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LETTER OF OFFER - Securities and Exchange Board of India

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As at <strong>and</strong> for the 12 month period ending December 31,<br />

As at <strong>and</strong> for the 9<br />

month period ending<br />

Balance Sheet Statement 2008 2009 2010 September 2011<br />

USD INR USD INR USD INR USD INR<br />

Net Current Assets 141 6,987 147 7,276 130 6,432 133 6,600<br />

Total Miscellaneous<br />

Expenditure not written <strong>of</strong>f<br />

229 11,349 227 11,280 253 12,562 265 13,174<br />

Total 461 22,908 466 23,128 472 23,425 490 24,312<br />

As at <strong>and</strong> for the 12 month period ending December 31,<br />

As at <strong>and</strong> for the 9<br />

month period ending<br />

Other financial data 2008 2009 2010 September 2011<br />

USD INR USD INR USD INR USD INR<br />

Dividend (%) - - - - - - - -<br />

Earnings per share (ix) (0.08) (3.97) 0.55 27.21 0.37 18.54 0.47 23.33<br />

Notes to extract <strong>of</strong> financial statements<br />

(i) The above financial information has been extracted from the financial statements prepared in accordance with US<br />

GAAP.<br />

(ii) Pr<strong>of</strong>it Before Depreciation Interest <strong>and</strong> Tax has been calculated as Income from Operations plus Depreciation<br />

as per the cashflow statement for the relevant period.<br />

(iii) Reserves <strong>and</strong> Surplus include Additional paid-in capital, Accumulated deficit, accumulated other comprehensive<br />

losses.<br />

(iv) Secured loans include Long-term debt less Current portion; <strong>and</strong> Long-term asbestos liability less Long-term<br />

asbestos insurance receivables <strong>and</strong> Long-term asbestos insurance asset.<br />

(v) Unsecured loans include Pension <strong>and</strong> Accrued post-retirement benefits, Deferred income tax liability <strong>and</strong> other<br />

liabilities less Deferred loan costs <strong>and</strong> Other assets.<br />

(vi) Net fixed assets include Property, Plant <strong>and</strong> equipment (net).<br />

(vii) Total miscellaneous expenditure not written <strong>of</strong>f includes Goodwill, Intangible assets (net) <strong>and</strong> Deferred income<br />

taxes, net.<br />

(viii) No dividend was paid in any <strong>of</strong> the periods above.<br />

(ix) Earnings Per Share has been calculated as pr<strong>of</strong>it/(loss) after tax for the relevant period divided by the number <strong>of</strong><br />

equity shares outst<strong>and</strong>ing at the date <strong>of</strong> the balance sheet for the relevant period.<br />

Note: Since the financials for the Acquirer are presented in US Dollars (USD) they have been converted into<br />

<strong>India</strong>n Rupees (INR) for purpose <strong>of</strong> convenience translation. INR to USD conversion has been assumed at the<br />

rate <strong>of</strong> 1 USD = INR 49.6480 as on January 27, 2012. (Source: Reserve Bank <strong>of</strong> <strong>India</strong>- http://www.rbi.org.in).<br />

Source: The consolidated financial information for the Acquirer set forth above has been extracted from the<br />

audited consolidated financial statements as represented in the annual reports <strong>of</strong> the Acquirer for the years ended<br />

December 31, 2010, 2009 <strong>and</strong> 2008 <strong>of</strong> the Acquirer audited by statutory auditors. The interim consolidated<br />

financial information set forth above has been derived from the unaudited condensed consolidated financial<br />

statements prepared in accordance with accounting principles generally accepted in the United States <strong>of</strong><br />

America (“US GAAP”), included in the Acquirer’s quarterly report in Form 10-Q as filed with the SEC on<br />

October 27, 2011.<br />

3.10. The major commitments <strong>and</strong> contingencies <strong>of</strong> the Acquirer are in relation to certain lawsuits against<br />

certain subsidiaries <strong>of</strong> the Acquirer. The Acquirer has established reserves <strong>of</strong> USD 413.3 million as <strong>of</strong><br />

September 30, 2011 for the probable <strong>and</strong> reasonably estimable asbestos-related liability cost it believes<br />

the subsidiaries will pay through the next 15 years. It has also established recoverables <strong>of</strong> USD 353.6<br />

million as <strong>of</strong> September 30, 2011 for the insurance recoveries that are deemed probable during the<br />

same time period. Net <strong>of</strong> these recoverables, the expected cash outlay on a non-discounted basis for<br />

asbestos-related bodily injury claims over the next 15 years was USD 59.7 million as <strong>of</strong> September 30,<br />

2011.<br />

17

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