The complex structure of Sterlite's offer, which has a cash component of only Rs 131, includes a Rs 90 part by way of "optionally convertible redeemable preference shares (OCPS). Those who accept Sterlite's offer will have a one-time option of converting the OCPSs into equity shares of Sterlite of Rs 10 each at the conversion price.

The GDR holders account for 12.17 per cent of Indal's equity. While calculating the 52.03 per cent, Sterlite appears to have added the stakes of foreign financial institutions (5.26 per cent), Indian FIs (36.07 per cent), state governments (0.29 per cent), mutual funds (1.81 per cent) and the general public (9.72 per cent). These add up to 53.15 per cent. Allowing for around 1.12 per cent, this gives the figure of 52.03 per cent.

Of the rest,Alcan Industries, Indal's partner and defender, holds 34.62 per cent, while the GDR holders account for almost 12.17 per cent.

By leaving out the GDR holders, Sterlite seems to have gone against the spirit of the takeover code, under which all shareholders of Indal should be able to participate in any revised bids.

However, corporate analysts said Sterlite does not have a choice here, as a GDR holder who accepts the company's offer may end up with shares of Sterlite because of the OCPS. A GDR represents Indian shares, and a foreign investor cannot own Indian shares directly.

In Sterlite's original offer for a stake of only 20 per cent, made on April 27, the company had laid down the procedure for GDR holders who wanted to accept the bid. The original offer involved a full cash-down payment.