with the requirements of ISO/TS 16949- Third Edition. The validity of the same is upto January 19, 2013.

9. Certificate dated September 18, 2007 bearing no. IND10.6578/R1 issued by Bureau Veritas

Certification for the Factory at Chakan, Pune and MIDC, Bhosari, Pune certifying that the Management System is in accordance with requirements of ISO14001:2004. The validity of the same is upto August 13, 2013.

10. Certificate of Registration under Rule 20 read with section 7 of the Maharashtra Contract Labour

(Regulation and Abolition) Rules, 1970 for employing the following contract labour at Bhosari Plant:

Sr. No.

Name of the Contractor

Contractor License No.

Nature of work in which contract labour is employed in any day the preceding 12 months

Max No. of Contract Labour expected to be employed on any day through any contract

Estimated date of commencement of each contract work under contract

Estimated or actual date of termination of employment of contract labour

1 Sai Associates, Pune

3177 Material Handing, House Keeping

40 01-01-2010 31-12-2010

2 Sai Associates, Pune

3177 Job Work IFT, Powder Coating, Oil Sump

50 01-01-2010 31-12-2010

3 Sai Samarth Enterprises, Pune

4315 Cleaning, Material Handling

16 01-01-2010 31-12-2010

4 Nitin Engineering, Pune

4314 Deburring, cleaning, Material handling

20 01-01-2010 31-12-2010

5 Nitin Engineering, Pune

4314 Job work Seat Mtg. X member, PVPL, Fire Wall

30 01-01-2010 31-12-2010

6 Shree Ganesh Engineering, Pune

NA Pallet Maintenance fabrication Work

6 01-01-2010 31-12-2010

7 Hawk Eye NA Security Service 10 01-01-2010 31-12-2010

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Security And Facilities Pvt. Ltd., Pune

The Company has already submitted an Application for renewal of the certificate dated October 15, 2010. The application for renewal of certificate is for employing the following contract labour: Sr. No.

Name of the Contractor

Contractor License No.

Nature of work in which contract labour is employed in any day the preceding 12 months

Max No. of Contract Labour expected to be employed on any day through any contract

Estimated date of commencement of each contract work under contract

Estimated or actual date of termination of employment of contract labour

1 Sai Associates, Pune

3177 Material Handing, House Keeping

40 01-01-2011 31-12-2011

2 Samrudhi Enterprises

NA Material Handing, House Keeping

40 01-01-2011 31-12-2011

3 Sai Samarth Enterprises, Pune

4315 Cleaning, Material Handling

16 01-01-2011 31-12-2011

4 Navnath Enterprises, Pune

9979 De-burring, cleaning, material handling

30 01-01-2011 31-12-2011

5 Nilkantheshwar Industries Service, Pune

8412 Job work Pivot Bracket

15 01-01-2011 31-12-2011

6 Royal Engineering

NA Pallet maintenance Fabrication Work

6 01-01-2011 31-12-2011

7 Hawk Eye Security And Facilities Pvt. Ltd., Pune

NA Security Service 14 01-01-2011 31-12-2011

11. Certificate of Registration for 2010 granted under section 7(2) of the Contract Labour (Regulation and

Abolition) Act, 1970 for employing the following contract labour at Chakan Plant.

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Sr. No.

Name and address of the contractor

Nature of work in which contract labour is employed in any day of the preceding twelve months

Max no. of contract labour expected to be employed on any day through any contract

Estimated date of commencement of each contract work under contract

Estimated or actual date of termination of employment of contract labour

1. Sahyadri Industrial Services Pvt. Ltd Sagar Corner, Kasarwadi, Pune

Material Movements 30 Nos 01-01-2010 31-12-2010

1a Sahyadri Industrial Services Pvt. Ltd Sagar Corner, Kasarwadi, Pune

House Keeping 30 Nos 01-01-2010 31-12-2010

1b Sahyadri Industrial Services Pvt. Ltd Sagar Corner, Kasarwadi, Pune

Job Work 50 Nos 01-01-2010 31-12-2010

2 Heavy Steel Works Sadgurunagar, Pune-Nashik Road, Bhosari, Pune

Deburring Material Cleaning

90 Nos 01-01-2010 31-12-2010

3. Shani Sagar 284, Tapkeer Nagar, Alandi Dehu Phata, Tal Haveli, Pune

Deburring Material Cleaning

30 Nos 01-01-2010 31-12-2010

4 Kohinoor Maintenance Services S. No. 128/1, Flat No. 26,2 floor, Nigadi, Pune

Forklift Maintenance 19 Nos 01-01-2010 31-12-2010

5 PG Parbate Nehru Nagar, Pimpri-18

Canteen Service 35 Nos 01-01-2010 31-12-2010

6 Akal Security India Pvt Ltd. Office no. 6, Mahendra Chambers, Dhole Patil Road, Pune 411 001

Security 31 Nos 01-01-2010 31-12-2010

7 En Vision Flat No. 303, Survey no. 25/30/232, Swapna Purti Apt. Kale Padal, Sasane Nagar, Hadapsar, Pune- 25

Sewage treatment plant Maintenance

03 Nos 01-01-2010 31-12-2010

The Company has already submitted an Application for renewal of the certificate dated October 29, 2010. The application for renewal of certificate is for employing the following contract labour -

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Sl. No.

Name of the Contractor Contractors License No.

Nature of Work No. of Workmen directly employed by Principal Employer

Max. no of contract labour expected to be employed on any day through any contract

1 Sahyadri Industrial Services Pvt. Ltd., Pune

3362 Material Movements - 30

1a Sahyadri Industrial Services Pvt. Ltd., Pune

3362 House Keeping - 35

1b Sahyadri Industrial Services Pvt. Ltd., Pune

3362 Job Work 50

2 Heavy Steel Works, Pune 7925 Deburring, Material Cleaning

- 90

3 Shani Sagar Deburring, Material Cleaning

30

4 Kohinoor Maintenance Services

ForkLift Maintenance 19

5 PG Parbate, Pune 8001 Canteen service - 35 6 AKAL Security India

Private Limited Security Services 34

7 En Vision, Pune Sewage Treatment Plant Maintenance

- 03

12. The Income Tax department has allotted the Company Permanent Account Number AAACJ2116M

under the Income Tax Act, 1961. 13. Certificate dated February 14, 1997 bearing Registration No. 6893/97(33/9790/66) issued under section

1(3) of the Employees’ State Insurance Act, 1948 for its factory at MIDC, Bhosari, Pune. 14. “Revised - Provisional No Objection Certificate” dated February 27, 2010 bearing no.

MIDC/FIRE/NOC/376 issued by Divisional Fire Officer, MIDC for the expansion /construction of Plant Building at Plot No. G - 71/2, MIDC, Bhosari, Pune. The validity of the certificate is 1 year. The Company has applied for extension of the validity of the certificate for a further period. The Company has applied for Final NOC based on the Provisional NOC on February 16, 2011.

15. Certificate of Service Tax Registration dated November 30, 2004, bearing no. STC/BAS/619/PI-04

issued under section 69 of the Finance Act, 1994 for the services provided from /availed by the factory at MIDC, Bhosari, Pune in respect of:

(a) Business Auxiliary Service (b) Goods Transport Agency

16. Certificate of Service Tax Registration dated November 29, 2004, bearing no. STC/BAS/606/PI-04

issued under section 69 of the Finance Act, 1994 for the factory at Chakan, Pune in respect of:

(a) Business Auxiliary Service (b) Goods Transport Agency

17. Certificate of Registration dated August 20, 2003 bearing. No. AAACJ2116MXM003 issued under Rule 9 of the Central Excise Rules, 2002 in respect of manufacturing of excisable goods in the Factory

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at Chakan, Pune. 18. Central Excise Registration dated August 20, 2003 bearing no. AAACJ2116MXM004 issued under

Rule 9 of the Central Excise Rules, 2002 in respect of manufacturing of excisable goods in the Factory at MIDC, Bhosari, Pune.

19. Certificate of Registration dated September 12, 1996 bearing no. 410501/S/330 issued under section

22/22A of the Bombay Sales Tax Act, 1959 for the factory at Chakan, Pune. 20. Certificate dated January 24, 1996 bearing No Octroi/7A/111/936 issued under the Rule 28 of Taxation

Rules, Chapter VIII of Scheduled Rules of Bombay Provincial Municipal Corporations Act, 1949 registering the Company under No.9903, whereby the Company has been allowed to avail the facility of Octroi Current Account with Pimpri Chinchwad Municipal Corporation bearing account no. 1104.

21. Tax Deduction Account no. PNEA04701E for the factory at MIDC, Bhosari, Pune and at Chakan, Pune. 22. Certificate of Registration dated March 16, 1996 bearing no. 411026 C- 330 issued under Rule 5(1) of

the Central Sales Tax (Registration and Turnover) Rules, 1957 registering the Company as a dealer under section 7(1)/7(2) of the Central Sales Tax Act, 1956 for the Factory at MIDC, Bhosari.

23. Certificate of Registration dated April 1, 2006 bearing no. 262786 and TIN No. 27980410010 C issued

under rule 5(1) of the Central Sales Tax (Registration and Turnover) Rules, 1957 whereby the Company has been registered as a dealer under section 7(1)/7(2) of the Central Sales Tax Act, 1956 for the Company, with principal place of business at MIDC, Bhosari, Pune 411026 and additional place of business at Juna Chakan, Medankarwadi, Pune 410501 and S. No. 173, Village Kharkharia, Tal. Savali, Vadodara, Halol.

24. Certificate of Registration dated April 1, 2006 bearing No. MH 01 V 388768 issued by Sales Tax

Registration Officer allotting the Company TIN No. 27980410010V for the principal place of business at MIDC, Bhosari, Pune 411026 and additional place of business at Juna Chakan Medankarwadi, Pune 410501 under section 16 read with Rule 9 of the Maharashtra Value Added Tax Act, 2002.

25. A letter dated April 25, 2006 bearing no. SE/GKUC/T/HT-784/F.No.223/02881 issued by the

Maharashtra State Electricity Distribution Co. Ltd, Pune granting permission for additional load in Contract Demand of 300 KVA in Connection Load of 825 KWA for the factory at MIDC, Bhosari, Pune.

26. Certificate of Registration bearing no. DT/R/2/2/7/8395 has been issued to the Company under the

Maharashtra State Tax on Professions, Trades, Calling and Employment Act, 1975 where under it has been registered as an employer.

27. Certificate of Structural Stability dated November 5, 2008 has been issued to the Company by Renuka

Enterprises, Chartered Engineers for the Chakan Plant. The Certificate is valid for 5 years. 28. Certificate of Stability dated February 5, 2010 issued under Rule 3-A of Factories Act, by Snehal

Kothari, Chartered Engineer to the effect that on examination of various parts, including foundation with special reference to the machinery, plant, etc. all the works of engineering construction in the premises at MIDC Bhosari is / are found structurally sound.

29. Certificate of Registration bearing establishment code 21CJ77665 has been issued by Welfare

Commissioner under the Maharashtra Labour Welfare Fund to the Company for the factory at Chakan, Pune.

30. The Company has been allotted Establishment Code bearing No. MH/31701 under the Employment

Provident Fund Organization.

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31. An Application dated February 16, 2008 under the SMPV (U) Rules, 2002 was made to the Joint Chief Controller of Explosives, Mumbai for the Renewal of License no. S/HO/MH/03/811(S5339) of the Company for the factory at Chakan for storage of Liquefied Carbon Dioxide in Vessel. An Application dated November 24, 2008 under the SMPV (U) Rules, 2002 has been made to the Joint Chief Controller of Explosives, Mumbai for cancellation of the License as the Company has decommissioned the storage vessel due to commercial reasons.

32. Letter dated May 2, 2006 issued by Chief Engineer (Electrical) informing the Registration of

Generating Set for the factory at MIDC, Bhosari, Pune under Rule 4(i) of the Bombay Electricity Duty Rules, 1962.

Sr. No.

Make Installed Capacity

Thermal/ Diesel

Purpose for which set installed

Registration No.

Date of Commencement

1 KOEL 320 KVA Diesel Industrial E/PN/706(i) 17.04.2006 2 KOEL 62.5 KVA Diesel Industrial E/PN/706 (ii) 17.04.2006

33. Certificate of Importer – Exporter Code dated November 13, 2007 bearing no. 31010088484 issued for

different location:

Branch Code 1: – GAT No. 427, Juna Chakan , Medankarwadi, Chakan, Pune. Branch Code 2:- SNO. 173, Vil. Khakharia, Tal. Savli, Vadodara, Halol, Gujarat. Branch Code 3:- G-71/2 MIDC, Bhosari, Pune Branch Code 4:- Plot no. 71, Sector 11 Pantnagar, Uttarakhand

34. Mr. Manoj Pardeshi, Competent Person for M/s Reliable Techno Venture by his report of examination

of pressure plant/vessel in the Form 13 prescribed under the Factories Act, 1948 has certified that pressure plant/vessel in the plant located at Chakan was thoroughly checked and were found satisfactory. The test was conducted on May 2, 2011 and the next test is due in November 1, 2011.

35. Mr. Manoj Pardeshi, Competent Person for M/s Reliable Techno Venture by his report of examination

of lifting machines, rope and lifting tackles in Form 12 prescribed under the Factories Act, 1948 has certified that lifting machines, ropes and lifting tackles in the plant located at Chakan were thoroughly tested and were found satisfactory. The test was conducted on May 6, 2011 and the next due date for the test is in May 5, 2012.

36. Mr. A B Kharatmal, Competent Person for Excellent Safety Services by his report of examination of

pressure plant/vessel in Form 13 prescribed under the Factories Act, 1948 has certified that pressure plant/vessel in the plant located at Bhosari was thoroughly checked and were found satisfactory. The test was conducted on December 04, 2010 and the next test is due on June 03, 2011.

37. Mr. A. B. Kharatmal, Competent Person for Excellent Safety Services by his report of examination of

lifting machines, ropes and lifting tackles in Form 12 prescribed under the Factories Act, 1948 has certified that lifting machines, ropes and lifting tackles in the plant located at Bhosari were thoroughly tested and were found satisfactory. The test was conducted on December 05, 2010 and the next test is due on December 04, 2011.

38. Certificate of Registration dated December 15, 2009 issued for weigh bridge under Rule 16(3) of the

Standards of Weights and Measures (Enforcement) Act, 1985 for the plant at Bhosari, Pune. The next date for the inspection under this rule is on December 09, 2011.

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OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue Pursuant to the resolution passed under Section 81(1) of the Companies Act, 1956, by the Board of Directors of the Company at its meeting held on October 23, 2009, it has been decided to make the Rights Issue to the Equity Shareholders of the Company with a right to renounce. Further in the meeting of the Board of Directors held on January 22, 2010, our Board of Directors has authorized the “Rights Issue Committee” to take all necessary steps required for the Rights Issue. Prohibition by SEBI Neither our Company, nor its Directors or the Promoter, or the Group Companies, or companies with which our Company’s Directors are associated with as directors or promoters, have been prohibited from accessing or operating in the capital markets under any order or direction passed by SEBI. Further, none of the directors or person(s) in control of the Promoter (as applicable) has been prohibited from accessing the capital market under any order or direction passed by SEBI. Further, neither the Company, nor its Promoter, Group Companies or associate companies have been declared as willful defaulters by RBI or any other governmental authority and there has been no violation of any securities law committed by any of them in past and no such proceedings are pending against them. Eligibility for the Issue Our Company is an existing company listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company is eligible to make this Rights Issue in terms of Chapter IV of the SEBI (ICDR) Regulations. Our Company has complied with the provisions of Regulation 4 of the SEBI (ICDR) Regulations in connection with the general eligibility requirements for the Issue and confirms that - 1. Neither our Company, nor our Promoters, our Promoter Group, Directors or person(s) in control of our

Company are debarred from accessing the capital markets under any order or direction passed by SEBI; 2. None of our Promoters, Directors or persons in control of our Company was or also is a promoter, director

or person in control of any other company which is debarred from accessing the capital markets under any order or direction passed by SEBI;

3. Our Company is not declared as willful defaulters by the RBI or is not in default of any payment of interest

or repayment of principal amount in respect of any debt instruments issued by it to the public; 4. Our Company is an existing company registered under the Companies Act, whose Equity Shares are listed

on the Stock Exchanges, namely BSE and NSE and we have received in-principle approvals for listing of the Equity Shares to be issued pursuant to this Rights Issue from the BSE and the NSE by letters dated June 1, 2010 and June 2, 2010, respectively, and have chosen the BSE to be the Designated Stock Exchange for the purposes of this Rights Issue. We shall make applications to the BSE and the NSE for permission to trade Equity Shares being offered in terms of this Draft Letter of Offer.

5. All existing partly paid up Equity Shares of our Company have either been fully paid up or forfeited and as

on the date of this Draft Letter of Offer, there are no outstanding partly paid up Equity Shares of our Company;

6. The requirement of funds is proposed to be entirely financed by the Net Proceeds of the Rights Issue and our

Company’s internal accruals / other sources as mentioned in the section titled “Objects of the Issue” beginning on page no. 21 of this Letter of Offer. Thus, provisions of Regulation 4 (g) of the SEBI (ICDR)

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Regulations for firm arrangements of finance through verifiable means towards 75% of the stated means of finance, excluding the amount to be raised through the proposed Issue and internal accruals/ other sources, does not apply to our Company as our Company do not proposes to avail any borrowed funds for part financing the Object of the Issue.

Our Company has received ‘in-principle’ approval from Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the Equity Shares offered through the Letter of Offer are proposed to be listed vide their letters dated June 1, 2010 and June 2, 2010 respectively. DISCLAIMER CLAUSE AS REQUIRED, A COPY OF THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT LETTER OF OFFER TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT LETTER OF OFFER. THE LEAD MANAGER, PL CAPITAL MARKETS PRIVATE LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER DOCUMENT, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MANAGER, PL CAPITAL MARKETS PRIVATE LIMITED HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED APRIL 14, 2010 WHICH READS AS FOLLOWS: “(1) WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH THE FINALIZATION OF THE DRAFT LETTER OF OFFER PERTAINING TO THE SAID ISSUE; (2) ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY THE ISSUER, WE CONFIRM THAT:

(a) THE DRAFT LETTER OF OFFER FILED WITH THE BOARD IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE; (b) ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE BOARD, THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND (c) THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE

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OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 AND OTHER APPLICABLE LEGAL REQUIREMENTS.

(3) WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT LETTER OF OFFER ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH REGISTRATION IS VALID. (4) WE SHALL SATISFY OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS. (5) WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT OFFER DOCUMENT WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT OFFER DOCUMENT: NOT APPLICABLE IN RIGHTS ISSUE (6) WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, WHICH RELATES TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE SAID REGULATION HAVE BEEN MADE IN THE DRAFT OFFER DOCUMENTS: NOT APPLICABLE IN RIGHTS ISSUE (7) WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND (D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE BOARD. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE: NOT APPLICABLE IN RIGHTS ISSUE (8) WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION. (9) WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 73 OF THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE LETTER OF OFFER. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION. (10) WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT LETTER OF OFFER THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR PHYSICAL MODE.

190

(11) WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION. (12) WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT LETTER OF OFFER:

(a) AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER AND (b) AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

(13) WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE MAKING THE ISSUE. (14) WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR THE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS, PROMOTERS EXPERIENCE ETC. (15) WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE LETTER OF OFFER WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.”

CAUTION / DISCLAIMER CLAUSE OF THE ISSUER AND THE LEAD MANAGER Our Company and the Lead Manager accept no responsibility for statements made otherwise than in the Letter of Offer or in the advertisements or any other material issued by or at the instance of the Company and that anyone placing reliance on any other source of information would be doing so at their own risk. All information shall be made available by the Lead Manager and the Issuer to the shareholders and no selective or additional information would be made available for a section of the shareholders or investors in any manner whatsoever including at presentations, research or sales reports etc after filing the Draft Letter of Offer with SEBI. In addition, the Lead Manager and the Company are also obliged to update the Offer Document and keep the public informed of any material changes till the listing and trading commencement of the Equity Shares offered through this Issue. DISCLAIMER WITH RESPECT TO JURISDICTION The Letter of Offer has been prepared under the provisions of Indian Law and the applicable rules and regulations there under. The distribution of the Letter of Offer and the offering of the securities on a rights basis to persons in certain jurisdictions outside India may be restricted by the legal requirements prevailing in those jurisdictions. Persons into whose possession the Letter of Offer may come are required to inform themselves about and observe such restrictions. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate Court(s) in Pune, India only.

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Selling Restrictions The distribution of this Letter of Offer and the Issue of Equity Shares on a rights basis to persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer may come are required to inform themselves about and observe such restrictions. The Company is making this Issue of Equity Shares on a rights basis to the shareholders of the Company and will dispatch the Letter of Offer and CAF to shareholders who have provided an Indian address. No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for that purpose, except that the Draft Letter of Offer has been filed with SEBI for observations. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and this Letter of Offer may not be distributed in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of this Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and, in those circumstances, this Letter of Offer must be treated as sent for information only and should not be copied or redistributed. Accordingly, persons receiving a copy of this Letter of Offer should not, in connection with the issue of the Equity Shares or the rights entitlements, distribute or send the same in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations. If this Letter of Offer is received by any person in any such territory, or by their agent or nominee, they must not seek to subscribe to the Equity Shares or the rights entitlements referred to in this Letter of Offer. Neither the delivery of this Letter of Offer nor any sale hereunder, shall under any circumstances create any implication that there has been no change in the Company’s affairs from the date hereof or that the information contained herein is correct as of any time subsequent to this date. The Draft Letter of Offer is filed with SEBI, Plot No.C4-A, 'G' Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051, for its observations. After SEBI’s observations, the Letter of Offer is filed with the Designated Stock Exchange as per the provisions of the Act. United States Restrictions NEITHER THE RIGHTS ENTITLEMENTS NOR THE EQUITY SHARES THAT MAY BE PURCHASED PURSUANT THERETO HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OF AMERICA OR THE TERRITORIES OR POSSESSIONS THEREOF (THE “UNITED STATES” OR THE “U.S.”) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, “US PERSONS” (AS DEFINED IN REGULATIONS UNDER THE SECURITIES ACT (“REGULATION S”)), EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE RIGHTS REFERRED TO IN THIS LETTER OF OFFER ARE BEING OFFERED IN INDIA, BUT NOT IN THE UNITED STATES. THE OFFERING TO WHICH THIS LETTER OF OFFER RELATES IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUED AS, AN OFFERING OF ANY SHARES OR RIGHTS FOR SALE IN THE UNITED STATES OR AS A SOLICITATION THEREIN OF AN OFFER TO BUY ANY OF THE SAID SHARES OR RIGHTS. ACCORDINGLY, THIS LETTER OF OFFER SHOULD NOT BE FORWARDED TO OR TRANSMITTED IN OR INTO THE UNITED STATES AT ANY TIME, EXCEPT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE COMPANY NOR ANY PERSON ACTING ON BEHALF OF THE COMPANY WILL ACCEPT SUBSCRIPTIONS FROM ANY PERSON OR THE AGENT OF ANY PERSON, WHO APPEARS TO BE, OR WHO THE COMPANY OR ANY PERSON ACTING ON BEHALF OF THE COMPANY HAS REASON TO BELIEVE IS, A RESIDENT OF THE UNITED STATES AND TO WHOM AN OFFER, IF MADE, WOULD RESULT IN REQUIRING REGISTRATION OF THIS LETTER OF OFFER WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE COMPANY IS INFORMED THAT THERE IS NO OBJECTION TO A UNITED STATES SHAREHOLDER SELLING ITS RIGHTS IN INDIA. RIGHTS MAY NOT BE TRANSFERRED OR SOLD TO ANY U.S. PERSON. Designated Stock Exchange The Designated Stock Exchange for the purposes of this Issue will be the Bombay Stock Exchange Limited.

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Disclaimer Clause of the BSE As required, a copy of the Draft Letter of Offer has been submitted to BSE. The Disclaimer Clause as intimated by BSE to us, post scrutiny of the Draft Letter of Offer, is included in the Letter of Offer prior to filing with the Stock Exchanges, as under - Bombay Stock Exchange Limited (“the Exchange”) has given vide its letter dated June 1, 2010, permission to this Company to use the Exchange’s name in this Letter of Offer as one of the stock exchanges on which this Company’s securities are proposed to be listed. The Exchange has scrutinized this letter of offer for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not in any manner:

i. warrant, certify or endorse the correctness or completeness of any of the contents of this letter of offer; or

ii. warrant that this Company’s securities will be listed or will continue to be listed on the Exchange;

or

iii. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of this Company;

and it should not for any reason be deemed or construed that this letter of offer has been cleared or approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of 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. Disclaimer Clause of the NSE As required, a copy of the Draft Letter of Offer has been submitted to NSE. The Disclaimer Clause as intimated by NSE to us, post scrutiny of the Draft Letter of Offer, is included in the Letter of Offer prior to filing with the Stock Exchanges, as under - As required, a copy of this letter of offer has been submitted to National Stock Exchange of India Limited (hereinafter referred to as NSE). NSE has given vide its letter Ref. No. NSE/LIST/139195-5 dated June 02, 2010 permission to the Issuer to use the Exchange’s name in this letter of offer as one of the stock exchanges on which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this letter of offer for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that the letter of offer has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this letter of offer; nor does it warrant that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Filing of Draft Letter of Offer As required, a copy of the Draft Letter of Offer has been filed with SEBI, SEBI Bhavan, Plot No. C-4A, G

193

Block, Bandra Kurla Complex, Bandra (East), Mumbai– 400 051 for its observation. The Draft Letter of Offer has also filed with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited at Mumbai for their observations. All the legal requirements applicable till the date of filing the Letter of Offer with the Stock Exchanges have been complied with. Listing The existing equity shares of the Company are listed on Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Our Company has received ‘in-principle’ approval from Bombay Stock Exchange Limited and The National Stock Exchange of India Limited for listing of Equity Shares arising from this Issue vide their letters dated June 1, 2010 and June 2, 2010 respectively. Our Company will make applications to the stock exchanges for permission to deal in and for an official quotation in respect of the Equity Shares arising from this Issue. If the permission to deal in and for an official quotation of the Equity Shares is not granted by the stock exchanges mentioned above, within 15 days of the Issue Closing Date, our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Letter of Offer. If such money is not repaid within eight days after our Company becomes liable to repay it (i.e. 15 days after closure of the Issue), then our Company and every director of our Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to repay the money, with interest as prescribed under subsections (2) and (2A) of section 73 of the Act. Consents Consents in writing of the Auditors, Lead Manager, Legal Advisors, Registrar to the Issue, Banker to the Issue and Bankers to the Company to act in their respective capacities and disclosed their name in Draft Letter of Offer and Letter of Offer have been obtained and filed with the Stock Exchanges, alongwith a copy of the Draft Letter of Offer and such consents have not been withdrawn up to the time of delivery of the Letter of Offer for registration with the Stock Exchanges. M/s Price Waterhouse, Chartered Accountants, the Auditors of our Company have given their written consent for the inclusion of their Report in the form and content as appearing in the Letter of Offer and such consents and reports have not been withdrawn up to the time of delivery of the Letter of Offer for registration with the stock exchange. M/s Price Waterhouse, Chartered Accountants, Auditors have given their written consent for inclusion of Income Tax Benefits certificate in the form and content as appearing in the Letter of Offer, accruing to our Company and its members. To the best of our Company’s knowledge there are no other consents required for making this Issue. However, should the need arise, necessary consents shall be obtained by our Company. Expert Opinion, if any No expert opinion has been obtained by our Company. Expenses of the Issue The expenses of the Issue payable by our Company including fees and reimbursement to the Lead Manager, Registrar, printing and distribution expenses, publicity, listing fees, stamp duty and other expenses are estimated at around 3.02 % of the gross proceeds of the Rights Issue and will be met out of the proceeds of the Issue.

Sr. No.

Particulars Expenses (Rs. in Mn.)*

% of Issue Expenses

% of Issue Size

1 Fees of the Lead Manager 2.50 28.12% 0.85%2 Fees to Registrar to the Issue 0.10 1.12% 0.03%

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Sr. No.

Particulars Expenses (Rs. in Mn.)*

% of Issue Expenses

% of Issue Size

3 Fees to the Legal Advisors 0.70 7.87% 0.24%4 Fees to Underwriter 2.21 24.86% 0.75%5 Fees to Auditors' for Restated Accounts

and other certifications 2.20 24.75% 0.75%

6 Commission to SCSBs for ASBA Applications

Nil Nil Nil

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

1.18 13.27% 0.40%

Total Estimated Issue Expenses 8.89 100.00% 3.02% * The above mentioned expenses are exclusive of Service Tax, if any. Fees Payable to the Lead Manager to the Issue The fees payable to the Lead Manager to the Issue will be as stated in the Memorandum of Understanding entered into by our Company with PL Capital Markets Private Limited, a copy of which is available for inspection at the Registered Office of our Company and reimbursement of their out of pocket expenses. Fees Payable to the Registrar to the Issue The fee payable to the Registrar to the Issue is as set out in the relevant documents, copies of which are kept open for inspection at the Registered Office of our Company and reimbursement of their out of pocket expenses. Underwriting commission, brokerage and selling commission Our Company has entered into an underwriting agreement dated May 25, 2011 (the “Underwriting Agreement”) with PL Capital Markets Private Limited (the “Underwriter”) for underwriting the Equity Shares offered through this Issue for a maximum amount up to Rs. 73.66 Million. In terms of the Underwriting Agreement, the Underwriters shall, except to the extent of the subscription by the Promoter - TACO to its entitlement Equity Shares in full (“Promoter Subscription”) and any subscription received from the Company’s public shareholders other than Promoter Subscription, be responsible for bringing in a shortfall, if any, at a price of Rs. 52 per Equity Share. The following are the main terms of the above referred Underwriting Agreement -

The Company has agreed that the Underwriter shall only be required to perform its respective obligations pursuant to the Underwriting Agreement if the complete subscription by the Promoter of its entitlement i.e. 75% of the Issue, is brought atleast one day prior to the Issue Closing Date.

The Underwriter shall be free to procure itself or procure purchasers for, the shares devolved upon it, in

accordance with the provisions of applicable laws, to discharge their underwriting obligations.

The Registrar / Company shall, within three (3) business days of the Issue Closing Date, provide written notice (the "Devolvement Notice") to Underwriter of the shares devolved upon it. The Company shall make available to the Underwriter, the manner of computation of the shares devolved.

Underwriter shall, within 5 business days from the receipt of the Devolvement Notice, procure

subscriptions for such unsubscribed shares of public portion at Issue Price. Other Expenses of the Issue Please refer to the paragraph “Issue Expenses” under “Objects of the Issue” beginning on page no. 22 of this Letter of Offer.

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Details of Public/Rights Issues made during the last three years by companies under the same Management within the meaning of section 370(1 B) of the Act Nil Promise vs. Performance The details of the previous issues of securities made by the Company are as follows: (i) Initial Public Offer by the Company The Company made an Initial Public Offer of its equity shares during the Fiscal 1994. The Company issued 2,534,800 equity shares of Rs. 10 each at par. The Issue being the fresh issue of 2,534,800 equity shares by the Company through a prospectus dated February 3, 1994. The proceeds of the issue were applied for the objects of the issue as disclosed in the Prospectus for the issue, i.e. the Company is setting up manufacturing facility at Faridabad, Haryana for the manufacture of sheet metal components with an installed capacity of 3500 tpa at plot no. 133, Sector 24, Faridabad (Haryana). There were no deviations from the objects on which the issue proceeds were utilized. Projections vs. Actual (In comparison to prospectus issued at the time of public issue in February, 1994). (Rs. in Mn) Projections for FY 1996 Actual for FY 1996 Total Income 115.90 242.32 Profit After Tax 10.30 35.05 Earnings per Share (EPS) (Rs. per share) 3.23 10.95 (ii) Rights issue of Fully Convertible Debentures The Company offered for subscription on a rights basis 15% 25,60,000 fully convertible debentures of Rs 75 each for cash aggregating to Rs 19,20,00,000. The issue opened on July 22, 1996 and closed on August 20, 1996. The object of the issue was to part finance the cost of the Company’s expansion of manufacture of Sheet Metal Components from 3,500 tpa to 25,000 tpa by setting up new units at Pune and Halol and expansion of the existing unit at Faridabad. Certain additional machines were also proposed to be installed at the tool room at its existing location at Faridabad. The amount raised from the Issue of fully convertible debentures by the Company was deployed for the aforesaid objects of the issue. Projections vs. Actual The comparison of actual with the projections as made in the Letter of Offer for the rights issue of 2,560,000 fully convertible debentures by the Company in July, 1996 is given below:

(Rs. in Mn) 1996-97 1997-98 1998-99 Particulars Projections Actual Projections Actual Projections Actual Total Income 509.90 493.36 931.20 419.10 1,021.40 649.80Profit After Tax 45.90 50.07 62.90 12.10 91.40 (47.19)Earnings per Share (EPS) (Rs. per share)

7.97 8.69 7.56 14.54 10.99 (5.67)

Listed Ventures of Promoter

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Nil Outstanding Debentures, Bonds and Preference Shares Except as disclosed in “Capital Structure” on page no. 14 of this Letter of Offer, our Company does not have any outstanding Debentures, Bonds or Preference shares. Stock Market Data for Equity Shares of our Company Our Company is an existing company listed on Bombay Stock Exchange Limited and The National Stock Exchange of India Limited. The high and low closing prices recorded on the BSE for the preceding three years and the number of Equity Shares traded on the days the high and low prices were recorded is stated below: Calendar

Year High (Rs.)

Date of High

Volume on date of high (no. of shares)

Low (Rs.) Date of Low

Volume on date of low (no.

of shares)

Average price for the year

(Rs.) 2010 150.30 23/08/2010 3,18,346 56.00 15/02/2010 6,85,476 95.12 2009 72.50 31/12/2009 10038 18.65 03/03/2009 122 47.18 2008 120.00 16/01/2008 36265 21.15 10/12/2008 50 78.40

(Source: BSE website)

The high and low prices and volume of Equity Shares traded on the respective dates, on BSE, during the last six months is as follows:

Month, Year

High (Rs.)

Date of High Volume on date of high (no. of shares)

Low (Rs.)

Date of Low Volume on date of low (no. of shares)

Average price for

the month (Rs.)

April 2011

94.80 27/04/2011 7,304 70.60 01/04/2011 1,769 85.69

March 2011

73.75 30/03/2011 4,937 65.35 01/03/2011 725 69.44

February 2011

79.65 04/02/2011 944 61.05 15/02/2011 11,288 72.39

January 2011

99.00 03/01/2011 42,552 76.10 31/01/2011 3,187 88.42

December 2010

111.00 03/12/2010 1,24,497 88.00 28/12/2010 39,589 95.75

November 2010

117.90 11/11/2010 56,076 81.20 30/11/2010 4,839 103.78

(Source: BSE website) Note: In the event the high and low price of equity shares are the same on more than one day, the day on which there has been higher volume of trading has been considered for the purposes of this section The closing price of the shares on BSE on October 23, 2009, the day after the Board of Directors approved the Rights Issue was Rs. 55.65 The high and low closing prices recorded on the NSE for the preceding three years and the number of Equity Shares traded on the days the high and low prices were recorded is stated below:

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Calendar

Year High (Rs.)

Date of High

Volume on date of

high (no. of shares)

Low (Rs.)

Date of Low

Volume on date of low (no. of

shares)

Average price for the

year (Rs.)

2010 151.10 23/08/2010 4,66,653 60.00 25/01/2010 19,679 102.74 2009 73.00 30/12/2009 66,840 18.05 09/03/2009 33 56.79 2008 119.90 16/01/2008 27,334 20.15 04/12/2008 36 83.84

(Source: NSE website)

The high and low prices and volume of Equity Shares traded on the respective dates, on NSE, during the last six months is as follows:

Month, Year High (Rs.)

Date of High Volume on date of high (no. of shares)

Low (Rs.)

Date of Low

Volume on date of low (no. of shares)

Average price for

the month (Rs.)

April 2011 94.80 27/04/2011 13,851 71.70 01/04/2011 5,015 86.80 March 2011 74.50 03/03/2011 5,029 62.00 08/03/2011 5,957 69.35 February 2011 79.00 03/02/2011 3,123 63.15 25/02/2011 5,289 70.73 January 2011 98.50 04/01/2011 13,141 70.05 31/01/2011 19,755 87.88 December 2010 112.00 03/12/2010 262,704 81.95 01/12/2010 4,389 98.33 November 2010 117.90 11/11/2010 109,181 80.00 30/11/2010 4,506 108.00 (Source: NSE website) Note: In the event the high and low price of equity shares are the same on more than one day, the day on which there has been higher volume of trading has been considered for the purposes of this section. The closing price of the shares on NSE on October 23, 2009, the day after the Board of Directors approved the Rights Issue was Rs. 55.90. Mechanism Involved For Redressal of Investor Grievances Correspondence received from the shareholders is received either at the registered office of the Company or at the office of the Registrars & Share Transfer Agent. The correspondence received at the registered office of the Company is promptly replied if it pertains to requests like furnishing of financial results/ annual report, reply to queries on Financials, etc. The correspondence related to matters handled by Registrar & Transfer Agent is sent to them for the necessary action. The Company has dedicated an E-mail ID exclusively for handling of investors’ / shareholders’ correspondence, grievances and complaints. E-mails on this E-mail ID are checked on a daily basis and appropriate action is taken immediately. The Shareholders Grievance and Compliance Committee is constituted by the Board of Directors. Mr. Ramesh A. Savoor is the Chairman of the committee and Mr. Rameshwar S. Thakur is the other member of the Committee. The Terms of Reference for the Committee include inter alia looking into the redressing of Shareholders’ and investors’ complaints like non-receipt of Balance Sheet, non-receipt of declared Dividends, non-receipt of share certificates upon transfer of shares, Demat Credit etc. The Committee is empowered to operate in terms of the provisions of the Listing Agreement and / or the provisions as prescribed under the Companies Act, 1956 and other related Regulations.

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The average time taken for processing share transfer requests including despatch of share certificates is 25 days, while it takes a minimum of 7 days for processing dematerialization requests. The Registrars and our Company regularly monitor and supervise the functioning of the system so as to ensure that there are no delays or lapses in the system. The average time taken by the Registrars for attending the routine correspondence/grievances is about 7 days from the date of receipt. In case of non-routine grievances where verifications by the other agency are involved, it is the endeavour of the Registrars to attend to them as expeditiously as possible. Our Company undertakes to resolve its investors’ grievances in a time bound manner. Our Company’s investors’ grievances arising out of this Issue will be handled by the Registrar to the Issue, Link Intime India Pvt. Ltd. situated at C-13, Pannalal Silk Mills Compound, LBS Road, Bhandup (West), Mumbai 400 078. All grievances relating to the Issue may be addressed to the Registrars to the Issue giving full details such as Folio No., name and address of the first applicant, number of Equity Shares applied for, application form serial number, amount paid on application and the Bank Branch Form serial number where the application was deposited, along with a photo copy of the acknowledgement slip. In case of renunciation, the same details of the renouncee should be furnished. Our Company has also appointed Mr. Shailendra Dindore, its Company Secretary as Compliance Officer who can be contacted in case of any pre-Issue/ post-Issue related problems. To the best of our knowledge, the name of our Company has not appeared in the Press Release issued by SEBI relating to maximum number of investor complaints received during the last three months. Mechanism Involved For Redressal of Investor Grievances of Group Companies All our Group Companies are closely held unlisted companies and therefore no formal mechanism for redressal of investor grievances is required. Changes in the Auditors during the last three years There has been no change in Statutory Auditors of our Company during the last three years. Changes in Accounting Policies in the last 3 years Please refer titled “Notes and Changes in Significant Accounting Policies” under Auditors Report starting from page no. 110 of this Letter of Offer for changes in the accounting policies in the last 3 years of our Company. Capitalization of reserves or profits Our Company has not capitalized any of its reserves or profits for the last five years. Revaluation of assets, if any Our Company has not revalued its assets in the last five years preceding the date of the Letter of Offer. Important

1. This Issue is pursuant to the resolution passed by the Board of Directors at its meetings held on October 23, 2009.

2. This Issue is applicable to those Equity Shareholders whose names appear as beneficial owners as per the

list to be furnished by the depositories in respect of the Equity Shares held in the electronic form and on the Register of Members of the Company at the close of business hours on the Record Date i.e. June 10, 2011 after giving effect to the valid share transfers lodged with the Company upto the Record Date i.e. June 10, 2011.

3. Your attention is drawn to “Risk Factors” appearing on page no. xi of this Letter of Offer.

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4. Please ensure that you have received the Composite Application Form (“CAF”) with the Letter of Offer. 5. Please read the Letter of Offer and the instructions contained therein and in the CAF carefully before filling

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

6. All enquiries in connection with the Letter of Offer or CAF should be addressed to the Registrar to the Issue,

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

7. All information shall be made available to the Investors by the Lead Manager and the Issuer, and no

selective or additional information would be available by them for any section of the Investors in any manner whatsoever including at road shows, presentations, in research or sales reports, etc.

8. The Lead Manager and the Company shall update the Letter of Offer and keep the public informed of any

material changes till the listing and trading commences.

9. Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011, all applicants who are QIBs or are applying in this Issue for Equity Shares for an amount exceeding Rs. 2,00,000 shall mandatorily make use of ASBA facility.

Issue Programme The subscription list will open at the commencement of banking hours and will close at the closure of banking hours on the date mentioned below or such extended date (subject to maximum of 30 days) as may be determined by the Board of Directors of our Company. Issue Opens on: Monday, June 20, 2011 Issue Closes on: Friday, July 8, 2011 Last date for receiving request for split forms: Wednesday, June 29, 2011

Allotment Letters / Refund Orders The Company will issue and dispatch letters of allotment/ share certificates/ demat credit and/or letters of regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within a period of 15 days from the date of closure of the Issue. If such money is not repaid within eight days from the day the Company becomes liable to pay it, the Company shall pay that money with interest as stipulated under section 73 of the Companies Act. The Board of Directors declares that funds against this Issue will be transferred to a separate bank account other than the bank account referred to in sub-section (3) of section 73 of the Act. Applicants residing at centres where clearing houses are managed by the Reserve Bank of India (RBI) will get refunds through NECS only (National Electronic Clearing Service) except where Applicants are otherwise disclosed as applicable/eligible to get refunds through direct credit, NEFT and RTGS. In case of those Applicants who have opted to receive their Rights Entitlement in dematerialized form using electronic credit under the depository system, an advice regarding their credit of the Equity Shares shall be given separately. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode of credit of refund within 15 working days of closure of the Issue. In case of those Applicants who have opted to receive their Rights Entitlement in physical form and the Company issues Letter of Allotment, the corresponding share certificates will be kept ready within three months from the date of allotment thereof or such extended time as may be approved by the Companies Law Board

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under section 113 of the Companies Act or other applicable provisions, if any. Allottees are requested to preserve such letters of allotment, which would be exchanged later for the share certificates. All allotment advise/letter of allotment or refund order would be sent by registered post/speed post to the sole/first Applicant's registered address. Such refund orders would be payable at par at all places where the applications were originally accepted. The same would be marked ‘Account Payee only’ and would be drawn in favour of the sole/first Applicant. Adequate funds would be made available to the Registrar to the Issue for this purpose. Minimum Subscription If the Company does not receive the minimum subscription of 90% of the Issue Size including the devolvement of Underwriters, the Company shall forthwith refund the entire subscription amount received within 15 days from the date of closure of the Issue. If there is a delay beyond eight days after the date from which the Company becomes liable to pay the amount, the Company shall pay interest for the delayed period as prescribed in sub-sections (2) and (2A) of section 73 of the Companies Act, 1956.

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SECTION VII: ISSUE RELATED INFORMATION

TERMS OF THE ISSUE OFFERING INFORMATION The Equity Shares now being offered are subject to the provisions of the Companies Act, 1956 (‘Act’) and the terms and conditions of this Letter of Offer, the Composite Application Form (‘CAF’), the Memorandum and Articles of Association of the Company, the approvals from the Government of India, RBI and FIPB, if applicable, Regulations issued by SEBI, guidelines, notifications and regulations for issue of capital and for listing of securities issued by Government of India and / or other statutory authorities and bodies from time to time, Listing Agreements entered into by the Company with Stock Exchanges, terms and conditions as stipulated in the allotment advise or letter of allotment or Security Certificate and rules as may be applicable and introduced from time to time. Authority for the Issue The Issue is being made pursuant to a resolution passed at a meeting of the Board of Directors under Section 81(1) of the Act held on October 23, 2009 Basis for the Issue The Equity Shares are being offered for subscription to those existing Equity Shareholders whose names appear as beneficial owners as per the list to be furnished by the Depositories in respect of the Equity Shares held in the electronic form and on the register of members of the Company in respect of the Equity Shares held in the physical form at the close of business hours on the Record Date, i.e., Friday, June 10, 2011, fixed in consultation with the Designated Stock Exchange. Ranking of equity shares The Equity Shares allotted pursuant to this Letter of Offer shall rank pari-passu in all respects with the existing fully paid up Equity Shares of the Company including in respect of dividend, if any, declared by the Company, for the financial year, in which these Equity Shares are allotted. Mode of payment of dividend The dividend is paid to all the eligible shareholders in terms of the provisions of the Companies Act, 1956 with regard to payment of dividend. The unclaimed dividend if any are transferred to Investor Protection Fund as prescribed under the Act. Face value Each Equity Share shall have the face value of Rs. 10/-. Issue Price Each Equity Share is being offered at a price of Rs. 52 for cash including a premium of Rs. 42 per Equity Share. Where an applicant has applied for additional equity shares and is allotted lesser number of equity shares than applied for, the excess application money paid shall be refunded. The monies would be refunded within fifteen days from the closure of the Issue, and if there is a delay beyond eight days from the stipulated period, the Company will pay interest on the monies in terms of the section 73 of the Act. Principal terms and conditions of the Issue Rights of the Equity Shareholder

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Subject to applicable laws, the equity shareholders shall have the following rights:

• Right to receive dividend, if declared; • Right to attend general meetings and exercise voting powers, unless prohibited by law; • Right to vote on a poll either in person or by proxy; • Right to receive offers for rights shares and be allotted bonus shares, if announced; • Right to receive surplus on liquidation; • Right of free transferability of shares; and • Such other rights, as may be available to a shareholder of a listed public company under the

Companies Act and our Memorandum and Articles of Association. For a detailed description of the main provisions of the Company’s Articles of Association dealing with voting rights, dividends, transfer and transmission, and/or consolidating/splitting, please refer section titled “Main Provisions of Articles of Association” starting from page no. 232 of this Letter of Offer. For Equity Shareholders wishing to apply through the newly introduced ASBA process for rights issues, kindly refer section titled “Procedure for Application through the Applications Supported By Blocked Amount (“ASBA”) Process” on page no. 218 of this Letter of Offer. Forfeiture Since the issue price is payable on application, there is no requirement of forfeiture of shares. Rights entitlement ratio As your name appears as beneficial owner in respect of Equity Shares held in electronic form or appear in the register of members as an Equity Shareholder of the Company as on Friday, June 10, 2011, i.e. the Record Date, you are entitled to the number of Equity Shares set out in Part A of the enclosed CAF. The Equity Shares are being offered on rights basis to the existing Equity Shareholders of the Company in the ratio of 5 Equity Shares for every 9 Equity Shares held as on the Record Date. Fractional entitlements If the shareholding of any of the Equity Shareholders is less than 2 and not in multiples of 9, then the fractional entitlement of such holders shall be ignored. Equity Shareholders whose fractional entitlements are being ignored would be given preference for one equity share in allotment of additional Equity Share each if they apply for additional shares. However, they cannot renounce the same in favour of third parties. The CAF with nil entitlement will be non-negotiable / non-renounceable. For example, if an Equity Shareholder has a shareholding of 12 shares, then he will be entitled to 6 Equity Shares on a rights basis with the fractional entitlement of 0.66 being ignored. He will also be given a preference for allotment of 1 additional Equity Share if he has applied for the same. Those Equity Shareholders who have a holding of 1 Equity Shares will be entitled to nil Equity Share on Rights basis with the fractional entitlement of 0.55 being ignored. He will be sent a CAF with nil Entitlement and given a preference for allotment of 1 Equity Share if he has applied for the same. Terms of Payment The full amount of Rs. 52 per Equity Share is payable on application. Market lot The Equity Shares of the Company is tradable only in dematerialized form. The market lot for Equity Shares in dematerialized mode is one. In case of holding in physical form, the Company would issue to the

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allottees one certificate for the Equity Shares allotted to one folio ("Consolidated Certificate"). In respect of the Consolidated Certificate, the Company will, upon receipt of a request from the Equity Shareholder, split such Consolidated Certificate into smaller denomination within one month’s time from the request of the Equity Shareholder in accordance with the provisions of the Articles of Association. Nomination facility In terms of Section 109A of the Act, nomination facility is available in case of Equity Shares. The applicant can nominate any person who is not an excluded U.S. Person as defined in regulation S under the U.S. Securities Act of 1933, as amended, by filling the relevant details in the CAF in the space provided for this purpose. A sole Equity Shareholder or first Equity Shareholder, along with other joint Equity Shareholders being individual(s) may nominate any person(s) who, in the event of the death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the Equity Shares. A person, being a nominee, becoming entitled to the Equity Shares by reason of the death of the original Equity Shareholder(s), shall be entitled to the same advantages to which he would be entitled if he were the registered holder of the Equity Shares. Where the nominee is a minor, the Equity Shareholder(s) may also make a nomination to appoint, in the prescribed manner, any person to become entitled to the Equity Share(s), in the event of death of the said holder, during the minority of the nominee. A nomination shall stand rescinded upon the sale of the Equity Share by the person nominating. A transferee will be entitled to make a fresh nomination in the manner prescribed. When the Equity Share is held by two or more persons, the nominee shall become entitled to receive the amount only on the demise of all the holders. Fresh nominations can be made only in the prescribed form available on request at the registered office of the Company or such other person at such addresses as may be notified by the Company. The Applicant can make the nomination by filling in the relevant portion of the CAF. Only one nomination would be applicable for one folio. Hence, in case the Equity Shareholder(s) has already registered the nomination with the Company, no further nomination needs to be made for Equity Shares to be allotted in this Issue under the same folio. However, new nominations, if any, by the Equity Shareholder(s) shall operate in supersession of the previous nomination, if any. In case the allotment of Equity Shares is in dematerialized form, there is no need to make a separate nomination for the Equity Shares to be allotted in this Issue. Nominations registered with respective DP of the applicant would prevail. If the applicant requires change in the nomination, they are requested to inform their respective DP. Listing and trading of Equity Shares proposed to be issued The Company’s existing Equity Shares are currently traded on the Stock Exchanges under the ISIN: INE900C01027. The fully paid up Equity Shares proposed to be issued on a rights basis shall be listed and admitted for trading on the Stock Exchanges under the existing ISIN for fully paid Equity Shares of the Company. The listing and trading of the Equity Shares shall be based on the current regulatory framework applicable thereto. Accordingly, any change in the regulatory regime would accordingly affect the schedule. The Equity Shares allotted pursuant to this Issue will be listed as soon as practicable but in no case later than seven working days from the finalization of the basis of allotment. The Company has made an application for “in-principle” approval for listing of the Equity Shares respectively to the BSE and the NSE through letters dated April 22, 2010 and April 22, 2010 and has received such approval from the BSE pursuant to the letter no. DCS/PREF/JA/ IP-RT/208/10-11 dated June 1, 2010 and from the NSE pursuant to letter no. NSE/LIST/139195-5 dated June 2, 2010. Minimum Subscription The Company has entered into an underwriting agreement dated May 25, 2011 (the “Underwriting Agreement”) with PL Capital Markets Private Limited (the “Underwriter”) for underwriting the Equity Shares offered through this Issue for a maximum amount up to Rs. 73.66 Million. In terms of the Underwriting Agreement, the

204

Underwriters shall, except to the extent of the subscription by the Promoter, TACO to its entitlement of Equity shares in full (“Promoter Subscription”) and any subscription received from the Company’s public shareholders other than Promoter Subscription, be responsible for bringing in a shortfall, if any, at a price of Rs. 52 per Equity Share. If the Company does not receive minimum subscription of 90% of the Issue through Issue including devolvement of Underwriters within 60 days from the date of closure of the Issue, the Company shall forthwith refund the entire subscription amount received. If there is delay in the refund of subscription by more than 8 days after the Company becomes liable to pay the subscription amount, the Company will pay interest for the delayed period, at prescribed rates in sub-sections (2) and (2A) of Section 73 of the Act. For further details please refer to section titled “Basis of Allotment” on page no. 225 of this Letter of Offer. Arrangement for Odd Lot Equity Shares The Company has not made any arrangements for the disposal of odd lot Equity Shares arising out of this Issue. The Company will issue certificates of denomination equal to the number of Equity Shares being allotted to the Equity Shareholder. Joint-Holders Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as joint-tenants with benefits of survivorship subject to provisions contained in the Articles of Association of the Company. Notices All notices to the Equity Shareholder(s) required to be given by the Company shall be published in one English national daily with wide circulation and one Hindi national daily and one regional language daily newspaper with wide circulation at the place where registered office of the Company is situated and / or will be sent by ordinary post to the registered holders of the Equity Share from time to time. Issue of duplicate equity share certificate If any Equity Share certificate(s) is / are mutilated or defaced or the cages for recording transfers of Equity Shares are fully utilized, the Company against the surrender of such certificate(s) may replace the same, provided that the same will be replaced as aforesaid only if the certificate numbers and the distinctive numbers are legible. If any Equity Share certificate(s) is / are destroyed, stolen, lost or misplaced, then upon production of proof thereof to the satisfaction of the Company and upon furnishing such indemnity / surety and / or such other documents as the Company may deem adequate, duplicate Equity Share certificate(s) shall be issued. Restrictions on transfer and transmission of shares and on their consolidation / splitting There are no restrictions on transfer and transmission and on their consolidation / splitting of shares issued pursuant to this Issue. Option to receive Equity Shares in Dematerialized Form Applicants to the Equity Shares of the Company issued through this Issue shall be allotted the securities in dematerialized (electronic) form at the option of the applicant. The Company signed a tripartite agreement with National Securities Depository Limited (NSDL) on April 18, 2007 and with Central Depository Services (India) Limited (CDSL) on March 20, 2007 which enables the Investors to hold and trade in securities in a form, instead of holding the securities in the form of physical certificates. In this Issue, the Allottees who have opted for Equity Shares in dematerialized form will receive their Equity Shares in the form of an electronic credit to their beneficiary account with a depository participant. Investor will have to give the relevant particulars for this purpose in the appropriate place in the CAF. Applications, which do not accurately contain this information, will be given the securities in physical form. No separate applications for

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securities in physical and/or dematerialized form should be made. If such applications are made, the application for physical securities will be treated as multiple applications and is liable to be rejected. In case of partial allotment, allotment will be one in demat option for the shares sought in demat and balance, if any, may be allotted in physical shares. The Equity Shares of the Company will be listed on the BSE and the NSE. Procedure for availing the facility for Allotment of Equity Shares in this Issue in the electronic form is as under:

1. Open a beneficiary account with any depository participant (care should be taken that the beneficiary account should carry the name of the holder in the same manner as is exhibited in the records of the Company. In the case of joint holding, the beneficiary account should be opened carrying the names of the holders in the same order as with the Company). In case of investors having various folios in the Company with different joint holders, the investors will have to open separate accounts for such holdings. Those Equity Shareholders who have already opened such beneficiary account(s) need not adhere to this step.

2. For Equity Shareholders already holding Equity Shares of the Company in dematerialized form as on the

Record Date, the beneficial account number shall be printed on the CAF. For those who open accounts later or those who change their accounts and wish to receive their Equity Shares pursuant to this Issue by way of credit to such account, the necessary details of their beneficiary account should be filled in the space provided in the CAF. It may be noted that the Allotment of Equity Shares arising out of this Issue may be made in dematerialized form even if the original Equity Shares of the Company are not dematerialized. Nonetheless, it should be ensured that the depository account is in the name(s) of the Equity Shareholders and the names are in the same order as in the records of the Company.

3. Responsibility for correctness of information (including Applicant’s age and other details) filled in the

CAF vis-à-vis such information with the Applicant’s depository participant, would rest with the Applicant. Applicants should ensure that the names of the Applicants and the order in which they appear in CAF should be the same as registered with the Applicant’s depository participant.

4. Applicants must necessarily fill in the details (including the beneficiary account number or client ID

number) appearing in the CAF under the heading ‘Request for Shares in Electronic Form’. 5. Equity Share allotted to an Applicant in the electronic account form will be credited directly to the

Applicant’s respective beneficiary account(s) with depository participant. 6. Applicants should ensure that the names of the Applicants and the order in which they appear in the

CAF should be the same as registered with the Applicant’s depository participant. 7. Non-transferable Allotment advice/refund orders will be directly sent to the Applicant by the Registrar

to this Issue. 8. If incomplete/incorrect details are given under the heading ‘Request for Shares in Electronic Form’ in

the CAF, the Applicant will get Equity Shares in physical form. 9. Renouncees can also exercise the option to receive Equity Shares in the demat form by providing the

necessary details about their beneficiary account. 10. It may be noted that Equity Share arising out of this Issue can be received in demat form even if the

existing Equity Shares are held in physical form. Nonetheless, it should be ensured that the depository participant account is in the name of the Applicant(s) in the same order as per specimen signatures appearing in the records of the depository participant/Company.

11. It may be noted that shares in electronic form can be traded only on the Stock Exchanges having

electronic connectivity with NSDL or CDSL.

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12. Dividend or other benefits with respect to the Equity Shares held in dematerialized form would be paid

to those Equity Shareholders whose names appear in the list of beneficial owners given by the depository participant to the Company as on the date of the book closure.

13. If incomplete / incorrect beneficiary account details are given in the CAF the Applicant will get Equity

Shares in physical form. 14. The Equity Shares pursuant to this Issue Allotted to Investors opting for dematerialized form would be

directly credited to the beneficiary account as given in the CAF after verification. Allotment advice, refund order (if any) would be sent directly to the Applicant by the Registrar to the Issue but the Applicant’s depository participant will provide to him the confirmation of the credit of such Equity Shares to the Applicant’s depository account.

15. Renouncees will also have to provide the necessary details about their beneficiary account for

Allotment of securities in this Issue. In case these details are incomplete or incorrect, the Renouncees will get Equity Shares in physical form.

EQUITY SHAREHOLDERS UNDER THE ASBA PROCESS MAY PLEASE NOTE THAT THE EQUITY SHARES OF THE COMPANY UNDER THE ASBA PROCESS CAN ONLY BE ALLOTTED IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT IN WHICH THE EQUITY SHARES ARE BEING HELD ON RECORD DATE. INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES OF THE COMPANY CAN BE TRADED ON THE STOCK EXCHANGES ONLY IN DEMATERIALIZED FORM. Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011, all applicants who are QIBs or are applying in this Issue for Equity Shares for an amount exceeding Rs. 2,00,000 shall mandatorily make use of ASBA facility. ISSUE PROCEDURE The CAF would be printed in black ink for all shareholders. The CAF shall be dispatched through registered post or speed post at least three days before the date of opening of the issue. In case the original CAF is not received by the applicant or is misplaced by the applicant, the applicant may request the Registrars to the Issue - Link Intime India Private Limited, for issue of a duplicate CAF, by furnishing the Registered Folio Number, DP ID Number, Client ID Number and their full name and address. Option available to the Equity Shareholders The Composite Application Form clearly indicates the number of Equity Shares that the Equity Shareholder is entitled to apply for Equity Shareholder shall have the following options:

• Apply for his entitlement in full; • Apply for his entitlement in full and apply for additional Equity Shares; • Apply for his entitlement in part; • Apply for his entitlement in part and renounce the other part; • Renounce his entire entitlement.

Additional Equity Shares The equity shareholders are eligible to apply for additional equity shares provided the applicant has applied for all the equity shares offered to him without renouncing them in full or in part. If you desire to apply for additional Equity Shares, please indicate your requirement in the place provided for additional shares in Part A of the CAF.

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The application for the additional equity shares shall be considered and allotment shall be made at the sole discretion of the Board of Directors of the Company, in consultation, if necessary, with the Designated Stock Exchange. This allotment of additional equity shares will be made on equitable basis with reference to number of shares held by the applicant on the record date. Renouncees for Equity Shares can apply for the Equity Shares renounced to them and also apply for additional Equity Shares. Non-residents including FIIs cannot apply for additional shares unless accompanied by applicable regulatory approvals from FIPB and/or RBI.” Renunciation This Issue shall be deemed to include a right exercisable by you to renounce the Equity Shares offered to you either in full or in part in favour of any other person or persons. Your attention is drawn to the fact that the Company shall not allot and/or register Rights Equity Shares in favour of more than three persons (including joint holders), partnership firm(s) or their nominee(s), minors, HUF(s), any trust or society (unless the same is registered under the Societies Registration Act, 1860 or the Indian Trust Act, 1882 or any other applicable law relating to societies or trusts and is authorized under its constitution or bye-laws to hold Equity Shares, as the case may be). Any renunciation from Resident Indian Shareholder(s) to Non-Resident Indian(s) or from Non-Resident Indian Shareholder(s) to other Non-Resident Indian(s) or from Non-Resident Indian Shareholder(s) to Resident Indian(s) is subject to the renouncer(s) / renouncee(s) obtaining the approval of the FIPB and/or necessary permission of the RBI under the Foreign Exchange Management Act, 1999 (FEMA) and other applicable laws and such permissions should be attached to the CAF. Applications not accompanied by the aforesaid approval are liable to be rejected. Your attention is drawn to the fact that the Company shall not allot and/or register any Equity Shares in favor of:

• More than three persons including joint holders; • Partnership firm(s) or their nominee(s); • Minors; • Hindu Undivided Family; • Any Trust or Society (unless the same is registered under the Societies Registration Act, 1860 or the

Indian Trust Act, 1882 or any other applicable law relating to societies or trusts and is authorized under its constitution or bye-laws to hold Equity Shares, as the case may be)

By virtue of the Circular No. 14 dated September 16, 2003 issued by the RBI, Overseas Corporate Bodies (“OCBs”) have been derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003. Accordingly, the existing Eligible Equity Shareholders of the Company who do not wish to subscribe to the Equity Shares being offered to them but wish to renounce the same in favour of Renouncee, shall not renounce the same (whether for consideration or otherwise) in favour of OCB(s). Part ‘A’ of the CAF must not be used by any person(s) other than those in whose favour this offer has been made. If used, this will render the application invalid. Submission of the enclosed CAF to the Banker to the Issue at its collecting branches specified on the reverse of the CAF with the form of renunciation (Part ‘B’ of the CAF) duly filled in shall be conclusive evidence for the Company of the person(s) applying for Equity Shares in Part ‘C’ of the CAF to receive allotment of such Equity Shares. The Renouncees applying for all the Equity Shares renounced in their favour may also apply for additional Equity Shares. Part ‘A’ of the CAF must not be used by the Renouncee(s) as this will render the application invalid. Renouncee(s) will have no further right to renounce any Equity Shares in favour of any other person.

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Procedure for renunciation To renounce the whole offer in favour of one renouncee If you wish to renounce the offer indicated in Part A, in whole, please complete Part B of the CAF. In case of joint holding, all joint holders must sign Part B of the CAF. The person in whose favor renunciation has been made should complete and sign Part C of the CAF. In case of joint renouncees, all joint renounces must sign Part C of the CAF. Renouncees shall not be entitled to further renounce their entitlement in favor of any other person. To renounce in part/or renounce the whole to more than one person(s) If you wish to either accept this offer in part and renounce the balance or renounce the entire offer in favour of two or more renouncees, the CAF must be first split into requisite number of forms. Please indicate your requirement of split forms in the space provided for this purpose in Part D of the CAF and return the entire CAF to the Registrar to the Issue so as to reach them latest by the close of business hours on the last date of receiving requests for split forms. On receipt of the required number of split forms from the Registrar, the procedure as mentioned in paragraph above shall have to be followed. In case the signature of the Equity Shareholder(s), who has renounced the Equity Shares, does not agree with the specimen registered with the Company, the application is liable to be rejected. Renouncee(s) The person(s) in whose favour the Equity Shares are renounced should fill in and sign Part C of the Application Form and submit the entire Application Form to the Bankers to the Issue on or before the Issue Closing Date along with the application money. A renounce is eligible to apply for additional shares. Change and/ or introduction of additional holders If you wish to apply for Equity Shares jointly with any other person(s), not more than three, who is/are not already a joint holder with you, it shall amount to renunciation and the procedure as stated above for renunciation shall have to be followed. Even a change in the sequence of the name of joint holders shall amount to renunciation and the procedure, as stated above shall have to be followed. Please note that:

• Part A of the CAF must not be used by any person(s) other than those in whose favour this Issue has been made. If used, this will render the application invalid.

• Request by the applicant for the Split Application Form should reach the Registrar on or before Wednesday, June 29, 2011.

• Only the person to whom this Letter of Offer has been addressed to and not the renouncee(s) shall be entitled to renounce and to apply for Split Application Forms. Forms once split cannot be split again.

• Split form(s) will be sent to the applicant(s) by post at the applicant’s risk. • While applying for or renouncing their Rights Entitlement, joint holders must sign in the same order

and as per the specimen signatures registered with our Company. • In the case of a renunciation, the submission of the CAF to the Bankers to the Issue at the collecting

branches specified on the reverse of the CAF together with Part B of the CAF duly completed shall be conclusive evidence of the right of the person applying for the Equity Shares to receive allotment of such Equity Shares.

How to Apply Applications should be made on the enclosed CAF provided by the Company. The enclosed CAF should be completed in all respects, as explained in the instructions indicated in the CAF. Applications will not be

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accepted by the Lead Manager or by the Registrar to the Issue or by the Company at any offices except in the case of postal applications as per instructions given elsewhere in the Letter of Offer. Payment should be made in cash (not more than Rs.20,000) or by cheque / bank draft / drawn on any Bank (including a Co-operative Bank) which is situated at and is a member or a sub-member of the bankers clearing house located at the centre where the CAF is submitted and which is participating in the clearing at the time of submission of the application. Outstation cheques / money orders / postal orders will not be accepted and CAFs accompanied by such cheques / money orders / postal orders are liable to be rejected. The CAF consists of four parts:

(a) Part A: Form for accepting the Equity Shares offered and for applying for additional Equity Shares (b) Part B: Form for renunciation (c) Part C: Form for application for renouncees (d) Part D: Form for request for split application forms

Sr. No.

Option Available Action Required

1 Accept whole or part of your entitlement without renouncing the balance.

Fill in and sign Part A (All joint holders must sign)

2 Accept your entitlement in full and apply for additional Equity Shares

Fill in and sign Part A including Asset III relating to the acceptance of entitlement and Asset IV relating to additional Equity Shares (All joint holders must sign)

3 Renounce your entitlement in full to one person (Joint renounces are considered as one)

Fill in and sign Part B (All joint holders must sign) indicating the number of Equity Shares renounced and hand it over to the renounce. The renounces must fill in and sign Part C (All joint renouncees must sign)

4 Accept a part of your entitlement and renounce the balance to one or more renounce(s)

OR Renounce your entitlement to all the Equity Shares offered to you to more than one renounce

Fill in and sign Part D (all joint holders must sign) requesting for Split Application Forms. Send the CAF to the Registrar to the Issue so as to reach them on or before the last date for receiving requests for Split Forms. Splitting will be permitted only once. On receipt of the Split Form take action as indicated below. For the Equity Shares you wish to accept, if any, fill in and sign Part A. For the Equity Shares you wish to renounce, fill in and sign Part B indicating the number of Equity Shares renounced and hand it over to the renouncees. Each of the Renouncees should fill in and sign Part C for the Equity Shares accepted by them.

5 Introduce a joint holder or change the sequence of the joint holder

This will be treated as renunciation. Fill in and sign Part B and the Renouncees must fill in and sign Part C

For applicants residing at places other than designated Bank collecting branches Applicants residing at places other than the cities where the Bank collection centres have been opened should send their completed CAF by registered post / speed post to the Registrars to the Issue, Link Intime India Pvt. Ltd. alongwith bank drafts, net of bank charges and postal charges, payable at Mumbai in favor of the Banker to the Issue “ASAL - Rights Issue Resident Account” crossed “A/c Payee only” so that the same are received on or before closure of the Issue (i.e. Friday, July 8, 2011). The Company will not be liable for any postal delays and applications received through mail after the closure of the Issue, are liable to be rejected and returned to the applicants. Applications by mail should not be sent in any other manner except as mentioned below. All application forms duly completed together with cash / cheque / demand draft for the application money must be submitted before the close of the subscription list to the Bankers to the Issue named herein or to any of its branches mentioned on the reverse of the CAF. The applicants are requested to strictly adhere to these instructions. Failure to do so could result in the application being liable to be rejected with the Company, the

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Lead Manager and the Registrars not having any liabilities to such applicants. Non-resident investors, who are not excluded U. S. Persons as defined in Regulation S under the U.S. Securities Act of 1933, as amended, (a "U.S. Person"), applying on a repatriation basis should send their completed CAF by registered post/speed post to the Registrar to the Issue, Link Intime India Pvt. Ltd. along with demand drafts for the full application amount, payable at Mumbai, crossed account payee only and marked in favour of "ASAL - Rights Issue Non Resident Account" so that the same are received on or before closure of the Issue i.e. Friday, July 8, 2011. Non-resident Equity Shareholders Applications received from the Non-Resident Equity Shareholders for the allotment of Equity Shares shall, inter alia, be subject to the conditions as may be imposed from time to time by the RBI, in the matter of refund of application moneys, allotment of Equity Shares, issue of letters of allotment / certificates / payment of dividends etc. Non-resident Equity Shareholders will be required to represent, inter alia, that they are not excluded U.S. Persons as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended. Availability of duplicate CAF In case the original CAF is not received, or is misplaced by the applicant, the Registrar to the Issue will issue a duplicate CAF on the request of the applicant who should furnish the registered folio number/ DP and Client ID number and his/ her full name and address to the Registrar to the Issue. Please note that those who are making the application in the duplicate form should not utilize the original CAF for any purpose including renunciation, even if it is received/ found subsequently. Thus in case the original and duplicate CAFs are lodged for subscription, allotment will be made on the basis of the duplicate CAF and the original CAF will be ignored. Please also note that shareholder has an option to print the Duplicate CAF from the website of the Registrar to the Issue (Web site: www.linkintime.co.in) by providing his / her folio. no. / DP ID / Client ID to enable the shareholder to apply for the Issue. Application on Plain Paper A resident Equity Shareholder or a non-resident Equity Shareholder, who is not an excluded U.S. Person as defined in Regulation S under the U.S. Securities Act of 1933, as amended, (a "U.S. Person"), applying on a non-repatriation basis who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper, along with an Account Payee Cheque drawn on a local bank at Mumbai or Demand Draft/Pay Order payable at Mumbai, crossed account payee only and marked in favour of "ASAL - Rights Issue Resident Account" and send the same by registered post directly to the Registrar to the Issue. A non-resident Equity Shareholder, who is not an excluded U.S. Person as defined in Regulation S under the U.S. Securities Act of 1933, as amended, (a "U.S. Person"), applying on a repatriation basis who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper, along with an Account Payee Cheque drawn on a local bank at Mumbai or Demand Draft/Pay Order payable at Mumbai, crossed account payee only and marked in favour of "ASAL - Rights Issue Non Resident Account" and send the same by registered post directly to the Registrar to the Issue. An Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper. The application on plain paper, duly signed by the applicants including joint holders, in the same order as per specimen recorded with the Company, must reach the office of the Registrar to the issue before the Issue Closing Date and should contain the following particulars: 1. Name of Issuer, being Automotive Stampings and Assemblies Limited.

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2. Name and address of the Equity Shareholder including joint holders 3. Registered Folio Number / DP ID No. and Client ID No. 4. Number of shares held as on Record Date 5. Certificate numbers and distinctive numbers, if held in physical form. 6. Number of Rights Equity Shares entitled 7. Number of Rights Equity Shares applied for out of entitlement 8. Number of additional Equity Shares applied for, if any 9. Total number of Equity Shares applied for 10. Amount paid on application at the rate of Rs. 52 per Equity Share 11. Particulars of cheque / draft 12. Savings / Current Account Number and name and address of the bank where the Equity Shareholder will be

depositing the refund order; PAN, photocopy of the Form 60 / Form 61 declaration for each Applicant in case of joint names;

13. Include the representation in writing that "I/We understand that the Rights entitlements and the Equity Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any United States state securities laws and may not be offered, sold, resold or otherwise transferred within the United States or to, or for the account or benefit of, "U.S. Persons" (as defined in Regulation S under the Securities Act (a "U.S. Person")), except in a transaction exempt from the registration requirements of the U.S. Securities Act, and I/we confirm that I/we am/are not a U.S. Person and am/are not applying for these Equity Shares for the account or benefit of a U.S. Person. There are no restrictions under the laws of my/our local jurisdiction that prevent or prohibit me/us from applying for the Equity Shares." In addition, residents of the European Economic Area must confirm that "I/We satisfy the requirements relating to the EEA in the Letter of Offer."; and

14. In case of Non Resident Shareholders, NRE / FCNR / NRO account no., name and address of the Bank and branch should be given

15. PAN number of the applicant and in case of joint applicants, for each of the applicant, irrespective of the total value of the equity shares applied pursuant to this issue.

16. Signature of Equity Shareholders to appear in the same sequence and order as they appear in the records of the Company and

17. Payments in such cases, should be through a cheque / demand draft payable at Mumbai be drawn in favor of “ASAL - Rights Issue Resident Account” and marked “A/c payee only” in case of resident shareholders and non-resident shareholders applying on non-repatriable basis and in favor of “ASAL - Rights Issue Non Resident Account” in case of non-resident shareholders applying on repatriable basis and marked “A/c payee only”.

Please note that those who are making the application on plain paper shall not be entitled to renounce their rights and should not utilize the original CAF for any purpose including renunciation even if it is received subsequently. If the applicant violates any of these requirements, he/she shall face the risk of rejection of both the applications. The Company shall refund such application amount to the applicant without any interest thereon. Application under Power of Attorney In case of application under power of Attorney or by Limited Companies or Bodies Corporate or Societies registered under the applicable laws, a certified copy of the Power of Attorney or the relevant authority, as the case may be, along with the certified copy of Memorandum & Article of Association or Bye-Laws, as the case may be, must be lodged separately by registered post at the office of the Registrar to the Issue simultaneously with the submission of the CAF, indicating the serial number of CAF and the name of the bank and the branch office where the application is submitted within 10 days of closure of the offer, failing which the application is liable to be rejected. In case the Power of Attorney is already registered with the Company, then the same need not be furnished again. However, the serial number of the Registration under which the Power of Attorney has been registered with the Company must be mentioned below the signature of the Applicant. Quoting of Permanent Account Number in the application forms In terms of circular no. SEBI/CFD/DIL/DIP/28/2007/29/11 dated November 29, 2007, every applicant shall

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disclose the Permanent Account Number (PAN), allotted under the Income Tax Act, 1961, in the application form, irrespective of the amount for which application is made. Application forms without this information will be considered incomplete and are liable to be rejected. The copy of the PAN card or PAN allotment letter is not required to be submitted with the CAF. Applicant should not submit the GIR number instead of the PAN as the application will get rejected on this ground. In terms of SEBI Circulars bearing no. MRD/DoP/Cir-20/2008 dated June 30, 2008 and July 20, 2006, certain categories of investors (namely the Central Government, State Government, residents of Sikkim and the officials appointed by the courts e.g. Official liquidator, Court receiver etc. (under the category of Government)) shall be exempted from submitting their PAN, only if such organizations submit sufficient documentary evidence to support the veracity of their claim for such exemption. Last date of application The last date for receipt of the duly filled in CAF by the Bankers to the Issue, together with the amount payable on application is Friday, July 8, 2011. If the CAF together with the amount payable is not received by the Banker to the Issue/ Registrar to the Issue on or before the close of banking hours on the aforesaid last date or such date as may be extended by the Board/ Committee of Directors, the offer contained in this Letter of Offer shall be deemed to have been declined and the Board/ Committee of Directors shall be at liberty to dispose off the Equity Shares hereby offered, as provided under the section entitled “Basis of Allotment”. Incomplete Application CAFs, which are not complete or are not accompanied with the application money amount payable, are liable to be rejected. Mode of payment for Resident Shareholders / Applicant Payment(s) must be made by cheque/demand draft and drawn on any bank (including a co-operative bank) which is situated at and is a member or a sub-member of the Bankers’ Clearing House located at the centre where the CAF is submitted. A separate cheque/draft must accompany each CAF. Only one mode of payment should be used. Money orders, postal orders and outstation cheques will not be accepted and applications accompanied by any such instruments will be rejected. Shareholders/Applicants residing at places other than those mentioned in the CAF and applicants who wish to send their applications but not having collection centres should send their application by Registered Post, only to the Registrar to the Issue enclosing a Cheque / Demand draft, net of bank charges and postal charges, drawn on a clearing Bank and payable at Mumbai only before the closure of the issue. Such cheque / drafts should be payable to “ASAL - Rights Issue Resident Account”. All cheque/ drafts must be crossed ‘A/c Payee only’. No receipt will be issued for the application money received. However, the Collection Centre receiving the application will acknowledge receipt of the application by stamping and returning the acknowledgement slip at the bottom of each CAF. The Company is not responsible for any postal delay/ loss in transit on this account.

1. Applicants who are resident in centers with the bank collection centres shall draw cheques / drafts accompanying the CAF, crossed account payee only and marked in favour of “ASAL - Rights Issue Resident Account”.

2. Applicants residing at places other than places where the bank collection centres have been opened by the Company for collecting applications, are requested to send their applications together with Demand Draft/Pay Order payable at Mumbai, crossed account payee only and marked in favour of “ASAL - Rights Issue Resident Account” directly to the Registrar to the Issue by registered post so as to reach them on or before the Issue Closing Date. The Company or the Registrar to the Issue will not be responsible for postal delays or loss of applications in transit, if any.

Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number

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CIR/CFD/DIL/1/2011 dated April 29, 2011, all applicants who are QIBs or are applying in this Issue for Equity Shares for an amount exceeding Rs. 2,00,000 shall mandatorily make use of ASBA facility. Investments by FIIs In accordance with the current regulations, the following restrictions are applicable for investment by FIIs: The Issue of Equity Shares under this Issue to a single FII should not exceed 10% of the post-issue paid up capital of the Company. In respect of an FII investing in the Equity Shares on behalf of its sub-accounts the investment on behalf of each sub-account shall not exceed 5% of the total paid up capital of the Company. At present, investments in companies manufacturing automobile components fall under the RBI automatic approval route for FDI / NRI investment up to 100%. Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011, all applicants who are QIBs or are applying in this Issue for Equity Shares for an amount exceeding Rs. 2,00,000 shall mandatorily make use of ASBA facility. Investment by NRIs Investments by NRIs are governed by the Portfolio Investment Scheme under Regulation 5(3)(i) of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011, all applicants who are QIBs or are applying in this Issue for Equity Shares for an amount exceeding Rs. 2,00,000 shall mandatorily make use of ASBA facility. Procedure for Applications by Mutual Funds Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011, all applicants who are QIBs or are applying in this Issue for Equity Shares for an amount exceeding Rs. 2,00,000 shall mandatorily make use of ASBA facility. A separate application can be made in respect of each scheme of an Indian mutual fund registered with the SEBI and such applications shall not be treated as multiple applications. The applications made by asset management companies or custodians of a mutual fund should clearly indicate the name of the concerned scheme for which the application is being made. Offer to non-resident equity shareholders / applicants Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011, all applicants who are QIBs or are applying in this Issue for Equity Shares for an amount exceeding Rs. 2,00,000 shall mandatorily make use of ASBA facility. Applications received from NRIs and non-residents for allotment of Equity Shares shall be inter alia, subject to the conditions imposed from time to time by the RBI under the Foreign Exchange Management Act, 2000 (FEMA) in the matter of receipt and refund of application moneys and the allotment of Equity Shares, issue of letter of allotment / share, dividends, etc. General permission has been granted to any person resident outside India to purchase shares offered on rights basis by an Indian company in terms of FEMA and regulation 6 of notification No. FEMA 20/2000-RB dated May 3, 2000. The Board may at its absolute discretion, agree to such terms and conditions as may be stipulated by RBI while approving the allotment of the Equity Shares, payment of dividend etc. to the non-resident shareholders. The Equity Shares purchased by non-residents shall be subject to the same conditions including restrictions in regard to the repatriability as are applicable to the original shares against which rights shares are issued. By virtue of Circular No. 14 dated September 16, 2003 issued by the RBI, overseas corporate bodies (“OCBs”) have been derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign

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Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003. Accordingly, OCBs shall not be eligible to subscribe to the Equity Shares. The RBI has, however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as incorporated non-resident entities. Thus, OCBs desiring to participate in this Issue must obtain prior approval from the RBI. Such approval shall be submitted along with the CAF. Also, the existing Equity Shareholders of the Company who do not wish to subscribe to the Equity Shares being offered but wish to renounce the same in favour of Renouncee, shall not renounce the same (whether for consideration or otherwise) in favour of OCB(s). FIIs will not need permission of the FIPB / RBI for investment in the Issue to the extent of their Rights Entitlement. However, in case of applications from such entities in excess of their Rights Entitlement, allotment will be subject to restrictions under applicable laws, including existing ceilings on FII holdings in the Company and the sectoral caps on FDI in the Company, as applicable. Letter of Offer and CAF to non resident Equity Shareholders shall be dispatched only to their address mentioned in the Register of Members in India as provided under Section 53 of the Companies Act. The Letter of Offer and CAF should not be forwarded to or transmitted in or into the United States of America or the territories or possessions thereof at any time or to, or for the account or benefit of, “U.S. Persons” (as defined in Regulation S under the United States Securities Act of 1933, as amended), except in a transaction exempt from the registration requirements of the Securities Act. Mode of payment for Non-Resident Equity Shareholders/ Applicants Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011, all applicants who are QIBs or are applying in this Issue for Equity Shares for an amount exceeding Rs. 2,00,000 shall mandatorily make use of ASBA facility. As regards the application by non-resident Equity Shareholders, the payment must be made by demand draft / cheque payable at Mumbai (net of demand draft charges and postal charges) or funds remitted from abroad in any of the following ways:

• Application with repatriation benefits

By Indian Rupee drafts purchased from abroad and payable at Mumbai or funds remitted from abroad (submitted along with Foreign Inward Remittance Certificate); or

By cheque / draft on a Non-Resident External Account (NRE) or FCNR Account maintained and drawn on Mumbai; or

By Rupee draft purchased by debit to NRE/ FCNR Account maintained elsewhere in India and payable at Mumbai; or

By local cheque / bank drafts remitted through normal banking channels or out of funds held in Non-Resident External Account (NRE) or FCNR Account maintained with banks authorized to deal in foreign currency in India, along with documentary evidence in support of remittance; or

FIIs registered with SEBI must remit funds from special non-resident rupee deposit account. Non resident investors applying with repatriation benefits should draw cheques / drafts and marked

in favour of “ASAL - Rights Issue Non Resident Account” payable at Mumbai and must be crossed “account payee only” for the full application amount.

For Equity Shareholders/ Applicants applying through CAF but not residing at places where the collection centre is located, shall send the CAF to the Registrar to the Issue by registered post along with drafts of an amount after deducting bank and postal charges in favour of “ASAL - Rights Issue Non Resident Account” payable at Mumbai and crossed ‘A/c Payee only’ for the amount payable so as to reach the Registrar to the Issue on or before the Issue Closing Date.

• Application without repatriation benefits

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As far as non-residents holding shares on non-repatriation basis is concerned, in addition to the modes specified above, payment may also be made by way of cheque drawn on Non-Resident (Ordinary) Account maintained in Mumbai or Rupee Draft purchased out of NRO Account maintained elsewhere in India but payable at Mumbai. In such cases, the allotment of Equity Shares will be on non-repatriation basis. All cheques/drafts submitted by non-residents should be marked in favour of “ASAL - Rights Issue Resident Account” payable at Mumbai and must be crossed “Account Payee only” for the amount payable. The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF. Applicants may note that where payment is made by drafts purchased from NRE / FCNR / NRO accounts as the case may be, an Account Debit Certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE / FCNR / NRO account should be enclosed with the CAF. Otherwise the application shall be considered incomplete and is liable to be rejected. For Equity Shareholders/ Applicants applying through CAF but not residing at places where the collection centre is located, shall send the CAF to the Registrar to the Issue by registered post along with drafts of an amount after deducting bank and postal charges in favour of “ASAL - Rights Issue Non Resident Account” payable at Mumbai and crossed ‘A/c Payee only’ for the amount payable so as to reach the Registrar to the Issue on or before the Issue Closing Date. New demat account shall be opened for holder who have had a change in status from resident Indian to NRI Note:

a) In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the

investment in Equity Shares / Warrant can be remitted outside India, subject to tax, as applicable according to IT Act.

b) In case Equity Shares / Warrant are allotted on non-repatriation basis, the dividend and sale proceeds of the Equity Shares/Warrant cannot be remitted outside India.

c) The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAFs before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF.

d) In case of an application received from non-residents, allotment, refunds and other distribution, if any, will be made in accordance with the guidelines / rules prescribed by RBI as applicable at the time of making such allotment, remittance and subject to necessary approvals.

e) Our Company is not responsible for any delay / loss in transit on this account and applications received through mail after closure of the Issue are liable to be rejected.

Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of section 68A of the Companies Act, 1956 which is reproduced below: “Any person who makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years.” Dematerialized dealing The Company, for its existing Equity Shares bearing the ISIN INE900C01027, has entered into a) tripartite agreement dated April 18, 2007 with National Securities Depository Limited (NSDL) and Link

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Intime India Pvt. Ltd.; and

b) tripartite agreement dated March 20, 2007 with the Central Depository Services (India) Limited and Link Intime India Pvt. Ltd.

Note: APPLICATIONS WILL NOT BE ACCEPTED BY THE LEAD MANAGER OR THE COMPANY. Bank details of the applicant The applicant must fill in the relevant column in the CAF giving particulars of saving Bank / Current Account Number and the Name of the Bank with whom such account is held, to enable the registrar to the issue to print the said details in the refund orders, if any, after the name of the Payees. Please note that provision of Bank Account details has now been made mandatory and applications not containing such details are liable to be rejected. Application number on the Cheque or Demand Draft To avoid any misuse of instruments, the applicants are advised to write the application number and name of the first applicant on the reverse of the cheque/demand draft. General instructions for applicants

a) Please read the instructions printed on the enclosed CAF carefully.

b) Application should be made on the printed CAF, provided by the Company and should be completed in all respects. The CAF found incomplete with regard to any of the particulars required to be given therein, and / or which are not completed in conformity with the terms of the Letter of Offer are liable to be rejected and the money paid, if any, in respect thereof will be refunded without interest and after deduction of bank commission and other charges, if any. The CAF must be filled in English and the names of all the Applicants, details of occupation, address, father’s /husband’s name must be filled in block letters.

c) The CAF together with cheque / demand draft should be sent to the Bankers to the Issue / Collecting Bank or to the Registrar to the Issue, as the case may be, and not to the Company and the Lead Manager to the Issue. Applicants residing at places other than cities where the branches of the Bankers to the Issue have been authorized by the Company for collecting applications, will have to make payment by Account Payee Cheque drawn on a local bank at Mumbai or Demand Draft/Pay Order payable at Mumbai, crossed account payee only and marked in favour of either “ASAL - Rights Issue Resident Account” or “ASAL - Rights Issue Non Resident Account”, as applicable and send their application forms to the Registrar to the Issue by registered post. If any portion of the CAF is / are detached or separated, such application is liable to be rejected.

d) Each of the Applicants should mention his/her PAN allotted under the Income Tax Act, 1961 along with the application. The copy of the PAN card or PAN allotment letter is not required to be submitted with the CAF. CAFs without PAN details will be considered incomplete and are liable to be rejected. With effect from August 16, 2010, the demat accounts for Investors for which PAN details have not been verified shall be “Suspended Credit” and no allotment and credit of Equity Shares pursuant to the issue shall be made into the accounts of such Investors.

e) Applicants are advised to provide information as to their savings/current account number, 9 digit MICR number and the name of the Bank, branch with whom such account is held in the CAF to enable the Registrar to the Issue to print the said details in the refund orders, if any, after the names of the payees.

f) The payment against the application should not be effected in cash if the amount to be paid is Rs. 20,000 or more. In case payment is effected in contravention of this, the application may be deemed invalid and the application money will be refunded and no interest will be paid thereon. Payment against the application if made in cash, subject to conditions as mentioned above, should be made only to the Bankers

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to the Issue. The Registrar will not accept any payments against any applications, if made in cash.

g) Signatures should be either in English, Hindi or Marathi or in any other language specified in the Eighth Schedule to the Constitution of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary Public or a Special Executive Magistrate under his/ her official seal. The Equity Shareholders must sign the CAF as per the specimen signature recorded with the Company.

h) In case of joint holders, all joint holders must sign the relevant part of the CAF in the same order and as per the specimen signature(s) recorded with the Company. Further, in case of joint Applicants who are Renouncees, the number of Applicants should not exceed three. In case of joint Applicants, reference, if any, will be made in the first Applicant’s name and all communication will be addressed to the first Applicant.

i) Application(s) received from Non-Resident / NRIs, or persons of Indian origin residing abroad for Allotment of Equity Shares shall, inter alia, be subject to conditions, as may be imposed from time to time by the RBI under FEMA in the matter of refund of application money, Allotment of Equity Shares, subsequent issue and Allotment of Equity Shares, interest, export of share certificates, etc. In case a Non-Resident or NRI Equity Shareholder has specific approval from the RBI, in connection with his shareholding, he should enclose a copy of such approval with the CAF.

j) All communication in connection with application for the Equity Shares, including any change in address of the Equity Shareholders should be addressed to the Registrar to the Issue prior to the date of Allotment in this Issue quoting the name of the first / sole applicant Equity Shareholder, folio numbers and CAF number. Please note that any intimation for change of address of Equity Shareholders, after the date of Allotment, should be sent to the Registrar and Transfer Agents of the Company Link Intime India Pvt. Ltd. in the case of Equity Shares held in physical form and to the respective depository participant, in case of Equity Shares held in dematerialized form.

k) Split forms cannot be re-split.

l) Only the person or persons to whom Equity Shares have been offered and not Renouncee(s) shall be entitled to obtain split forms.

m) Applicants must write their CAF number at the back of the cheque / demand draft.

n) Only one mode of payment per application should be used. The payment must be either in cash (For payment against application in cash please refer point (f) above) or by cheque /demand draft drawn on any of the banks, including a co-operative bank, which is situated at and is a member or a sub member of the Bankers Clearing House located at the centre indicated on the reverse of the CAF where the application is to be submitted.

o) A separate cheque / draft must accompany each CAF. Outstation cheques / demand drafts or post-dated cheques and postal / money orders will not be accepted and applications accompanied by such cheques / demand drafts /money orders or postal orders will be rejected. The Registrar will not accept payment against application if made in cash. (For payment against application in cash please refer point (f) above).

p) No receipt will be issued for application money received. The Bankers to the Issue / Collecting Bank / Registrar will acknowledge receipt of the same by stamping and returning the acknowledgment slip at the bottom of the CAF.

Grounds for technical rejection Applicants are advised to note that applications are liable to be rejected on technical grounds, including the following:

• Applications which are not completed or are not accompanied with the application money

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payable, are liable to be rejected; • Amount paid does not tally with the amount payable for; • In case of physical shareholders, bank account details (for refund) are not given; • Age of first applicant not given; • PAN allotted under the IT Act has not been mentioned by the applicant, except for CAFs on

behalf of central or state government officials appointed by the Courts or residents of Sikkim; • In case of Application under power of attorney or by limited companies, corporate, trust, etc.,

relevant documents are not submitted; • If the signature of the existing shareholder does not match with the one given on the Application

Form and for renouncees if the signature does not match with the records available with their depositories;

• If the Applicant desires to have shares in electronic form, but the Application Form does not have the Applicant’s depository account details;

• Application Forms are not submitted by the Applicants within the time prescribed as per the Application Form and the Letter of Offer;

• Applications not duly signed by the sole/joint Applicants; • Applications by OCBs unless accompanied by specific approval from the RBI permitting the OCBs

to invest in the Issue; • Applications accompanied by Stockinvest; • In case no corresponding record is available with the Depositories that matches three parameters,

namely, names of the Applicants (including the order of names of joint holders), the Depositary Participant’s identity (DP ID) and the beneficiary’s identity;

• Applications by US persons; • Applications by ineligible Non-residents (including on account of restriction or prohibition under

applicable local laws) and where last available address in India has not been provided. • Applications that do not include the certification set out in the CAF to the effect that the subscriber

is not a U.S. Person and is purchasing the Equity Shares in an “offshore transaction” (as defined in Regulation S), and is authorized to acquire the Equity Shares in compliance with all applicable laws and regulations; and where a registered address in India has not been provided.

• Applications which have evidence of being executed in/dispatched from the US • Applications where our Company believes that the CAF is incomplete or acceptance of such CAF

may infringe applicable legal or regulatory requirements; • Multiple applications, including where an applicant submits a CAF and a plain paper application; • Applications from QIBs or from Investors applying in this Issue for Equity Shares for an amount

exceeding Rs. 2,00,000, which are not in ASBA. PROCEDURE FOR APPLICATION THROUGH THE APPLICATIONS SUPPORTED BY BLOCKED AMOUNT (“ASBA”) PROCESS SEBI, by its circular dated August 20, 2009, introduced in rights issue - Application Supported by Blocked Amount (ASBA) wherein the application money remains in the ASBA Account until allotment. Mode of payment through ASBA in Rights Issue became effective on August 20, 2009. Since this is a new mode of payment in Rights Issues, set forth below is the procedure for applying under the ASBA procedure, for the benefit of the shareholders. Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011, all applicants who are QIBs or are applying in this Issue for Equity Shares for an amount exceeding Rs. 2,00,000 shall mandatorily make use of ASBA facility. This section is only to facilitate better understanding of aspects of the procedure which is specific to ASBA Investors. ASBA Investors should nonetheless read this document in entirety. Shareholders who are eligible to apply under the ASBA Process are advised to make their independent investigations and ensure that the number of Equity Shares applied for by such Shareholder do not exceed the applicable limits under laws or regulations.

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The Company and the Lead Manager are not liable for any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of this Letter of Offer. Equity Shareholders who are eligible to apply under the ASBA Process are advised to make their independent investigations and ensure that the number of Equity Shares applied for by such Equity Shareholders do not exceed the applicable limits under laws or regulations. The lists of banks that have been notified by SEBI to act as SCSB for the ASBA Process are provided on http://www.sebi.gov.in/pmd/scsb.pdf. For details on designated branches of SCSBs collecting the CAF, please refer the above mentioned link. The SEBI, on its board meeting held on February 7, 2011, has made the ASBA facility mandatory for non-retail investors (Qualified Institutional Buyers and Non-Institutional Investors) making applications in public / rights issues with effect from May 01, 2011. ASBA Process An ASBA Investor can submit his application through CAF / plain paper, either in physical or electronic mode, to the SCSB with whom the bank account of the ASBA Investor or bank account utilized by the ASBA Investor is maintained. The SCSB shall block an amount equal to the application amount in the ASBA Account specified in the CAF, physical or electronic, on the basis of an authorization to this effect given by the account holder at the time of submitting the CAF. The application data shall thereafter be uploaded by the SCSB in the web enabled interface of the Stock Exchanges as prescribed under circular issued by SEBI -SEBI/CFD/DIL/DIP/38/2009/08/20 dated August 20, 2009 or in such manner as may be decided in consultation with the Stock Exchanges. The amount payable on application shall remain blocked in the ASBA Account until finalization of the Basis of Allotment and consequent transfer of the amount against the allocated Equity Shares to the separate account opened by the Company for Rights Issue. Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011, all applicants who are QIBs or are applying in this Issue for Equity Shares for an amount exceeding Rs. 2,00,000 shall mandatorily make use of ASBA facility. Issue or until failure of the Issue or until rejection of the ASBA application, as the case may be. Once the basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the Controlling Branch for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful ASBA Investors to the separate account opened by the Company for Rights Issue. In case of withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt of such information from the Registrar to the Issue. The Lead Manager, our Company, its directors, affiliates, associates and their respective directors and officers and the Registrar to the Issue shall not take any responsibility for acts, mistakes, errors, omissions and commissions etc. in relation to applications accepted by SCSBs, Applications uploaded by SCSBs, applications accepted but not uploaded by SCSBs or applications accepted and uploaded without blocking funds in the ASBA Accounts. It shall be presumed that for applications uploaded by SCSBs, the amount payable on application has been blocked in the relevant ASBA Account. Equity Shareholders who are eligible to apply under the ASBA Process The option of applying for Equity Shares in the Issue through the ASBA Process is only available to Shareholders of the Company on the Record Date and who:

• • Is holding Equity Shares in dematerialized form and has applied for entitlements or additional

Securities in the Issue in dematerialized form; • Have not renounced his entitlements in full or in part; • Have not split the CAF; • Are not renounces; • Applies through blocking of funds in bank account maintained with one of the SCSBs.

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Composite Application Form (CAF) The Registrar will dispatch the CAF to all Equity Shareholders as per their entitlement on the Record Date for the Issue. Equity Shareholders desiring to use the ASBA Process are required to submit their applications by selecting the ASBA Option in Part A of the CAF only. Application in electronic mode will only be available with such SCSB who provides such facility. The Equity Shareholder shall submit the CAF/plain paper application to the SCSB for authorizing such SCSB to block an amount equivalent to the amount payable on the application in the said bank account maintained with the same SCSB. The Equity Shareholder shall submit the CAF to the SCSB for authorizing such SCSB to block an amount equivalent to the amount payable on the application in the said bank account maintained with the same SCSB. Please note, no more than 5 applications (including CAF and plain paper) can be submitted per bank account in the Issue. Equity Shareholders applying under the ASBA Process are also advised to ensure that the CAF is correctly filled up, stating therein the bank account number maintained with the SCSB in which an amount equivalent to the amount payable on application as stated in the CAF will be blocked by the SCSB. Application on Plain Paper An Equity Shareholder who has neither received the original CAF nor is in a position to obtain a duplicate CAF and wanting to apply under ASBA process may make an application to subscribe for the Issue on plain paper. The application on plain paper, duly signed by the applicants including joint holders, in the same order as per specimen recorded with the Company, must be submitted at a designated branch of a SCSB on or before the Issue Closing Date and should contain the following particulars:

• Name of the issuer, being Automotive Stampings and Assembling Limited; • Name and address of the Equity Shareholder, including any joint holders; • Registered folio number / DP ID number and client ID number; • Number of Equity Shares held as on the Record Date; • Rights Entitlement; • Number of Equity Shares applied for; • Savings / Current Account Number alongwith name and address of the SCSB and Branch from which

the money will be blocked ; • Total Application Money; • A representation that the Equity Shareholder is not a “U.S. Person” (as defined in Regulation S under

the Securities Act); • The permanent account number (PAN) of the Equity Shareholder and where relevant, for each joint

holder, except in respect of Central and State Government officials and officials appointed by the court (e.g., official liquidators and court receivers) who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities market, subject to submitting sufficient documentary evidence in support of their claim for exemption, provided that such transactions are undertaken on behalf of the Central and State Government and not in their personal capacity;

• Signature of the Equity Shareholders to appear in the same sequence and order as they appear in the records of our Company;;

• Incase of Non Resident Shareholders, NRE / FCNR / NRO A/c no., name and address of the SCSB and Branch

• In the application, the ASBA Investor shall, inter alia, give the following confirmations/declarations:

A) That he / she is an ASBA Investor as per the SEBI ICDR Regulations and B) That he / she has authorized the SCSBs to do all acts as are necessary to make an application in

the Issue, upload his / her application data, block or unblock the funds in the ASBA Account and transfer the funds from the ASBA Account to the separate account maintained by the

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Company for Rights Issue after finalization of the basis of Allotment entitling the ASBA Investor to receive Equity Shares in the Issue etc

The Equity Shareholder shall submit the plain paper application to the SCSB for authorizing such SCSB to block an amount equivalent to the amount payable on the application in the said bank account maintained with the same SCSB. If an applicant makes an application in more than one mode i.e. both in the Composite Application Form and on plain paper, then both the applications may be liable for rejection. Acceptance of the Issue You may accept the Issue and apply for the Equity Shares offered, either in full or in part, by filling Part A of the CAF sent by the Registrar, selecting the ASBA process option in Part A of the CAF and submit the same to the SCSB before the close of the banking hours on or before the Issue Closing Date or such extended time as may be specified by the Board of Directors of the Company in this regard. Mode of payment The Shareholder applying under the ASBA Process agrees to block the entire amount payable on application (including for additional Equity Shares, if any) with the submission of the CAF, by authorizing the SCSB to block an amount, equivalent to the amount payable on application, in a bank account maintained with the SCSB. After verifying that sufficient funds are available in the bank account provided in the CAF, the SCSB shall block an amount equivalent to the amount payable on application mentioned in the CAF until it receives instructions from the Registrar. Upon receipt of intimation from the Registrar, the SCSBs shall transfer such amount as per Registrar’s instruction allocable to the Shareholders applying under the ASBA Process from bank account with the SCSB mentioned by the Shareholder in the CAF. This amount will be transferred in terms of the SEBI ICDR Regulations into the separate bank account maintained by the Company as per the provisions of section 73(3) of the Companies Act, 1956. The balance amount remaining after the finalization of the basis of allotment shall be either unblocked by the SCSBs or refunded to the investors by the Registrar on the basis of the instructions issued in this regard by the Registrar to the Issue and the Lead Managers to the respective SCSB. The Shareholders applying under the ASBA Process would be required to block the entire amount payable on their application at the time of the submission of the CAF. The SCSB may reject the application at the time of acceptance of CAF if the bank account with the SCSB details of which have been provided by the Shareholder in the CAF does not have sufficient funds equivalent to the amount payable on application mentioned in the CAF. Subsequent to the acceptance of the application by the SCSB, the Company would have a right to reject the application only on technical grounds. Options available to the Shareholder applying under the ASBA Process The summary of options available to the Shareholders is presented below. You may exercise any of the following options with regard to the Equity Shares offered, using the CAF received from Registrar: Sr. No. Option Available Action Required

1. Accept whole or part of your entitlement without renouncing the balance

Fill in and sign Part A of the CAF (All joint holders must sign)

2. Accept your entitlement in full and apply for additional Equity Shares

Fill in and sign Part A of the CAF including Block III relating to the acceptance of entitlement and Block IV relating to additional Equity Shares (All joint holders must sign)

The Shareholder applying under the ASBA Process will need to select the ASBA option process in the CAF and provide required details as mentioned therein. However, in cases where this option is not selected, but the CAF is tendered to the SCSB with the relevant details required under the ASBA process option and SCSB blocks the requisite amount, then that CAF would be treated as if the Shareholder has selected to apply through the ASBA process option.

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Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011, all applicants who are QIBs or are applying in this Issue for Equity Shares for an amount exceeding Rs. 2,00,000 shall mandatorily make use of ASBA facility. Additional Equity Shares The equity shareholder is eligible to apply for additional Equity Shares over and above the number of Equity Shares that he is entitled too, provided that he have applied for all the Shares offered without renouncing them in whole or in part in favour of any other person(s). Applications for additional shares shall be considered and allotment shall be made at the sole discretion of the Board, in consultation with the Designated Stock Exchange and in the manner prescribed under “Basis of Allotment” on page no. 225 of this Letter of Offer. If you desire to apply for additional shares, please indicate your requirement in the place provided for additional Securities in Part A of the CAF. Renunciation under the ASBA Process Renouncees cannot participate in the ASBA Process. Last date of Application The last date for submission of the duly filled in CAF is Friday, July 8, 2011. The Issue will be kept open for a minimum of 15 (fifteen) days and the Board or any committee thereof will have the right to extend the said date for such period as it may determine from time to time but not exceeding 30 (thirty) days from the Issue Opening Date i.e. Monday, June 20, 2011. If the CAF together with the amount payable is not received by the SCSB on or before the close of banking hours on the aforesaid last date or such date as may be extended by the Board of Directors, the offer contained in this Letter of Offer shall be deemed to have been declined and the Board of Directors shall be at liberty to dispose off the Equity Shares hereby offered, as provided under “Basis of Allotment” on page no. 225 of this Letter of Offer. Option to receive Securities in Dematerialized Form SHAREHOLDERS UNDER THE ASBA PROCESS MAY PLEASE NOTE THAT THE EQUITY SHARES OF THE COMPANY UNDER THE ASBA PROCESS CAN ONLY BE ALLOTTED IN DEMATERIALIZED FORM AND TO THE SAME DEPOSITORY ACCOUNT IN WHICH THE EQUITY SHARES ARE BEING HELD ON RECORD DATE. Issuance of Intimation Letters Upon approval of the basis of Allotment by the Designated Stock Exchange, the Registrar to the Issue shall send the Controlling Branches, a list of the ASBA Investors who have been allocated Equity Shares in the Issue, along with:

• The number of Equity Shares to be allotted against each successful ASBA; • The amount to be transferred from the ASBA Account to the separate account opened by the Company

for Rights Issue, for each successful ASBA; • The date by which the funds referred to in para above, shall be transferred to separate account opened

by the Company for Rights Issue; and • The details of rejected ASBAs, if any, along with reasons for rejection to enable SCSBs to unblock the

respective ASBA Accounts. General instructions for Shareholders applying under the ASBA Process

• Please read the instructions printed on the CAF carefully.

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• Application should be made on the printed CAF / plain paper and should be completed in all respects. The CAF found incomplete with regard to any of the particulars required to be given therein, and / or which are not completed in conformity with the terms of this Letter of Offer are liable to be rejected. The CAF / plain paper application must be filled in English.

• The CAF / plain paper application in the ASBA Process should be submitted at a Designated Branch of the SCSB and whose bank account details are provided in the CAF and not to the Bankers to the Issue/Collecting Banks (assuming that such Collecting Bank is not a SCSB), to the Company or Registrar or Lead Manager to the Issue.

• All applicants, and in the case of application in joint names, each of the joint applicants, should mention his/her PAN number allotted under the Income-Tax Act, 1961, irrespective of the amount of the application. CAFs / plain paper application without PAN will be considered incomplete and are liable to be rejected.

• All payments will be made by blocking the amount in the bank account maintained with the SCSB. Cash payment is not acceptable. In case payment is affected in contravention of this, the application may be deemed invalid and the application money will be refunded and no interest will be paid thereon.

• Signatures should be either in English or Hindi or in any other language specified in the Eighth Schedule to the Constitution of India. Thumb impression and Signatures other than in English or Hindi must be attested by a Notary Public or a Special Executive Magistrate under his/her official seal. The Equity Shareholders must sign the CAF /plain paper application as per the specimen signature recorded with the Company / Depositories.

• In case of joint holders, all joint holders must sign the relevant part of the CAF / plain paper application in the same order and as per the specimen signature(s) recorded with the Company. In case of joint applicants, reference, if any, will be made in the first applicant’s name and all communication will be addressed to the first applicant.

• All communication in connection with application for the Securities, including any change in address of the Equity Shareholders should be addressed to the Registrar to the Issue prior to the date of allotment in this Issue quoting the name of the first / sole applicant Shareholder, folio numbers and CAF number.

• Only the person or persons to whom Securities have been offered and not renouncee(s) shall be eligible to participate under the ASBA process.

• Please note that pursuant to the applicability of the directions issued by SEBI vide its circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011, all applicants who are QIBs or are applying in this Issue for Equity Shares for an amount exceeding Rs. 2,00,000 /- shall mandatorily make use of ASBA facility.

Do’s:

• Ensure that the ASBA Process option is selected in part A of the CAF and necessary details are filled in. In case of non-receipt of the CAF, the application can be made on plain paper with all necessary details as required under the para “Application on plain paper” appearing under the procedure for application under ASBA.

• Ensure that you submit your application in physical mode only. Electronic mode is only available with certain SCSBs and not all SCSBs and you should ensure that your SCSB offers such facility to you.

• Ensure that the details about your Depository Participant and beneficiary account are correct and the beneficiary account is activated as Equity Shares will be allotted in the dematerialized form only.

• Ensure that the CAF / plain paper application is submitted at the SCSBs whose details of bank account have been provided in the CAF / plain paper application.

• Ensure that you have mentioned the correct bank account number in the CAF / plain paper application. • Ensure that there are sufficient funds (equal to {number of Equity Shares applied for} X {Issue Price

per Equity Shares as the case may be}] available in the bank account maintained with the SCSB mentioned in the CAF / plain paper application before submitting the CAF to the respective Designated Branch of the SCSB.

• Ensure that you have authorized the SCSB for blocking funds equivalent to the total amount payable on application mentioned in the CAF / plain paper application, in the bank account maintained with the respective SCSB, of which details are provided in the CAF / plain paper application and have signed the same.

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• Ensure that you receive an acknowledgement from the SCSB for your submission of the CAF / plain paper application in physical form.

• Except for applications on behalf of the Central or State Government and the officials appointed by the courts and Sikkim residents, each applicant should mention their PAN allotted under the I. T. Act.

• Ensure that the name(s) given in the CAF / plain paper application is exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case the CAF is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the CAF / plain paper application.

• Ensure that the Demographic Details are updated, true and correct, in all respects. Don’ts:

• Do not apply on duplicate CAF after you have submitted a CAF / plain paper application to a Designated Branch of the SCSB.

• Do not pay the amount payable on application in cash, money order or by postal order. • Do not send your physical CAFs / plain paper application to the Lead Manager to Issue / Registrar /

Collecting Banks (assuming that such Collecting Bank is not a SCSB) / to a branch of the SCSB which is not a Designated Branch of the SCSB / Company; instead submit the same to a Designated Branch of the SCSB only.

• Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground.

• Do not instruct their respective banks to release the funds blocked under the ASBA Process. • Do not submit more than 5 applications (including CAF and plain paper applications) per bank account

maintained with an SCSB for the Issue. Grounds for Technical Rejection for ASBA Process: In addition to the grounds listed under “Grounds for Technical Rejection” mentioned on page no. 217 of this Letter of Offer, applications under ASBA Process may be rejected on following additional grounds:

• Application for entitlements or additional shares in physical form. • DP ID and Client ID mentioned in CAF / plain paper application not matching with the DP ID and

Client ID records available with the Registrar. • Sending CAF / plain paper application to the Lead Manager / Issuer / Registrar / Collecting Bank

(assuming that such Collecting Bank is not a SCSB) / to a branch of a SCSB which is not a Designated Branch of the SCSB / Company.

• Renouncee applying under the ASBA Process. • Insufficient funds are available with the SCSB for blocking the amount. • Funds in the bank account with the SCSB whose details are mentioned in the CAF / plain paper

application having been frozen pursuant to regulatory orders. • Account holder not signing the CAF / plain paper application or declaration mentioned therein. • Application on split form. • Application by shareholder holding Equity Shares in physical form • Submitting the GIR instead of the PAN. • Submitting more than 5 applications (including CAF and plain paper application) per bank account

maintained with the SCSB for the Issue. Depository account and bank details for Shareholders applying under the ASBA Process IT IS MANDATORY FOR ALL THE SHAREHOLDERS APPLYING UNDER THE ASBA PROCESS TO RECEIVE THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL SHAREHOLDERS APPLYING UNDER THE ASBA PROCESS SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE CAF / PLAIN PAPER APPLICATION. SHAREHOLDERS APPLYING UNDER THE ASBA PROCESS MUST ENSURE THAT THE NAME

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GIVEN IN THE CAF / PLAIN PAPER APPLICATION IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE CAF / PLAIN PAPER APPLICATION IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE CAF / PLAIN PAPER APPLICATION. Shareholders applying under the ASBA Process should note that on the basis of name of these Shareholders, Depository Participant’s name and identification number and beneficiary account number provided by them in the CAF / plain paper application, the Registrar to the Issue will obtain from the Depository demographic details of these Shareholders such as address, bank account details for printing on refund orders / advice and occupation (“Demographic Details”). Hence, Shareholders applying under the ASBA Process should carefully fill in their Depository Account details in the CAF / plain paper application. These Demographic Details would be used for all correspondence with such Shareholders including mailing of the letters intimating unblock of bank account of the respective Shareholder. The Demographic Details given by Shareholders in the CAF / plain paper application would not be used for any other purposes by the Registrar. Hence, Shareholders are advised to update their Demographic Details as provided to their Depository Participants. By signing the CAF / plain paper application, the Shareholders applying under the ASBA Process would be deemed to have authorized the Depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. Letters intimating allotment and unblocking or refund (if any) would be mailed at the address of the Shareholder applying under the ASBA Process as per the Demographic Details received from the Depositories. Refunds, if any, will be made directly to the bank account in the SCSB and which details are provided in the CAF and not the bank account linked to the DP ID. Shareholders applying under the ASBA Process may note that delivery of letters intimating unblocking of bank account may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In such an event, the address and other details given by the Shareholder in the CAF / plain paper application would be used only to ensure dispatch of letters intimating unblocking of bank account. Note that any such delay shall be at the sole risk of the Shareholders applying under the ASBA Process and none of the SCSBs, Company or the Lead Manager shall be liable to compensate the Shareholder applying under the ASBA Process for any losses caused to such Shareholder due to any such delay or liable to pay any interest for such delay. In case no corresponding record is available with the Depositories that matches three parameters, namely, names of the Shareholders (including the order of names of joint holders), the DP ID and the beneficiary account number, then such applications are liable to be rejected. ASBA Investors can contact the Compliance Officer, the Designated Branch where the application was submitted, or the Registrar to the Issue in case of any pre or post-Issue related problems such as non receipt of credit of Allotted Equity Shares in the respective beneficiary accounts, blocking of excess amount, etc. Disposal of Investor Grievances All grievances relating to the ASBA may be addressed to the Registrar to the Issue, with a copy to the SCSB, giving full details such as name, address of the applicant, number of Equity Shares applied for, Amount blocked on application, account number of the ASBA Bank Account and the Designated Branch or the collection centre of the SCSB where the CAF / plain paper application was submitted by the ASBA Investors. Basis of Allotment The basis of allotment shall be finalized by the Board of the Company or Committee of Directors of the Company authorized in this behalf by the Board of the Company. The Board of the Company or the Committee of Directors as the case may be, will proceed to allot the equity Share in consultation with Designated Stock

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Exchange in the following order of priority. (a) Full allotment to those Equity Shareholders who have applied for their rights entitlement either in full or in

part and also to the renouncee(s) who has / have applied for Equity Shares renounced in their favor, in full or in part.

(b) For equity shares being offered on rights basis under this issue, if the shareholding of any of the equity shareholder is less than 9 equity shares or is not in multiple of 9, the fractional entitlement of such holders will be ignored. Shareholders whose fractional entitlements are ignored would be given preference for allotment of 1 additional equity share, if they apply for additional shares. Allotment under this head shall be considered if there are any unsubscribed equity shares after allotment under (a) above. If the number of equity shares required for allotment under this head are more than number of shares available after allotment under (a) above, the allotment would be made on a fair and equitable basis in consultation with the Designated Stock Exchange.

(c) Equity Shareholders who having applied for all the Equity Shares offered to them and have also applied for additional Equity Shares, the allotment of such additional Equity Shares will be made as far as possible on an equitable basis having due regard to the number of Equity Shares held by them on the Record Date, provided there is an under-subscribed portion after making full allotment in (a) and (b) above. The allotment of such Equity Shares will be made on a fair and equitable basis in consultation with the Designated Stock Exchange.

(d) Allotment to the renouncees who having applied for the Equity Shares renounced in their favour have also applied for additional Equity Shares, provided there is an under-subscribed portion after making full allotment in (a), (b) and (c) above. The allotment of such additional Equity Shares will be made on a proportionate basis at the sole discretion of the Board of Directors/ Committee of Directors but in consultation with the Designated Stock Exchange, as a part of the Issue and not as preferential allotment.

(e) Allotment to any other person as the Board of Directors may in its absolute discretion deem fit provided there is surplus available after making full allotment under (a), (b) (c) and (d) above.

(f) The Company shall not retain any over-subscription. The Promoter of the Company has undertaken to subscribe to its entitlement of Equity Shares in full. However, the Company has entered into an underwriting agreement dated May 25, 2011 (the “Underwriting Agreement”) with PL Capital Markets Private Limited (the “Underwriter”) for underwriting the Equity Shares offered through this Issue for a maximum amount up to Rs. 73.66 Million. In terms of the Underwriting Agreement, the Underwriters shall, except to the extent of the subscription by the Promoter - TACO to its entitlement of Equity shares in full (“Promoter Subscription”) and any subscription received from the Company’s public shareholders other than Promoter Subscription, be responsible for bringing in a shortfall, if any, at a price of Rs. 52 per Equity Share. The Company expects to complete the Allotment of Equity Shares within a period of 15 days from the date of closure of the Issue in accordance with the listing agreement with the BSE and NSE. The Company shall retain no oversubscription. Underwriting The Company has entered into an underwriting agreement dated May 25, 2011 (the “Underwriting Agreement”) with PL Capital Markets Private Limited (the “Underwriter”) for underwriting the Equity Shares offered through this Issue for a maximum amount up to Rs. 73.66 Million as given in the table below. In terms of the Underwriting Agreement, the Underwriters shall, except to the extent of the subscription by the Promoter - TACO to its entitlement of Equity shares in full (“Promoter Subscription”) and any subscription received from the Company’s public shareholders other than Promoter Subscription, be responsible for bringing in a shortfall, if any, at a price of Rs. 52 per Equity Share. Name and Address of the Underwriters

Indicative Number of Equity Shares Underwritten

Underwritten Amount (Rs. in Mn.)

PL Capital Markets Private Limited 14,16,464 73.66

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In the opinion of the Board of Directors, the resources of the Underwriters are sufficient to enable them to discharge its underwriting obligations in full. The Issue will become under-subscribed, if the number of shares applied for falls short of the number of shares offered, after considering the number of shares applied for as per the entitlement plus additional shares. If the Company does not receive minimum subscription of 90% of the Issue including devolvement of Underwriters, the entire subscription shall be refunded to the Applicants within fifteen days from the Issue Closing Date. If there is delay in the refund of subscription by more than 8 days after the Company becomes liable to pay the subscription amount, the Company will pay interest for the delayed period, at prescribed rates in sub-sections (2) and (2A) of Section 73 of the Act. Allotment / Refund Order The Company will issue and dispatch letters of Allotment/ share certificates/ demat credit advice and/or letters of regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within a period of 15 days from the date of closure of the Issue. If such money is not repaid within eight days from the day the Company becomes liable to pay it, the Company shall pay that money with interest as stipulated under section 73 of the Companies Act. Applicants residing at centers where clearing houses are managed by the Reserve Bank of India (RBI) will get refunds through ECS only (Electronic Clearing Service) except where Applicants are otherwise disclosed as applicable/eligible to get refunds through direct credit, NEFT and RTGS. In case of those shareholders who have opted to receive their Right Entitlement Shares in dematerialized form by using electronic credit under the depository system, an advice regarding the credit of the Equity Shares shall be given separately. Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode of credit of refund within 15 working days of closure of Issue. In case of those applicants who have opted to receive their Rights Entitlement in physical form, the Company will issue the corresponding share certificates under section 113 of the Companies Act or other applicable provisions, of any. All Allotment advice/letters of Allotment / refund orders will be dispatched by registered post / speed post to the sole / first applicant’s registered address. Such cheques or pay orders will be payable at par at all the centres where the applications were originally accepted and will be marked ‘A/c payee’ and would be drawn in the name of the sole / first applicant. Adequate funds would be made available to the Registrar to the Issue for the dispatch of refund orders. The Company shall ensure at par facility is provided for encashment of refund orders / pay orders at the places where applications are accepted. As regards allotment / refund to Non-residents, the following further conditions shall apply- In the case of Non Resident Equity Shareholders or applicants who remit their Application Money from funds held in NRE/FCNR Accounts, refunds and/or payment of interest or dividend and other disbursements, if any, shall be credited to such accounts, the details of which should be furnished in the CAF. Subject to the approval of the RBI, in case of Non Resident Equity Shareholders or applicants who remit their application money through Indian Rupee demand drafts purchased from abroad, refund and/or payment of dividend or interest and any other disbursement, shall be credited to such accounts and will be made after deducting bank charges or commission in US Dollars, at the rate of exchange prevailing at such time. The Bank will not be responsible for any loss on account of exchange rate fluctuations for conversion of the Indian Rupee amount into US Dollars. The Share Certificate(s) will be sent by registered post to the address in India of the Non Resident Equity Shareholders or applicants.

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The Letter of Offer/ Abridged Letter of Offer and the CAF shall be dispatched to only such Non Resident Equity Shareholders who have registered office address in India. Mode of payment of refund Applicants should note that on the basis of name of the applicants, Depository Participant’s name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Composite Application Form, the Registrar to the Issue will obtain from the Depositories, the applicant’s bank account details including nine digit MICR code. Hence, applicants are advised to immediately update their bank account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in credit of refunds to applicants at the applicant’s sole risk and neither the Lead Manager nor the Company shall have any responsibility and undertake any liability for the same. The payment of refund, if any, would be done through various modes in the following order of preference:

1. ECS - Payment of refund would be done through ECS for Investors having an account at any centre where such facility has been made available. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. The payment of refunds is mandatory for Investors having a bank account at the centers where ECS facility has been made available by the RBI (subject to availability of all information for crediting the refund through ECS), except where the Investor, being eligible, opts to receive refund through NEFT, direct credit or RTGS.

2. NEFT (National Electronic Fund Transfer) – Payment of refund shall be undertaken through NEFT

wherever the Investors’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Investors have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the Investors through this method. Our Company in consultation with the Lead Managers may decide to use NEFT as a mode of making refunds. The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject to operational\ feasibility, cost and process efficiency. In the event that NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed herein.

3. Direct Credit - Applicants having bank accounts with the Refund Banker(s), in this case being, HDFC

Bank Limited shall be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank(s) for the same would be borne by the Company.

4. RTGS - Investors desirous of taking direct credit of refund through RTGS, will have to provide the

IFSC code in the CAF. In the event the same is not provided, refund shall be made through ECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by our Company. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant.

5. For all other applicants, including those who have not updated their bank particulars with the MICR

code, the refund orders will be dispatched through Speed Post / Registered Post. Such refunds will be made by cheques, pay orders or demand drafts drawn on HDFC Bank Limited and payable at par.

Printing of Bank Particulars on Refund Orders As a matter of precaution against possible fraudulent encashment of refund orders due to loss or misplacement, the particulars of the applicant’s bank account are mandatorily required to be given for printing on the refund orders. Bank account particulars will be printed on the refund orders/refund warrants, which can then be deposited only in the account specified. In case the share held in demat mode, such bank account particulars

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will be obtained from the Depository. The Company will in no way be responsible if any loss occurs through these instruments falling into improper hands either through forgery or fraud. Interest in case of delay on allotment / dispatch The Company will issue and dispatch allotment advice / share certificates / demat credit and/ or letters of rejection along with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within a period of 15 days from the Issue Closing Date. If such money is not repaid within eight 8 days from the day the Company becomes liable to pay it, the Company shall pay that money with interest as stipulated under Section 73 of the Companies Act. Disposal of application and application money No receipt will be issued for the application moneys received. However, the Bankers to the Issue / Registrar to the Issue receiving the CAF / application on plain paper will acknowledge its receipt. In the event of shares not being allotted in full, the excess amount paid on application will be refunded to the applicant within 15 days of the Issue Closing date. In case an application is rejected in full, the whole of the application money received will be refunded. Wherever an application is rejected in part, the balance of application money, if any, after adjusting any money due on Equity Shares allotted, will be refunded to the applicant within 15 days from the close of the Issue in accordance with section 73 of the Act. Impersonation As a matter of abundant caution, attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68A of the Companies Act, 1956 which is reproduced below: “Any person who (a) makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares

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

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

Undertakings by the Company

1. The complaints received in respect of the Rights Issue shall be attended to by the Company expeditiously and satisfactorily.

2. All steps for completion of the necessary formalities for listing and commencement of trading at all

stock exchanges where the securities are to be listed shall be taken within 7 working days of finalization of basis of allotment.

3. The funds required for making refunds to unsuccessful applicants as per the modes disclosed in the

Letter of Offer/Letter of Offer shall be made available to the Registrar to the Issue by our Company. 4. Where refunds will be made through electronic transfer of fund, a suitable communication shall be sent

to the applicant within 15 working days of closure of the Issue giving details of the bank where refunds shall be credited along with the amount and expected date of electronic transfer of fund.

5. The certificates of the securities/ refund orders to the non-resident Indians shall be dispatched within the

specified time.

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6. No further issue of securities shall be made till the securities issued/ offered through the captioned Rights Issue are listed or till the application moneys are refunded on account of non-listing, under-subscription etc.

7. Adequate arrangement shall be made to collect all ASBA applications and to consider them similar to

Non-ASBA applications while finalizing the basis of allotment 8. The dispatch of Share Certificates / refund orders and demat credit shall be completed and the allotment

and listing documents will be submitted to the Stock Exchanges within two working days of finalization of Basis of Allotment.

9. The Company agrees that it shall pay interest @ 15% p.a. if the allotment is not made and / or the

refund orders are not dispatched to the investors within 15 days from the date of closure of the Issue for the period of delay beyond 15 days.

10. that the issuer shall apply in advance for the listing of equities shares to be allotted in this Issue.

Utilization of Issue Proceeds The Board of Directors declares that: a) all monies received out of issue of shares to public shall be transferred to a separate bank account. b) details of all monies utilized out of the issue referred to in clause (a) shall be disclosed under an appropriate

separate head in the balance sheet of the Company indicating the purpose for which such moneys has been utilized.

c) details of all unutilized monies out of the issue of shares referred to in clause (a) shall be disclosed under an appropriate separate head in the annual report of the Company indicating the form in which such unutilized moneys have been invested.

The funds received against this Issue will be kept in a separate bank account. Our Company will utilize the issue proceeds only after the basis of allotment is finalized in consultation with the Designated Stock Exchange. Important

i. Please read this Letter of Offer carefully before taking any action. The instructions contained in the accompanying Composite Application Form (CAF) are an integral part of the conditions of this Letter of Offer and must be carefully followed; otherwise the application is liable to be rejected.

ii. All enquiries in connection with this Letter of Offer or accompanying CAF and requests for Split

Application Forms must be addressed (quoting the Registered Folio Number/ DP and Client ID number, the CAF number and the name of the first Equity Shareholder as mentioned on the CAF and superscribed ‘ASAL - Rights Issue’ on the envelope) to the Registrar to the Issue at the following address:

Link Intime India Pvt. Ltd. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400 078 Tel: +91 22 2596 0320 Fax: +91 22 2596 0329 Email: asal.rights@linkintime.co.in Contact Person: Mr. Nilesh Chalke It is to be specifically noted that this Issue of Equity Shares is subject to the section entitled ‘Risk Factors’ on page no. xi of this Letter of Offer.

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The Issue will be kept open for atleast 15 days. In case it is extended, it will be kept open for a maximum of 30 days.

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MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION Capitalized terms used in this section have meaning that has been given to such terms in the Articles of Association of our Company. The main provisions of the Articles of Association of our Company are set forth below: SHARE CAPITAL

4. The Authorized Share Capital of the Company is as mentioned at Clause V of the Memorandum of Association of the Company.

Increase of capital

5. The Company may from time to time, by ordinary resolution increase its share capital by such sum, to be

divided into shares of such amount, as the resolution shall specify.

Further issue of capital

6 (1) Where at any time after the expiry of two years from the formation of the Company or at any time after the expiry of one year from the allotment of shares in the Company made for the first time after its formation, whichever is earlier the Board decides to increase the subscribed capital of the Company by allotment of further shares, then:- (i) subject to any directions to the contrary which may be given by the Company in General meeting and subject only to those directions, such further shares shall be offered to the persons who, at the date of the offer, are holders of the equity shares of the Company, in proportion as nearly as circumstances admit to the capital paid upon those shares at that date; (ii) the offer aforesaid shall be made by a notice specifying the number of shares offered and limiting a time not being less than fifteen days from the date of the offer within which the, if not accepted will be deemed to have been declined; (iii) unless the articles of the company otherwise provide, the offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce the shares offered to him or any of them in favour of any other person; and the notice referred to in clause (ii) shall contain a statement of this right; (iv) after the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given, if he declines to accept the shares offered the Board may dispose of them in such manner as it thinks most beneficial to the Company.

(2) Notwithstanding anything contained in clause (1) hereof the further shares therein referred to may be offered

to any persons [whether or not those persons include the persons referred to in clause (1)] in any manner whatever either:

(a) If a special resolution to that effect is passed by the Company in general meeting, or (b) Where no such special resolution is passed, if the votes cast (whether on show of hands or on poll, as

the case may be) in favour of the proposal contained in the resolution moved in that general meeting by members who, being entitled to do so, vote in person or, where proxies are allowed, by proxies exceed the votes, if any cast against the proposal by members so entitled and voting and the Central Government is satisfied, on an application made by the Board in this behalf that the proposal is most beneficial to the Company.

(3) Nothing in clause (1) and (2) of the Article shall apply to the increase of the subscribed capital caused by

exercise of option attached to debentures issued or loans raised by the Company or to subscribe for shares in the company in the cases permitted by sub-clause (b) of sub-section (3) of Section 81 of the Act.

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Buy Back of Shares

7. Subject to these articles and provisions of Sections 77A, 77AA, 77B and 217 (2B) of the Act and other

applicable provisions; if any; of the Act, the Company, may from time to time by special resolution, buy back its shares or other specified securities.

Consolidation and sub-division

8. The Company may, by ordinary resolution in general meeting; (a) consolidate and divide all or any of its capital into shares of larger amounts than its existing shares;

(b) sub-divide its shares or any of them, into shares of smaller amounts than originally fixed by the Memorandum, subject nevertheless to the provisions of the Act and these articles;

(c) cancel any share which, at the date of the passing of the resolution in that behalf, have not been taken or

agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

Reduction of capital

9. The Company may, by special resolution and on compliance with the provisions of Section 100 to 105 of the Act, reduce its share capital and any capital reserve fund or share premium account.

SHARES TO BE UNDER THE CONTROL OF THE BOARD

10. Subject to the provisions of these Articles and of the Act, the shares shall be under the control of the Directors, who may allot or otherwise dispose of the same to such persons, on such terms and conditions and at such time as they think fit and (subject to the provisions of Sections 78 and 79 of the Act), either at a premium or at par or at discount.

ACCEPTANCE OF SHARES 11. Any application signed by or on behalf of an applicant for shares in the Company, followed by allotment of

any shares therein, shall be an acceptance of shares within the meaning of these Articles; and every person who thus or otherwise accepts any shares and whose name is on the register shall, for the purposes of the Articles, be a member.

ISSUE OF REDEEMABLE PREFERENCE SHARES

12. (1) Subject to Section 80 and 80 A of the Companies Act, 1956, a company limited by shares may, issue preference shares which are, or at the option of the company are liable, to be redeemed.

(2) The Company may in a general meeting obtain consent of the Preference shareholders to modify the terms and condition of such issue.

VARIATION OF SHAREHOLDERS RIGHTS

13. (1) Where the share capital of a company is divided into different classes of shares, the rights attached to the shares of any class may be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class-

(a) if provision with respect to such variation is contained in the memorandum or articles of the

company, or

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(b) in the absence of any such provision in the memorandum or articles, if such variation is not

prohibited by the terms of issue of the shares of that class.

COMMISSIONS FOR PLACING SHARES AND BROKERAGE

14.(1) The Company may exercise the powers of paying commissions conferred by Section 76 of the Act, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed n the manner required by the Section.

(2) The commission may be satisfied by payment in cash or by allotment of fully or partly paid shares or

partly in one way and partly in the other.

(3) The Company may also, on any issue of shares, pay such brokerage as may be lawful. TITLE TO SHARES 15. If any share stands in the names of two or more persons, the person first named in the register of members shall, as regards receipt of dividends, the service of notices and subject to the provisions of these Articles, all or any other matter connected with the Company except the issue of share certificates, voting at meeting and the transfer of the share, be deemed the sole holder thereof. SHARE CERTIFICATE(S) Members right to certificates 16. (1 ) Every person whose name is entered as a member in the register of members shall be entitled to receive

within three months after allotment of any security or within two months after the application for registration of transfer of any security (or within such other period as the conditions of issue shall provide).

Certificate of shares under common seal

(2) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid up thereon.

Renewal and issue of duplicate share certificate

(3) A certificate may be renewed or a duplicate of a certificate may be issued if such certificate-

(a) is proved to have been lost or destroyed

(b) having been defaced or mutilated or torn is surrendered to the Company. Certificate to be delivered to first named holder

(4) In respect of any share or shares held jointly by several persons, the Company shall not be bound to issue

more than one certificate, and delivery of a certificate for a share to one of several Joint holders shall be sufficient delivery to all such holders.

Fees on certificates

(5) The Company agrees, that it will not charge any fees exceeding those which may be agreed upon with

the Stock Exchange, except where such sub-division is required to be made to comply with statutory provisions or an order of a competent court of law.

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Shares held by a Depository (6) Section 83 regarding numbering of shares, shall not apply to the shares held by a depository.

FRACTIONAL SHARES Conversion of fractional certificates into Share certificates

17. (a) The Company may issue such fractional certificates as the Board may approve in respect of any of the shares of the Company on such terms as the Board thinks fit, as to the period within which the fractional certificates are to be converted into share certificates.

Preferential allotment of one share against fractional share

(b) Shareholders entitled to fractional shares would be given preferential allotment of ONE additional

equity share each if they apply for additional equity share. Cash equivalent for fractional share

c) In case certificates including fractional shares are issued, the stockholder would receive one share and

the cash equivalent for the fractional share.

DEMATERIALISATION OF SECURITIES 18. Option to dematerialize securities (1) Notwithstanding anything contained in these Articles, the Company shall in accordance with the

provisions of the Depositories Act, 1996, SEBI Act, 1992 and other applicable provisions under other statues if any, be entitled to dematerialize its securities and to offer the same for subscription in a dematerialized form and on the same being done, the Company shall maintain a register of members/debenture holders holding shares/debentures both in materialand /or dematerialized form, in any media as permitted by law including any form of electronic media either in respect of existing shares or any future issue.

Option to shareholders

(2) Every person subscribing the securities offered by the Company shall have the option to receive security certificates or to hold the securities with a depository. Such a person who is a beneficial owner of the securities can at any time opt out of the depository, in respect of any security in the manner provided by the Depositories Act and the Company shall, in the manner and within the time prescribed, issue to the beneficial owner the required certificates of securities.

Rights of depositories and beneficial owners (3) Rights of Depositories and beneficial owners shall be as stated in the Companies Act, 1956,

Depositories Act, 1996, and as mentioned in the SEBI Act, 1992. LIEN

19. (1) The Company shall have a first and paramount lien;

(a) on every share (not being fully-paid share) for all monies (whether presently payable or not) called or payable at a fixed time or otherwise in respect of the shares, and

(b) on all shares (not being fully-paid share) standing registered in the name of one person or more, for

all monies payable presently or otherwise, payable by anyone or more of holders thereof or his or

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their estate.

The Company’s lien, if any, on a share shall extend to all dividend payable thereon. POWER OF SALE IN EXERCISE OF LIEN Enforcement of lien on shares

20. (1) The Company may sell, in such manner as the Board thinks fit, any share on which the Company has a lien provided that no sale shall be made:-

(a) unless a sum in respect of which the lien exists is presently payable; or (b) until the expiration of thirty days after a notice in writing demanding payment of such part of the

amount, in respect of which the lien exists as is presently payable, have been given to the registered holder for the time being of the share or the person entitled thereto by reason of his death or insolvency and stating that amount so demanded if not paid within the period specified at the Registered Office of the Company, the said shares shall be sold.

. Validity of sale under Article 21

(2) To give effect to any such sale, the Board may:

(i) authorize some person to transfer the shares sold to the purchaser thereof. (ii) The purchaser shall be registered as the shareholder of the shares comprised in any such

transfer. (iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his

title to the share be affected by any irregularity or invalidity in the proceedings in reference to the sale.

Application for proceeds of sale

(3) The proceeds of the sale shall be:

(a) received by the Company and applied in payment of the whole or a part of the amount in respect of which the lien exists as is presently payable.

(b) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the

shares at the date of sale, be paid to the person entitled to the shares at the date of the sale. CALLS ON SHARES

Notice of calls

21. (1) The Board may, from time to time:

(i) make calls upon the members in respect of money unpaid on their shares (whether on account of the nominal value of the shares or by way of premium)and not by the conditions of allotment thereof made payable at fixed times.

(ii) Each member shall, subject to receiving at least thirty days notice specifying the time or times and

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

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

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Calls to date from resolution

(2) A call shall be deemed to have been made at the time when the resolution of the Board authorizing the

call was passed. Liability of joint holders (3) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

When interest on call or installment payable (4) (1) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof,

the person from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual payment at such rate of interest as the Board may determine. Call money may be required to be paid by installments

(2) The Board shall be at liberty to waive payment of any such interest wholly or in part.

Amount payable of fixed times payable as calls

(5) (1) Any sum which by the terms of issue of a share become payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for purposes of these regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.

(2) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of

interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

Calls in advance

(6) Subject to the provisions of Section 92 and 292 of the Act, the Board:-

(a) may, if it thinks fit, receive from any member willing to advance all or any part of the money

uncalled and unpaid upon any shares held by him: and

(b) If it thinks fit, may pay interest upon all or any of the moneys advanced on uncalled and unpaid shares (until the same would but for such advance become presently payable) at such rate not exceeding, unless the Company in general meeting shall otherwise direct, 9% (nine percent) per annum or as may be prescribed by the Act, and as may be agreed upon between the Board and the members paying the sums or advances, money so paid in advance shall not confer a right to dividend or to participate in profits.

Proof on trial of suit for money due on shares (7) On the trial or hearing of any suit or proceedings brought by the Company against any member or his

representatives to recover any debt or money claimed to be due to the Company in respect of his share, it shall be sufficient to prove that the name of the defendant is or was, when the claim arose, on the Register of members of the Company as a holder or one of the holders of the number of shares in respect of which such claim is made and that the amount claimed is not entered as paid in the books of the Company and it shall not be necessary to prove the appointment of the Directors who resolved to make any call, nor that a quorum of Directors was present at the Board Meeting at which any call was resolved to be made, nor that the meeting at which any call was resolved to be made was duly convened or constituted nor any other matter, but the proof of the matters afore said shall be conclusive evidence of the debt.

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Part payment or any indulgence not to preclude forfeiture

(8) Neither the receipt by the Company of a portion of any money which shall, from time to time, be due

from any member to the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such money, shall, preclude the Company from hereafter proceeding to enforce a forfeiture of such shares as hereinafter provided.

TRANSFER OF SHARES Register of Transfer 22 (1) The Company shall keep a’ Register of Transfers’, and therein shall fairly and distinctly enter particulars

of every transfer or transmission of any share. . Form of Transfer

(2) The instrument of transfer of any share shall be in writing and in the form prescribed by the Act and

shall be duly stamped and delivered to the Company within the prescribed period.

To be executed by transferor and transferee (3) Every such instrument of transfer shall be executed both by the transferor and the transferee and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof.

Notice of transfer (4) The instrument of transfer shall be in writing and all the provisions of Section 108 of the Companies Act,

1956 and of any modification thereof for the time being shall be complied with in respect of all transfers of shares and registration thereof.

(5) Unless the Directors decide otherwise, when an instrument of transfer is tendered by the transferee,

before registering any such transfer, the Directors shall give notice by letter sent by registered post acknowledgment due to the registered holder that such transfer has been lodged and that unless objection is taken the transfer will be registered. If such registered holder fails to lodge an objection in writing at the office within twenty one days from the posting of such notice to him, he shall be deemed to have admitted the validity of the said transfer. Where no notice is received by the registered holder, the Directors shall be deemed to have decided not to give notice and in any event the non-receipt by the registered holder of any notice shall not entitle him to make any claim of any kind against the Company or the Directors in respect of such non-receipt.

Directors may refuse to register transfers (6) Subject to the provisions of Section 111 of the Act and Section 22A of the Securities Contracts

(Regulations) Act, 1956, the Board may on behalf of the Company and its own absolute and uncontrolled discretion and without assigning any reason refuse to register or acknowledge any transfer of shares or the transmission by operation of law of the rights to any shares or interest of a member of the Company, but in such case the Company shall, within one month from the date on which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to the Company, send notice of such refusal to the transferee and the transferor or to the person giving intimation of such transmission as the case may be, giving reasons for such refusal provided however that the registration of a share shall not be refused on the ground of the transferor being either alone or jointly with any other person or person indebted to the Company on any account whatsoever, except where the Company has a lien on the shares.

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Transfer to be presented with evidence of title (7) The Board may also decline to recognize any instrument of transfer unless -

(a) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such

other evidence as the Board may reasonably require to show the right of the transferor to make transfer; and

(b) the instrument is in respect of only one class of shares.

Destruction of expired share transfer forms

(8) All instruments of transfer which shall be registered shall be in common form as may be prescribed by

the Government or Stock Exchanges from time to time and shall be retained by the Company, but may be destroyed upon the expiration of such period as the Board may from time to time determine. Any instrument of transfer which the Board declines to register shall (except in any case of fraud) be returned to the person depositing the same.

Closure of transfer books (9) (a) the registration of transfers may be suspended at such times and for such periods as the Board may,

from time to time, determine, provided that such registration shall not be suspended for more than forty-five days in the aggregate in any year or for more than thirty days at any one time.

Waiver of fees There shall be no charge for:

(i) registration of shares or debentures; (ii) sub-division and/or consolidation of shares and debenture certificates and sub-division of

Letter of Allotment and split consolidation, renewal and pucca transfer receipts into denominations corresponding to the market unit of trading;

(iii) sub-division of renounceable Letters of Rights;

(iv) Issue of new certificates in replacement of those which are decrepit or worn out or where the

cages on the reverse for recording transfers have been fully utilized;

(v) registration of any Powers of Attorney, Letter of Administration and similar other documents. TRANSMISSION OF SHARES 23. (1) On the death of a member, the survivor or survivors where the member was a Joint holder and his legal

representative where he was a sole holder shall be the only person recognized by the Company as having any title to his interest in the shares.

(2) Nothing in clause (1) shall release the estate of a deceased Joint holder from any liability in respect of

any share which had been jointly held by him with other persons. . (3) Any person becoming entitled to a share in consequence of the death or insolvency of a member may,

upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided elect, either -

(a) to be registered himself as holder of the share; or

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(b) to make such transfer of the shares as the deceased or insolvent member could have made. (4) The Board shall, in either case, have the same right to decline or suspend registration as it would have

had, if the deceased or insolvent member had himself transferred the share before his death or insolvency.

(5) If the person so becoming entitled, shall elect to be registered as holder of the share himself, he shall

deliver or send to the Company a notice in writing signed by him stating that he so elects. (6) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer

of the share. (7) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the

registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice of transfer were a transfer signed by that member.

(8) On the transfer of the share being registered in his name a person becoming entitled to a share by reason

of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he was the registered holder of the share and that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company;

(9) Provided that the Board may, at any time, give notice requiring any such person to elect either to be

registered himself or to transfer the share and if the notice is not complied with within 90 (ninety) days, the Board may thereafter withhold payment of all dividends, bonus or other moneys payable in respect of the share, until the requirements of the notice have been complied with.

(10)The Company shall incur liability whatever in consequence of its registering or giving effect, to any

transfer of share made or purporting to be made by any apparent legal owner thereof (as shown or appearing in the register of members) to the prejudice of persons having or claiming any equitable right, title or interest to or in the said shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer and may have entered such notice or referred thereto, in any book of the Company, and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable right, title or interest or be under any liability for refusing or neglecting so to do, though it may have been entered or referred to in some book of the Company but the Company though not bound so to do, shall be at liberty to regard and attend to any such notice and give effect thereto if the Board shall so think fit.

FORFEITURE OF SHARES

24. (1) If a member fails to pay any call or installment of a call, on the day appointed for payment thereof, the Board may at any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice on him requiring payment of so much of the call or installment as is unpaid together with any interest which may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

(2) The notice aforesaid shall:-

(a) name a further day (not earlier than the expiry of 30 (thirty) days from the date of service of notice) on or before which the payment required by the notice is to be made; and

(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call was made, will be liable to be forfeited.

(3) If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the

notice has been given may, at any time, thereafter, before the payment required by the notice has been made,

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be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the date of forfeiture, which shall be the date on which the resolution of the Board is passed forfeiting the shares.

(4) (1) A forfeited share may be sold or otherwise disposed off on such terms and in such manner as the Board

thinks fit. (2) At any time before a sale or disposal, as aforesaid, the Board may annul the forfeiture on such terms as it

thinks fit. (5) (1) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares,

but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which, at date of forfeiture, were presently payable by him to the Company in respect of the shares together with interest thereon from the time of forfeiture until payment at the rate of 9% (nine) percent per annum or as may be prescribed by the Act, from time to time.

(2) The liability of such person shall cease if and when the Company shall have received payments in full of

all such money in respect of the shares. (6) (1) A duly verified declaration in writing that the declarer is a director or the secretary of the Company and

that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts stated therein stated as against all persons claiming to be entitled to the share.

(2) The Company may receive the consideration, if any, given for the share on any sale or disposal thereof

and may execute a transfer of the share in favour of the person to whom the share is sold or disposed off.

(3) The transferee shall thereupon be registered as the holder of the share.

(4) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

(7) The provisions of these regulations as to forfeiture shall apply, in the case of non-payment of any sum which,

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

(8) The forfeiture of a share shall involve the extinction of all interest in and also of all claims and demands

against the Company in respect of the share, and all other rights incidental thereto except only such of those rights as by these Articles are expressly saved.

(9) Upon any sale, after forfeiture or for enforcing a lien in purported exercise of powers hereinabove given, the

Board may appoint some person to execute an instrument of transfer of the shares sold and cause the purchaser’s name to be entered in this Register in respect of the shares sold and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money and after his name has been entered in the Register in respect of such shares, the validity, of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

(10) Upon any sale, re-allotment or other disposal under the provisions of these Articles relating to lien or to

forfeiture, the certificate or certificates originally issued in respect of the relative shares shall (unless the same shall on demand by the Company have been previously surrendered to it by the defaulting member) stand cancelled and become null and void and of no effect. When any shares, under the powers in that behalf herein contained are sold by the Board and the certificate in respect thereof has not been delivered up to the Company by the former holder of such shares, the Board may issue a new certificate for such shares distinguishing it in such manner as it may think fit, from the certificate not so delivered.

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(11) The directors may, subject to the provisions of the Act, accept from any member on such terms and

conditions as shall be agreed, a surrender of his shares or stock or any part thereof. CONVERSION OF SHARES INTO STOCK 25. The Company may, by an ordinary resolution:-

(a) convert any paid-up shares into stock; and

(b) reconvert any stock into paid-up shares of any denomination authorized by these regulations. (c) The holders of stock may transfer the same or any part thereof in the same manner as, and subject to

the same regulations under which, the shares from which the stock arose might before the conversion have been transferred or as near thereto as circumstances admit :

Provided the Board may, from time to time, fix the minimum amount of Stock transferable, so, however, that such minimum shall not exceed the nominal amount of the shares from which the stock arose.

(d) The holders of stock shall, according to the amount of stock held by them, have the same rights,

privileges and advantages as regard dividends voting and meeting of the Company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage.

(e) Such of the regulations of the Company (other than those relating to share warrants), as are

applicable to paid-up shares shall apply to stock and the words ‘share’ and ‘shareholders’ in those regulations shall include ‘stock’ and ‘stockholders’ respectively.

BORROWING POWERS 60. Subject to the provisions of sections 58A, 292 and 293 of the Act, the Directors may exercise all the powers

of the Company to borrow money and to mortgage or charge its undertaking, property (both present and future) and uncalled capital, or any part thereof and to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

61. The payment or repayment of moneys borrowed as aforesaid may be secured in such manner and upon such

terms and conditions in all respects as the Board may think fit and in particular by a resolution passed at a meeting of the Board (and not by circulation) by the issue of debenture or debenture stock of the Company, charged upon all or any of the property of the Company (both present and future), including its uncalled capital for the time being.

62. Any debentures, debenture-stock or other securities may be issued at a discount, premium or other wise, may

be made assignable free from any equities between the Company and person to whom the same may be issued and may be issued on the condition that they shall be convertible into shares of any authorized denomination, and with privileges and conditions as to redemption, surrender, drawings, allotment of shares, attending (but not voting) at general meetings, appointment of Directors and other wise, provided that debentures with the right to allotment of or conversion into shares shall not be issued except with the sanction of the Company in General meeting.

63. All cheques, promissory notes, drafts, bundles, bills of exchange and other negotiable instruments and all

receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person and in such manner as the Board may, from time to time, by resolution determine.

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DIVIDENDS AND RESERVES 66. How profits shall be divisible

(1) Subject to the rights of the members, entitled to shares (if any) with preferential or special rights attached thereto the profits of the Company which it shall from time to time be determined as to divide in respect of any year or other period shall be applied in payment of a dividend on the equity shares of Company but so that partly paid up share shall only entitle the holder with respect thereto to such proportion of the distribution upon a fully paid-up share as the amount paid thereon bears to the nominal amount of such share.

(2) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this

regulation as having been paid on the share. (3) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the

shares during any portion or portions of the period in respect of which the dividend is paid. Declaration of dividends

(4) The Company in General meeting may declare a dividend to be paid to the members according to their rights and interest in the profits and may fix the time for payment.

(5) No higher dividend shall be declared in General Meeting than is recommended by the Directors in Board Meeting but the Company may declare a lower dividend.

(6) No dividend shall be declared or paid otherwise than out of profits of the financial year arrived at after

providing for depreciation in accordance with the provisions of section 205 of the Act or out of the profits of the Company for any previous financial year or years arrived at after providing for depreciation in accordance with these provisions and remaining undistributed or out of both, provided that:

(a) if the Company has not provided for depreciation for any previous financial year or years, it shall,

before declaring or paying a dividend for any financial year, provide for such depreciation out of the profits of the financial year or out of the profits of any other previous financial year or years;

(b) if the Company has incurred any loss in any previous financial year or years the amount of the loss

or an amount which is equal to the amount provided for depreciation for that year or those years whichever is less shall be set off against the profits of the Company for the year for which the dividend is proposed to be declared or paid or against the profits of the Company for any previous financial year or years arrived at in both cases after providing for depreciation in accordance with the provisions of sub-section (2) of section 205 of the act or against both.

Ascertainment of amount available for dividend

(7) The Board may, before recommending any dividend, set aside out of the profits of the Company, such

sums, as it may think proper, as reserve or reserves which shall at the discretion of the Board, be applicable for any of the purposes to which the profits of the Company may be properly applied including provision for meeting contingencies or for equalising dividends, and pending such applications, may at the like discretion either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may, from time to time, think fit.

(8) The Board may also carry forward any profits which it may think prudent not to distribute as dividend,

without setting them aside as a reserve. What to be deemed dividends

(9) The declaration of the directors as to the amount of the profits of the Company shall be conclusive.

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Interim Dividends

(10) The Board may, from time to time, pay to the members such interim dividends as in their judgement the

position of the Company justifies.

Debts may be recovered (11) The Directors may retain dividends on which the Company has a lien and may apply the same in or towards

satisfaction of the debts, liabilities or engagements in respect of which the lien exists. Transfer must be registered

(12) A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the

transfer. Dividends in abeyance 13 (i) Where any instrument of transfer of shares has been delivered to the Company for registration and the

transfer of such shares has not been registered by the Company, it shall:

(ii) transfer the dividend in relation to such share to the special account referred to in Section 205A of the Companies Act, 1956 unless the Company is authorized by the registered holder of such shares in writing to pay such dividend to the transferee specified in such instrument of transfer, and

(iii) keep in abeyance in relation to such shares any offer of rights shares under clause (a) of Sub-section (1)

of Section 81 and any issue of fully paid up bonus shares in pursuance of Sub-section (3) of Section 205 of the Companies Act, 1956.

Dividends how to be remitted

14. (1) Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or

warrant sent through the post direct to the registered address of the holder or, in case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the first named holder or Joint holders may in writing direct.

(2) Every such cheque or warrant shall be made payable to the order of the person, to whom it is sent.

(3) No unclaimed dividend or unpaid dividends shall be forfeited and the same shall be dealt with in

accordance with the provisions of Section 205A, 205B and 206A or other provision if any of the Companies Act, 1956, as may be applicable from time to time.

15. Any one of two or more joint holders of a share may give effectual receipts for any dividends, bonus or

other moneys payable in respect of such share.

No member shall receive dividend whilst indebted to the Company and have right to reimbursement thereof.

16. No member shall be entitled to receive payment of any interest or dividend in respect of his share or shares,

whilst any money may be due or owing from him to the Company in respect of such share or shares or otherwise however either alone or jointly with any other person or persons and the Board may deduct from the interest or dividend payable to any member all sums of money so due from him to the Company.

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SECTION VIII: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The contracts mentioned below (not being contracts entered into in the ordinary course of business carried on by our Company) are or may be deemed to be material contracts. These contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of our Company situated at G-71/2, MIDC Industrial Area, Pune 411 026 from 11.00 a.m. to 2.00 p.m. on any working day from the date of the Letter of Offer until the Issue Closing Date. A. Material Contracts

1. Memorandum of Understanding dated April 13, 2010, between our Company and PL Capital Markets Private Limited.

2. Memorandum of Understanding dated January 28, 2010, between our Company and Link Intime India Private Limited, appointing them as Registrar to the Issue.

3. Underwriters Agreement dated May 25, 2011, between our Company and PL Capital Markets Private Limited.

4. Tripartite Agreement dated April 18, 2007 between our Company, Intime Spectrum Registry Limited (now known as Link Intime India Private Limited) and NSDL.

5. Tripartite Agreement dated March 20, 2007 between our Company, Intime Spectrum Registry Limited (now known as Link Intime India Private Limited) and CDSL.

B. Material Documents

1. Memorandum and Articles of Association of our Company, as amended till date. 2. Share Purchase Agreement dated February 13, 2007, entered into between TACO and Gestamp

Servicios, S.L. 3. Contract of Employment of CEO Mr. Vijay Bijlani dated January 27, 2009. 4. Copy of the Resolution u/s 81(1) of the Companies Act, 1956 passed by the Board of Directors in their

meeting held on October 23, 2009. 5. Consents from the Auditors, Lead Manager to the Issue, Registrar to the Issue, Legal Advisor to the

Issue, Bankers to the Issue, Bankers to our Company, Directors, Compliance Officer to include their names in the Letter of Offer and to act in their respective capacities.

6. Audit report by the statutory auditors of our Company dated March 3, 2011, included in the Letter of Offer.

7. Certificate dated March 3, 2011 from the statutory auditors of our Company detailing the tax benefits. 8. Annual Reports of our Company for the last five financial years. 9. Certified true copy of the minutes of the Annual General Meeting held on July 15, 2002, whereby the

shareholders of our Company had approved the proposal for issue of 12,000,000 12% Cumulative Redeemable Preference Shares on preferential allotment basis to TACO.

10. TACO’s letter dated May 16, 2011 consenting to extend the due date of redemption of 9,000,000 12% Cumulative Redeemable Preference Shares upto September 30, 2011.

11. Applications dated April 22, 2010 for in-principle listing approval addressed to all Stock Exchange(s).

12. Copy of the in-principle listing approval from Bombay Stock Exchange Limited and National Stock Exchange of India Limited for listing of Equity Shares arising from this Issue vide their letters dated June 01, 2010 and June 02, 2010 respectively.

13. SEBI Observation letter no. CFD/DIL/ISSUES/JAK/18622/2010 dated September 03, 2010 for the Issue.

14. Due Diligence certificate dated April 14, 2010 to SEBI issued by PL Capital Markets Private Limited as Lead Manager to the Issue.

15. Copy of the in-seriatim reply to SEBI observations filed by PL Capital Markets Private Limited as Lead Manager to the Issue vide letter dated April 5, 2011

16. Share Purchase Agreement dated December 02, 2010, entered into between TACO and Gestamp.

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DECLARATION

No statement made in this Letter of Offer contravenes any of the provisions of the Companies Act, 1956 and the rules made thereunder. All the legal requirements connected with the Issue as also the regulations, guidelines, instructions etc. issued by SEBI, Government and any other Competent Authority in this behalf, have been duly complied with. We further certify that all the statements in this Letter of Offer are true and correct.

Place: Pune Date: May 25, 2011