ORIENT PAPER & INDUSTRIES LIMITED - sebi.gov.in

1 Letter of Offer January 12, 2017 For Eligible Shareholders, only Not for distribution in the United States or to Persons ORIENT PAPER & INDUSTRIES LIMITED Our Company was incorporated as ORIENT PAPER Mills LIMITED under the Indian Companies Act, 1913 vide a certificate of registration dated July 25, 1936 issued by the Registrar of Joint Stock Companies, Bengal and received its certificate of commencement of business on July 30, 1936. Thereafter, the name of our Company was changed to ORIENT PAPER & INDUSTRIES LIMITED and our Company received a fresh certificate of incorporation from the Registrar of Companies, Cuttack dated September 13, 1978. Registered Office: Unit VIII, Plot No. 7, Bhoinagar, Bhubaneshwar - 751 012; Tel: +91 674 239 6930; Fax: +91 674 239 6364 Corporate Office: Birla Building, 13th Floor, 9/1, R. N. Mukherjee Road, Kolkata 700 001; Tel: +91 33 3057 3700; Fax: +91 33 2243 0490 Contact Person: Mr. Ram Prasad Dutta, Company Secretary and Compliance Officer; Email: Website: ; Corporate Identity Number: L21011OR1936 PLC000117 FOR PRIVATE CIRCULATION TO THE ELIGIBLE SHAREHOLDERS OF ORIENT PAPER & INDUSTRIES LIMITED (OUR COMPANY OR THE ISSUER ) ONLY ISSUE OF 73,16,742 EQUITY SHARES OF FACE VALUE ` 1 EACH ( RIGHTS EQUITY SHARES ) OF OUR COMPANY FOR CASH AT A PRICE OF ` 68 ( ISSUE PRICE ) INCLUDING A PREMIUM OF ` 67 PER RIGHTS EQUITY SHARE AGGREGATING TO ` 4, LACS ON A RIGHTS BASIS TO THE ELIGIBLE SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF 1 RIGHTS EQUITY SHARE FOR 28 FULLY PAID-UP EQUITY SHARES HELD BY SUCH ELIGIBLE SHAREHOLDER ON THE RECORD DATE, THAT IS, NOVEMBER 21, 2016 ( ISSUE ).

2 THE ISSUE PRICE OF THE RIGHTS EQUITY SHARES IS 68 TIMES THE FACE VALUE OF THE EQUITY SHARES. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the 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 the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Rights Equity Shares 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 Letter of Offer. The Rights Entitlements and the Rights Equity Shares have not been and will not be registered under the United States Securities Act of 1933 ( Securities Act ) and are being offered and sold outside the United States to non persons in offshore transactions in reliance on Regulation S under the Securities Act ( Regulation S ).

3 Investors are advised to refer to the chapter titled Risk Factors beginning on page 12 before investing in the Issue. ISSUER S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares are listed on the BSE LIMITED ( BSE ) and the National Stock Exchange of India LIMITED ( NSE , and together with BSE, the Stock Exchanges ).

4 Our Company has received in-principle approvals from BSE and NSE for listing the Rights Equity Shares through their respective letters, dated November 16, 2016 and November 15, 2016. For the purposes of the Issue, the Designated Stock Exchange is BSE. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE HDFC Bank LIMITED Investment Banking Group Unit No 401 & 402, 4th Floor Tower B, Peninsula Business Park Lower Parel, Mumbai 400 013, Maharashtra, India Telephone: +91 22 3395 8019 Facsimile: +91 22 3078 8584 Email: Investor Grievance Email: Website: Contact Person: Mr. Rishi Tiwari SEBI Registration Number: INM000011252 Link Intime India Private LIMITED C-13, Pannalal Silk Mills Compound Marg, Bhandup (West) Mumbai 400 078 Maharashtra, India Telephone: +91 22 6171 5400 Facsimile: +91 22 2596 0329 Email: Investor Grievance Email: Website: Contact Person: Mr. Dinesh Yadav SEBI Registration No.: INR000004058 ISSUE PROGRAMME ISSUE OPENS ON LAST DATE FOR REQUEST FOR SPLIT APPLICATION FORMS ISSUE CLOSES ON JANUARY 25, 2017 FEBRUARY 2, 2017 FEBRUARY 9, 2017 TABLE OF CONTENTS SECTION I GENERAL.

5 1 DEFINITIONS AND ABBREVIATIONS .. 1 NOTICE TO OVERSEAS INVESTORS .. 6 PRESENTATION OF FINANCIAL INFORMATION .. 8 FORWARD LOOKING STATEMENTS .. 10 SECTION II: RISK FACTORS .. 12 SECTION III: INTRODUCTION .. 31 THE ISSUE .. 31 SUMMARY FINANCIAL INFORMATION .. 32 GENERAL INFORMATION .. 38 CAPITAL STRUCTURE .. 42 OBJECTS OF THE ISSUE .. 59 SECTION IV: TAX BENEFIT STATEMENT .. 63 SECTION V: OUR MANAGEMENT .. 65 SECTION VI: FINANCIAL INFORMATION .. 69 FINANCIAL STATEMENTS .. 69 ACCOUNTING RATIOS AND CAPITALISATION STATEMENT .. 70 STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY .. 71 SECTION VII: LEGAL AND OTHER INFORMATION .. 74 OUTSTANDING LITIGATION AND DEFAULTS .. 74 GOVERNMENT AND OTHER APPROVALS .. 78 MATERIAL DEVELOPMENTS .. 79 OTHER REGULATORY AND STATUTORY DISCLOSURES .. 81 SECTION VIII: ISSUE INFORMATION .. 91 TERMS OF THE ISSUE .. 91 SECTION IX: OTHER INFORMATION .. 126 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .. 126 DECLARATION .. 128 1 SECTION I GENERAL DEFINITIONS AND ABBREVIATIONS Definitions This Letter of Offer uses certain definitions and abbreviations, which unless the context indicates or implies otherwise, have the meanings as provided below.

6 Reference to any legislation, act, regulation, guideline or policy will be deemed to include all amendments, modifications and replacements notified thereto, as of the date of this Letter of Offer. Company Related Terms Term Description Articles of Association / Articles / AoA Articles of association of our Company, as amended Audited Financial Statements The audited financial information of our Company as at and for the financial years ended March 31, 2016 and the related notes and schedules thereto prepared in accordance with the requirements of the Companies Act, 2013 and Indian GAAP Board of Directors / Board Board of directors of our Company or a duly constituted committee thereof, as the context may refer to Condensed Interim Financial Statements The unaudited condensed interim financial statements as at and for the six-month period ended September 30, 2016 and the related notes and schedules there to prepared in accordance with Indian GAAP Corporate Office Corporate office of our Company situated at Birla Building, 13th Floor, 9/1, R.

7 N. Mukherjee Road, Kolkata 700 001, West Bengal, India Corporate Promoter Central India INDUSTRIES LIMITED Director(s) Any or all the directors on our Board, as may be appointed from time to time Equity Shares Equity shares of our Company having a face value of ` 1 each Financial Statements The Audited Financial Statements and Condensed Interim Financial Statements Group Companies Such companies as are covered under the applicable accounting standards. Further, there are no other material group companies. Memorandum of Association / Memorandum / MoA Memorandum of association of our Company, as amended Our Company / the Issuer / We / Our / Us / ORIENT PAPER & INDUSTRIES LIMITED Preference Shares Preference shares of our Company having face value of ` 100 each Promoter Group Nirmala Birla, Shyam Sundar Jajodia, Amita Birla, Avani Birla, Avanti Birla, Shekhavati Investments and Traders LIMITED , Hindusthan Discounting Company LIMITED , Gwalior Finance Corporation LIMITED , Amer Investments (Delhi)

8 LIMITED , Universal Trading Company LIMITED , National Engineering INDUSTRIES LIMITED , Rajasthan INDUSTRIES LIMITED , Ashok Investment Corporation LIMITED , Jaipur Finance and Dairy Products Private LIMITED , India Silica Magnesite Works LIMITED and Bengal Rubber Company LIMITED Promoters Chandra Kant Birla and Central India INDUSTRIES LIMITED Registered Office Registered office of our Company situated at Unit VIII, Plot No. 7, Bhoinagar, Bhubaneshwar - 751 012, Odisha, India Shareholders Equity shareholders of our Company, from time to time Statutory Auditors Statutory auditors of our Company, namely, M/s S. R. Batliboi & Co. LLP, Chartered Accountants Subsidiary ORIENT Electric LIMITED , our wholly owned subsidiary incorporated on October 10, 2016 2 Issue Related Terms Term Description Abridged Letter of Offer / ALOF Abridged letter of offer to be sent to the Eligible Shareholders with respect to the Issue in accordance with the provisions of the SEBI ICDR Regulations and the Companies Act Allot / Allotment / Allotted Allotment of Rights Equity Shares pursuant to the Issue Allotment Date Date on which the Allotment is made Allottee(s) Person(s) who are Allotted Rights Equity Shares pursuant to the Allotment Applicant Eligible Shareholder(s)

9 And/or Renouncee who make an application for the Rights Equity Shares pursuant to the Issue in terms of this Letter of Offer, including an ASBA Applicant Application Money Aggregate amount payable in respect of the Rights Equity Shares applied for in the Issue at the Issue Price Application Supported by Blocked Amount / ASBA Application (whether physical or electronic) used by an ASBA Investor to make an application authorizing the SCSB to block the Application Money in an ASBA Account maintained with the SCSB ASBA Account Account maintained with the SCSB and specified in the CAF or the plain PAPER application by the Applicant for blocking the amount mentioned in the CAF or the plain PAPER application ASBA Applicant / ASBA Investor Eligible Shareholders proposing to subscribe to the Issue through ASBA process and who: 1. are holding the Equity Shares of our Company in dematerialised form as on the Record Date and have applied for their Rights Entitlements and / or additional Rights Equity Shares in dematerialised form; 2.

10 Have not renounced their Rights Entitlements in full or in part; 3. are not Renouncees; and 4. are applying through blocking of funds in a bank account maintained with the SCSBs. All QIBs, Non-Institutional Investors and Investors whose Application Money exceeds ` 2,00,000 can participate in the Issue only through the ASBA process. All Renouncees shall apply in the Issue only through non-ASBA process for further details please see chapter titled Terms of the Issue on page 91 of this Letter of Offer. Banker to the Issue HDFC Bank LIMITED , acting as the refund bank and escrow collection bank to the Issue Composite Application Form / CAF The form used by an Investor to make an application for the Allotment of Rights Equity Shares in the Issue Consolidated Certificate In case of holding of Equity Shares in physical form, the certificate that would be issued for the Rights Equity Shares Allotted to each folio Controlling Branches / Controlling Branches of the SCSBs Such branches of the SCSBs which co-ordinate with the Lead Manager, the Registrar to the Issue and the Stock Exchanges, a list of which is available on Designated Branches Such branches of the SCSBs which shall collect the CAF or the plain PAPER application, as the case may be.