1. National ConferenceonValue Creation throughMergers & Acquisition Pavan Kumar Vijay Chairman, M&A Council, ASSOCHAM Managing Director, Corporate Professionals Capital Pvt. Ltd. 02/29/12

2. M&A refers to reorganizing the legal, ownership, operational, or other structures of companies for making it more profitable, or better organized for its present and future needs. 02/29/12 3. Why M&A? 02/29/12 4. Restructuring in India 02/29/12 - Past- Present- Future 5. 02/29/12 RecapofM&A 6. Phase I - Consolidation 02/29/12 Licensing in one companyFloat another company Co. A Ltd. Steel Auto Parts Textiles Focus on all the businesses in the group Co. A Ltd. Steel Cement Food 7. Phase II Hiving off non-core business 02/29/12 Hive off Focus only on Core business of the Company i.e. Steel Co. A Ltd. Steel Cement Food Hive off Non Core business Cement Food 8. Phase III - Acquisition 02/29/12 Co. A Ltd. Steel Co. X Ltd. Co. Y Ltd. Co. Z Ltd. Steel Unit Steel Unit Steel Unit Focus on to strengthen its Core business area by acquisition 9. 02/29/12 MakeoverofM&A 10. 02/29/12 The only certainty in our modern world isCHANGE . The ability to survive and flourish depends on our flexibility and the willingness to constantly adapt to a changing world 11. Rationale of M&A at present 02/29/12

Backward and Forward Integration

Unlocking the Value

Restructuring of Balance Sheet

Geographical Expansion -Cross Border Acquisition

12. M&A Scenario In India During Last 12 Months (Aug 2010-July 2011) 02/29/12 Top 10 ACTIVE SECTORS Sector Name Deal Value ($ mn) No. of Deals Energy 14,893 34 Telecommunication Services 6,331 14 Materials 5,680 84 Pharmaceuticals, Biotechnology & Life Sciences 2,184 48 Capital Goods 3,143 95 Software & Services 3,716 107 Consumer Services 1,806 40 Utilities 1,422 10 Diversified Financials 1,028 49 Automobiles & Components 1,018 35 Total 41,221 516 13. Regulatory environment In India for M&A 02/29/12 14. 02/29/12 FutureofM&Ain India 15. New legal framework 02/29/12 16. New Takeover Regulations 02/29/12

HIGHLIGHTS

Increase in threshold for Open Offer from 15% to 25%

Increase in Offer Size from 20% to 26%

Abolition of Non-compete fees

Acquisition from other competing acquirer

Mandatory Recommendation on the offerby BODs

Voluntary offershave been introduced subject to certain conditions.

Existing definition ofControlis retained as it is.

Not accepted the recommendation of TRAC to provide for delistingpursuant to an offer and proportionate acceptance.

17. Impact of New Takeover Regulations 02/29/12 18. Competition Commission of India (CCI) 02/29/12 KEY PROVISIONS Effective from June 01, 2011 19. Competition Commission of India (CCI) 02/29/12 20. Companies Bill, 2009 02/29/12 21. Direct Tax Code 02/29/12 22. 02/29/12 23. Future M&A02/29/12 24. Alternative strategies 02/29/12 Business proposition Participation strategy Offering strategy Operating strategy Pricing strategy How the business will achieve a profitable strategicposition (in terms of marketeconomics and competitive position) What product market segments to target for continued participation, entry or exitWhether and how to differentiate (customerperspective)Whether and how to differentiate (operatingperspective)How to price for improved market economics or competitive position (or both) 25. Thank You 02/29/12 Pavan Kumar Vijay Chairman, M&A Council, ASSOCHAM Managing Director, Corporate Professionals Capital Pvt. Ltd.