Tipos de Violencia

Our Company was incorporated as Balcke Durr Cooling Towers Limited on February 17, 1995 and was awarded the certificate of commencement of business on March 8, 1995. It was involved in the business of design and construction of cooling towers and was a subsidiary of Balcke-Durr Aktiengesellschaft, a German company which was held by Deutsche Babcock. In 1996, Balcke Durr Cooling Towers Limited started a water treatment division and pursuant to this, it changed its name to Balcke Durr and Wabag Technologies Limited by a special resolution passed on July 29, 1996 and was issued a fresh certificate of incorporation on September 12, 1996.

In April 1999, the Austrian group VA Tech acquired the water business of Deutsche Babcock operating under the Wabag brand name. In India, the water and non water divisions of Balcke Durr and Wabag Technologies Limited were demerged. The scheme of demerger was approved by the High Court of Madras pursuant to its order dated March 3, 2000 and the non-water division of Balcke Durr and Wabag Technologies Limited was transferred to BDT Limited. For further details, please see the section titled “History and Certain Corporate Matters – Key Agreements/ Schemes of Arrangement - Scheme of Demerger of water and non-water division of our Company (the “Demerger Scheme”)” on page 128. Consequently, the name of Balcke Durr and Wabag Technologies Limited was changed to VA Tech Wabag Limited pursuant to a special resolution dated March 10, 2000. A fresh certificate of incorporation consequent upon the name change was granted to our Company on April 4, 2000. Pursuant to the demerger and change of name, our Company was primarily involved in design, supply, construction and erection of water, wastewater treatment plants and operation and maintenance of the same.

On August 25, 2006, the majority shareholding of our Company was acquired by Western India Trustee and Executor Company Limited, in its capacity as trustee of India Advantage Funds – I and represented by the investment manager ICICI Venture Funds Management Company Limited, along with our Promoters, Rajiv Mittal, Amit Sengupta, Shiv Narayan Saraf and S. Varadarajan. The aforementioned acquisition was undertaken through the acquisition of the shareholding of our Company from Wabag Austria through I-Ven Water Technologies Limited in September 2005 and subsequent merger of I-Ven Water Technologies Limited with our Company. For further details, please see the section titled “History and Certain Corporate Matters – Key Agreements/ Schemes of Arrangement - Scheme of Amalgamation of I-Ven Water Treatment Technologies Limited (“IVTL”) with our Company (the “Scheme of Merger”)” on page 128.

On December 6, 2007, our Company incorporated a joint venture company now called VA Tech Wabag (Gulf) Contracting LLC with Badriya Hassan Makki, in which our Company holds a 49% shareholding. In terms of a shareholders’ agreement dated September 11, 2007, our Company has 100% beneficial interest in the aforementioned joint venture company. For further details, please see the section titled “Our Subsidiaries” on page 133.

Further, on November 6, 2007, our Company through its wholly owned subsidiary Wabag Singapore, acquired the entire shareholding of Wabag Austria. Pursuant to this acquisition, Wabag Austria and its subsidiaries became our subsidiaries. For further details, please see the section titled “Our Subsidiaries” on page 133.

On December 21, 2009, our Company through our Subsidiary, VA Tech Wabag (Hong Kong) Limited, incorporated a subsidiary called Beijing VA Tech Wabag Water Treatment Technology Co., Ltd., in which VA Tech Wabag (Hong Kong) Limited has a 100% shareholding. For further details, please see the section titled “Our Subsidiaries” on page 133.

Organisation Chart

VA TECH WABAG Limited, Chennai, India

VA TECH WABAG Brno, spol s.r.o. Tschechien (Czech)

WABAG Wassertechnik AG Schweiz, Winterthur

Beijing VA Tech WABAG Water Treatment Technology Co.,Ltd. VA TECH WABAG (Hongkong) Ltd.

VA TECH WABAG Deutschland GmbH Zwenkau

VA TECH WABAG Algerie SARL, Alger

VA TECH WABAG Tunisie SARL, Tunis

WABAG Water Services Macao Ltd.

WABAG Water Services S.R.L., Romania

Windhoek Goreangab Operating Company (Pty) Ltd, Namibia

VA TECH WABAG PTE. Ltd, Singapore

VA TECH WABAG GmbH Vienna, Austria

VA Tech Wabag (Gulf) Contracting L.L.C., Dubai First STP Pvt. Ltd, Chennai, India

Engenharia Hidraulica De Macao Lim. P.R.China

100% 5% 49% 100% 100% 70% 15% 100% 100% 33% 100% * 10% 90% 96% 99% 1% 4% 10% 90% (100% beneficial holding) 15% 100%

Major Events of our Company

The table sets forth some of the major events of our Company.

Date Event

April 1997 First EPC order intake of our Company from Reliance Petroleum

March 2000 Entry into municipal segment by our Company: Receipt of first municipal order from Chennai Metropolitan Water Supply and Sewerage Board

September 2000 Receipt of ISO 9001:2000 certification from Lloyd’s Register Quality Assurance

July 2002 Starting of O&M activity and receipt of first O&M order by our Company from Chennai Metropolitan Water Supply and Sewerage Board (Redhills plant)

September 2002 Receipt of an order worth approximately Rs. 7,000 lakhs from Bangalore Water Supply and Sewerage Board

March 2003 Crossing of Rs. 10,000 lakhs turnover by our Company

September 2004 Receipt of best construction award from Indian Concrete Institute – Karnataka for construction of sewage treatment plant at Mailasandra for Bangalore Water Supply and Sewerage Board

September 2005 I-Ven Water Treatment Technologies Limited acquired a majority stake in our Company April 2006 Scheme of Merger of I-Ven Water Treatment Technologies Limited with our Company

August 2006 Adoption of the ESOP Scheme 2006 by our Company

August 2006 Acquisition of majority shareholding in our Company by Rajiv Mittal, Amit Sengupta, Shiv Narayan Saraf and S. Varadarajan together with ICICI Venture Funds Management Company Limited

September 2006 Receipt of an order worth approximately Rs. 18,638 lakhs from Kerala Water Authority March 2007 Crossing of Rs. 20,000 lakhs turnover by our Company

March 2007 Allotment of 3,97,078 equity shares of Rs. 10 each to GLG Emerging Markets Fund, Cayman Islands April 2007 Creation of four SBUs – municipal, industrial, international and operations business group

July 2007 Company’s Order Book crosses Rs. 50,000 lakhs

August 2007 Incorporation of Wabag Singapore

September 2007 Receipt of first overseas O&M order by our Company from Qatar November 2007 Acquisition of Wabag Austria and subsidiaries by our Company December 2007 Incorporation of VA Tech Wabag (Gulf) General Trading LLC, Dubai

January 2008 Allotment of 48,198 Equity Shares of Rs. 10 each to Government of Singapore Investment Corporation Pte Ltd, Singapore, 72,296 Equity Shares of Rs. 10 each to Passport India Investments (Mauritius ) Ltd., Mauritius and 24,099 Equity Shares of Rs. 10 each to Sattva India Opportunities Company Ltd., Mauritius

February 2008 Incorporation of Wabag Water Services s.r.l, Romania March 2008 Crossing of Rs. 30,000 lakhs turnover by our Company

March 2008 Company’s Order Book crosses 1,00,000 lakhs

March 2008 Receipt of first overseas EPC order by our Company from Oman May 2008 Starting of International Engineering Centre in Pune

May 2008 Opening of a branch office in Oman

June 2008 Receipt of approximately Rs. 19,071 lakhs order from Delhi Jal Board

December 2008 Amendment of Memorandum of Association of VA Tech (Gulf) General Trading LLC and change of name to VA Tech Wabag (Gulf) Contracting LLC, Dubai

March 2009 Crossing of Rs. 50,000 lakhs turnover by our Company

March 2009 Go Live of ERP by our Company

May 2009 Receipt of ISO-9001:2008 certification from Bureau Veritas

May 2009 Incorporation of VA Tech Wabag (Hong Kong) Limited

December 2009 Receipt of Rs. 1,03,368 lakhs order for sea water desalination plant from Chennai Metropolitan Water Supply and Sewerage Board

Changes in Registered Office Date of Change of

Registered Office

Address

March 8, 1995 APEX Plaza, Fifth Floor, No. 3, Nungambakkam High Road, Chennai 600 034

March 13, 1996 Change of registered office from APEX Plaza, Fifth Floor, No. 3, Nungambakkam High Road, Chennai 600 034 to APEX Plaza, Third Floor, No. 3, Nungambakkam High Road, Chennai 600 034

Date of Change of Registered Office

Address

Road, Chennai 600 034 to No.6 Murray’s Gate Road, Alwarpet, Chennai 600 018

July 5, 2005 Change of registered office from No.6 Murray’s Gate Road, Alwarpet, Chennai 600 018 to No.11 Murray’s Gate Road, Alwarpet, Chennai 600018

The changes in our registered office were to ensure greater operational efficiency.

Main Objects of our Company

The main objects as contained in the Memorandum of Association are:

1. To carry on business as general engineers, mechanical engineers, process engineers, civil engineers, general mechanical and civil contractors, wet and dry cooling systems specialists and to enter into contracts and joint ventures in relation to and to erect, construct, supervise, maintain, alter, repair, pull down and restore, either alone or jointly with other companies or persons, works of all descriptions including plants of all descriptions, factories, mills, refineries, pipelines, gas works, electric works, power plants, water works, water treatment plants, and to undertake turnkey projects of every description and to undertake the supervision of any plant or factory and to invest in or acquire interest in companies carrying on the above business.

2. To carry on the business of manufacturing, assembling, installing, repairing, converting, buying, selling, exchanging, altering, importing, exporting, hiring, letting on hire, distributing or dealing in all types of wet and dry cooling systems, monitoring equipment, steam trap and strainers, heat exchangers and other tools, implements, appliances, bolts, nuts, hooks and engineering goods, ferrous and non-ferrous metals and metal products, foundry and factory supplies, mill supplies, industrial articles of all kinds and description for all types of cooling systems applications and industrial vehicles of all kinds and all components parts, accessories, equipment and apparatus for use in connection therewith.

3. To act as engineering, technical, financial and management consultants and to advise and assist on all aspects of industrial management or activity and to make evaluations, feasibility studies, project reports, forecasts and surveys and to give expert advise and suggest ways and means of improving efficiency in power plants, chemical, petrochemical plants, steel and iron manufacturing and processing industries, plants of all other kinds, factories and industries of all kinds, and supply to and to provide, maintain and operate service facilities, conveniences, bureaus and the like for the benefit of any person, company, corporate body, firm, trust, association, society or organisation whatsoever and generally to act as service organisation or for providing generally engineering, administrative, advisory, commercial, management consultancy, technical, quality control and other services to persons, companies, corporate bodies, firms, trusts, associations or organisations whatsoever and to undertake the supervision of any business or organisation and to undertake turnkey projects and to invest in or acquire interest in companies carrying on the above business.

4. To act as agents, distributors, stockists for Government or other authorities, or for manufacturers, or merchants and others and to carry on agency business.

The main objects as contained in the Memorandum of Association enable our Company to carry on the business presently carried out as well as business proposed to be carried out and the activities proposed to be undertaken pursuant to the Objects of the Issue.

Amendments to the Memorandum of Association Date of

shareholders’ resolution

Nature of amendment

July 29, 1996 The authorised share capital was increased from Rs.50,00,000 to Rs.1,00,00,000

July 29, 1996 The name of our Company was changed from Balcke Durr Cooling Towers Limited to Balcke Durr and Wabag Technologies Limited

December 17, 1997 The authorised share capital was increased from Rs.1,00,00,000 to Rs.2,00,00,000 July 24, 1998 The authorised share capital was increased from Rs.2,00,00,000 to Rs.2,50,00,000

March 10, 2000 The name of our Company was changed from Balcke Durr and Wabag Technologies Limited to VA Tech Wabag Limited

October 24, 2000 The authorised share capital was increased from Rs.2,50,00,000 to Rs.4,50,00,000 August 3, 2006 The authorised share capital was increased from Rs.4,50,00,000 to Rs.15,00,00,000

September 14, 2009 The authorised share capital was changed from Rs. 15,00,00,000 divided into 1,01,75,000 Equity Shares of Rs. 10 each and 48,25,000 preference shares of Rs. 10 each to 2,03,50,000 Equity Shares of Rs. 5 each and 48,25,000 preference shares of Rs. 10 each

Key Agreements/ Schemes of Arrangements

Scheme of Demerger of water and non water business of our Company (the “Demerger Scheme”)

On April 20, 1999, our Board of Directors approved the Demerger Scheme in terms of Sections 391 to 394 of the Companies Act for the demerger of the water and non-water treatment division of our Company. In terms of the Demerger Scheme, the non-water division of our Company was transferred to BDT Limited (“BDT”) with effect from April 1, 1999 (the “Transfer Date”) and the water treatment division would be retained by our Company. Our Company obtained the approval of the High Court of Madras for the Demerger Scheme on March 3, 2000.

The demerger was undertaken to allow our Company to focus on the activity of water treatment and BDT to focus on its independent line of activity.

The Demerger Scheme envisaged the transfer of the non water treatment undertaking of our Company to BDT in the manner provided for in the Demerger Scheme and the consequent issue of 11 equity shares of BDT of face value Rs. 10 to the shareholders of our Company for every 25 Equity Shares of Rs. 10 each held by the then shareholders of our Company.

Further, it provided for the transfer of all the properties and assets relating to non water treatment business of our Company and all other interests or rights in/arising out of/relating to such properties and all debts, liabilities, duties and obligations of our Company relating to the non water treatment business as on the Transfer Date including liabilities on account of unsecured loans and sundry creditors to BDT.

The Demerger Scheme, inter alia, also provided for the manner of vesting and transfer of the assets of the non water treatment business of our Company to BDT as well as the transfer of contracts of whatsoever nature relating to the non water treatment business and employees of non water treatment business of our Company to BDT.

Scheme of Amalgamation of I-Ven Water Treatment Technologies Limited (“IVTL”) with our Company (the “Scheme of Merger”)

On March 8, 2006, our Board approved the Scheme of Merger under Sections 391 to 394 of the Companies Act for the amalgamation of IVTL with our Company, whereby the undertakings, rights, obligations, etc. of IVTL were transferred to our Company and IVTL was dissolved without winding up, pursuant to a report by the official liquidator, with effect from the April 1, 2006. Our Company obtained the approval of the High Court of Madras for the Scheme of Merger on June 26, 2006.

The Scheme of Merger envisaged the transfer of the undertakings, business, investments, obligations, employees, etc. from IVTL to our Company and the consequent issue of 71 Equity Shares of Rs. 10 each by our Company to the

shareholders of IVTL for every 100 equity shares held by the then shareholders of IVTL in the manner provided therein and issue of one preference share Rs. 10 each of our Company to the preference shareholders of IVTL for every one preference share of IVTL held by them.

The Scheme of Merger, inter alia, provided the manner of vesting and transfer of the assets and undertakings of IVTL to our Company, the transfer of contracts of whatsoever nature of IVTL to our Company and the continuance of our Company as a party in IVTL’s place in the same, the transfer of all debts and obligations of IVTL to our Company, the transfer of all suits and proceedings by or against IVTL to our Company and the transfer of employees engaged by IVTL to our Company on terms and conditions not less favourable than those on which they were engaged in IVTL.

Share Subscription, Share Purchase and Shareholders’ Agreements

1. Share purchase agreement (the “GSIC SPA”) between our Company, individual shareholders as defined under the GSIC SPA (the “Sellers”) and Government of Singapore Investment Corporation Pte. Ltd. (“GSIC”) dated January 2, 2008

Our Company entered into the GSIC SPA pursuant to which the Sellers sold and GSIC purchased 18,777 fully paid Equity Shares of face value Rs. 10 each of our Company at a price of Rs. 2,766.39 Equity Share. 2. Share subscription agreement (the “GSIC SSA”) between our Company and Government of Singapore

Investment Corporation Pte. Ltd. (“GSIC”) dated January 2, 2008

Our Company entered into the GSIC SSA pursuant to which GSIC agreed to subscribe to 48,198 fully paid Equity Shares of face value Rs. 10 each of our Company at a price of Rs. 2,766.39 per Equity Share. 3. Share purchase agreement (the “PIIM SPA”) between our Company, individual shareholders as defined

under the PIIM SPA (the “Sellers”) and Passport India Investments (Mauritius) Ltd. (“PIIM”) dated December 31, 2007

Our Company entered into the PIIM SPA pursuant to which the Sellers have sold and PIIM has purchased 13,109 fully paid Equity Shares of face value Rs. 10 each of our Company at a price of Rs. 2,766.39 per Equity Share.

4. Share subscription agreement (the “PIIM SSA”) between our Company and Passport India Investments (Mauritius) Limited (“PIIM”) dated January 2, 2008

Our Company entered into the PIIM SSA pursuant to which PIIM agreed to subscribe to 72,296 fully paid Equity Shares of face value Rs. 10 each of our Company at a price of Rs. 2,766.39 per Equity Share. 5. Share subscription agreement (the “Sattva SSA”) between our Company and Sattva India Opportunities

Company Limited (“Sattva”) dated January 2, 2008

Our Company entered into the Sattva SSA pursuant to which Sattva agreed to subscribe to 24,099 fully paid Equity Shares of face value Rs. 10 each constituting 0.58% of the total issued and paid up share capital of our Company at a price of Rs. 2,766.39 per Equity Share. By a letter dated March 5, 2010, our Company requested Sattva and by a countersign Sattva has agreed to waive certain provisions under the Sattva SSA relating to obligations on our Company to provide information to Sattva. Sattva’s rights under the Sattva SSA, in terms of the Sattva SSA will cease to have effect in the event of an IPO by our Company.

6. Share subscription agreement (the “GLG SSA”) between our Company and GLG Emerging Markets Fund (“GLG”) dated February 23, 2007

Our Company entered into the GLG SSA pursuant to which GLG agreed to subscribe to 397,078 Equity Shares at a price of 2,224.62 per Equity Share. By a letter dated March 5, 2010, our Company requested GLG to waive certain provisions under the GLG SSA relating to anti-dilution rights and right of first

refusal to GLG for purchase of Equity Shares issued by our Company that GLG was entitled to in terms of the GLG SSA. These rights have been waived by GLG by a letter dated March 11, 2010.

7. Siemens SPA between Siemens Aktiengesellschaft Öesterreich (“Siemens”) and Wabag Singapore dated September 19, 2007 with closing memorandum dated November 6, 2007

Wabag Singapore entered into the Siemens SPA pursuant to which Siemens agreed to transfer and Wabag Singapore agreed to purchase the registered paid up capital of Wabag Austria amounting to EUR 1,000,000 for a consideration of Euro 1.00.

In terms of this agreement, Siemens provided Wabag Austria a non-repayable equity contribution in the amount of EUR 23,850,000 (Euros Twenty three million eight hundred fifty thousand) net of tax towards repayment of its liabilities like the Kontrollbank Refinancing Facility, sublines cash obligations and in relation to its certain of its projects, to raise the equity as required by Austrian law. As consideration,