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DRAFT LETTER OF OFFER Dated August 21, 2007 For Equity Shareholders of the Company only TATA STEEL LIMITED (Originally incorporated on August 26, 1907 under the Indian Companies Act, 1882 as The Tata Iron and Steel Company Limited and name was changed to Tata Steel Limited with effect from August 12, 2005) Registered Office: Bombay House, 24 Homi Mody Street, Fort, Mumbai 400 001, Maharashtra, India Tel. no. (91 22) 66658282 Fax no. (91 22) 66657724 Contact Person: Mr. J. C. Bham, Company Secretary and Compliance Officer, E-mail: [email protected]; Website: www.tatasteel.com FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY DRAFT LETTER OF OFFER SIMULTANEOUS BUT UNLINKED ISSUE OF 121,794,571 EQUITY SHARES OF RS. 10 EACH AT A PREMIUM OF RS. 290 PER EQUITY SHARE AGGREGATING RS. 36,538 MILLION TO THE EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF 1 EQUITY SHARES FOR EVERY 5 EQUITY SHARES HELD ON THE RECORD DATE I.E. [Š] AND [Š] CUMULATIVE COMPULSORILY CONVERTIBLE PREFERENCE SHARES OF THE FACE VALUE RS. 100 EACH AT A PRICE OF RS. 100 EACH IN THE RATIO OF [Š] CUMULATIVE COMPULSORILY CONVERTIBLE PREFERENCE SHARE FOR EVERY [Š] EQUITY SHARES HELD ON THE RECORD DATE (“ISSUE”) NOT EXCEEDING RS. 60,000 MILLION. THE ISSUE PRICE FOR EQUITY SHARES IS 30 TIMES OF THE FACE VALUE OF THE EQUITY SHARE. TOTAL ISSUE OF EQUITY SHARES AND PREFERENCE SHARES WOULD AGGREGATE Rs. [Š] MILLION GENERAL RISKS Investments in equity and equity related securities involve a high degree of risk and Investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in relation to this Issue. For taking an investment decision, Investors must rely on their own examination of the Issuer and the Issue 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. Investors are advised to refer to “Risk Factors” on page 5 of this Draft 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 Draft Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in this Draft Letter of Offer is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other material facts, the omission of which makes this Draft Letter of Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The existing Equity Shares of the Company are listed on The Bombay Stock Exchange Limited (“BSE”), The National Stock Exchange of India Limited (“NSE”) and the Calcutta Stock Exchange Association Limited (“CSE”). The Company has received “in-principle” approvals from BSE and NSE for listing the Equity Shares arising from this Issue vide letters dated [Š] and [Š] respectively. For the purposes of the issue, the Designated Stock Exchange shall be [Š]. LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE JM Financial Consultants Private Limited 141, Maker Chamber III Nariman Point, Mumbai 400 021, India Tel: (91 22) 6630 3030 Fax: (91 22) 2202 8224 Email: [email protected] Website: www.jmfinancial.in Contact Person: Mr. Mayank Jain/ Mr. Vikas Kothari Citigroup Global Markets India Private Limited 12th Floor, Bakhtawar 229, Nariman Point, Mumbai 400 021, India Tel. : (91 22) 6631 9999 Fax. : (91 22) 6631 9803 Email: [email protected] Website: www.citibank.co.in Contact Person: Mr. Pankaj Jain DSP Merrill Lynch Limited Mafatlal Center, 10th Floor, Nariman Point, Mumbai 400 021, India Tel. : (91 22) 6632 8000 Fax. : (91 22) 2204 8518 Email: [email protected] Website: www.dspml.com Contact Person: Mr. Aseem Goyal Intime Spectrum Registry Limited C 13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai 400 078 Tel: (91 22) 2596 0320 Fax: (91 22) 2596 0329 Email: [email protected] Contact Person: Mr. S. Ramanujam ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR SPLIT APPLICATION FORMS ISSUE CLOSES ON [Š] [Š] [Š]

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  • DRAFT LETTER OF OFFERDated August 21, 2007

    For Equity Shareholders of the Company only

    TATA STEEL LIMITED(Originally incorporated on August 26, 1907 under the Indian Companies Act, 1882 as The Tata Iron and Steel Company

    Limited and name was changed to Tata Steel Limited with effect from August 12, 2005)Registered Office: Bombay House, 24 Homi Mody Street, Fort, Mumbai 400 001, Maharashtra, India

    Tel. no. (91 22) 66658282 Fax no. (91 22) 66657724 Contact Person: Mr. J. C. Bham, Company Secretary and ComplianceOfficer, E-mail: [email protected]; Website: www.tatasteel.com

    FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY ONLY

    DRAFT LETTER OF OFFER

    SIMULTANEOUS BUT UNLINKED ISSUE OF 121,794,571 EQUITY SHARES OF RS. 10 EACH AT A PREMIUM OF RS. 290 PER EQUITYSHARE AGGREGATING RS. 36,538 MILLION TO THE EQUITY SHAREHOLDERS ON RIGHTS BASIS IN THE RATIO OF 1 EQUITYSHARES FOR EVERY 5 EQUITY SHARES HELD ON THE RECORD DATE I.E. [] AND [] CUMULATIVE COMPULSORILYCONVERTIBLE PREFERENCE SHARES OF THE FACE VALUE RS. 100 EACH AT A PRICE OF RS. 100 EACH IN THE RATIO OF []CUMULATIVE COMPULSORILY CONVERTIBLE PREFERENCE SHARE FOR EVERY [] EQUITY SHARES HELD ON THE RECORDDATE (ISSUE) NOT EXCEEDING RS. 60,000 MILLION. THE ISSUE PRICE FOR EQUITY SHARES IS 30 TIMES OF THE FACE VALUEOF THE EQUITY SHARE. TOTAL ISSUE OF EQUITY SHARES AND PREFERENCE SHARES WOULD AGGREGATE Rs. [] MILLION

    GENERAL RISKS

    Investments in equity and equity related securities involve a high degree of risk and Investors should not invest any funds in this Issue unless they can affordto take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in relation to thisIssue. For taking an investment decision, Investors must rely on their own examination of the Issuer and the Issue including the risks involved. The securitieshave not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of thisdocument. Investors are advised to refer to Risk Factors on page 5 of this Draft Letter of Offer before making an investment in this Issue.

    ISSUERS ABSOLUTE RESPONSIBILITY

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

    LISTING

    The existing Equity Shares of the Company are listed on The Bombay Stock Exchange Limited (BSE), The National Stock Exchange of India Limited(NSE) and the Calcutta Stock Exchange Association Limited (CSE). The Company has received in-principle approvals from BSE and NSE for listingthe Equity Shares arising from this Issue vide letters dated [] and [] respectively. For the purposes of the issue, the Designated Stock Exchange shall be [].

    LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE

    JM Financial Consultants PrivateLimited141,Maker Chamber IIINariman Point,Mumbai 400 021, IndiaTel: (91 22) 6630 3030Fax: (91 22) 2202 8224Email: [email protected]: www.jmfinancial.inContact Person: Mr. Mayank Jain/Mr. Vikas Kothari

    Citigroup Global Markets IndiaPrivate Limited12th Floor, Bakhtawar229, Nariman Point,Mumbai 400 021, IndiaTel. : (91 22) 6631 9999Fax. : (91 22) 6631 9803Email: [email protected]: www.citibank.co.inContact Person: Mr. Pankaj Jain

    DSP Merrill Lynch LimitedMafatlal Center, 10th Floor,Nariman Point,Mumbai 400 021, IndiaTel. : (91 22) 6632 8000Fax. : (91 22) 2204 8518Email: [email protected]: www.dspml.comContact Person: Mr. AseemGoyal

    Intime Spectrum Registry LimitedC 13, Pannalal Silk Mills Compound,LBS Marg, Bhandup (West),Mumbai 400 078Tel: (91 22) 2596 0320Fax: (91 22) 2596 0329Email: [email protected] Person:Mr. S. Ramanujam

    ISSUE PROGRAMME

    ISSUE OPENS ONLAST DATE FOR REQUEST FOR

    SPLIT APPLICATION FORMS ISSUE CLOSES ON

    [] [] []

  • TABLE OF CONTENTS

    I. ABBREVIATIONS & TECHNICAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

    II. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

    III. THE ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

    IV. SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

    V. GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

    VI. CAPITAL STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

    VII. OBJECTS OF THE ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

    VIII. BASIS FOR ISSUE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

    IX. STATEMENT OF TAX BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

    X. INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

    XI. BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

    XII. REGULATIONS AND POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

    XIII. HISTORY AND CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

    XIV. DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

    XVI. MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101

    XVII. PROMOTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117

    XVIII. GROUP COMPANIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121

    XIX. SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134

    XX. JOINT VENTURE COMPANIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182

    XXI. RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 187

    XXII. AUDITORS REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190

    XXIII. CONSOLIDATED FINANCIAL STATEMENTS OF CORUS GROUP LIMITED . . . . . . . . . . . . F-1

    XXIV. STOCK MARKET DATA FOR EQUITY SHARES OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . 193

    XXV. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194

    XXVI. MATERIAL DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 217

    XXVIII. DESCRIPTION OF CERTAIN INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 221

    XXIX. OUTSTANDING LITIGATION AND DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 225

    XXX. STATUTORY AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 307

    XXXI. TERMS OF THE PRESENT ISSUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 318

    XXXII. MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 335

    XXXIII. MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION . . . . . . . . . . . . . . . . . . . . . . . 348

    XXXIV. DECLARATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 349

  • OVERSEAS SHAREHOLDERS

    The distribution of this Draft Letter of Offer and the issue of Equity Shares and Cumulative CompulsorilyConvertible Preference Shares on a rights basis to persons in certain jurisdictions outside India may be restrictedby legal requirements prevailing in those jurisdictions. Persons into whose possession this Draft Letter of Offermay come are required to inform themselves about and observe such restrictions. The Company is making thisissue of Equity Shares and Cumulative Compulsorily Convertible Preference Shares on a rights basis to theshareholders of the Company 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 forthat purpose, except that this Draft Letter of Offer has been filed with SEBI for observations and SEBI has givenits observations. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly orindirectly, and this Draft Letter of Offer may not be distributed in any jurisdiction outside of India. Receipt ofthis Draft Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to makesuch an offer and, those circumstances, this Draft Letter of Offer must be treated as sent for information only andshould not be copied or redistributed. No person receiving a copy of this Draft Letter of Offer in any territoryother than in India may treat the same as constituting an invitation or offer to him, nor should he in any event usethe CAF. The Company will not accept any CAF where the address as indicated by the applicant is not an Indianaddress. Accordingly, persons receiving a copy of this Draft Letter of Offer should not, in connection with theissue of Equity Shares or the rights entitlements, distribute or send the same in or into the United States or anyother jurisdiction where to do so would or might contravene local securities laws or regulations. If this DraftLetter of Offer is received by any person in any such territory, or by their agent or nominee, they must not seek tosubscribe to the Equity Shares or the rights entitlements referred to in this Draft Letter of Offer.

    Neither the delivery of this Draft Letter of Offer nor any sale hereunder, shall under any circumstances create anyimplication that there has been no change in the Companys affairs from the date hereof or that the informationcontained 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 ProspectusDirective at any relevant time (each, a Relevant Member State) the Company has not made and will not makean offer of the Equity Shares to the public in that Relevant Member State prior to the publication of a prospectusin relation to the Equity Shares which has been approved by the competent authority in that Relevant MemberState or, where appropriate, approved in another Relevant Member State and notified to the competent authorityin that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effectfrom and including the Relevant Implementation Date, make an offer of Equity Shares to the public in thatRelevant Member State at any time:

    (a) to legal entities which are authorised or regulated to operate in the financial markets or, if not soauthorised or regulated, whose corporate purpose is solely to invest in securities;

    (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the lastfinancial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover ofmore than 50,000,000, as shown in its last annual or consolidated accounts; or

    (c) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuantto Article 3 of the Prospectus Directive.

    For the purpose of this provision, the expression an offer of Equity Shares to the public in relation to anyEquity Shares in any Relevant Member State means the communication in any form and by any means ofsufficient information on the terms of the offer and the Equity Shares to be offered so as to enable an investor todecide to purchase or subscribe for the Equity Shares, as the same may be varied in that Member State by anymeasure implementing the Prospectus Directive in that Member State and the expression Prospectus Directivemeans Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

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

    i

  • United Kingdom Restrictions

    This document is only being distributed to and is only directed at (i) persons who are outside the UnitedKingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and MarketsAct 2000 (Financial Promotion) Order 2005 (the Order) or (iii) high net worth entities, and other persons towhom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such personstogether 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 itscontents.

    NO OFFER IN THE UNITED STATES

    The rights and the shares of the Company have not been and will not be registered under the United StatesSecurities Act of 1933, as amended (the Securities Act), or any U.S. state securities laws and may not beoffered, sold, resold or otherwise transferred within the United States of America or the territories or possessionsthereof (the United States or U.S.) or to, or for the account or benefit of, U.S. Persons (as defined inRegulation S under the Securities Act (Regulation S)), except in a transaction exempt from the registrationrequirements of the Securities Act. The rights referred to in this Draft Letter of Offer are being offered in India,but not in the United States. The offering to which this Draft Letter of Offer relates is not, and under nocircumstances is to be construed as, an offering of any shares or rights for sale in the United States or as asolicitation therein of an offer to buy any of the said shares or rights. Accordingly, this Draft Letter of Offer andthe 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 a subscription or renunciationfrom any person, or the agent of any person, who appears to be, or who the Company or any person acting onbehalf of the Company has reason to believe is, in the United States. Envelopes containing a CAF should not bepostmarked in the United States or otherwise dispatched from the United States, and all persons subscribing forEquity Shares and wishing to hold such shares in registered form must provide an address for registration of theEquity Shares in India. The Company is making this issue of Equity Shares on a rights basis to the shareholdersof the Company who have an Indian address. Any person who acquires rights or Equity Shares will be deemed tohave declared, warranted and agreed, by accepting the delivery of this Draft Letter of Offer, that it is not and thatat the time of subscribing for the Equity Shares or the rights entitlements, it will not be, in the United States.

    The Company reserves the right to treat as invalid any CAF which: (i) appears to the Company or its agents tohave been executed in or dispatched from the United States; (ii) does not include the relevant certification set outin the CAF headed Overseas Shareholders to the effect that the person accepting and/or renouncing the CAFdoes not have a registered address (and is not otherwise located) in the United States; or (iii) where the Companybelieves acceptance of such CAF may infringe applicable legal or regulatory requirements; and the Companyshall not be bound to allot or issue any Equity Shares or rights entitlement in respect of any such CAF.

    The Company is informed that there is no objection to a United States shareholder selling its rights in India.Rights may not be transferred or sold to any U.S. Person.

    ii

  • PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA

    Unless stated otherwise, the financial data in this Draft Letter of Offer is derived from the Companysconsolidated financial statements and has been prepared in accordance with Indian GAAP. On April 2, 2007, theCompany completed its acquisition of Corus. Therefore, the consolidated financial statements of the Companyfor the year ending March 31, 2007 do not include the financial statements of Corus. The Companys currentfiscal year commenced on April 1, 2007 and ends on March 31, 2008. Additionally, the financial data withrespect to Corus is presented under UK GAAP for financial years ending December 28, 2002 and January 3,2004 and presented under International Financial Reporting Standards as adopted by EU (IFRS) for financialyears ending January 1, 2005, December 31, 2005 and December 30, 2006. The consolidated financial statementsof Corus, as set out on page F-1 of this Draft Letter of Offer, have been extracted from the annual reports ofCorus and have not been prepared in connection with or for the purpose of this Issue. Any references to pages ofsuch annual reports which have not been included as a part of the consolidated financial statements of Corusreproduced herein from the annual reports of Corus may be referred to in the annual reports of Corus which arepublicly available.

    In this Draft Letter of Offer, any discrepancies in any table between the total and the sums of the amounts listedare due to rounding-off, and unless otherwise specified, all financial numbers in parentheses represent negativefigures.

    For definitions, please see the section titled Abbreviations and Technical Terms on page 1 of this Draft Letterof Offer. All references to India contained in this Draft Letter of Offer are to the Republic of India, allreferences to the US or the U.S. or the USA, or the United States are to the United States of America,and all references to UK or the U.K. are to the United Kingdom. All references to Rupees, INR or Rs.are to Indian Rupees, the official currency of the Republic of India, all references to USD are to United StatesDollars, the official currency of the United States of America, all references to GBP or are to Great BritainPounds, the official currency of the United Kingdom and all references to EURO or are to the officialcurrency of the European Union.

    Unless stated otherwise, industry data used throughout this Draft Letter of Offer has been obtained from industrypublications. Industry publications generally state that the information contained in those publications has beenobtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed andtheir reliability cannot be assured. Although the Company believes that industry data used in this Draft Letter ofOffer is reliable, it has not been independently verified.

    iii

  • EXCHANGE RATES

    The following table sets forth, for the periods indicated, information with respect to the exchange rate betweenthe rupee and the British pound sterling (in rupees per British pound) based on the noon Reference Rate of theReserve Bank of India. The exchange rate as at August 8, 2007 was Rs. 81.85 = GBP 1.00 No representation ismade that the rupee amounts actually represent such British pound amounts or could have been or could beconverted into British pounds at the rates indicated, any other rate or at all.

    Rupee and British Pounds Exchange Rates

    Year ended March 31, Period End Average(1) High Low

    2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74.92 74.84 79.03 69.962004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79.60 77.74 85.83 71.822005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82.09 82.95 86.08 77.942006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77.80 79.02 83.94 75.562007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85.53 85.72 88.77 77.15

    Month Period End Average High Low

    January 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86.66 86.73 87.61 85.79February 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86.96 86.51 87.01 86.00March 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85.53 85.60 86.62 84.71April 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82.30 83.83 85.36 81.69May 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80.43 80.89 82.02 80.08June 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81.63 80.98 81.81 80.21July 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82.03 82.18 83.08 81.23

    Source: Reserve Bank of India.(1) Based on the average of the noon buying rate for each day in the relevant period.

    The following table sets forth, for the periods indicated, information with respect to the exchange rate betweenthe rupee and the Singapore dollar (in rupees per Singapore dollar). The exchange rate as at August 8, 2007 wasRs. 26.91 = SGD 1.00. No representation is made that the rupee amounts actually represent such Singapore dollaramounts or could have been or could be converted into Singapore dollars at the rates indicated, any other rate orat all.

    Rupee and Singapore Dollars Exchange Rates

    Year ended March 31, Period End Average High Low

    2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.91 27.37 28.13 26.432004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.03 26.56 27.41 25.952005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.50 26.81 27.53 25.992006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.57 26.63 27.67 25.632007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.49 28.88 29.68 27.49

    Month Period End Average High Low

    January 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.70 28.80 29.12 28.59February 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.91 28.75 28.91 28.63March 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.49 28.77 29.13 28.07April 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.21 27.81 28.35 26.96May 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.65 26.90 27.36 26.65June 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.38 26.61 26.92 26.38July 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.66 26.46 26.80 26.24

    Source: Bloomberg

    iv

  • The following table sets forth, for the periods indicated, information with respect to the exchange rate betweenthe rupee and the American dollar (in rupees per American dollar). The exchange rate as at August 8, 2007 wasRs. 40.53 = USD 1.00. No representation is made that the rupee amounts actually represent such American dollaramounts or could have been or could be converted into American dollars at the rates indicated, any other rate orat all.

    Rupee and American Dollars Exchange Rates

    Year ended March 31, Period End Average High Low

    2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47.47 48.40 49.05 47.472004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.60 45.94 47.47 43.602005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.75 44.93 46.47 43.422006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.62 44.27 46.31 43.182007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.47 45.25 47.00 43.05

    Month Period End Average High Low

    January 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.16 44.30 44.57 44.16February 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.27 44.16 44.27 44.06March 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.47 44.00 44.68 43.05April 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.19 42.19 43.29 40.88May 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.57 40.79 41.43 40.49June 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.70 40.78 41.16 40.52July 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.44 40.42 40.66 40.24

    Source: Bloomberg

    v

  • SUMMARY OF CERTAIN DIFFERENCES BETWEEN IFRS AND INDIAN GAAP

    No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    1 lAS 1, Presentation ofFinancial StatementsComponents of financialstatements

    The requirements for thepresentation of financialstatements, the guidelines fortheir structure and content areset out in lAS. A complete setof financial statements underIFRS comprises: (a) balancesheet; (b) income statement;(c) cash flow statement; (d)statement of changes inequity; and (d) notesincluding summary ofaccounting policies andexplanatory notes.

    AS- 1 The requirements for thepresentation of financialstatements are set out inSchedule VI to theCompanies Act and theAccounting Standards(collectively referred to asIndian GAAP) issued by theInstitute of CharteredAccountants of India. Exceptfor statement of changes inequity, all the otherstatements required by IFRScomprise a complete set offinancial statements underIndian GAAP.

    2 lAS 1, Presentation ofFinancial StatementsFairpresent at/on

    Fair presentation requiresfaithful representation of theeffects of the transactions,other events and conditions inaccordance with thedefinitions of and recognitioncriteria for assets, liabilities,income and expenses set outin the Framework. Inextremely rare circumstancesin which managementconcludes that compliancewith requirements of aStandard or Interpretation isso misleading, it may departfrom the Standard or theInterpretation. Reasons fordeparture and why applicationof the Standard or theInterpretation would havebeen misleading and thefinancial impact of applyingthe standard is required to bedisclosed.

    AS- 1 Fair presentation requirescompliance to the applicablerequirements of theCompanies Act, applicationof the qualitativecharacteristics of theAccounting StandardsFramework. Departures fromAccounting Standards orCompanies Act are prohibitedunless permitted by otherregulatory framework forexample, the InsuranceRegulatory and DevelopmentAuthority.

    3 lAS 1, Presentation ofFinancial StatementsComparative Information

    Nature and amount of eachitem or class of items aredisclosed. If it isimpracticable to reclassifythen the reason for notreclassifying and the nature ofthe adjustment that wouldhave been made if theamounts had been reclassifiedneeds to be stated.

    No specific requirement. Inpractice, an explanatory noteis included whencomparatives are disclosedwithout identifying the natureor amount of the itemsreclassified.

    vi

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    4 lAS 1, Presentation ofFinancial StatementsBalance sheet

    An entity is required topresent current and non-current assets, and current andnon-current liabilities, asseparate classification on theface of the balance sheetexcept when a presentationbased on liquidity providesinformation that is morereliable and is more relevant.Specific line itemrequirements are set out inlAS 1.

    The Companies Act or otherrelevant statutes prescribe theform and content of balancesheet. These statutes specifythe order in which the itemsare presented and the relateddisclosure. The balance sheetis neither classified intocurrent and non-current and isnot in order of liquidity.

    5 lAS 1, Presentation ofFinancial StatementsClassification of financialliabilities under refinancingarrangements

    Non-current if the agreementto refinance or reschedulepayments on a long-termbasis is completed before thebalance sheet date.

    There is no guidance underIndian GAAP. Generally, notdisclosed as payable withintwelve months after thebalance sheet date if theagreement to refinance orreschedule payments iscompleted after the balancesheet date and before the dateof issue of financialstatements.

    6 lAS 1, Presentation ofFinancial StatementsClassification of financialliabilities on breach ofundertaking

    Non-current if the lender hasagreed by the balance sheetdate to provide a period ofgrace of minimum twelvemonths after the balance sheetwithin which the breach canbe rectified and the lendercannot demand immediaterepayment.

    There is no guidance underIndian GAAP. Generally, notdisclosed as payable withintwelve months of the balancesheet date if the lender hasagreed after the balance sheetdate and before theauthorisation of the financialstatements not to demandimmediate repayment.

    7 lAS 1, Presentation ofFinancial StatementsPresentation of incomestatement

    An analysis of expenses ispresented using aclassification based on eitherthe nature of expenses or theirfunction whichever providesinformation that is reliableand more relevant.

    Profit or loss attributable tominority interests and equityholders of the parent aredisclosed on the face of theincome statement asallocations of profit or lossfor the period,

    Schedule VI requires onlypermits an analysis ofexpense by nature. Profit orloss attributable to minorityinterests is disclosed asdeduction from the profit orloss for the period as an itemof income or expense.

    8 lAS 1, Presentation ofFinancial StatementsStatement of changes inequity

    A statement of changes inequity is presented showingthe profit or loss for theperiod, items of income andexpense recognised directly inequity and the total incomeand expense for the period.

    AS-1 A statement of changes inequity is not required.

    vii

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    The amounts attributable tothe parent and minorityinterest are shown separately.

    9 lAS 1, Presentation ofFinancial StatementsExtraordinary items

    Presentation of any items ofincome or expense asextraordinary is prohibited.

    AS-5 Extraordinary items aredisclosed separately in theprofit and loss account andare included in determinationof net profit or loss.

    Items of income or expense tobe disclosed as extraordinaryshould be distinct from theordinary activities and isdetermined by the nature ofthe event or transaction inrelation to the businessordinarily carried out by anentity.

    10 lAS 1, Presentation ofFinancial StatementsReclassification

    When comparative amountsare reclassified, nature,amount and reason forreclassification are disclosed.

    A statement is made infinancial statements thatcomparative amounts havebeen reclassified to conformto presentation in the currentperiod without additionaldisclosures for the nature,amount and reason fordisclosure.

    11 lAS 2, Inventories, Deferredsettlement terms

    Difference between thepurchase price of inventoriesfor normal credit terms andthe amount paid for deferredsettlement terms is recognisedas interest expense.

    AS-2 Inventories purchased ondeferred settlement terms arenot explicitly dealt with in theaccounting standard oninventories.

    The cost of inventoriesgenerally will be the purchaseprice for deferred credit termsunless the contract statesinterest payable for deferredterms.

    12 lAS 2, Inventories, Netrealisable value

    A new assessment of netrealisable value is required tobe made in each subsequentperiod.

    Write-down of inventory isreversed if circumstances thatpreviously caused inventoriesto be written down below costno longer exist or when thereis clear evidence of anincrease in the net realisablevalue because of changeseconomic circumstances.

    AS-2 It is unclear whether reversalof a write-down of inventoryis permitted if circumstancesthat previously causedinventories to be writtendown below cost no longerexist or when there is clearevidence of an increase in thenet realisable value becauseof changes economiccircumstances.

    13 lAS 3, Cash FlowStatementBank overdrafts

    Included if they form anintegral part of an entityscash management. Usually,these bank balances oftenfluctuate from being positiveto overdrawn.

    AS-3 Bank overdrafts areconsidered to be financingactivities.

    viii

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    14 lAS 3, Cash FlowStatementCash flows fromextraordinary items

    As presentation of items asextraordinary are notpermitted in accordance withlAS 1, cash flow statementdoes not reflect any items ofcash flow as extraordinary.

    AS-3 Cash flows from itemsdisclosed as extraordinary areclassified as arising fromoperating, investing orfinancing activities andseparately disclosed.

    15 lAS 3, Cash FlowStatementInterest anddividend

    Maybe classified asoperating, investing orfinancing activities in amanner consistent fromperiod to period.

    AS-3 Interest and dividendsreceived are required to beclassified as investingactivities. Interest anddividends paid are required tobe classified as financingactivities.

    16 lAS 8, Accounting Policies,Changes in AccountingEstimates and ErrorsChanges in accountingpolicies

    Retrospective application ofchanges in accountingpolicies is done by adjustingthe opening balance of theaffected component of equityfor the earliest prior periodpresented and the othercomparative amounts for eachperiod presented as if the newaccounting policy was alwaysapplied. If retrospectiveapplication is impracticablefor a particular prior period,or for period before thosepresented, the circumstancesthat led to the existence ofthat condition and adescription of how and fromwhen the change inaccounting policy has beenapplied needs to be stated.

    AS-5 Changes in accountingpolicies are not appliedretrospectively. Thecumulative impact arisingfrom such change is made inthe financial statements in theperiod of change. If theimpact of the change is notascertainable, this should bedisclosed.

    17 lAS 8, Accounting Policies,Changes in AccountingEstimates and ErrorsChanges in accountingestimates

    Applied prospectively byincluding in the profit andloss account in the period ofchange and if it affects futureperiods, in the profit and lossaccount of those periods.

    AS-5 Similar to IFRS

    18 lAS 8, Accounting Policies,Changes in AccountingEstimates and ErrorsErrors

    Material prior year errors arecorrected retrospectively byrestating the comparativeamounts for prior periodspresented in which the erroroccurred or if the erroroccurred before the earliestperiod presented, by restatingthe opening balances ofassets, liabilities, and equityfor the earliest periodpresented.

    AS-5 Material prior year errors areincluded in determination ofprofit or loss in the period inwhich the error is discoveredand presented in the profitand loss.

    19 lAS 8, Accounting Policies,Changes in AccountingEstimates and ErrorsNewaccounting pronouncements

    New accountingpronouncements that havebeen issued but not effectiveon the balance sheet date are

    Not required.

    ix

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    disclosed. Known orreasonably estimableinformation relevant toassessing the possible impactof the new accountingpronouncements on initialapplication on the financialstatements is disclosed.

    20 lAS 10, Events after balancesheet dateDividends

    Liability for dividendsdeclared to holders of equityinstruments are recognised inthe period when declared.

    AS-4 Dividends are recognised asan appropriation from profitsand recorded as liability at thebalance sheet date, ifproposed or declaredsubsequent to the reportingperiod but before approval ofthe financial statements.

    21 lAS 12, Income TaxesRecognition of deferredliabilities

    Deferred income taxes arerecognised for all taxabletemporary differencesbetween accounting and taxbase of assets and liabilitiesexcept to the extent whicharise from (a) initialrecognition of goodwill or (b)of asset or liability in atransaction which (i) is not abusiness combination; and (ii)at the time of the transaction,affects neither the accountingor the tax profit.

    AS-22 Deferred tax liabilities arerecognised for all timingdifferences.

    22 lAS 12, Income TaxesRecognition of deferred taxassets

    Deferred tax asset isrecognised for carry forwardof unused tax losses andunused tax credits to theextent that it is probable thatfuture taxable profit will beavailable against which theunused tax losses and taxcredits can be utilised.

    AS-22 Deferred tax asset for unusedtax losses and unuseddepreciation is recognised onlyto the extent that there is virtualcertainty supported by evidencethat sufficient future taxableincome will be available againstwhich such deferred tax assetscan be realised.

    Deferred tax asset for all otherunused credits is recognisedonly to the extent that there is areasonable certainty thatsufficient future taxable incomewill be available against whichsuch deferred tax assets can berealised.

    23 lAS 12, Income TaxesInvestments in subsidiaries,branches and associates, andinterests in joint ventures

    Deferred tax liability for alltaxable temporary differencesare recognised except to theextent that: (a) the parent,investor or the venturer isable to control timing of thereversal of the temporarydifference, and (b) it isprobable that the temporarydifference will not reverse inthe foreseeable future.

    Not required.

    x

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    24 lAS 12, Income TaxesMeasurement

    Current tax liabilities anddeferred tax assets andliabilities are measured at taxrates that are expected to applywhen the liabilities areexpected to be paid / settledand assets realised based on taxrates that have been enacted orsubstantively enacted by thebalance sheet date.

    AS-22 Similar to IFRS.

    25 lAS 12, Income TaxesDeferred tax on businesscombinations

    If the potential benefit of theacquirees income tax loss,carry forward or otherdeferred tax assets did notsatisfy the criteria in IFRS 3for separate recognition whenthe business combination isinitially accounted for issubsequently realised, theacquirer recognises theresulting deferred tax incomein the profit and loss account.The carrying amount ofgoodwill is reduced byrecognising an expense.

    AS-22 Unrecognised tax assets ofthe acquirer which satisfy therecognition criteria by thefirst annual balance sheet datesubsequent to anamalgamation (merger) in thenature of purchase arerecognised as an asset with acorresponding effect togoodwill. If the recognitioncriteria are not satisfied by thefirst annual balance sheetdate, any subsequentrecognition of deferred taxassets are credited to theprofit and loss account.

    26 lAS 14, Segment Reportingcombining business orgeographical segments

    Two or more internallyreported segments maybecombined as one business orgeographic segment if theyexhibit similar long-termcriteria and are similar in allthe factors set out in lAS 14,which are considered todetermine business orgeographical segment.

    AS-17 Two or more internallygenerated segments arecombined as one business orgeographic segment if theyare similar in a majority ofthe factors set out in theIndian accounting standard(AS 17), which areconsidered to determinebusiness or geographicalsegment.

    27 lAS 14, Segment Reportingdiscontinued operations

    Segment results fromcontinuing operations arepresented separately from theresults of discontinuedoperations.

    AS-17 No specific requirement.

    28 lAS 14, Segment Reportingchanges in segmentidentification

    If identification of segmentschanges and it isimpracticable to restate priorperiod segment informationon the new basis, then in theyear of change segment datais reported for both old andnew bases of segmentation.

    AS-17 No specific requirement.

    29 lAS 16, Property, Plant andEquipmentreplacementcosts

    Replacement cost of an itemof property, plant andequipment is capitalised ifreplacement meets therecognition criteria. Carryingamount of items replaced isderecognised.

    Replacement cost of an itemof property, plant andequipment are generally areexpensed when incurred.

    xi

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    30 lAS 16, Property, Plant andEquipmentcost of majorinspection

    Costs of major inspectionsand overhauls are recognisedin the carrying amount ofproperty, plant andequipment.

    AS-10 Costs of major inspections areexpensed when incurred.

    31 lAS 16, Property, Plant andEquipmentrevaluation

    Revaluations are required tobe made with sufficientregularity to ensure that thecarrying amount does notdiffer materially from thatwhich would be determinedusing fair value at the balancesheet date.

    AS-10 No specific requirement.

    32 lAS 16, Property, Plant andEquipmentdepreciation

    Property, plant and equipmentare componentised and aredepreciated separately.

    AS-6 Property, plant and equipmentare not componentised anddepreciated.

    33 lAS 16, Property, Plant andcompensation for impairment

    Compensation from thirdparties for impairment or lossof items of property, plantand equipment are included inthe profit and loss accountwhen the compensationbecomes receivable.

    AS-28 No specific requirement. Inpractice compensation isoffset against replaced itemsof property, plant andequipment.

    34 lAS 17, Leasesleaseholdinterest in land

    Recognised as operating lease(i.e. prepayment) unless theleasehold interest isaccounted for as investmentproperty in accordance withlAS 40 and the fair valuemodel is adopted.

    AS-19 Recognised as property, plantand equipment regardless ofwhether title is expected topass to the lessee by the endof the lease term.

    35 lAS 17, Leasesinitial directcosts of lessors

    For finance leases other thanthose involving manufactureror dealer lessors, initial directcosts are included in themeasurement of the financelease receivable and reducethe amount of incomerecognised over the leaseterm.

    Initial lease costs incurred bymanufacturer or dealer lessorsare recognised as expensewhen selling profit isrecognised.

    AS-19 Initial direct costs are eitherrecognised immediately in thestatement of profit and loss orallocated against the financeincome over the lease term.

    Initial lease costs incurred bymanufacturer or dealer lessorsare recognised as expensewhen selling profit isrecognised.

    36 lAS 17, Leasesinitial directcosts of lessors for assetsunder operating leases

    Initial direct costs incurred bylessors are added to thecarrying amount of the leasedasset and recognised asexpense over the lease termon the same basis as leaseincome.

    AS-19 Initial direct costs incurred bylessors are either deferred andallocated to income over thelease term in proportion to therecognition of rent income, orare recognised as an expensein the statement of profit andloss in the period in whichthey are incurred.

    37 IFRIC 4Determiningwhether an arrangementcontains a lease

    Arrangements that do not takethe legal form of a lease butfulfilment of which is

    AS-19 There is no such requirement.

    xii

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    dependent on the use ofspecific assets and it conveysthe right to use the assets isaccounted for as lease inaccordance with lAS 17.

    38 SIC 15Lease incentives The lessor and lesseerecognises lease incentives asan increase or reduction ofrental expense over the leaseterm, on a straight-line basisunless another systematicbasis is representative of thetime pattern of the lesseesbenefit from use of the leasedasset.

    AS-19 Lease incentives arerecognised by the lessor andthe lessee in the period whensuch incentives are given orreceived.

    39 lAS 18, Revenuesdefinition Revenue is the gross inflowof economic benefits arisingin the course of the ordinaryactivities of an entity whenthose inflows result inincreases in equity, other thanincreases relating tocontributions from equityparticipants. Amountscollected on behalf of thirdparties such as sales andservice taxes and value addedtaxes are excluded fromrevenues.

    AS-9 Revenue is the gross inflowof cash, receivables or otherconsideration arising in thecourse of the ordinaryactivities. Revenue ismeasured by the chargesmade to customers for goodssupplied and servicesrendered to them and by thecharges and rewards arisingfrom the use of resources bythem.

    Value added taxes and exciseduties are included asrevenues.

    40 lAS 18, Revenues,measurement

    Fair value of revenue fromsale of goods and serviceswhen the inflow of cash andcash equivalents is deferred isdetermined by discounting allfuture receipts using animputed rate of interest. Thedifference between the fairvalue and the nominal amountof consideration is recognisedas interest revenue using theeffective interest method.

    AS-9 Revenue is recognised at thenominal amount ofconsideration receivable.

    41 lAS 18, Revenuesexchangetransactions

    When goods or services areexchanged or swapped forgoods or services which areof a similar nature and value,revenue is not recognised.When goods are sold orservices are rendered inexchange for dissimilar goodsor services, the exchange isregarded as a revenuegenerating transaction.

    AS-9 Exchange transactions are notdealt with in the IndianAccounting Standard (AS9).

    xiii

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    The revenue is measured atthe fair value of the goods orservices received, adjusted bythe amount of any cash orcash equivalents transferred.When the fair value of thegoods or services receivedcannot be measured reliably,the revenue is measured at thefair value of the goods orservices given up, adjusted bythe amount of any cash orcash equivalents transferred.

    42 lAS 18, Revenuesinterest Interest income is recognisedusing the effective interestmethod.

    AS-9 Interest is recognised on atime proportion basis takinginto account the amountoutstanding and the rateapplicable.

    43 lAS 19, Employee benefitsqualifying insurance policy

    A policy is a qualifyinginsurance policy if (a) theproceeds can be utilised topay or fund employeebenefits under a definedbenefit plan; and (b) cannotbe paid to the reporting entityand is not available to itscreditors unless the proceedsrepresent surplus assets thatare not needed to all relatedemployee obligations or theproceeds are returned toreimburse employee benefitsalready paid.

    AS-15 Similar as IFRS except thatproceeds can be paid to thereporting entity only toreimburse employee benefitsalready paid.

    44 lAS 19, Employee benefitsactuarial valuation

    Detailed actuarial valuation todetermine the present value ofdefined benefit obligation andthe fair value of plan assetsare performed with sufficientregularity so that the amountsrecognised in the financialstatements do not differmaterially from the amountsthat would have beendetermined at the balancesheet date. lAS 19 does notspecify sufficient regularity.

    AS-15 Similar to IFRS, except thatdetailed actuarial valuation todetermine present value of thebenefit obligation is carriedout at least once every threeyears and fair value of planassets are determined at eachbalance sheet date.

    45 lAS 19, Employee benefitsactuarial gains and losses

    Actuarial gains and losses areamortised and recognised inthe profit and loss account ifat the end of the previousreporting period theunrecognised actuarial gainand losses exceed 10% of thedefined benefit obligation and

    AS-15 Actuarial gains and lossesshould be recognisedimmediately in the statementof profit and loss as incomeor expense.

    xiv

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    10% of the fair value of theplan assets. Other systematicbasis of recognition ofactuarial gains and losses ispermitted which results infaster recognition. Actuarialgains and losses can berecognised immediately in thestatement of changes inequity.

    46 lAS 19, Employee benefitsdiscount rate

    Market yields at the balancesheet on high qualitycorporate bonds are used asdiscount rates. In countrieswhere there are no deepmarkets for such bonds,market yields on governmentbonds are used.

    AS-15 Market yields at the balancesheet date on governmentbonds are used as discountrates.

    47 lAS 20, GovernmentGrantsrecognition

    Government grants arerecognised as income tomatch them with related costswhich they are intended tocompensate on a systematicbasis. Government grants arenot directly credited toshareholders interests.

    AS-12 Government grants towardstotal capital investmentswhere no repayment isordinarily expected is crediteddirectly to shareholdersinterest.

    48 lAS 20, GovernmentGrantsnon-monetary assets

    The asset and the grant maybe accounted at fair value.Alternatively, these can beaccounted at nominal value.

    AS-12 If the asset is given by theGovernment at a discountedprice, the asset and the grantis accounted at the discountedpurchase price. All other non-monetary grants areaccounted at nominal values.

    Grants relating to non-depreciable assets are creditedto shareholders interest.

    49 lAS 20 Government Grantsrepayment

    If repayment of governmentgrant relating to an asset isrecorded by increasing thecarrying amount of the asset,the cumulative additionaldepreciation that would havebeen recognised in absence ofthe grant is immediatelyrecognised as an expense.Prohibited to be disclosed asextraordinary item.

    AS-12 If repayment of governmentgrant relating to an asset isrecorded by increasing thecarrying amount of the asset,the cumulative additionaldepreciation that would havebeen recognised in absence ofthe grant is recognised overthe remaining useful life ofthe asset.

    Disclosed as extraordinaryitem.

    50 lAS 21, Effects of Changes inForeign Exchange Ratesfunctional and presentationcurrency

    Functional currency is thecurrency of primary economicenvironment in which theentity operates. Presentation

    AS-11 Foreign currency is acurrency other than thereporting currency which isthe currency in which

    xv

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    currency is the currency inwhich the financial statementsare presented.

    financial statements arepresented. There is nodistinction between functionaland presentation currency.The reporting currency isconsidered as the functionalcurrency.

    51 lAS 21, Effects of Changes inForeign Exchange Ratesexchange differences

    Exchange differences arisingon translation or settlement offoreign currency monetaryitems are recognised in profitor loss in the period in whichthey arise.

    AS-11 Similar to IFRS.

    52 lAS 21, Effects of Changes inForeign Exchange Rateschange in functional currency

    Change in functional currencyis applied prospectively.

    AS-11 Change in reporting currencyis not dealt with in the IndianAccounting Standard(AS 11).

    53 lAS 21, Effects of Changes inForeign Exchange Ratespresentation currency

    Assets and liabilities fromfunctional to presentationcurrency are translated at theclosing rate at the date of thebalance sheet; income andexpenses at average rate forthe period; exchangedifferences are recognised asa separate component ofequity.

    AS-11 Not applicable as there is nodistinction between functionaland presentation currency.

    54 lAS 21, Effects of Changes inForeign Exchange Ratesexchange differences

    Exchange differences arisingon translation of foreigncurrency monetary assets andliabilities are included indetermination of profit or lossfor the period.

    AS-11 Exchange differences arisingon translation of foreigncurrency monetary assets andliabilities are included indetermination of profit or lossfor the period.

    55 lAS 23, Borrowing costrecognition

    Borrowing costs arerecognised as incurred and asan allowed alternative may becapitalised if these costs areattributable to the acquisition,construction or production ofa qualifying asset.

    AS-16 Borrowing costs are requiredto be capitalised if these costsare attributable to theacquisition, construction orproduction of a qualifyingasset.

    Expense as incurred is notpermitted.

    56 lAS 24, Related PartyDisclosures, identification

    Related party includes postemployment benefit plans forthe benefit of employees ofthe reporting entity or anyentity that is a related party ofthe reporting entity.

    AS-18 Post employment benefitplans are not included asrelated parties.

    57 lAS 24, Related PartyDisclosureskeymanagement personnel

    Compensation of keymanagement personnel isdisclosed in total separatelyfor (a) short-term employeebenefits; (b) post-employmentbenefits; (c) other long-term

    AS-18 Compensation of keymanagement personnel aredisclosed in total as aggregateof all items of compensationexcept when a separatedisclosure is necessary for the

    xvi

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    benefits; (d) terminationbenefits; and (e) share-basedpayment.

    understanding of the effectsof related party transactionson the financial statements.For example. share-basedpayments are disclosedseparately.

    58 lAS 24, Related PartyDisclosuresdisclosure ofrelated party names

    Related party disclosuresmade separately for eachcategory of related party.Names of transacting parties,other than parent, are notrequired to be disclosed.

    AS-18 Disclosure is similar to IFRSexcept that names oftransacting parties aredisclosed.

    59 lAS 27 Consolidated andSeparate FinancialStatementsScope

    Required for all entitiesunless specific exemptions inlAS 27 apply.

    AS-21 Indian GAAP does notspecify entities that arerequired to presentconsolidated financialstatements. The accountingstandard is required to befollowed if consolidatedfinancial statements arepresented.

    SEBI requires entities listedand to be listed to presentconsolidated financialstatements.

    60 lAS 27 Consolidated andSeparate FinancialStatementscontrol

    The existence and effect ofpotential voting rights that arecurrently exercisable orconvertible, includingpotential voting rights held byanother entity, are consideredwhen assessing control.

    AS-21 Potential voting rights are notconsidered in assessingcontrol.

    61 lAS 27 Consolidated andSeparate FinancialStatementsexclusion ofsubsidiaries, associates andjoint ventures

    Excluded from consolidation,equity accounting orproportionate consolidation ifon acquisition it meets thecriteria to be classified as heldfor sale in accordance withIFRSs.

    AS-21 Excluded from consolidation,equity accounting andproportionate consolidation ifthe subsidiary was acquiredwith an intent to dispose ofwithin twelve months and if itoperates under severe long-term restrictions whichsignificantly impair its abilityto transfer funds to the parent.

    62 lAS 27 Consolidated andSeparate FinancialStatementsreporting dates

    The difference between thereporting date of thesubsidiary and that of theparent shall be no more thanthree months.

    AS-21 The difference between thereporting date of thesubsidiary and that of theparent shall be no more thansix months.

    63 lAS 27 Consolidated andSeparate FinancialStatementsaccountingpolicies

    Consolidated financialstatements are prepared usinguniform accounting policiesfor like transactions and other

    AS-21 Similar to IFRS except if isimpracticable to use uniformaccounting policies, this factand the line items and amount

    xvii

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    events in similarcircumstances.

    to which different policieshave been applied aredisclosed.

    64 lAS 27 Consolidated andSeparate FinancialStatementsaccounting forinvestments in subsidiaries inseparate financial statements

    Accounted either at cost lessimpairment loss or asavailable for sale inaccordance with lAS 39.

    AS-21 Accounted at cost lessimpairment loss.

    65 lAS 28, Investments inAssociates, significantinfluence

    The existence and effect ofpotential voting rights that arecurrently exercisable orconvertible, includingpotential voting rights held byanother entity, are consideredwhen assessing significantinfluence.

    AS-23 Potential voting rights are notconsidered in assessingsignificant influence.

    66 lAS 28, Investments inAssociatesgoodwill

    Negative goodwill isexcluded from the carryingamount of investment and isincluded as income indetermination of theinvestors share of associatesprofit or loss.

    AS-23 Negative goodwill (CapitalReserve) is excluded from thecarrying amount ofinvestment and is credited toshareholders interest.

    67 Investments in Associatesreporting date

    The difference between thereporting date of the associateand that of the parent shall beno more than three months.

    AS-23 The maximum differencebetween the reporting date ofthe associate and that of theparent is not specified.

    68 Investments in Associatesaccounting policies

    Associates accountingpolicies should be uniformwith the investors for thepurposes of equityaccounting.

    AS-23 Similar to IFRS, except if it isimpracticable, the fact and abrief description of thedifferences should bedisclosed.

    69 Investments in Associatesshare of losses

    Losses recognised under theequity method in excess ofthe investors investment inordinary shares are applied toother components of theinvestors interest.

    AS-23 No specific requirement.

    70 lAS 31, Interests in JointVenturesalternativeaccounting methods

    Investments in jointlycontrolled entities can beproportionately consolidatedor equity accounted by theventurer.

    AS-27 Equity method accounting isnot permitted.

    71 lAS 32, FinancialInstruments: Disclosure andPresentation, classification ofconvertible debts

    Split the instrument inliability and equitycomponent at issuance.

    Classified as debt. There is noapplicable equivalent IndianAccounting Standard.

    An exposure draft onFinancial InstrumentsPresentation has been issued.The exposure draft is similarto lAS 32 except that it doesnot deal with derivative basedon an entitys own equity

    xviii

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    instrument and buy-back ofshares for issuance toemployees under anEmployee Share Option Plan.

    72 lAS 36, Impairment ofAssetsgoodwill

    Impairment loss recognisedfor goodwill is prohibitedfrom reversal in a subsequentperiod.

    AS-28 Impairment loss for goodwillis reversed if the impairmentloss was caused by a specificexternal event of anexceptional nature that is notexpected to recur andsubsequent external eventshave occurred that reverse theeffect of that event.

    73 lAS 37, Provisions,Contingent Liabilities andContingent Assetsdiscounting

    Where the effect of timevalue of money is material,the amount of provision is thepresent value of theexpenditure expected to berequired to settle theobligation. The discount rateis a pre-tax rate that reflectsthe current market assessmentof the time value of moneyand risks specific to theliability. The discount ratedoes not reflect risk for whichfuture cash flow estimateshave been adjusted.

    AS-29 Discounting of liabilities isnot permitted and provisionsare carried at their full values.

    74 lAS 37, Provisions,Contingent Liabilities andContingent Assets onerouscontracts

    An onerous contract is acontract in which theunavoidable costs of meetingthe obligations exceed theeconomic benefits expected tobe received under it.

    Present obligation under anonerous contract should berecognised and measured as aprovision.

    AS-29 No specific requirement.

    75 lAS 37, Provisions,Contingent Liabilities andContingent Assets contingentassets

    Contingent assets aredisclosed in the financialstatements where an inflow ofeconomic benefits isprobable.

    AS-29 Contingent assets are notdisclosed in the financialstatements.

    76 IFR.IC 3, Emission Rights Allowances issued by thegovernment or purchased arerecognised as intangibleassets and are initiallymeasured at fair value. Whenallowances are issued for lessthan fair value, the differencebetween the fair value and theamount paid is recognised asgovernment grant and is

    There is no guidance onaccounting for emissionrights.

    xix

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    credited as income on asystematic basis over thecompliance period over whichthe allowances are issued,regardless of whetherallowances are held or sold.

    Emission liability isrecognised for the obligationrequired to deliver allowancesequal to emissions that havebeen made and is measured atthe market price of thenumber of allowancesrequired to cover emissionsmade up to the balance sheetdate.

    77 lAS 38, Intangible assetsmeasurement

    Intangible assets can bemeasured at either cost orrevalued amount.

    AS-26 Measured only at cost.

    78 lAS 38, Intangible assetsuseful life

    Useful life may be finite orindefinite.

    AS-26 There is a rebuttablepresumption that the usefullife of an intangible asset willnot exceed ten years from thedate when the asset isavailable for use.

    79 lAS 39, FinancialInstruments: Recognition andMeasurementinvestments,and loans and receivables

    Investments are classified astrading, held-to-maturity, oravailable-for-sale.Investments acquiredprincipally for the purpose ofselling, is a part of a portfoliothat are managed together andfor which there is evidence ofrecent actual pattern of short-term profit taking.

    Held-to-maturity investmentsare investments with fixed ordeterminable payments andfixed maturity that an entityhas positive intent and abilityto hold to maturity.

    Loans and receivables havefixed or determinablepayments that are not quotedin active market. Loans andreceivables are measured atamortised cost using theeffective interest method.

    Available-for-saleinvestments are those that donot qualify as either trading,held-to-maturity investmentsor loans and receivables.

    Changes in fair value of

    AS-13 Investments are classified aslong-term or current. Long-term investments are carriedat cost less provision fordiminution in value, which isother than temporary.

    Current investments carried atlower of cost and fair value.

    Loans and receivables aremeasured at cost lessvaluation allowance.

    xx

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    trading investments arerecognised through the profitand loss account.

    Held-to-maturity investmentsare measured at amortisedcost using the effectiveinterest method.

    Changes in fair value ofavailable-for-sale investmentsare recognised directly in thestatement of changes inequity.

    Unquoted investments whosefair values cannot be reliablymeasured are measured atcost.

    80 lAS 39, FinancialInstruments: Recognition andMeasurementimpairment

    Impairment losses recognisedin profit or loss for equityinvestment cannot be reversedthrough profit or loss.

    Impairment losses recognisedin profit or loss for equityinvestments are reversedthrough profit or loss.

    81 lAS 39, FinancialInstruments: Recognition andMeasurementforeigncurrency contracts

    Forward exchange contract ismeasured at fair value at thebalance sheet date. If theforward exchange contractmeets the criteria of aneffective hedge in accordancewith lAS 39 (Revised)Financial Instruments:Recognition andMeasurement, the gain or lossarising on fair valuation isrecognised in the statement ofchanges in equity. If thehedge is ineffective, the gainor loss is recognised indetermination of net income.

    AS-11 Premium or discount onforward exchange contracts isamortised and recognised inthe profit and loss accountover the period of suchcontracts, There is noequivalent standard on hedgeaccounting.

    82 lAS 39, FinancialInstruments: Recognition andMeasurementderivativesand embedded derivatives

    Measured at fair values. There is no equivalentstandard on derivatives.

    83 lAS 40, InvestmentPropertymeasurement

    Investment properties can bemeasured using the cost or thefair value model, withchanges in fair valuerecognised in the profit andloss account.

    There is no specific standarddealing with investmentproperties. All properties aremeasured using the costmodel or revaluation model.

    84 lAS 41, Agriculture Accounting for agriculturalactivities is set out in thisstandard.

    There is no equivalentstandard.

    85 IFRS 2, Share basedpaymentsrecognition

    Goods and services in a sharebased transaction arerecognised when goods arereceived or as services arerendered. A corresponding

    There is no equivalentstandard.

    The Securities and ExchangeBoard of India required listedcompanies to recognise anexpense for

    xxi

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    increase in equity isrecognised if goods andservices were received in anequity settled share basedpayment transaction, or aliability if these wereacquired in a cash settledshare transaction.

    equity instruments granted toemployees.

    86 IFRS 2, Share basedpaymentsmeasurement

    For equity settled share basedtransactions, goods andservices received and thecorresponding increase inequity is measured at the fairvalue of the goods andservices received. If the fairvalue of the goods andservices cannot be estimatedreliably, then the value ismeasured with reference tothe fair value of the equityinstruments granted.

    Equity instruments granted toemployees are recognised atthe fair value of theinstruments granted.

    87 IFRS 3, BusinessCombinationscostallocations

    All business combinations,other than those betweenentities under commoncontrol, are accounted for byapplying purchase method.An acquirer is identified forall business combinations,which is the entity thatobtains control of the othercombining entity.

    As at the effective date of thebusiness combination, thecost of acquisition is allocatedto the identifiable assets,liabilities and contingentliabilities of the acquiredentity at their fair values.

    AS-14 Amalgamations in the natureof purchase (businesscombinations pursuant to theCompanies Act or otherrelevant statute and areapproved by a Court of law)are accounted for byrecording the identifiableassets and liabilities of theacquiree at their fair values.Amalgamations in the natureof merger (90% shareholderof the transferor becomeshareholders in the transfereecompany pursuant to theCompanies Act or otherrelevant statute and areapproved by a Court of law)are accounted for in a mannerconsistent with pooling ofinterest method.

    Identifiable assets andliabilities of subsidiariesacquired by purchase ofshares which are notamalgamations are recordedat the carrying amounts statedin the acquired subsidiarysfinancial statements on thedate of acquisition.

    Property, plant and equipmentand investments obtained on

    xxii

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    purchase of assets andliabilities of a business arerecorded at fair values.

    88 IFRS 3, BusinessCombinationsgoodwill

    Goodwill is not amortised buttested for impairment on anannual basis or morefrequently if events orchanges in circumstancesindicate impairment. If theacquirers interest in the netfair value of the identifiableassets, liabilities andcontingent liabilities exceedsthe cost of businesscombination, the fair of netassets acquired and the cost isreassessed and any excessremaining is recognisedimmediately in the profit andloss account.

    AS-14 Goodwill arising onamalgamations in the natureof purchase is amortised overa period not exceeding fiveyears.

    There is no specific guidanceon goodwill arising onacquisition of subsidiary. Inpractice such goodwill is notamortised but tested forimpairment on an annualbasis or more frequently ifevents or changes incircumstances indicateimpairment. If the acquirersinterest in the net fair value ofthe identifiable assets andliabilities the cost of businesscombination, the excess isrecognised as capital reserve,a component of shareholdersinterest.

    89 IFRS 4, Insurance contracts Applicable to insurance andreinsurance contracts and todiscretionary participationfeatures in insurancecontracts.

    The insurer at each balancesheet date is required to take aliability adequacy test toassess whether its recognisedinsurance liabilities areadequate. If test showscarrying amount of itsliabilities are inadequate, thedeficiency is recognised inthe profit and loss account.

    Guarantees in the nature ofinsurance contracts aremeasured at fair value.

    No equivalent standard.Guarantees are disclosed ascontingent liability.

    90 IFRS 5, Non-current assetsheld for salerecognitionand measurement

    Non-current assets to bedisposed of are classified asheld for sale when the asset isavailable for immediate saleand the sale is highlyprobable.

    Depreciation ceases on thedate when the assets areclassified as held for sale.

    There is no standard dealingwith non-current assets heldfor sale. Non-current assetsare all stated at cost orrevalued amount lessaccumulated depreciation andimpairment loss.

    xxiii

  • No. Topic IFRS

    IndianAccountingStandards Indian GAAP

    . . Non-current assets classifiedas held for sale are measuredat the lower of its carryingvalue and fair value less coststo sell.

    91 IFRS 5, Non-current assetsheld for salediscontinuedoperations

    An operation is classified asdiscontinued when it haseither been disposed of or isclassified as held for sale.

    AS-24 An operation is classified asdiscontinuing at the earlier of(a) binding sale agreement forsale of the operation and (b)on approval by the board ofdirectors of a detailed formalplan and announcement of theplan.

    92 IFRS 6, Exploration for andevaluation of mineralresources

    Exploration and evaluationassets are measured at cost orrevaluation less accumulatedamortisation and impairmentloss. An entity determines thepolicy specifying whichexpenditures are recognisedas exploration and evaluationassets.

    There is no equivalentstandard.

    93 IFRS 7, FinancialInstruments: Disclosures

    This standard replaces IAS 30and IAS 32 and is applicablefor accounting periodscommencing on or after 1stJanuary 2007. It requiresdisclosure of informationabout the significance offinancial instruments for anentitys financial position andperformance, the nature andextent of their risks and howthe entity manages those risks.

    There is no equivalentstandard.

    xxiv

  • FORWARD LOOKING STATEMENTS

    The Company has included statements in this Draft Letter of Offer which contain words or phrases such aswill, aim, is likely to result, believe, expect, will continue, anticipate, estimate, intend,plan, contemplate, seek to, future, objective, goal, project, should, will pursue and similarexpressions or variations of such expressions, that are forward looking statements.

    All forward looking statements are subject to risks, uncertainties and assumptions about the Company that couldcause 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 the Companys expectations include butare not limited to:

    General economic and business conditions in the markets in which the Company operates and in thelocal, regional and national economies;

    Increasing competition in or other factors affecting the industry segments in which the Companyoperates;

    Changes in laws and regulations relating to the industries in which the Company operates;

    The Companys ability to meet its capital expenditure requirements and/or increase in capitalexpenditure;

    Fluctuations in operating costs and impact on the financial results;

    The Companys ability to attract and retain qualified personnel;

    Changes in technology in future;

    Changes in political and social conditions in India or in other countries in which the Company hasoperations, the monetary policies of India or of such other countries, inflation, deflation, unanticipatedturbulence in interest rates, equity prices or other rates or prices;

    The performance of the financial markets in India and other countries where the Company hasoperations as well as performance of financial markets globally; and

    Any adverse outcome in legal proceedings in which the Company is involved.

    For a further discussion of factors that could cause the Companys actual results to differ, please refer to thesections titled Risk Factors, Business and Managements Discussion and Analysis of Financial Conditionand Results of Operations of this Draft Letter of Offer. By their nature, certain market risk disclosures are onlyestimates and could be materially different from what actually occurs in the future. As a result, actual futuregains or losses could materially differ from those that have been estimated. Neither the Company nor the LeadManagers nor any of their respective affiliates or advisors have any obligation to update or otherwise revise anystatements 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 Exchangesrequirements, the Company and Lead Managers will ensure that investors in India are informed of materialdevelopments until the time of the grant of listing and trading permission by the Stock Exchanges.

    xxv

  • ABBREVIATIONS & TECHNICAL TERMS

    In this Draft Letter of Offer, all references to Rupees, Rs. or INR refer to Indian Rupees, the officialcurrency of India; references to the singular also refers to the plural and one gender also refers to any othergender, wherever applicable, and the words Lakh or Lac mean 100 thousand and the word millionmeans 10 lakh and the word crore means 10 million or 100 lakhs and the word billion means 1,000million or 100 crores. Any discrepancies in any table between the total and the sums of the amounts listed aredue to rounding off.

    DEFINITIONS

    Term Description

    the Company means Tata Steel Limited, a public limited company incorporated under theprovisions of the Indian Companies Act, 1882 having its registered office atBombay House, 24 Homi Mody Street, Fort, Mumbai 400 001, Maharashtra,India. Unless otherwise specified, where discussed in a pre-Acquisition context,including with reference to historical consolidated financial statementspresented herein, these references mean Tata Steel Limited on a consolidatedbasis. Where discussed in a post-Acquisition context, these references meanTSL together with Corus after giving effect to the Acquisition on aconsolidated basis.

    TSL means Tata Steel Limited and its consolidated subsidiaries and associates, butexcluding Corus.

    Tata Steel Limited means Tata Steel Limited on a stand alone basis, excluding its subsidiaries andassociates.

    TISCO means The Tata Iron and Steel Company Limited, name changed to Tata SteelLimited with effect from August 12, 2005.

    COMPANY/ISSUE RELATED TERMS

    Term Description

    Acquisition means the acquisition of the entire issued share capital of Corus with effectfrom April 2, 2007.

    Articles/Articles ofAssociation

    means articles of association of the Company

    Auditor means the statutory auditor of TSL: Deloitte Haskins & Sells

    Board / Board of Directors means the Board of Directors of the Company

    Bankers to the Issue means HSBC Limited, Standard Chartered Bank, Citibank N.A., HDFC BankLimited and ABN AMRO Bank N.V.

    Chairman means Mr. Ratan N. Tata, a resident of India

    Consolidated Certificate means in case of physical certificates, the Company would issue one certificatefor the Equity Shares allotted to one folio

    Cumulative CompulsorilyConvertible PreferenceShare(s) or CCPS

    means the cumulative convertible preference shares of the Company of facevalue Rs. 100 each

    Conversion Period the period commencing [] months from the date of allotment and concluding[] months from the date of allotment

    Conversion Price []

    Corus means Corus Group Limited a company incorporated under the laws ofEngland and Wales having its registered office at 30 Milbank, London SW1P4WY, United Kingdom

    Corus Group means Corus Group Limited, including its subsidiaries from time to time

    Designated Stock Exchange means the []

    Draft Letter of Offer means this Draft Letter of Offer dated August 21, 2007 filed with SEBI for itscomments

    1

  • Term Description

    Equity Share(s) or Share(s) means the Ordinary Share(s) of the Company having a face value of Rs. 10unless otherwise specified in the context thereof

    Equity Shareholder means a holder of Equity Shares

    Financial Year/Fiscal/FY means any period of twelve months ended March 31 of that particular year,unless otherwise stated

    Issue means the simultaneous but unlinked issue of 121,794,571 Equity Shares at apremium of Rs. 290 per Equity Share aggregating Rs. 36,538 million to theEquity Shareholders on rights basis in the ratio of 1 Equity Share for every 5Equity Shares held on the Record Date i.e. [] and [] CumulativeCompulsorily Convertible Preference Shares each at a price of Rs. 100 perCumulative Compulsorily Convertible Preference Share in the ratio of []Cumulative Compulsorily Convertible Preference Share for every [] equityshares held on the Record Date []

    Issue Closing Date []

    Issue Opening Date []

    Issue Price Rs. 300 per Equity ShareRs. 100 per CCPS

    Investor(s) shall mean the holder(s) of Equity Shares of the Company on the Record Date,i.e. [] and Renouncees

    Lead Managers shall collectively refer to JM Financial Consultants Private Limited, CitigroupGlobal Markets India Private Limited and DSP Merrill Lynch Limited andindividually refer to any of them

    Letter of Offer means the letter of offer to be filed with the Stock Exchanges afterincorporating SEBI comments on this Draft Letter of Offer

    Memorandum/Memorandumof Association

    means the memorandum of association of the Company

    Promoter means Tata Sons Limited

    Record Date []

    Registrar to the Issue orRegistrar

    means Intime Spectrum Registry Limited

    Renouncees shall mean any persons who have acquired Rights Entitlements from EquityShareholders

    Rights Entitlement means the number of Equity Shares and Cumulative Compulsorily ConvertiblePreference Shares that a shareholder is entitled to in proportion to his/hershareholding in the Company as on the Record Date

    SPN Holders means the holders of Secured Premium Notes

    Stock Exchange(s) shall refer to the BSE and NSE where the Equity Shares of the Company arepresently listed

    Tata Group means the Tata Group of companies

    Conventional/General Terms

    Term Description

    Act / Companies Act means the Companies Act, 1956 and amendments thereto

    BPO means business process outsourcing

    Cenvat means the Central Value Added Tax

    CESTAT means the Customs, Excise, Service Tax Appellate Tribunal

    CLRA means the Contract Labour (Regulation and Abolition Act), 1970 andamendments thereto

    Competition Act means the Competition Act, 2002 and amendments thereto

    2

  • Term Description

    Criminal Procedure Code means the Criminal Procedure Code, 1973 and amendments thereto

    Depositories Act means the Depositories Act, 1996 and amendments thereto

    EPS means earnings per share

    ESI means employees state insurance

    GDR means global depository receipts

    IT Act means the Income Tax Act, 1961 and amendments thereto

    Indian GAAP means the generally accepted accounting principles in India

    Industrial Policy means the industrial policy and guidelines issued thereunder by the Ministry ofIndustry, Government of India, from time to time

    IPC means the Indian Penal Code, 1860 and amendments thereto

    MCR Rules means the Mineral Concession Rules, 1960 and amendments thereto

    MMDR Act means the Mines and Minerals (Development and Regulations) Act, 1957 andamendments thereto

    Modvat means the Modified Value Added Tax

    MVA means million volts per annum

    Naked Warrants means a stand-alone warrant

    NAV means net asset value

    NMP means the National Mineral Policy, 1993 and amendments thereto

    NRE Account means a Non-Resident External Account

    NRO Account means a Non-Resident Ordinary Account

    PAT means profit after tax

    SEBI Act, 1992 means the Securities and Exchange Board of India Act, 1992 and amendmentsthereto

    SEBI DIP Guidelines means the SEBI (Disclosure and Investor Protection) Guidelines, 2000 issuedby SEBI on January 19, 2000 and amendments thereto

    SIA means the Secretariat of Industrial Assistance

    SICA means the Sick Industrial Companies (Special Provisions) Act, 1985

    Securities Act means the United States Securities Act of 1933, as amended

    Takeover Code means the SEBI (Substantial Acquisition Of Shares and Takeovers)Regulations, 1997 and amendments thereto

    UK GAAP means the generally accepted accounting principles in the United Kingdom

    Wealth-Tax Act means the Wealth-tax Act, 1957 and amendments thereto

    Abbreviations

    Term Description

    AGM means Annual General Meeting

    AS means Accounting Standards, as issued by the Institute of CharteredAccountants of India

    Bn means billion

    BSE means The Bombay Stock Exchange Limited

    CAF means Composite Application Form

    CCPS means Cumulative Compulsorily Convertible Preference Shares

    CDSL means Central Depository Services (India) Limited

    CSO means Central Statistical Organisation

    DP means Depository Participant

    DSA means Direct Selling Agents

    DSE means Designated Stock Exchange

    EGM means Extraordinary General Meeting

    3

  • Term Description

    FCCB means Foreign Currency Convertible Bonds

    FDI means Foreign Direct Investment

    FEMA means the Foreign Exchange Management Act, 1999

    FERA means the Foreign Exchange Regulation Act, 1973

    FI means Financial Institutions

    FII(s) means Foreign Institutional Investors registered with SEBI under applicablelaws

    GDP means Gross Domestic Product

    GOI means the Government of India

    HUF means Hindu Undivided Family

    HP means Horsepower

    IC means Investment Company

    IRR means Internal Rates of Return

    ITAT means the Income Tax Appellate Tribunal

    LPG means Liquefied Petroleum Gas

    KM means Kilometre

    KVA means Kilovolt Amperes

    KW means Kilowatts

    Mn means Million

    Mt means Million Tonnes

    MoU means Memorandum of Understanding

    MTPA means Million tonnes per annum

    NCAER means the National Council for Applied Economic Research

    NCD means Non-Convertible Debentures

    NR means Non Resident

    NRI(s) means Non Resident Indian(s)

    NSDL means National Securities Depository Limited

    NSE means National Stock Exchange of India Limited

    OCB means Overseas Corporate Body

    OECD means the Organisation for Economic Co-operation and Development

    OEM means Original Equipment Manufacturer

    RBI means the Reserve Bank of India

    ROC means Registrar of Companies, State of Maharashtra, located at Everest House,Marine Lines, Mumbai 400 020

    SAARC means the South Asian Association for Regional Co-operation

    SCB means Scheduled Commercial Banks

    SCN means Show cause notice

    SEBI means Securities and Exchange Board of India

    SPN means Secured Premium Notes

    STT means Securities Transaction Tax

    Tpa means Tonnes per annum

    ttpa means Thousand tonnes per annum

    UTI m