· draft red herring prospectus dated 29 june 2010 please read section 60b of the companies act,...
TRANSCRIPT
DRAFT RED HERRING PROSPECTUS Dated 29 June 2010
Please read Section 60B of the Companies Act, 1956 100% Book Built Issue
(The Red Herring Prospectus will be updated upon filing with the ROC)
JAIN INFRAPROJECTS LIMITED
Our Company was incorporated on 7 November 2006 under the provisions of Companies Act, 1956 by converting M/s. Bengal Construction Co, a partnership firm, into a company under Part IX of the
Companies Act, 1956 under the name and style of “Bengal Infrastructure Limited” vide Certificate of Incorporation issued by the Registrar of Companies at Kolkata, West Bengal. M/s. Bengal
Construction Co was originally formed by a partnership deed dated 31 March 2000 and was subsequently reconstituted on 1 September 2001, 1 April 2004, 1 April 2005, 31 March 2006 respectively.
Soon after incorporation, the name of the Company was changed from “Bengal Infrastructure Limited” to “Jain Infraprojects Limited” with effect from 21 December 2006 and a fresh certificate of
incorporation was issued by the Registrar of Companies at Kolkata, West Bengal. For further information on changes in the name and registered office of our Company, please see section titled “History
and Corporate Structure” on page 101 of this Draft Red Herring Prospectus.
Registered Office: “Premlata Building”, 5th floor, 39 Shakespeare Sarani, Kolkata – 700 017
Tel.: +91 33 4002 7777 Fax: +91 33 4002 7744 E-mail: [email protected] Website: www.jaingroup.co.in
Contact Person: Mr. Sumit Kumar Surana, Company Secretary & Compliance Officer
Promoters of our Company: Mr. Mannoj Kumar Jain, Mrs. Rekha Mannoj Jain, Smriti Food Park Private Limited, Prakash Endeavours Private Limited
and Tushita Builders Private Limited
PUBLIC ISSUE OF [] EQUITY SHARES OF RS. 10 EACH OF JAIN INFRAPROJECTS LIMITED (“JIL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF
Rs. [] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [] PER EQUITY SHARE) AGGREGATING UPTO RS. 30,000 LACS (THE “ISSUE”). THE ISSUE WOULD
CONSTITUTE []% OF THE POST ISSUE PAID-UP CAPITAL OF THE COMPANY.
THE FACE VALUE OF EQUITY SHARES IS RS. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY THE COMPANY IN CONSULTATION
WITH THE BOOK RUNNING LEAD MANAGERS AND ADVERTISED AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE.
In case of revision in the Price Band, the Bidding/Issue Period will be extended for three additional working days after revision of the Price Band, subject to the Bidding/Issue Period not exceeding ten
working days. Any revision in the Price Band and the revised Bidding/Issue Period, if applicable, will be widely disseminated by notification to National Stock Exchange of India Limited (“NSE”) and
the Bombay Stock Exchange Limited (“BSE”), by issuing a press release, and also by indicating the change on the website of the Book Running Lead Manager (“BRLMs”) and at the terminals of the
other members of the Syndicate.
The Issue is being made under Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended and through the 100% Book
Building Process wherein upto 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”). Provided that our Company may allocate upto 30% of the QIB
portion to the Anchor Investors on discretionary basis (“Anchor Investor Portion”). Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a
proportionate basis to Mutual Funds only and the remaining QIB portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being
received at or above the Issue Price. If the aggregate demand by Mutual Funds is less than 5% of the QIB portion, the balance Equity Shares available for allocation in the Mutual Fund portion will be
added to the QIB portion and be available for allocation proportionately to the QIB Bidders. Further not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-
Institutional Bidders and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders subject to valid Bids being received from them at or above the
Issue Price. Any Bidder may participate in this Issue though the ASBA process by providing the details of their respective bank accounts in which the corresponding Bid Amounts will be blocked by the
SCSBs. Specific attention of investors is invited to the section titled “Issue Procedure” on page 288.
RISK IN RELATION TO THE FIRST ISSUE
This being the first issue of equity shares of our Company, there has been no formal market for the securities of our Company. The face value of the Equity Shares is Rs.10/- each and the Issue Price is
„[●]-times‟ of the face value. The Issue Price (has been determined and justified by the Book Running Lead Managers and the Company as stated under the paragraph on “Basis for Issue Price”) should
not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of our
Company nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this 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 this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue
including the risks involved. The Equity Shares offered in the Issue 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to the statement of „Risk Factors‟ given on page xii of this Draft Red Herring Prospectus.
ISSUER‟S ABSOLUTE RESPONSIBILITY
The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to the Issuer and the Issue that is
material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus 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 Draft Red Herring Prospectus as a whole or any of such information or the
expression of any such opinions or intentions, misleading in any material respect.
IPO GRADING
This Issue has been graded by [●] as [●] (pronounced [●]), indicating [●].The rationale furnished by the grading agency for its grading, will be updated at the time of filing of the Red Herring
Prospectus with the Designated Stock Exchange. For more information on IPO Grading, please refer to the section titled “General information” beginning on page 14 of this Draft Red Herring
Prospectus.
LISTING ARRANGEMENT
The Equity Shares of the Company are proposed to be listed on the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”). We have received in-principle
approval from these Stock Exchanges for the listing of our Equity Shares pursuant to their letters dated [] and [] respectively. For purposes of this Issue, the Designated Stock Exchange is [●].
BOOK RUNNING LEAD MANAGERS TO THE ISSUE REGISTRAR TO THE ISSUE
IDBI CAPITAL MARKET SERVICES
LIMITED
5th Floor, Mafatlal Centre
Nariman Point, Mumbai - 400 021 Tel: +91 22 4322 1212
Fax: +91 22 2283 8782
Email: [email protected] Investor Grievance Email:
Website: www.idbicapital.com Contact Person: Mr. Piyush Bansal / Mr.
Subodh Mallya
SEBI Registration No.: INM000010866***
SBI CAPITAL MARKETS LIMITED
202, Maker Tower „E‟,
Cuff Parade, Mumbai 400 005 Tel: +91 22 2217 8300
Fax: +91 22 2218 8332
Email: [email protected] Investor Grievance Email:
Website: www.sbicaps.com Contact Person: Mr. Gitesh Vargantwar/
Ms. Sylvia Mendonca
SEBI Registration No.: INM000003531
KEYNOTE CORPORATE SERVICES
LIMITED
4th Floor, Balmer Lawrie Building, 5, J.N. Heredia Marg, Ballard Estate,
Mumbai -400 001
Tel: +91 22 3026 6000 Fax: +91 22 2269 4323
Email: [email protected]
Investor Grievance Email: [email protected]
Website: www.keynoteindia.net
Contact Person: Mr. Girish Sharma SEBI Registration No: INM 000003606
KARVY COMPUTERSHARE
PRIVATE LIMITED
Karvy House,46, Avenue 4, Street No.1,
Banjara Hills, Hyderabad - 500 034
Tel: +91 40 2331 2454 Fax: +91 40 2331 1968
E-mail:[email protected]
Investor Grievance Email:
Website: http://karisma.karvy.com
Contact Person: Mr. M. Murali Krishna
SEBI Registration No: INR 000000221
BID/ISSUE PROGRAMME
ISSUE OPENS ON* [] ISSUE CLOSES ON** [] *Our Company may consider participation by Anchor Investors. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening Date.
** Our Company may consider closing the Bidding by QIB Bidders one Working Day prior to the Bid/Issue Closing Date subject to the Bid/Issue Period being for a minimum of
three Working Days.
***Application for renewal of the licence has been made on 11 March 2010.
TABLE OF CONTENTS
SECTION I: GENERAL I DEFINITIONS AND ABBREVIATIONS ........................................................................................................... I PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .................................................. IX FORWARD-LOOKING STATEMENTS ........................................................................................................... X SECTION II: RISK FACTORS XII SECTION III: INTRODUCTION 1 SUMMARY OF THE INDUSTRY ...................................................................................................................... 1 SUMMARY OF OUR BUSINESS ....................................................................................................................... 3 SUMMARY FINANCIAL INFORMATION ..................................................................................................... 7 THE ISSUE .......................................................................................................................................................... 13 GENERAL INFORMATION ............................................................................................................................ 14 CAPITAL STRUCTURE .................................................................................................................................... 23 OBJECTS OF THE ISSUE .................................................................................................................................. 37 BASIS FOR ISSUE PRICE .................................................................................................................................. 49 STATEMENT OF TAX BENEFITS ................................................................................................................... 52 BENEFITS AVAILABLE TO RESIDENT SHAREHOLDERS 54 SECTION IV: ABOUT THE COMPANY 61 INDUSTRY OVERVIEW ................................................................................................................................... 61 OUR BUSINESS ................................................................................................................................................. 72 REGULATIONS AND POLICIES .................................................................................................................... 89 HISTORY AND CORPORATE STRUCTURE .............................................................................................. 101 OUR SUBSIDIARY .......................................................................................................................................... 104 MATERIAL CONTRACTS ............................................................................................................................. 105 OUR MANAGEMENT .................................................................................................................................... 107 OUR PROMOTERS AND GROUP COMPANIES ....................................................................................... 119 RELATED PARTY TRANSACTION ............................................................................................................. 147 DIVIDEND POLICY ........................................................................................................................................ 148 SECTION V: FINANCIAL STATEMENTS 149 AUDITORS REPORT: STANDALONE FINANCIALS 149 AUDITORS REPORT: CONSOLIDATED FINANCIALS 182 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .................................................................................................................................................. 216 FINANCIAL INDEBTEDNESS ...................................................................................................................... 234 SECTION VI: LEGAL AND REGULATORY INFORMATION 252 OUTSTANDING LITIGATIONS AND DEFAULTS ................................................................................... 252 GOVERNMENT APPROVALS ...................................................................................................................... 265 OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................... 271 SECTION VII : ISSUE INFORMATION 280 TERMS OF THE ISSUE .................................................................................................................................... 280 ISSUE STRUCTURE ........................................................................................................................................ 283 ISSUE PROCEDURE........................................................................................................................................ 288 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .............................................. 318 SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 320 SECTION IX: OTHER INFORMATION 343 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................... 343 DECLARATION .............................................................................................................................................. 345
i
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
CONVENTIONAL OR GENERAL TERMS
TERM DESCRIPTION
Articles/Articles of Association Articles of Association of our Company
Auditors The Statutory Auditors of our Company, M/s. R.K. Chandak & Co.,
Chartered Accountants
Board/Board of Directors Board of Directors of our Company including a duly constituted committee
thereof
Companies Act The Companies Act, 1956, as amended from time to time.
Depository A depository registered with SEBI under the SEBI (Depositories and
Participant) Regulations, 1996, as amended from time to time.
Depositories Act The Depositories Act, 1996, as amended from time to time.
Depository Participant A depository participant as defined under the Depositories Act, 1996
FCNR Account Foreign Currency Non Resident Account
Financial Year/ Fiscal/ FY The period of twelve months ended 31 March of that particular year.
Insurance Act Insurance Act, 1938, as amended from time to time.
Memorandum/Memorandum of
Association Memorandum of Association of our Company
Registered Office of our
Company/ Registered Office of
the Company
“Premlata Building”, 5th
floor, 39 Shakespeare Sarani, Kolkata – 700 017,
India
COMPANY RELATED TERMS
Term Description
“We”, “us”, “our”, “the Issuer”,
“the Company”, “our Company”,
“JIL”
Unless the context otherwise requires, refers to Jain Infraprojects Limited a
public limited company incorporated under the provisions of Companies Act,
1956.
“Directors” Directors of Jain Infraprojects Limited, unless otherwise specified.
“Our Promoters”
Mr. Mannoj Kumar Jain, Mrs. Rekha Mannoj Jain, Smriti Food Park Private
Limited, Prakash Endeavours Private Limited and Tushita Builders Private
Limited.
“Our Group Companies”
Jain Steel and Power Limited, Prakash Petrochemicals Private Limited,
Prakash Vanijya Private Limited, Jain Space Infra Venture Limited, Jain
Infra Developers Private Limited, Jain Energy Limited, Jain Coke & Power
Private Limited, Bengal Infrastructure Development Private Limited, MK
Media Private Limited, Jain Technologies Private Limited, Jain Heavy
Industries Private Limited, Trinity Nirman Private Limited, Odyssey
Realtors Private Limited, Neptune Plaza Maker Private Limited, Jain
Renewable Energy Private Limited, Jain Realty Limited, Jain Power
Limited, Jain Natural Resources Limited, Jain Energy Trading Limited,
Global Scape Infrastructure Private Limited, Suraj Abhasan Private Limited,
Jain Solar Energy Private Limited and Glossy Developers Private Limited.
“Our Subsidiary” Jain Infra Global-F.Z.E.
“you”, “your” or “yours” Prospective investors in this Issue.
INDUSTRY RELATED TERMS
Term Description
BRO Border Roads Organisation
CPWD Central Public Works Department
DVC Damodar Valley Corporation
EPC Engineering, Procurement and Construction
JV Joint Venture
ii
Term Description
KM Kilometre(s)
LOI Letter of Intent
MoRD Ministry of Rural Development
MoRTH Ministry of Road Transport & Highways
MoST Ministry of Surface Transport
MTPS Mejia Thermal Power Station
NH National Highway
NHAI National Highway Authority of India
NHDP National Highway Development Project/Program
PPP Public Private Partnership
PWD Public Works Department
RCC Reinforced Cement Concrete
RCD Road Construction Department
RIDF Rural Infrastructure Development Fund
RMC Ready Mix Concrete
RSVY Rashtriya Sam Vikas Yojna
SPV Special Purpose Vehicle
ISSUE RELATED TERMS
TERM DESCRIPTION
Allotment/ Allotment of Equity
Shares
Unless the context otherwise requires, issue of Equity Shares pursuant to
this Issue.
Allottee A successful Bidder to whom the Equity Shares are being/ have been
allotted.
Anchor Investor A Qualified Institutional Buyer applying under the Anchor Investor Portion,
with a minimum Bid of Rs 1,000 Lacs.
Anchor Investor Bid/Issue Period
The day, one Working Day prior to the Bid/Issue Opening Date, on which
Bids by Anchor Investors shall be submitted and allocation to Anchor
Investors shall be completed.
Anchor Investor Issue Price
The final price at which Equity Shares will be issued and Allotted to
Anchor Investors in term of the Red Herring Prospectus and the Prospectus,
which price will be equal to or higher then the Issue Price but not higher
than the Cap Price. The Anchor Investor Issue will be decided by our
Company in consultation with the BRLMs.
Anchor Investor Portion
Up to 30% of the QIB Portion allocated by the Company to the Anchor
Investors on a discretionary basis. One third of the Anchor Investor Portion
shall be reserved for the domestic Mutual Funds at or above the price at
which allocation is being done to other Anchor Investor.
ASBA/ Applications Supported
by Blocked Amount
An application, whether physical or electronic, used by Bidders to make a
bid authorising a SCSB to block the Bid amount in the specified bank
account maintained with the SCSB.
ASBA Bidder Prospective Investors in this Issue who intend to Bid/apply through ASBA.
ASBA Bid cum Application Form
or ASBA BCAF
The form, whether physical or electronic, used by an ASBA Bidder to make
a Bid through a Self Certified Syndicate Bank, which will be considered as
the application for Allotment for the purposes of the Draft Red Herring
Prospectus and the Prospectus.
ASBA Revision Form
The form used by the ASBA Bidders to modify the quantity of the Equity
Shares or the Bid Amount in any of their ASBA BCAFs or any previous
ASBA Revision Forms.
Basis of Allotment
The basis on which Equity Shares will be Allotted to Bidders under the
Issue and which is described under “Issue Procedure” on page 288 of this
Draft Red Herring Prospectus.
Bid
An indication to make an offer, made during the Bidding/Issue Period by a
Bidder or during the Anchor Investor Bid/Issue Period, by the Anchor
Investor to subscribe to the Equity Shares at a price within the Price Band,
including all revisions and modifications thereto.
iii
TERM DESCRIPTION
For the purpose of ASBA Bidders, it means an indication to make an offer
during the Bidding/ Issue Period by an ASBA Bidder pursuant to the
submission of the ASBA BCAF to subscribe to the Equity Shares.
Bid Amount The highest value of the optional Bids indicated in the Bid cum Application
Form.
Bid/ Issue Closing Date
The date after which the members of the Syndicate and SCSB will not
accept any Bids for this Issue, which shall be notified in a widely circulated
English national newspaper, a Hindi national newspaper and a Bengali
newspaper.
Bid/ Issue Opening Date
The date on which the members of the Syndicate and SCSB shall start
accepting Bids for this Issue, which shall be the date notified in a widely
circulated English national newspaper, a Hindi national newspaper and a
Bengali newspaper.
Bid cum Application Form
The form in terms of which the Bidder shall make an offer to subscribe to
the Equity Shares of the Company and which will be considered as the
application for allotment in terms of the Draft Red Herring Prospectus
including ASBA BCAF (if applicable).
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid cum Application Form.
Book Building Process Book building mechanism as provided under Schedule XI of the SEBI
ICDR Regulations in terms of which this Issue is made.
BRLMs/ Book Running Lead
Managers
Book Running Lead Managers to this Issue, in this case being IDBI Caps,
SBI Caps and Keynote.
CAN/ Confirmation of Allotment
Note
The note or advice or intimation including any revision thereof sent to each
successful Bidder (including Anchor Investor) indicating the Equity Shares
allocated after discovery of Issue Price.
Cap Price The upper end of the Price Band, above which the Issue Price will not be
finalized and above which no Bids will be accepted.
Cut-off/ Cut-Off Price
The Issue Price finalised by the Company in consultation with the BRLMs
and it shall be any price within the Price Band. A Bid submitted at Cut-off
Price by a Retail Individual Bidder and Eligible Employees, whose Bid
Amount does not exceed Rs. 1,00,000 is a valid Bid at all price levels
within the Price Band.
Designated Branches
Such branches of the SCSBs which shall collect the ASBA BCAF used by
ASBA Bidders and a list of which is available on
www.sebi.gov.in/pmd/scsb.html.
Designated Date
The date on which funds are transferred from the Escrow Account to the
Public Issue Account or the Refund Account, as appropriate, or the amount
blocked by the SCSB is transferred from the bank account of the ASBA
Bidder to the Public Issue Account, as the case may be after the Prospectus
is filed with the Registrar of Companies located at Kolkata, West Bengal,
following which the Board of Directors shall allot Equity Shares to
successful Bidders.
Designated Stock Exchange [].
Draft Red Herring
Prospectus/DRHP
The Draft Red Herring Prospectus dated 29 June 2010 issued in accordance
with Section 60-B of the Companies Act and SEBI ICDR Regulations,
which is filed with SEBI and does not have complete particulars on the
price at which the Equity Shares are offered and size of the Issue.
Eligible NRI
An NRI from such a jurisdiction outside India where it is not unlawful to
make an offer or invitation under this Issue and in relation to whom the
Draft Red Herring Prospectus constitutes an invitation to Bid on the basis of
the terms thereof.
Equity Shares Equity Shares of the Company of face value of Rs. 10 each unless
otherwise specified in the context thereof.
Escrow Account
Account opened with Escrow Collection Bank(s) and in whose favor the
Bidder (excluding ASBA Bidders) will issue cheques or drafts in respect of
the Bid Amount when submitting a Bid.
iv
TERM DESCRIPTION
Escrow Agreement
Agreement to be entered into among the Company, the Registrar to this
Issue, the Escrow Collection Banks, Syndicate Members and the BRLMs in
relation to the collection of the Bid Amounts and dispatch of the refunds (if
any) of the amounts collected, to the Bidders (excluding ASBA Bidders).
Escrow Collection Bank(s)
The banks, which are registered with SEBI and are entitled to act as
Banker(s) to the Issue at which the Escrow Account for the Issue will be
opened, in this case being [].
First Bidder The Bidder whose name appears first in the Bid cum Application Form or
Revision Form or ASBA BCAF.
Floor Price The lower end of the Price Band, below which the Issue Price will not be
finalized and below which no Bids will be accepted.
IDBI Caps IDBI Capital Markets Services Limited.
Indian National A citizen of India as defined under the Indian Citizenship Act, 1955, as
amended, who is not an NRI.
Issue The issue of [] Equity Shares of Rs. 10 each fully paid up at the Issue Price
aggregating upto Rs. 30,000 Lacs in terms of this Draft Red Herring
Prospectus.
Issue Agreement
The agreement dated 15 June 2010 entered into among our Company and
the BRLM, pursuant to which certain arrangements are agreed to in relation
to the Issue.
Issue Proceeds
The gross proceeds of the Issue that would be available to the Company.
Issue/ Bidding Period
The period between the Bid / Issue Opening Date and the Bid/Issue Closing
Date inclusive of both days and during which prospective Bidders can
submit their Bids.
Issue Price
The final price at which Equity Shares will be issued and allotted in terms
of the Draft Red Herring Prospectus or the Prospectus, as determined by the
Company in consultation with the BRLMs, on the Pricing Date.
JainInfra ESOP 2009 The employee stock option plan framed by the Company being the
JainInfra Employee Stock Option Plan, 2009.
Keynote Keynote Corporate Services Limited.
Margin Amount The amount paid by the Bidder at the time of submission of the Bid, being
100% of the Bid Amount.
Mutual Funds Means mutual funds registered with SEBI pursuant to the SEBI (Mutual
Funds) Regulations, 1996, as amended from time to time.
Mutual Fund Portion
Upto 5% of the QIB portion (excluding the Anchor Investor Portion), being
[●] Equity Shares, available for Allocation on proportionate basis to Mutual
Funds only. The remainder of the QIB portion shall be available for
Allocation on a proportionate basis to all QIB bidders, including Mutual
Funds.
Net Proceeds
The Issue Proceeds less the Issue related expenses. For further information
about use of the Issue Proceeds and the Issue expenses see “Objects of the
Issue” on page 37 of this Draft Red Herring Prospectus.
Non Institutional Bidders
All Bidders (including sub-accounts which are foreign corporates or foreign
individuals) that are not QIBs or Retail Individual Bidders and who have
bid for Equity Shares for an amount more than Rs. 1,00,000 (but not
including NRIs other than Eligible NRIs).
Non Institutional Portion
The portion of this Issue being not less than 15% of the Issue consisting of
[] Equity Shares of Rs. 10/- each aggregating Rs. [] Lacs, available for
allocation to Non Institutional Bidders.
Non-Resident A person resident outside India, as defined under FEMA and includes a
Non Resident Indian.
Offer Document Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus.
Pay-in Date
The Bid/Issue Closing Date, except with respect to Anchor Investors, the
Anchor Investor Bidding Date or a date not later than two days after the
Bid/Issue Closing date, as may be applicable.
v
TERM DESCRIPTION
Pay-in-Period
With respect to Anchor Investors, it shall be the Anchor Investor Bid/ Issue
Period and extending until two Working Days after the Bid/ Issue Closing
Date.
In the event the Anchor Investor is required to pay any additional amount
due to the Issue Price being higher than the Anchor Investor Issue Price.
Price Band
Price band of a minimum price (floor of the price band) of Rs. [●] and the
maximum price (cap of the price band) of Rs. [●] and includes revisions
thereof. The price band will be decided by the Company in consultation
with the BRLMs and shall be notified in an English national daily
newspaper, a Hindi national daily newspaper and Bengali newspaper, each
with wide circulation.
Pricing Date The date on which the Company in consultation with the BRLMs finalizes
the Issue Price.
Prospectus
The Prospectus to be filed with the RoC in accordance with Section 60 of
the Companies Act, containing, inter alia, the Issue Price that is determined
at the end of the Book Building Process, the size of the Issue and certain
other information.
Public Issue Account Account opened with the Banker to this Issue to receive monies from the
Escrow Account for this Issue on the Designated Date.
QIB Portion The portion of the Issue to be Allotted to QIBs (including the Anchor
Investor Portion) being upto [] Equity Shares.
Qualified Institutional Buyers or
QIBs
Public financial institutions as specified in Section 4A of the Companies
Act, scheduled commercial banks, mutual fund registered with SEBI, FII
and sub-account registered with SEBI, other than sub-account which is a
foreign corporate or foreign individual, multilateral and bilateral
development financial institution, venture capital fund registered with
SEBI, foreign venture capital investor registered with SEBI, state industrial
development corporation, insurance company registered with Insurance
Regulatory and Development Authority, provident fund with minimum
corpus of Rs. 2,500 Lacs, pension fund with minimum corpus of Rs. 2,500
Lacs, National Investment Fund set up by Government of India and
insurance funds set up and managed by army, navy or air force of the Union
of India.
Red Herring Prospectus/RHP
The Red Herring Prospectus to be issued in accordance with Section 60B of
the Companies Act, which will not have complete particulars of the price at
which the Equity Shares are offered and the size of the Issue. The Red
Herring Prospectus will be filed with the RoC at least three days before the
Bid Opening Date and will become a Prospectus upon filing with the RoC
after the Pricing Date.
Refund Account
The account opened with Escrow Collection Bank(s), from which refunds
(excluding to the ASBA Bidders), if any, of the whole or part of the Bid
Amount shall be made.
Refund Banker(s)
The Banker(s) to the Issue, with whom the Refund Account(s) will be
opened, in this case being [].
Refunds through electronic
transfer of funds
Refunds through electronic transfer of funds means refunds through ECS,
Direct Credit, NEFT, RTGS or the ASBA process, as applicable.
Registrar/ Registrar to this Issue Karvy Computershare Private Limited.
Retail Individual Bidders
Individual Bidders (including HUFs and Eligible Employees) who have Bid
for an amount less than or equal to Rs. 1,00,000 in any of the bidding
options in this Issue.
Retail Portion Consists of [] Equity Shares of Rs. 10 each aggregating Rs. [] Lacs, being
not less than 35% of the Issue, available for allocation to Retail Individual
Bidder(s).
Revision Form The form used by the Bidders (excluding ASBA Bidders) to modify the
vi
TERM DESCRIPTION
quantity of Equity Shares or the Bid price in any of their Bid cum
Application Forms or any previous Revision Form(s).
SBI Caps SBI Capital Markets Limited.
Self Certified Syndicate Bank
(SCSB)
SCSB is a Banker to an Issue registered under SEBI (Bankers to an Issue)
Regulations, 1994 and which offers the service of making an Application
Supported by Blocked Amount and recognized as such by SEBI from time
to time.
SEBI ESOP Guidelines SEBI (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 as amended from time to time.
Stock Exchanges
Bombay Stock Exchange Limited and the National Stock Exchange of India
Limited.
Syndicate The BRLMs and the Syndicate Member.
Syndicate Agreement
The agreement to be entered into between the Company and the members
of the Syndicate, in relation to the collection of Bids (excluding ASBA
Bids) in this Issue.
Syndicate Member
Intermediaries registered with SEBI and Stock Exchanges and eligible to
act as underwriters. Syndicate Member(s) is / are appointed by the BRLMs,
in this case being [●].
Transaction Registration Slip/
TRS
The slip or document issued by the Syndicate Member or the SCSB (only
on demands) to the Bidders as proof of registration of the Bid.
Underwriters The BRLMs and the Syndicate Member.
Underwriting Agreement The Agreement among the Underwriters and the Company to be entered
into on or after the Pricing Date.
ABBREVIATIONS
ABBREVIATION FULL FORM
AED Arab Emirates Dirhams
Act or Companies Act The Companies Act, 1956 as amended from time to time
AGM Annual General Meeting
AMBI Association of Merchant Bankers of India
AS Accounting Standards issued by the Institute of Chartered Accountants of
India
ASBA Application Supported by Blocked Amount
AY Assessment Year
BSE Bombay Stock Exchange Limited
BG/LC Bank Guarantee/ Letter of Credit
CAGR Compounded Annual Growth Rate.
CDSL Central Depository Services (India) Limited
CRISIL Credit Rating and Information Services of India Limited
DP Depository Participant
DP ID Depository Participant‟s Identity
EBITA Earnings Before Interest, Tax, Depreciation and Amortisation
ECS Electronic Clearing System
EGM Extra Ordinary General Meeting of the shareholders
EPS Earnings per Equity Share
ESOP Employee Stock Option Plan
FCNR Account Foreign Currency Non Resident Account.
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, as amended from time to time and
the regulations issued thereunder
FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India)
vii
ABBREVIATION FULL FORM
Regulations 2000 and amendments thereto
FII
Foreign Institutional Investor (as defined under SEBI (Foreign Institutional
Investors) Regulations, 1995, as amended from time to time) registered with
SEBI under applicable laws in India
FIs Financial Institutions
FIPB Foreign Investment Promotion Board, Department of Economic Affairs,
Ministry of Finance, Government of India
FVCI Foreign Venture Capital Investors registered with SEBI under the SEBI
(Foreign Venture Capital Investor) Regulations, 2000
GDP Gross Domestic Product
GIR Number General Index Registry Number
GoI/ Government Government of India
HUF Hindu Undivided Family
INR / Rs./ Rupees Indian Rupees, the legal currency of the Republic of India
Indian GAAP Generally Accepted Accounting Principles in India
ISIN INE165J01014
IT Act The Income Tax Act, 1961, as amended from time to time
IT Rules
The Income Tax Rules, 1962, as amended from time to time, except as stated
otherwise
LA Act Land Acquisition Act, 1894 as amended from time to time
LYD or Libyan Dollars The official currency of the Great Socialist People's Libyan Arab Jamahiriy
Mn/ mn Million
MOU Memorandum of Understanding
NA/n.a Not Applicable
NAV Net Asset Value
NEFT National Electronic Fund Transfer
NR Non Resident
NRE Account Non Resident External Account
NRI/Non-Resident Indian A person resident outside India, as defined under FEMA and who is a citizen
of India or a person of Indian origin, each such term as defined under the
FEMA (Deposit) Regulations, 2000, as amended
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB
A company, partnership, society or other corporate body owned directly or
indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly as defined under Foreign Exchange Management
(Transfer or Issue of Foreign Security by a Person resident outside India)
Regulations, 2000. OCBs are not allowed to invest in this Issue
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit after tax
PBT Profit before tax
PIO Person of Indian Origin
PLR Prime Lending Rate
RBI The Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934, as amended from time to time
RoC/Registrar of Companies The Registrar of Companies, West Bengal
RoNW Return on Net Worth
Rs./ INR Indian Rupees
RTGS Real Time Gross Settlement
SCRA Securities Contract (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time
viii
ABBREVIATION FULL FORM
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to
time
SEBI Regulation/ SEBI ICDR
Regulations
The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
as amended
SEBI Insider Trading Regulations The SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended
from time to time, including instructions and clarifications issued by SEBI
from time to time
SEBI Takeover Regulations or
Takeover Code
Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997 as amended from time to time
UAE Dirham or Dirham The official currency of United Arab Emirates
USD/ $/ US$ The United States Dollar, the legal currency of the United States of America
Notwithstanding the foregoing:
a. In the section titled “Financial Statements” on page 149 of this Offer Document, defined terms shall have
the meaning given to such terms in that section.
b. In the section titled “Main Provisions of the Articles of Association of the Company” on page 320 of this
Offer Document, defined terms have the meaning given to such terms in the Articles of Association of the
Company.
ix
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Financial Data
Unless stated otherwise the financial data in this Draft Red Herring Prospectus is derived from the Company‟s
restated audited financial statements for the nine months ended 31 December 2009 and financial years ended 31
March 2009, 2008, 2007, 2006 and 2005 prepared in accordance with Indian GAAP and the Companies Act and
restated in accordance with SEBI Regulations, as stated in the report of the statutory Auditors, R.K.Chandak &
Co.
Our Fiscal Year commences on 1 April and ends on 31 March of a particular year. Unless stated otherwise,
references herein to a fiscal year (e.g., fiscal 2010), are to the fiscal year ended 31 March of a particular year.
In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sum of the
amounts listed are due to rounding-off.
Currency of Presentation
All references to “India” in this Draft Red Herring Prospectus are to the Republic of India.
In this Draft Red Herring Prospectus, unless the context otherwise requires, all references to „Rupees‟ or „Rs.‟
are to Indian Rupees, the official currency of the Republic of India.
All references to the word “Lakh” or “Lacs” means “one Hundred thousand”, the word “Crore” means“Hundred
Lacs”, the word “million (million)” means “ten lakh”, the word “Crore” means “ten million” and the word
“billion (bn)” means “one hundred crore”. In this Draft Red Herring Prospectus, any discrepancies in any table
between total and the sum of the amounts listed are due to rounding-off.
All references to „$‟, „US$‟ or „U.S. Dollars‟ are to United States Dollars, the official currency of the United
States of America.
All references to “Dirham”, “UAE Dirham” are to the official currency of the United Arab Emirates.
All references to “Libyan Dollars”, “LYD” are to the official currency of the Great Socialist People's Libyan
Arab Jamahiriy.
Exchange Rates
This Draft Red Herring Prospectus contains translations of certain US Dollar, UAE Dirham and LYD into
Indian Rupees that have been presented solely to comply with the requirements of the SEBI Regulations. These
convenience translations should not be construed as a representation that those US Dollar, UAE Dirham and
LYD could have been, or can be converted into Indian Rupees, at any particular rate, the rates stated below or at
all
Industry and Market Data
Unless stated otherwise, Market and industry data used in this Draft Red Herring Prospectus has been obtained
from publications (including websites) available in public domain and internal Company reports and data.
Industry publications generally state that the information contained in those publications has been obtained from
sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability
cannot be assured. Although the Company believes the market data used in this Draft Red Herring Prospectus is
reliable, it has not been independently verified. Similarly, internal Company reports and data, while believed to
be reliable, have not been verified by any independent source.
The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful
depends on the reader‟s familiarity with and understanding of the methodologies used in compiling such data.
The information included in this Draft Red Herring Prospectus about other listed and unlisted companies is
based on their respective annual reports and their respective information publicly available.
x
FORWARD-LOOKING STATEMENTS
We have included statements in this Draft Red Herring Prospectus which contains words such as aim”,
“anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “shall”, “will”, “will
continue”, “will pursue”, “is likely to result in”, “contemplate”, “seek to”, “future”, “objective”, “should” and
similar expressions or variations of such expressions, that are “forward-looking statements”. Similarly,
statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All
forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual
results and property valuations to differ materially from those contemplated by the relevant forward-looking
statements.
Actual results may differ materially from those suggested by the forward looking statements due to risks or
uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining
to the industries in India in which we have our businesses and our ability to respond to them, our ability to
successfully implement our strategy, our growth and expansion, technological changes, our exposure to market
risks, general economic and political conditions in India and which have an impact on our business activities or
investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest
rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in
India and globally, changes in domestic laws, regulations and taxes and changes in competition in our industry.
Important factors that could cause actual results to differ materially from our expectations include, but are not
limited to, the following:
General economic and business conditions in the markets in which the Company operates and in the
local, regional and national and international economies;
Changes in laws and regulations relating to the industries in which the Company operates;
Increased competition in the industry in which the Company operates;
The nature of our contracts with our customers which contain inherent risks and contain certain
provisions which, if exercised, could result in lower future income and negatively affect our
profitability;
Unanticipated variations in the duration, size and scope of the projects;
Changes in political and social conditions in India or in other countries that the Company may enter,
the monetary and interest rate policies of India and other countries, inflation, deflation, unanticipated
turbulence in interest rates, equity prices or other rates or prices;
Our ability to successfully implement and launch various projects and business plans for which funds
are being raised through this Issue ;
Our ability to meet our capital expenditure requirements;
Fluctuations in operating costs;
The performance of the financial markets in India; and
Any adverse outcome in the legal proceedings in which we are involved.
For further discussion of factors that could cause our actual results to differ from our expectations, see the
sections titled “Risk Factors”, “Our Business” and “Management‟s Discussion and Analysis of Financial
Condition and Results of Operations” on pages xii, 72 and 216 respectively, of this Draft Red Herring
Prospectus.
By their nature, certain market risk disclosures are only estimates and could be materially different from what
actually occurs in the future. As a result, actual future gains or losses could materially differ from those that
xi
have been estimated. Forward-looking statements refer to expectations only as of the date of this DRHP. Neither
our Company nor members of the Syndicate nor any of their respective affiliates or associates have any
obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising
after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not
come to fruition. In accordance with SEBI requirements, our Company will ensure that investors in India are
informed of material developments until the time of the grant of listing and trading approvals by the Stock
Exchanges.
xii
SECTION II: RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information
in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an
investment in our Equity Shares. If any of the following risks, or other risks that are not currently known or are
now deemed immaterial, actually occur, our business, results of operations and financial condition could suffer,
the price of our Equity Shares could decline, and you may lose all or part of your investment. The financial and
other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors
mentioned below. However, there are risk factors where the impact is not quantifiable and hence the same has
not been disclosed in such risk factors. Investment in equity and equity related securities involve a degree of risk
and investors should not invest any funds in this offer 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 this
offering. Before making an investment decision, investors must rely on their own examination of the offer and
us.
Unless otherwise stated, the financial information of the Company used in this section is derived from our
financial statements under Indian GAAP, as restated. Unless otherwise stated, we are not in a position to
specify or quantify the financial or other risks mentioned herein.
For capitalized terms used but not defined in this chapter, see the section titled “Definitions and Abbreviations”
beginning on page i.
Risks Relating to our Business
Internal Risks
1. We are yet to acquire most of the land required for the execution of the proposed Sports City
Complex. Any delay in the acquisition of the land may delay the completion of the project and will
therefore adversely affect the financial condition of our Company and its business prospects.
Pursuant to a letter of intent from the Sports Wing, Sports & Youth Services Department, Government
of West Bengal, our Company was awarded the project of setting up a sports township at Rajarhat,
West Bengal. Under the terms of the award, our Company has to procure 250 acres of land for setting
up the sports township at Rajarhat. In view of the said project, our Company is in the process of
procuring the land for setting up the Sports City Complex. The delay or inability in relation to the
acquisition of the land by our Company may consequently delay the implementation of the Sports City
Complex.
We cannot assure you that we will be able to acquire and obtain undisputed legal title to and possession
of the land best suited for the Sports City Complex and all necessary approvals and permits for the
intended uses of such land. We cannot also assure you that such acquisitions will be completed in a
timely manner, on terms that are commercially acceptable to us or at all.
In the event the Company is unable to acquire and obtain undisputed legal title to and possession of the
land suited for the Sports City Complex and all necessary approvals and permits for the intended uses
of such land, the Company may not be able to execute the project in a timely manner, which may
adversely affect the financial condition of our Company.
2. We may not be able to complete the construction of sports facilities to be spread over 50 acres out of
the 250 acres earmarked for the Sports City Complex within the stipulated period of 4 years set out
in the letter of intent. Any delay in completion of the project may have a material impact on our
Company and its business prospects.
The letter of intent contemplates a time duration of 4 (Four) years from the date of work order for the
construction and development of the sports facilities over 50 acres (“Sports Facility Area”) of the
earmarked 250 acres for the Sports City Complex. There is no assurance that we will be able to finish
the construction and development of the Sports Facility Area within the stipulated period of 4 years,
thereby having an impact on the financial position of our Company.
xiii
3. Our Company, one of our Promoters and some of our Group Companies have received demand
notices from various tax authorities raising certain tax demands and in the event such demand
notices become due and payable, it would have an implication on the financial condition of the
Company.
Our Company and some of our Group Companies have received various demand notices from the tax
authorities under the IT Act, Service Tax Act and Central Excise Act. The outcome of said demand
notices is uncertain and may have an implication on the financial condition of our Company. In the
event said notices become immediately due and payable, the financial condition of our Company may
be adversely affected. The quantum of such demands has been listed below:
Name of Entity Nature of Demand Notice Quantum (Rs. in
Lacs)
Our Company
Jain Infraprojects Limited
Service Tax 82.48
Income Tax 22.51
Tax Deduction at Source 20.38
Sub-total (A) 125.37
Our Promoter
Tushita Builders Private Limited Income Tax 11.48
Sub-total (B) 11.48
Our Group Companies
Jain Steel and Power Limited
Central Excise 232.96
Tax Deduction at Source 0.59
Entry Tax 37.38
Jain Realty Limited Tax Deduction at Source 0.01
Jain Energy Limited Tax Deduction at Source 1.25
Sub-total (C) 272.19
Total (A + B + C) 409.04
The Company, one of our Promoters and the abovenamed Group Companies may be subject to an
aggregate liability of Rs. 409.04 Lacs along with interest and penalty that may be imposed by the tax
authorities in relation to the said amounts.
4. There are certain other litigations filed against one of our Group Companies and the outcome of
these proceedings may have an impact on the standing of the said group company
Jain Steel and Power Limited had made certain payments of entry tax under the Orissa Entry Tax Act,
1999 against which the Company had filed a writ petition before the Orissa High Court challenging the
validity of the Entry Tax Act which was disposed allowing Jain Steel and Power Limited to appeal
against the demand order. Pending the finality of the proceedings, Jain Steel and Power Limited has
been making payment of the entry tax in accordance with a decision of the division bench of Orissa
High Court on the same issue. A Special Leave Petition has also been filed by Jain Steel and Power
Limited before the Supreme Court challenging the validity of the Entry Tax Act which is pending.
Depending on the outcome of these proceedings, Jain Steel & Power Limited may be required to pay
the amounts remaining unpaid on the demand notices of Rs. 37.38 Lacs for entry tax and any such
unfavourable decision of the Court may have an impact on the business and the financial condition of
such company.
Further, Jain Steel and Power Limited is also subject to an appeal filed before the National
Environmental Appellate Authority under which the said company may be required to cease all
operations at its steel plant situated at Durlaga, Jharsuguda District, Orissa. Any such decision of the
Authority may have an adverse effect on the business and financial condition of the said Group
Company and may, therefore, have an impact on the standing of our Group.
5. Portion of Equity Shares owned by Smriti Food Park Private Limited and Tushita Builders Private
Limited, our promoters, have been pledged with our lender, IDBI Bank Limited, pursuant to
xiv
financial covenants contained in our loan agreements. If we default on our obligations, lenders may
exercise their rights under the loan agreements.
Two of our Promoters, Smriti Food Park Private Limited (“SFFPL”) and Tushita Builders Private
Limited (“TBPL”), have entered into agreements for pledge of shares with IDBI Bank Limited in lieu
of a facility granted to our Company. Pursuant to the said agreements, SFFPL and TBPL have pledged
20 percent and 10 percent, respectively, of the total shareholding in our Company. Further, in the event
our Company defaults in relation to any of the covenants in the facility agreements, the concerned
lenders may exercise such rights conferred on them, including the right to recall the loan amounts
sanctioned. Further, IDBI Bank Limited may, upon a default by our Company of the covenants in the
facility agreement, review the management setup or organization of our Company requiring our
Company to restructure its management as may be considered necessary. If this happens, we may not
be able to conduct our business as planned, or at all.
6. We are not aware of any licenses that have been either procured or applied for the work orders
assigned to us by Westinghouse Saxby Farmer Limited.
We have been assigned work orders by Westinghouse Saxby Farmer Limited (“Westinghouse”) from
time to time. By virtue of the work orders awarded to Westinghouse by the Government of West
Bengal, Westinghouse has been entrusted with the responsibility of procuring all applicable licenses for
undertaking the said assigned projects. Westinghouse has, vide its letter dated 22 June 2010,
undertaken the responsibility of procuring all necessary approvals and licenses from the relevant
authorities for the assigned projects. We are unaware of any licenses and / or approvals that have been
procured by Westinghouse for the assigned projects. We cannot assure you that all the requisite
licenses and approvals have been obtained by Westinghouse. Further, we cannot assure you that there
will be no actions taken against us for the licenses or approvals not procured by Westinghouse for the
projects assigned to us. We cannot also assure you that there will be no disruptions of work of the
assigned projects due to non procurement of the applicable licenses and approvals. In the event there is
disruption of work because of the reason mentioned herein, the financial condition of our Company
will be adversely affected.
7. We have given irrevocable performance bank guarantees amounting to Rs. 1,137.39 Lacs as on 27
May 2010 pursuant to the work orders awarded to us, which, if invoked, may adversely affect our
financial position.
We have given 14 (fourteen) continuing and irrevocable performance bank guarantees amounting to
Rs. 11,37,39,354 as on 27 May 2010 to IRCON International Ltd, National Building Construction
Corporation Limited, CPWD, Patna, Uttar Pradesh Rajkiya Nirman Nigam Ltd, the Commercial Tax
Officer, Lucknow, Executive Engineer, RCD, Road Division, Motihari & Dhaka pursuant to work
orders that have been awarded by the aforementioned entities to us. The said guarantees shall remain in
force until a demand of claim under the guarantee is made in writing to the bank giving the said
guarantee. Although such demands of claim under the performance guarantees have not been made by
the banks and there have been no expressed interest from the banks of doing so, there is no surety that
such demands of claim may not be raised by the banks and if such demands of claim are raised, the
financial position of our Company may be adversely affected.
8. We have given corporate guarantees on behalf of Jain Steel and Power Limite and Prakash Vanijya
Private Limited to the tune of Rs. 4,264.00 Lacs and Rs. 647.69 Lacs respectively for loans taken
from HUDCO and Indian Bank by Jain Steel and Power Limited and from Central Bank of India by
Prakash Vanijya Private Limited. In the event all or any of the corporate guarantees are invoked, it
may adversely affect our financial condition.
Our Company has availed fund based and non-fund based working capital facilities under a Consortium
Agreement in addition to a term loan from the Central Bank of India. Further, our Group Companies
have also obtained term loans from certain financial institutions. In respect of these term loans,
Corporate Guarantees to the extent of Rs 4,911.69 Lacs have been provided by our Company and
Group Companies such as Tushita Builders Private Limited, Smiriti Food Park Private Limited,
Prakash Endeavours Private Limited, Prakash Vanijya Private Limited, Jain Technologies Park Private
Limited, Jain Heavy Industries Private Limited, Neptune Plaza Maker Private Limited and Quantam
Nirman Private Limited. These guarantees are continuing and irrevocable in nature and the Company
xv
or its Group Companies may be required to repay the sums borrowed in the event of default on the part
of the Company or concerned Group Company. In the event our Company or any Group Company is
required to pay these amounts, the same would have an adverse bearing on the financial position of our
Company or the concerned Group Company.
9. Two of our promoters, Mannoj Kumar Jain and Rekha Mannoj Jain, have given personal
guarantees for Rs. 61,344 Lacs and Rs. 59,302 Lacs respectively borrowed by our Company and
Group Companies from various banks and financial institutions. In the event all or any of the
personal guarantees are invoked, it may adversely affect their financial position.
Our Company has availed fund based and non-fund based working capital facilities under a consortium
agreement and a term loan from the Central Bank of India under the loan agreement. Further, our
Group Companies have also obtained term loans from certain banks / financial institutions. Our
Promoters, Mannoj Kumar Jain and Rekha Mannoj Jain, have provided their personal guarantees for
amounts aggregating to Rs. 61,344 Lacs and Rs. 59,302 Lacs respectively for repayment of the said
working capital facilities, term loan and loans taken by our Group Companies. These guarantees are
irrevocable and valid upto the repayment of the sums borrowed or the facilities availed by the
Company or the concerned Group Company and our Promoters may be required to pay the said
amounts in the event of default on the part of our Company or the Group Companies for repayment of
the sums borrowed or facilities availed. In the event our Promoters are required to pay these amounts,
the same would have a bearing on the financial position of our Company.
10. Our Promoters have significant control over us and have the ability to direct our business and
affairs and their interests may conflict with your interests as a shareholder.
As on date of the Draft Red Herring Prospectus, our Promoters, together with the members of the
Promoter Group, hold 85.85% of our issued and paid up equity capital of the Company. Our Promoters,
together with the members of the Promoter Group and the Promoter Group Companies, will hold [●] %
of our post-Issue paid up capital. The Promoters have the ability to control our business, including
matters relating to any sale of all or substantially all of our assets, timing and distribution of dividends,
election of our officers and directors and change of control transactions. The Promoters‟ control could
delay, defer or prevent a change in control of the Company, impede a merger, consolidation, takeover
or other business combination involving the Company or discourage a potential acquirer from making a
tender offer or otherwise attempting to obtain control of the Company even if it is in the Company‟s
best interest. The Promoters and members of the Promoter Group may influence the material policies of
the Company in a manner that could conflict with the interests of our other shareholders.
11. We await certain pending approvals and licences for some of our ongoing projects and in the event
we are unable to procure these licences, our ability to execute these projects may be impaired
Sl
No Particulars of Contract
Licences/Registrations Pending
Approval/Renewal Date of Application
1.
IRCON International Limited,
Bihar for improvement /
upgradation of existing road of
State Highways into 2 lane
roads in the Darbhanga
District
Registration under the
Building and Other
Construction Workers
(Regulation of Employment
and Conditions of Service) Act
25 November 2009
2.
IRCON International Limited,
Bihar for improvement /
upgradation of existing road of
State Highways into 2 lane
roads in the Samastipur district
License No. L-
171/2007/ALCII under
Contract Labour (Regulations
and Abolition) Act
16 June 2009
3.
Road Construction
Department, Bihar for
Improvement of Roads in
Motihari & Dhaka Division
Registration under the
Building and Other
Construction Workers
(Regulation of Employment
and Conditions of Service) Act
Licence for 20 workers under
the Contract Labour
15 December 2009
xvi
Sl
No Particulars of Contract
Licences/Registrations Pending
Approval/Renewal Date of Application
(Regulation and Abolition)
Act, 1970
4.
Central Public Works
Department, Bihar for
Development of State
Highways in the State Of
Bihar under (RSVY) Package
No. 12B ; District(s) East &
West Champaran. I) Motihari
Turkaulia Govindganj Road
(SH –54)-6.6 KM ii) Bettia –
Areraj Road (SH –54)- 35.5
KM and Central Public Works
Department, Bihar for
development of State
Highways in the State of Bihar
under Rashtriya Sam Vikas
Yojna (RSVY); SH:-c/o
Bridges, Package No. 08Cb
(District- East/ West
Champaran)
Licence for 20 workers under
the Contract Labour
(Regulation and Abolition)
Act, 1970
Registration under the
Building and Other
Construction Workers
(Regulation of Employment
and Conditions of Service) Act
20 November 2009
5.
Uttar Pradesh Rajkiya Nirman
Nigam Limited, Uttar Pradesh
for Construction of Medical
College for Ambedkarnagar
Registration for employing
contract labour under the
Contract Labour (Regulation
and Abolition) Act, 1970
05 September 2009
Though we have applied for the abovementioned licences and approvals, we are yet to receive the
same. In the event we are unable to procure these licences, our ability to execute the projects may be
impaired.
12. After the Issue, the price of our Equity Shares may become highly volatile, or an active trading
market for our Equity Shares may not develop.
The price of our Equity Shares on the Stock Exchanges may fluctuate after the Issue as a result of
several factors, including: volatility in the Indian and global securities market; our operations and
performance; performance of our competitors; the perception in the market with respect to investments
in the road and real estate sectors; adverse media reports about us or the Indian road or infrastructure
sector; changes in the estimates, performance or recommendations by financial analysts; significant
developments in India‟s economic xviiberalization and deregulation policies; and significant
developments in India‟s Fiscal regulations. There has been no public market for the Equity Shares of
the Company and the price of the Equity Shares may fluctuate after the Issue. There can be no
assurance that an active trading market for the Equity Shares will develop or be sustained after this
Issue, or that the price at which the Equity Shares are issued will correspond to the price at which the
Equity Shares will trade in the market subsequent to the Issue.
13. We have not obtained any third party appraisals for the objects of our Issue.
Our funding requirements and the deployment of the proceeds of the Issue are based on management
estimates and have not been appraised by any bank or financial institution. We may have to revise our
management estimates from time to time and consequently our funding requirements may also change.
The estimates contained in this Draft Red Herring Prospectus may exceed the value that would have
been determined by third party appraisals, which may require us to reschedule the deployment of funds
proposed by us and this may have a bearing on our expected revenues and earnings.
14. Our Trademark “ ” is not a registered trademark.
xvii
We have applied for the registration of our trademark “ ” on 4 October 2007. Though the same has
been advertised in the trademark journals, the same is pending registration. We cannot assure you that
we may be able to procure this trademark.
Further, our trademark “ ” is also used by most of our Group Companies.
15. Risk associated with Contingent Liabilities not provided for in the Restated Audited Financial
Statements
Contingent liabilities as on 31 December 2009 are as under:
(in Lacs)
Particulars of liabilities As at December
31, 2009
As at March
31, 2009
Contingent liability in respect of guarantees and letter of
credit given by banks on behalf of the Company. 15,124.68 10,982.63
Contingent liability in respect of Corporate guarantees
given by Company on behalf of M/s Jain Steel & Power
Limited.
4,264.00 4,023.64
Contingent liability in respect of Corporate guarantees
given by Company on behalf of M/s Jain Realty
Limited.
1,994.52 1,787.00
Contingent liability in respect of Corporate guarantees
given by Company on behalf of M/s Prakash Vanijya
Private Limited.
647.69 Nil
If these contingent liabilities were to materialise, our resources may not be adequate to meet these
liabilities or our financial condition could be adversely affected. For further details about our
contingent liabilities, refer to the section titled “Management‟s Discussion and Analysis of Financial
Condition and Results of Operations” beginning on page 216 of the Red Herring Prospectus and the
notes to our financial Statements.
16. We have had negative net cash flows from operating and investing activities on a standalone and
consolidated basis in the past and cannot rule out the possibility of such negative cash flows in the
future.
We have had negative cash flow in the past from operating and investing activities.
On consolidated basis- (in Lacs)
Particulars
For the period
ended on 31st
December, 2009
For the year
ended on
31st March,
2009
For the year
ended on
31st March,
2008
For the year
ended on
31st March,
2007
For the
year
ended
on 31st
March,
2006
Net Cash Flow from
Operating Activities
(14,466.16) (2,435.86) (7,468.03) (2,398.12) (63.68)
Net Cash Flow from
Investing Activities
27.97 (1,830.47) (228.44) (764.38) (284.01)
On standalone basis- (in Lacs)
Particulars
For the
period
ended on
31st
December,
2009
For the year
ended on
31st March,
2009
For the year
ended on
31st March,
2008
For the year
ended on
31st March,
2007
For the year
ended on
31st March,
2006
Net Cash Flow from (14,486.53) (2,385.49) (7,468.03) (2,398.12) (63.68)
xviii
Operating Activities
Net Cash Flow from
Investing Activities 27.97 (1,880.17) (228.44) (764.38) (284.01)
Any operating losses or negative cash flows in the future could affect our results of operations and
financial conditions. For further details, please see the section titled „Financial Statements‟ of this Draft
Red Herring Prospectus.
17. Some of our Group Companies and our Subsidiary have incurred losses during the past years. We
cannot assure you that we will not incur losses in the future.
Some of our Group Companies have incurred losses during their past financial years, as set forth in the
table below:
(in Lacs)
Sr. No Name of the Company F.Y.2006-07 F.Y.2007-08 F.Y.2008-09
1. Tushita Builders Private Limited 62.86 3.14 (38.00)
2. Smriti Food Park Private Limited 68.29 (0.47) 78.16
3. Prakash Vanijya Private Limited (0.94) (1.27) (1.00)
4. Prakash Petrochemicals Private Limited (0.26) (0.24) 2.77
5. Prakash Endeavours Private Limited 11.51 (63.77) (58.84)
6. Jain Infra Developers Private Limited - - (0.23)
7. Jain Coke & Power Private Limited (0.33) (0.30) 2.72
8. MK Media Private Limited N.A. N.A. (10.69)
9. Jain Technologies Private Limited (0.51) (18.92) (0.49)
10. Jain Heavy Industries Private Limited (0.54) (8.40) (0.70)
11. Trinity Nirman Private Limited N.A. - (0.31)
12. Neptune Plaza Maker Private Limited N.A. - (0.32)
13. Suraj Abasan Private Limited (0.06) (0.06) (0.06)
For further details, please see section titled „Financial Statements‟ on page 149 of this Draft Red Herring
Prospectus
18. We are yet to obtain lenders’ consents from some of our lenders for the proposed offering.
Out of the seven consortium members, we have obtained consents from Central Bank of India, State
Bank of India, State Bank of Bikaner and Jaipur and IDBI Bank Limited for the proposed intial public
offering. We are yet to obtain consents from Punjab National Bank, UCO Bank and Indian Overseas
Bank for the purpose of this initial public offering. However, they have, vide their letters, intimated to
us that our request for approval is being considered by their competent authorities. In the event our
lenders do not provide their express consent for the proposed initial public offering, our ability to raise
capital through this offering may be impaired. For further details on our lenders and their consent,
please refer to section on “Financial Indebtedness” on page 234 of this Draft Red Herring Prospectus.
19. We may not be able to procure contracts due to the competitive bidding process prevailing in the
construction industry.
Most tenders are awarded to our Company pursuant to a competitive bidding process. The notice
inviting bids may either involve pre-qualification, or shortlisting of contractors, or a post qualification
process. In a pre-qualification or shortlisting process, the client stipulates technical and financial
eligibility criteria to be met by the potential applicants. Pre-qualification applications generally require
us to submit details about our organizational set-up, financial parameters (such as turnover, net worth
and profit and loss history), employee information, plant and equipment owned, portfolio of executed
and ongoing projects and details in respect of litigations and arbitrations in which we are involved. In
selecting contractors for major projects, clients generally limit the issue of tender to contractors they
have pre-qualified based on several criteria, including experience, technical ability and performance,
reputation for quality, safety record, financial strength, bidding capacity and size of previous contracts
in similar projects, although the price competitiveness of the bid is usually the primary selection
criterion. We may not be entitled to participate in projects where we are unable to meet the selection
xix
criteria specified by the relevant client or company. Further, we may not be able to procure a contract
even if we are technically qualified owing to price competitiveness in comparison to other bidders.
20. We are yet to place orders for capital equipment to be procured out of the proceeds of the issue.
We propose to utilise an amount of Rs. 12,381.44 Lacs out of the proceeds of the issue for the purpose
of procuring capital equipment. The detailed break up of our proposed utilization of proceeds is given
under the head “Objects of the Issue” beginning on page 37. We have obtained quotations for the
capital equipment proposed to be purchased but have not yet placed orders for the same or entered into
definitive agreement with any vendors/suppliers. There might be a substantial time gap in placing the
orders for the purchase of capital equipment. Thus, the actual cost would depend on the prices finally
settled with the suppliers and to that extent may vary with the amounts calculated on the basis of the
present quotations.
21. We have high working capital requirements. If we experience insufficient cash flows to fund our
balance working capital requirements, there may be an adverse effect on the results of our
operations.
Our business requires significant amount of working capital. Our working capital gap for the nine month
ended 31 December 2009 was Rs. 47,865 Lacs which was funded by the Banks to the extent of Rs. 29,576
Lacs and balance of Rs. 18,289 Lacs through internal accruals. Working capital is required to finance the
purchase of materials, the hiring of equipment, construction and other work on projects. Our working
capital requirements may continue to increase in future and would be part funded through internal accruals.
If we experience insufficient cash flows to fund our working capital requirements, then it may have an
adverse effect on our operations and profitability.
22. We have limited experience executing contracts outside India and we plan to further expand our
operations outside India, which exposes us to additional risks. We may not be able to successfully
manage some or all of the risks of such an expansion, which could have a material adverse effect on
our results of operations and financial condition.
To date, all of our business has been conducted in India. We plan to expand to other countries and
regions where our international experience can provide cost and operational advantages. We face
additional risks if we provide products and services in other countries or regions, including, adjusting
our products and services to different geographies, obtaining the necessary construction materials and
labour on acceptable terms, obtaining necessary governmental approvals and permits under unfamiliar
regulatory regimes and identifying and collaborating with local business parties, contractors and
suppliers with whom we have no previous relationship. We may not be able to successfully manage
some or all of the risks of such an expansion, which could have a material adverse effect on the results
of our operations and financial condition.
23. Our construction contracts are dependent on adequate and timely supply of key raw materials such
as steel and cement at commercially acceptable prices. If we are unable to procure the requisite
quantities of raw materials in time and at commercially acceptable prices, the performance of our
business and results of operations may be adversely affected.
Timely and cost effective execution of our projects is dependant on the adequate and timely supply of
key raw materials, which includes cement, steel and other construction materials. We have not entered
into any long term supply contracts with our suppliers. Further, transportation costs have been steadily
increasing and the prices of raw materials themselves can fluctuate. If we are unable to procure the
requisite quantities of raw materials in time and at commercially acceptable prices, the performance of
our business and results of operations may be adversely affected.
24. We face significant competition in our business from other engineering construction companies.
We operate in a competitive environment. Our competition varies depending on the size, nature and
complexity of the project and on the geographical region in which the project is to be executed. Some
of the construction businesses, that we compete with, have greater financial resources, economies of
scale and operating efficiencies. We compete against various engineering and construction companies.
While many factors affect the client decisions, price is the key deciding factor in most of the tenders
xx
awarded. There can be no assurance that we can continue to effectively compete with our competitors
in the future and failure to compete effectively may have an adverse effect on our business, financial
condition and results of operations. Furthermore, an increase in competition arising from the entry of
new competitors into any sector in which we operate may force us to reduce our bid prices, which, in
turn, could affect our profitability adversely.
25. Current tax benefits, which may not be available to us in the future. This may result in increased tax
liabilities and reduced profit margins.
Currently, certain tax credits under Section 80IA of the IT Act are available to all projects relating to
infrastructure development; which results in reduced tax rate, compared to the statutory tax rates. There
can be no assurance that these tax incentives will continue in the future. The non-availability of these
tax incentives could adversely affect our financial condition and results of operations.
26. We have entered into, and will enter into, related party transactions.
We have entered into transactions with several related parties, including our Promoters and Directors.
While we believe that all such transactions have been conducted on an arm‟s length basis, there can be
no assurance that we could not have achieved more favourable terms had such transactions been
entered into with unrelated parties. For more information regarding our related party transactions,
please refer to the section titled “Related Party Transactions” beginning on page 147 of the Draft Red
Herring Prospectus.
27. The Company’s ability to pay dividends in the future will depend upon future earnings, financial
condition, cash flows, working capital requirements and capital expenditures and the terms of its
financing arrangements.
The amount of its future dividend payments, if any, will depend upon the Company‟s future earnings,
financial condition, cash flows, working capital requirements and capital expenditures. There can be no
assurance that we will be able to pay dividend in the foreseeable future. Additionally, the Company is
restricted by the terms of its debt financing from making dividend payments in the event the Company
makes a default in any of the repayment instalments.
28. Our insurance coverage may not adequately protect us against certain operating hazards and this
may have an adverse effect on our business.
Our insurance policies currently consist of a general, workmen compensation, standard, equipment
insurance, vehicle insurance and an all risk policy. There can be no assurance that any claim under the
insurance policies maintained by us will be honoured fully, in part or on time. To the extent that we
suffer any loss or damage that is not covered by insurance or exceeds our insurance coverage, results of
our operations and cash flow could be adversely affected. Moreover, we do not maintain a key man
insurance policy for any of our executive directors and our key managerial personnel. For details of our
insurance cover, please refer to the section titled “Our Business” beginning on page 72 of the Draft Red
Herring Prospectus.
29. Our business may be adversely affected by severe weather conditions.
Our business operations may be adversely affected by severe weather, which may require us to
evacuate personnel or curtail services and it may result in damage to a portion of our fleet of equipment
or facilities resulting in the suspension of operations and may prevent us from delivering materials to
our jobsites in accordance with contract schedules or generally reduce our productivity. Our operations
are also adversely affected by difficult working conditions and extremely heavy rains during monsoon,
which restrict our ability to carry on construction activities and fully utilize our resources. Our business
is seasonal as road construction is generally not undertaken during monsoons and in extreme weather
conditions. Therefore, our revenues and profitability may vary significantly from quarter to quarter.
30. Failure to adhere to agreed timelines could adversely affect our reputation and/or expose us to
financial liability.
xxi
Under some of our contracts, we are liable for any loss due to delay in commencement or execution of
the work even if such delays are on account of procurement of construction material and fuel. The
client may not extend the time period for completion except in case of temporary suspension of works
ordered by it. Certain contracts also permit our clients to foreclose the contracts at any time due to
reduction or abandonment of work and leave us with no recourse in the event of such abandonment.
Certain contracts provide that we are required to complete the work as per schedule even if payments
due to us have not been made. In the event of non-completion of work on schedule or defects in our
work or damage to the construction due to factors beyond our control, we may incur significant
contractual liabilities and losses under our contracts and such losses may materially and adversely
affect our financial performance and results of operations.
31. Our success will depend on our ability to attract and retain our key personnel.
Currently, we depend on senior executives and other key management members to implement our
projects and our business strategy. If any of these individuals resign or discontinues his or her service
and is not adequately replaced, our business operations and our ability to successfully implement our
projects and business strategies could be materially and adversely affected. We intend to develop our
own employee base to perform these services in the future, but this will depend on our ability to attract
and retain key personnel. Competition for management and industry experts in the industry is intense.
Our future performance depends on our ability to identify, hire and retain key technical, support,
engineers, and other qualified personnel. Failure to attract and retain such personnel could have a
material adverse impact on our business, financial condition and results of operations.
32. We engage sub-contractors or other agencies to execute some portions of our road projects. Failure
on their part to complete the orders on time would have a bearing on our reputation and our
financial position.
We may rely on third parties for the implementation of some of our projects. For such projects, we
generally enter into several arrangements with third parties. Accordingly, the timing and quality of
construction of our contracts depend on the availability and skill of those sub-contractors. We may also
engage casual workforce in our projects. Although we believe that our relationships with our sub-
contractors are cordial, we cannot assure that such sub-contractors will continue to be available at
reasonable rates and in the areas in which we execute our projects. If some of these third parties do not
complete the orders timely or satisfactorily, our reputation and financial condition could be adversely
affected.
33. Our indebtedness and the conditions and restrictions imposed by our financing agreements could
restrict our ability to conduct our business and operations.
As on 31 December 2009, we have availed an aggregate of Rs. 34,977 Lacs as secured loans from
various banks and unsecured loan from promoters and others. Most of our loans are secured by way of
mortgage of fixed assets and hypothecation of current assets, both present and future. In case, we are
not able to pay our dues in time, the same may adversely impact our result of operations.
The financing arrangements by our Company also include conditions and covenants that require our
Company to obtain consents of the lenders prior to carrying out certain activities and entering into
certain transactions. Some of such covenants are as under:
Without the written consent of the banks, the Company cannot:
Compound or release any book-debts nor do anything whereby the recovery of the same may be
impeded, delayed or prevented;
Deal with the goods, movables and other assets and documents of title thereto, or the goods,
movables and other assets covered by the documents pledged or hypothecated or otherwise
charged to the Banks
Without prior written consent of bank, the Company cannot:
Declare dividends on share capital
Effect a change in its capital structure
Formulate any scheme of amalgamation or reconstruction
xxii
Implement any scheme of expansion or diversification or modernization other than incurring
routine capital expenditure
Make any corporate investments by way of share capital/debentures or lend or advance funds to or
place deposits with any other concern expect as done in normal course of business or required
under law
Undertake guarantee obligation on behalf of any third party or other company
Make any other borrowing arrangement
Pay dividend other than out of current year‟s profit after making all due provisions
Dispose of the whole or substantially the whole of undertaking.
Remove or dismantle any assets comprised as security expect where the same by reason of the
assets being worn out
Failure to obtain such consents can have significant consequences on our capacity to expand and it can
adversely impact our results of operations.
34. Our registered office and other offices are located on leased premises and failure to renew the same
would have a material adverse effect on our business operations.
The registered office of our Company is located at “Premlata Building”, 5th
floor, 39 Shakespeare
Sarani, Kolkata – 700 017. We have taken this property on lease from one of our Promoter, Prakash
Endeavours Private Limited, pursuant to a rent agreement executed between Prakash Endeavours
Private Limited and our Company dated 1 April 2009 for a period of 5 years. Our branch offices in the
cities of Patna, Lucknow, Bangalore and Delhi are also located on leased premises. If any of the owners
of these premises revoke the arrangements under which we occupy the premises or impose terms and
conditions that are unfavourable to us, we may suffer a disruption in our operations or have to pay
increased charges, which could have a material adverse effect on our business, financial condition and
results of operations. For more information, see “Our Business” on Page 72 of this Draft Red Herring
Prospectus.
35. Unsecured loans taken by the issuer, promoter, group companies or associates can be recalled by the
lenders at any time.
AS on 31 December 2009, we had an unsecured loans from promoters and other entities to the extent of
Rs. 3,305 Lacs for the smooth operation of the Company which may be re-called at any point of time
upon the discretion of the lenders. These unsecured loans constitute 9.45% of the total outstanding loan
in the books of the Company as on 31 December 2009. In the event such amount becomes due and
payable immediately, it may have an effect on the financial condition on the company.
36. Certain Government/Statutory Approvals and/or Licenses may have expired or applications for the
same are pending before the concerned authorities.
While our Company has endeavored to obtain or apply for all applicable governmental, statutory and
regulatory permits, licenses and approvals, including renewals thereof, to operate its business, certain
governmental or statutory approvals and/or licenses may have expired or applications for the same (or
renewals thereof) are still pending before the concerned authorities. In future, our Company will be
required to renew such permits, licenses and approvals, and obtain new permits, licenses and approvals
in order to carry on current business operations and for any proposed new operations. While we believe
that we will be able to renew or obtain such permits, licenses and approvals as and when required, there
can be no assurance that the relevant authorities will issue or renew any of such permits, licenses or
approvals in the time-frame anticipated by it or at all. Such non-issuance or non-renewal may result in
the interruption of our business operations and may have a material adverse effect on our project
completion schedule, results of operations and financial conditions. For further details, please refer the
section titled “Government Approvals” starting from page no. 265 of this Draft Red Herring
Prospectus.
37. Conflict of interest on account of promoters or directors of the issuer involved in ventures with same
line of activity.
Some of our Group Companies namely Tushita Builders Private Limited, Bengal Infrastructure
Development Private Limited, Trinity Nirman Private Limited, Odyssey Realtors Private Limited,
xxiii
Neptune Plaza Maker Private Limited, Jain Realty Limited, Global Scape Infrastructure Private
Limited, Suraj Abasan Private Limited, Jain Infra Developers Private Limited, Jain Space Infra Venture
Limited, Prakash Endeavours Private Limited and Glossy Developers Private Limited are in the same
line of business as ours. Hence, there will be common pursuits between us and Tushita Builders
Private Limited, Bengal Infrastructure Development Private Limited, Trinity Nirman Private Limited,
Odyssey Realtors Private Limited, Neptune Plaza Maker Private Limited, Jain Realty Limited, Global
Scape Infrastructure Private Limited, Suraj Abasan Private Limited, Jain Infra Developers Private
Limited, Jain Space Infra Venture Limited, Prakash Endeavours Private Limited and Glossy
Developers Private Limited, which may result in a conflict of interest between our group companies
and the business strategies, and operations of our Company. For further details refer to section titled
“Group Companies” on page no. 119 of this Draft Red Herring Prospectus.
38. Our Promoters may have a conflict of interest as most of our group entities are in the same line of
business.
Some of the entities owned/promoted by our Promoters are in the same line of business as our
Company. Hence, our Company may not get the full benefit of our Promoters‟ focused attention and
managerial skills. This may result in conflict of interest between our Promoters and the business
strategies of our Company. For further details, refer to the section titled “Our Promoters and Promoter
Group” under the heading „Common Pursuit‟ on page no. 119 of this Draft Red Herring Prospectus.
External Risks
Certain factors beyond the control of our Company could have a negative impact on our Company's
performance, such as:
39. The extent and reliability of Indian infrastructure could adversely impact our results of operations and
financial conditions.
India‟s physical infrastructure is less developed than that of many developed nations. Any congestion or
disruption with its port, rail and road networks, electricity grid, communication systems or any other public
facility could disrupt our normal business activity. Any deterioration of India‟s physical infrastructure would
harm the national economy, disrupt the transportation of goods and supplies and add costs to doing business
in India. These problems could interrupt our business operations, which may have a material adverse effect
on our results of operations and financial condition.
40. A slowdown in the economic growth in India could cause our business to suffer.
We derive substantially all of our revenues from operations in India and, consequently, our
performance and growth is dependent on the state of the overall Indian economy. The Indian economy
has shown sustained growth over the last several years, with real GDP growing at 6.7% in the year
ended 31 March 2009, 9.3% in the year ended 31 March 2008 and 9.2% in the year ended 31 March
2007. However, growth in industrial production in India has been variable. Any slowdown in the
Indian economy and, in particular, in the demand for telecommunications services, could adversely
affect our business (including reducing demand for our telecommunication towers and OFC network)
and the businesses of our customers.
41. Any downgrading of India’s debt rating by a domestic or international rating agency could have a
negative impact on our business.
India‟s sovereign debt rating could be downgraded due to various factors, including changes in tax or
fiscal policy or a decline in India‟s foreign exchange reserves, which are outside our control. Any
adverse revisions to India‟s credit ratings for domestic and international debt by domestic or
international rating agencies may adversely impact our ability to raise additional financing and the
interest rates and other commercial terms at which such additional financing is available. This could
have a material adverse effect on our business and financial performance, ability to obtain financing for
capital expenditures and the price of our Equity Shares.
42. Changes in Government Policies and political situation in India may have an adverse impact on the
business and operations of our Company.
xxiv
The Government of India has traditionally exercised and continues to exercise a significant influence
over many aspects of the economy. Our business and the market price and liquidity of the Company‟s
shares, may be affected by changes in Government of India‟s policies, including policies on taxation.
Social, political, economic or other developments in or affecting India could also adversely affect our
business. Since 1991, successive governments have pursued policies of economic liberalisation and
financial sector reforms including significantly relaxing restrictions on the private sector. The rate of
economic liberalisation could change and specific laws and policies affecting infrastructure projects,
foreign investment and other matters affecting investment in our Equity Shares could change as well.
The current Government is a coalition of various parties and the withdrawal of support by parties in the
coalition could result in general elections being held in the country. In addition, any political instability
in India may adversely affect the Indian economy and the Indian securities markets in general, which
could also affect the trading price of our Equity Shares. India‟s economy could be adversely affected
by a general rise in interest rates, adverse weather conditions affecting agriculture, general or sharp
increase in commodity and energy prices as well as various other factors. A slowdown in the Indian
economy could adversely affect the policy of the Government of India towards infrastructure, which
may, in turn, adversely affect our financial performance and our ability to implement our business
strategy.
43. If communal disturbances or riots erupt in India, or if regional hostilities increase, this would adversely
affect the Indian economy and our business.
Some parts of India have experienced communal disturbances, terrorist attacks and riots during recent years.
If such events recur, our operational and marketing activities may be adversely affected, resulting in a
decline in our income. The Asian region has, from time to time, experienced instances of civil unrest and
hostilities among neighbouring countries. Since May 1999, military confrontations between countries have
occurred in Kashmir. The hostilities between India and its neighboring countries are particularly threatening
because India and certain of its neighbors possess nuclear weapons. Hostilities and tensions may occur in the
future and on a wider scale. Also, since 2003, there have been military hostilities and continuing civil unrest
and instability in Iraq, Afghanistan and other countries in the Indian sub-continent. In July 2006 and
November 2008, terrorist attacks in Mumbai resulted in numerous casualties. Events of this nature in the
future, as well as social and civil unrest within other countries in Asia, could influence the Indian economy
and could have a material adverse effect on the market for securities of Indian companies, including our
Equity Shares.
44. The occurrence of natural or man-made disasters could adversely affect our results of operations and
financial condition.
The occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires, explosions,
pandemic disease and man-made disasters, including acts of terrorism and military actions, could adversely
affect our results of operations or financial condition, including in the following respects:
Catastrophic loss of life due to natural or man-made disasters could cause us to pay benefits at
higher levels and/or materially earlier than anticipated and could lead to unexpected changes in
persistency rates.
A natural or man-made disaster, particularly along the Yamuna river, could result in losses in our
projects, or the failure of our counterparties to perform, or cause significant volatility in global
financial markets.
Pandemic disease, caused by a virus such as H5N1, the “avian flu” virus, or H1N1, the “swine flu”
virus, could have a severe adverse effect on our business. The potential impact of such a pandemic
on our results of operations and financial position is highly speculative, and would depend on
numerous factors, including: the probability of the virus mutating to a form that can be passed from
human to human; the rate of contagion if and when that occurs; the regions of the world most
affected; the effectiveness of treatment of the infected population; the rates of mortality and
morbidity among various segments of the insured versus the uninsured population; our insurance
coverage and related exclusions; the possible macroeconomic effects of a pandemic on our asset
portfolio; the effect on lapses and surrenders of existing policies as well as sales of new policies;
and many other variables.
xxv
45. Terrorist attacks and other acts of violence or war involving India and other countries could adversely
affect the financial markets, result in a loss of business confidence and adversely affect our business,
prospects, financial condition and results of operations.
There has recently been an increase in the frequency and scale of terrorism in India and globally. On
November 26, 2008, terrorists attacked two hotels, a railway station, restaurant, hospital, and other locations
in Mumbai causing casualties. In July 2006, a series of seven explosions were launched by extremists on
commuter trains and stations in India. Our business is vulnerable to terrorism, whether due to physical
damage, reduced usage or increased fuel, insurance or other costs. Terrorism is inherently unpredictable and
difficult to protect against. Moreover, even the threat or perception of terrorism can have devastating
economic consequences. Many of our insurance policies specifically exclude recovery for damage that
results from terrorism. Any damage to any of our businesses as a result of actual or perceived terrorist
activities could reduce our revenues and/or increase our costs, which would adversely affect our business,
results of operations and financial condition.
46. Financial instability in Indian financial markets could materially and adversely affect our results of
operations and financial condition.
The Indian financial market and the Indian economy are influenced by economic and market conditions in
other countries, particularly in emerging market in Asian countries. Financial turmoil in Asia, the United
States and elsewhere in the world in recent years has affected the Indian economy. Although economic
conditions are different in each country, investors‟ reactions to developments in one country can have
adverse effects on the securities of companies in other countries, including India. A loss in investor
confidence in the financial systems of other emerging markets may cause increased volatility in Indian
financial markets and, indirectly, in the Indian economy in general. Any worldwide financial instability,
including further deterioration of credit conditions in the U.S. market, could also have a negative impact on
the Indian economy. Financial disruptions may occur again and could harm our results of operations and
financial condition.
47. Our ability to raise foreign capital may be constrained by Indian law.
As an Indian company, we are subject to exchange control laws that regulate borrowing in foreign
currencies. Such regulatory restrictions limit our financing sources for ongoing expansion plans,
acquisitions and other strategic transactions and hence, could constrain our ability to obtain financing
on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that the
required approvals will be granted to us without onerous conditions or at all. Limitations on foreign
debt may have a material adverse impact on our business growth, financial condition and results of
operations.
48. Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares.
The Indian securities markets are smaller than securities markets in more developed economies.
Further, the regulation and monitoring of Indian securities markets and the activities of investors,
brokers and other participants differ, in some cases, significantly from those in the US and Europe. In
the past, Indian stock exchanges have experienced temporary exchange closures, broker defaults and
settlement delays which, if continuing or recurring, could affect the market price and liquidity of the
securities of Indian companies, including the Equity Shares. A closure of, or trading stoppage on, the
stock exchanges could adversely affect the trading price of the Equity Shares.
In the past, the stock exchanges have experienced substantial fluctuations in the prices of listed
securities. In addition, the governing bodies of the Indian stock exchanges have, from time to time,
restricted securities from trading, limited price movements and restricted margin requirements. Further,
from time to time, disputes have occurred between listed companies and the stock exchanges and other
regulatory bodies that, in some cases, have had a negative effect on market sentiment. Similar problems
could occur in the future and, if they do, they could harm the market price and liquidity of the Equity
Shares.
Risks Relating to our Equity Shares
49. You will not be able to immediately sell any of the Equity Shares you purchase in this Issue on the Stock
Exchanges.
xxvi
Under the SEBI Regulations, we are required to allot Equity Shares within 12 Working Days of the
Bid/Issue Closing Date. Consequently, the Equity Shares you purchase in the Issue may not be credited to
your book or dematerialized account with Depository Participants until 12 days of the Bid/Issue Closing
Date. You can start trading in the Equity Shares only after they have been credited to your dematerialized
account and listing and trading permissions are received from the Stock Exchanges.
50. The Issue Price of our Equity Shares may not be indicative of the market price of our Equity Shares after
the Issue.
The Issue Price of our Equity Shares will be determined by the Company in consultation with the BRLMs
through the Book Building Process. This price will be based on numerous factors (discussed in the section
titled “Basis for the Issue Price” on page 49) and may not be indicative of the market price for our Equity
Shares after the Issue. The market price of our Equity Shares could be subject to significant fluctuations after
the Issue and may decline below the Issue Price. There can be no assurance that the investor will be able to
resell their Equity Shares at or above the Issue Price.
51. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a
shareholder’s ability to sell, or the price at which it can sell, Equity Shares at a particular point in time.
Following the Issue, our listed Equity Shares will be subject to a daily “circuit breaker” imposed by all stock
exchanges in India, which does not allow transactions beyond specified increases or decreases in the price of
the Equity Shares. This circuit breaker operates independently of the index-based, marketwide circuit
breakers generally imposed by Indian stock exchanges. The percentage limit on our circuit breakers will be
set by the stock exchanges based on the historical volatility in the price and trading volume of the Equity
Shares. The stock exchanges will not inform us of the percentage limit of the circuit breaker in effect from
time to time and may change it without our knowledge. This circuit breaker will limit the upward and
downward movements in the price of the Equity Shares. As a result of this circuit breaker, no assurance can
be given regarding your ability to sell your Equity Shares or the price at which you may be able to sell your
Equity Shares at any particular time.
52. Additional issuances of Equity Shares may dilute holdings of our shareholders.
Any future issuance of our Equity Shares or securities linked to our Equity Shares may dilute holdings of our
shareholders. After the completion of the Issue, our Promoter will own, directly and indirectly, a substantial
majority of our outstanding Equity Shares. Sales of a large number of our Equity Shares by our Promoter
could adversely affect the market price of our Equity Shares. Similarly, the perception that any such primary
or secondary sale may occur, could adversely affect the market price of our Equity Shares.
53. We cannot assure you that we will make dividend payments.
We may not pay dividends to shareholders. Such payments will depend upon a number of factors, including
our results of operations, earnings, capital requirements and surplus, general financial conditions, contractual
restrictions including our debt covenants, applicable Indian legal restrictions and other factors considered
relevant by our Board of Directors.
54. The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares after
the Issue.
The Book Building Process will determine the Issue Price of our Equity Shares. This price will be
based on numerous factors (discussed in the section "Basis for Issue Price" on page 49 of this Draft
Red Herring Prospectus) and may not be indicative of the market price for our Equity Shares after the
Issue.
The market price of our Equity Shares could be subject to significant fluctuations after the Issue, and
may decline below the Issue Price. We cannot assure you that you will be able to resell your Equity
Shares at or above the Issue Price. Among the factors that could affect our share price are:
Quarterly and other variations in the rate of growth of our financial indicators, such as earnings per
share, net income and revenues; Changes in revenue or earnings estimates or publication of research
reports by analysts; Speculation in the press or investment community; General market conditions; and
domestic and international economic, legal and regulatory factors unrelated to our performance.
xxvii
Prominent Notes to Risk Factors:
1. The net worth of our Company was Rs. 18,920.74 Lacs as per our standalone restated financial
statements as at 31 December 2009 under the Indian GAAP and the Issue size is Rs 30,000 Lacs.
2. Public Issue of [●] Equity Shares of Rs.10 each for cash at a price of Rs. [●] per Equity Share
(including share premium of Rs. [●] per Equity Share) aggregating upto Rs. 30,000 Lacs. The Issue
will constitute [●] of the post-Issue paid-up capital of our Company.
3. The net asset value/book value per equity share of Rs.10 each was Rs. 79.06 as of 31 December 2009
as per our restated financial statements included in this Draft Red Herring Prospectus.
4. The average cost of acquisition of the Equity Shares by our Promoter is as under:
Sr. No. Name of our Promoters Average cost of acquisition of
shares (Rs.) 1. Mr.Mannoj Kumar Jain 11.25
2. Ms. Rekha Mannoj Jain 12.06
3. Smriti Food Park Pvt. Ltd. 10.89
4. Prakash Endeavours Pvt. Ltd. 21.74
5. Tushita Builders Pvt. Ltd. 10.00
5. Except as disclosed in “Capital Structure” on page 23] of this Draft Red Herring Prospectus, we have
not issued any shares for consideration other than cash.
6. Except as disclosed in “Management” and “Group Companies” on pages 107 and 119 of this Draft Red
Herring Prospectus, none of our Promoters, our Directors and our key management personnel have any
interest in our Company except to the extent of remuneration and reimbursement of expenses, interest
on loans and to the extent of the Equity Shares held by them or their relatives and associates or held by
the companies, firms and trusts in which they are interested as directors, members, partners and/or
trustees and to the extent of the benefits arising out of such shareholding.
7. For details on the transactions by the Group Companies during the last year, the nature of the
transactions and the cumulative value of transactions, see “Related Party Transactions” on page 147 of
this Draft Red Herring Prospectus.
8. The Issue is being made through the 100% Book Building Process, wherein upto 50% of the Issue shall
be available for allocation on a proportionate basis to QIBs, of which 5% (excluding the Anchor
Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only and the
remainder shall be available for allocation on a proportionate basis to all QIB Bidders including Mutual
Funds, subject to valid Bids being received from them, at or above the Issue Price. Further, not less
than 15% of the Issue will be available for allocation on a proportionate basis to Non-Institutional
Bidders and not less than 35% of the Issue will be available for allocation on a proportionate basis to
Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.
9. Under-subscription in any of the categories, if any, will be met with spill-over from other categories at
the sole discretion of the company, in consultation with the BRLMs.
10. Any clarification or information relating to the Issue shall be made available by the BRLMs and our
Company to investors at large and no selective or additional information will be available for any
subset of investors in any manner whatsoever. Investors may contact the BRLMs who have submitted
the due diligence certificate to SEBI for any complaints pertaining to the Issue.
xxviii
11. Investors are advised to refer to “Basis for Issue Price” on page 49 of this Draft Red Herring Prospectus
before making an investment in this Issue.
12. For details of transactions in Equity Shares undertaken by our Directors, Promoters or Promoter Group,
see “Capital Structure – Share Capital History of the Company” on page 23 of this Draft Red Herring
Prospectus.
13. Except as mentioned in the sections titled “Capital Structure” beginning on page 23 of this Draft Red
Herring Prospectus, we have not issued any Equity Shares in the last twelve months.
14. Our Company was incorporated on 31 March 2000 as a partnership firm under the name and style of
„Bengal Construction Co‟, which was subsequently converted into a public limited company on 7
November 2006 under the Companies Act, 1956 in the name and style of “Bengal Infrastructure
Limited” vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. The
name of the Company was further subsequently changed to “Jain Infraprojects Limited” with effect
from 21 December 2006 and a fresh certificate of incorporation was obtained from Registrar of
Companies, West Bengal. For further details of changes in the name and registered office of our
Company, see “History and Corporate Structure” on page 101 of this Draft Red Herring Prospectus.
There has been no change in the name of our company in last three years immediately preceding the
date of filing this Draft Red Herring Prospectus.
15. Our Promoters may be engaged in businesses similar to ours. For more details, see “Our Promoters and
Group Companies” beginning on page 119 of this Draft Red Herring Prospectus.
16. All information shall be made available by the BRLMs and the Company to the public and investors at
large and no selective or additional information would be available only to a section of the investors in
any manner whatsoever.
1
SECTION III: INTRODUCTION
SUMMARY OF THE INDUSTRY
The information in this section includes extracts from publicly available information, data and statistics and has
been derived from various government publications and industry sources, including reports that have been
prepared by CRISIL. Neither we nor any other person connected with the Issue have verified this information.
The data may have been re-classified by us for the purposes of presentation.
Our Company accepts responsibility for accurately reproducing such information, data and statistics. Industry
sources and publications generally state that the information contained therein has been obtained from sources
generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not
guaranteed and their reliability cannot be assured and, accordingly, investment decisions should not be based on
such information.
Disclaimer from CRISIL:
CRISIL limited has used due care and caution in preparing this report. Information has been obtained by
CRISIL from sources which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy
or completeness of any information and is not responsible for any errors or omissions or for the results obtained
from the use of such information. No part of this report may be published/reproduced in any form without
CRISIL‟s prior written approval. CRISIL is not liable for investment decisions which may be based on the views
expressed in this report. CRISIL Research operates independently of, and does not have access to information
obtained by CRISIL‟s Rating Division, which may, in its regular operations, obtain information of a confidential
nature that is not available to CRISIL Research.
Overview of the Indian Economy
The fiscal 2009-10 began on a somber note, with global economies coming out clutches of the slowdown. There
was a significant slowdown in the growth rate in the second half of 2008-09, following the financial crisis that
began in the industrialized nations in 2007 and spread to the real economy across the world. Yet, over the span
of the year, the economy posted a remarkable recovery, not only in terms of overall growth figures but, more
importantly, in terms of certain fundamentals, which justify optimism for the Indian economy in the medium to
long term.
The Advance estimates of GDP for 2009-10 released by the Central Statistical Organization (CSO) pegs the
growth of the Indian economy at 7.2 per cent in 2009-10, with the industrial and the service sectors growing at
8.2 and 8.7 per cent respectively.
The economic activities which registered significant growth in the third quarter of 2009-10 over the
corresponding period in 2008-09 are 'Mining and Quarrying' at 9.6 per cent, 'Manufacturing' at 14.3 per cent,
'Construction' at 8.7 per cent, 'Trade, hotels, transport and communication' at 10 per cent and 'financing,
insurance, real estate and business services' at 7.8 per cent. (Source: Central Statistical Organization)
The charts below set forth certain indicators of the Indian economy for the past six fiscals:
142 152
199
310
252 277
-
75
150
225
300
375
2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
Bil
lio
ns
Foreign Exchange Reserves (US Mn)
7.5
9.5 9.7 9.6
6.8 7.2
0
3
6
9
12
2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
Annual Growth Rate of GNP (@FC)
2
CONSTRUCTION INDUSTRY
Introduction
It is estimated that investments in construction will almost double to Rs 12,189 billion during 2008-09-2012-13
from Rs 6,217 billion during 2003-04 - 2007-08 (2008-09 prices). The construction industry is expected to grow
at a healthy CAGR of 35 per cent during 2008-09 and 2012-13. Infrastructure spending especially in roads,
power, irrigation and urban infrastructure will drive this growth. (Source: CRISIL Research, Construction,
September 2009)
Infrastructure investments will account for around 66 per cent of total investments and drive growth of the
construction industry. The government‟s increased focus on roads, ports, airports, urban infrastructure and
irrigation will support growth. The Central government has introduced numerous policies and schemes like
Bharat Nirman Yojana, National Highway Development Program (NHDP), Jawaharlal Nehru National Urban
Renewal Mission (JNNURM) and stimulus packages etc to improve infrastructure in the country. (Source:
CRISIL Research, Construction, September 2009)
In the infrastructure segment, roads sector will be the primary growth driver. Roads, irrigation and urban
infrastructure together will constitute 72 per cent of total construction expenditure on infrastructure segment
over the next 5 years (2008-09 to 2012-13). (Source: CRISIL Research, Construction, September 2009)
Construction expenditure on infrastructure segment will maintain the growth momentum due to increased
government focus on infrastructure development in the country. Although expenditure on the industrial segment
is expected to grow at a faster pace as compared to infrastructure segment, the latter will drive growth in
construction industry owing to higher construction intensity and sheer quantum of investments. Infrastructure
segment will account for 78.3 per cent of total construction expenditure. (Source: CRISIL Research,
Construction, September 2009)
Investments in construction account for nearly 11 per cent of India‟s GDP and nearly 50 per cent of its gross
fixed capital formation (GFCF). These investments have a positive domino effect on supplier industries, thereby
contributing immensely to economic development. These investments serve as a demand booster in the short
term, and contribute towards enhancing infrastructure capacity in the long term. (Source: CRISIL Research,
Construction, September 2009)
.
3
SUMMARY OF OUR BUSINESS
Business Overview
We are an integrated construction and infrastructure development company providing engineering, procurement
and construction services for infrastructure projects in India. Our primary project expertise is in the construction
of Roads & Highways, and technical Building, Hospitals and Colleges, Integrated Townships, Land
Development. We are headquartered in Kolkata, West Bengal, and have 5 offices/branches at Delhi, Lucknow,
Patna, Bangalore and Sharjah (UAE).
Our company is the flagship company of the Jain Group, which has business interests in infrastructure, energy
(renewable and non-renewable), steel and real estate. Our Company was incorporated on March 31, 2000 as a
partnership firm namely Bengal Construction Co. which was subsequently converted into a public limited
company on 07 November 2006 under the Companies Act, 1956 in the name and style of “Bengal Infrastructure
Limited” vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. The name of the
company was changed to Jain Infraprojects Limited on 21 Decemeber 2006 and a fresh certificate of
Incorporation was obtained from the Registrar of Companies, West Bengal. The promoters of the company were
the erstwhile partners in the partnership firm. For more details, please refer to the chapter titled “History and
Corporate Structure” beginning on page 101 of this DRHP.
Our expertise lies in planning, developing and executing projects in the areas of (i) Roads & Highways (ii) Civil
& Structural Engineering (iii) Housing Colonies and (iv) Water Distribution System. While we primarily
execute our projects independently or through sub-contracting, to be able to execute larger projects; we intend to
enter into Joint Ventures / Strategic Alliances to meet the technical and pre-qualification requirements.
Our fleet of construction equipment comprises of Heavy Earth Moving Machines such as hydraulic excavators,
loaders, dozers; Concreting plants such as batch-mixing plants, concrete mixers, transit mixers, concrete pavers;
Road equipment such as vibratory tandem rollers, electrical paver finishers, mechanical paver finishers, hot mix
plants, static rollers bitumen sprayer in addition to supplementary equipment such as cars, jeeps, tippers,
tractors. We have also invested in plants such as welding generators, gas cutting sets, work shop equipments,
generators.
On a standalone basis, for the Fiscal 2009, and for the nine months ended on December 31, 2009, our gross
contract receipts were Rs. 50,446 lacs and Rs. 65,101 lacs respectively. For the respective periods, we earned a
profit after tax of Rs. 3,319 lacs and Rs. 4,125 lacs. The value of the order book as on May 27, 2010 was Rs.
4,380.73 Crore.
Business Operations
Our company has, over the years, built strong competencies in design development and construction in the road
sector. In the last ten years, we have built or assisted in building more than 450.09 kilometers of road in several
states. In addition to this, we have completed or are in the process of designing and constructing 53 buildings.
Our competencies extend to the following sectors:
Projects in the transportation sector that includes inter alia design and construction of roads,
expressways and allied facilities like service roads, flyovers amongst others.
Building construction which includes commercial, residential, public, institutional, housing and related
infrastructure facilities; and
Water management projects that include Water Networks, Sanitary Drainage Networks, Rainwater
Drainage Networks.
We primarily enter into three types of contracts in the construction business: engineering, procurement and
construction (“EPC”) contracts; lump-sum-turnkey (“LSTK”) contracts; and item rate contracts.
4
We execute infrastructure projects independently and under sub-contract. However, to meet technical and pre
qualification requirements for large Projects, we also enter into Joint Ventures/ strategic alliances with entities
operating in the same segment of business across geographies.
We are currently executing several projects in Bihar, Jharkhand, West Bengal, Uttar Pradesh, Tamil Nadu,
Kerala and Maharashtra As a strategy we have chosen the route of obtaining orders largely on a negotiated
basis, rather than on a competitive bidding process.
In addition to participating in competitive tenders we, along with our Promoter and senior management, often
help the concessioning authorities in the early stages of their processes by customizing our scope of work and
the concession terms to suit the specific project requirements as the case may be. This often results in our
winning the competitive bid. In instances where we have already developed a road for the relevant authority, we
are also occasionally awarded concessions by the authorities for the development of additional roads without
going through a competitive bidding process.
Our management team is qualified and experienced in construction and infrastructure development, and has
substantially contributed to the growth of our operations. We also benefit from the relationship our management
team has developed with State and Central government entities and various financial institutions. We believe
that the experience and leadership of our senior management team has contributed significantly to the growth
and success of our operations both in terms of securing new business and in ensuring that our projects are
developed and managed to high standards.
This has aided us in maintaining higher margins. So far, for the volume of turnover we have achieved, this
strategy has been highly successful. However to increase our growth rates we would need to go for larger
tenders through the bidding route. We are aware that this can have an unfavourable impact on our margins,
however, the larger turnover would enable economies of scale and ensure protection of profitability while
maintaining and building a competitive advantage thereby offsetting the loss in operating margins due to change
in strategy.
Our valued client list includes various Government Undertakings, State Public Works Department as well as
State and Central Public Sector Undertakings like National Highway Authority of India (NHAI), Road
Construction Department - Govt. of Bihar, Westing House Saxby Farmers Ltd. (which is a Govt. of West
Bengal Undertaking), Jharkhand Irrigation Department - Govt. of Jharkhand, etc, Uttar Pradesh Rashtriya
Nirman Nigam Limited, Central Public Works Department (CPWD) Bihar, Mackintosh Burn Limited, Housing
and Infrastructure Board, Government of Libya .
In addition to the construction mandates that we execute for external clients for the projects in hand, we also
undertake such activity for group companies.
Our Competitive Strengths
Our Business Model
So far, to reach the existing critical mass we have positioned ourselves largely on negotiated contracts. The
success of this Strategy is evidenced by our financial results. To transgress to the next level we seek out larger
contracts, which will be awarded through the competitive bidding route. Concurrently, while the margins would
be under pressure due to the intensity of competition in this segment, our Strategy would be to sustain profitable
growth by ensuring the “Winning and Execution” of such bid contracts in the right quantum on an annualized
basis.
The business model that we have adopted allows us to scale up operations with ease. Our business model offers
us the flexibility to adapt to varying nature of projects besides providing the scope of scalability of operations.
Under this model, we follow a two tier structure, which consists of (i) centralized planning and co-ordination,
and (ii) de-centralized project management, execution and quality assurance.
5
We believe that our execution model provides us with the support structure necessary to manage and execute
both small and large complex projects within the timelines and tight budgets while ensuring that our design and
quality surpasses the standards required by our client to ensure customer delight.
Diversity of our operations
We have ongoing projects in eight geographies (Bihar, Jharkhand, West Bengal, Uttar Pradesh Maharashtra,
Tamil Nadu, Kerala and one location outside the country in Libya) spanning across 4 sectors (Roads and
Highways, Water Networks, Civil Construction, Infrastructure). This diversity helps us de-risk our business
from overdependence on a single sector or geography.
Sectoral Scope
Our order book primarily spans across 4 sectors that include Road and Highways, Water Networks, Civil
Construction, Infrastructure, etc. evincing the broad sectoral base penetrated so far.
We are a pan-India player with, significant presence in the states of Bihar, Jharkhand, West Bengal, Uttar
Pradesh, , Maharashtra, Kerala and Tamil Nadu. In addition, we have moved into the international arena with a
major infrastructure contract for the development of the Tarhuna Township in Libya.
Operating across this spread hones the skills and competencies of the execution team, while mitigating risk of
our business from overdependence in a single sector or geography.
Technical Scope
We believe that our experience and expertise in planning, designing and construction of projects in the
transportation and civil construction is the competitive advantage that differentiates us from many of our
competitors. Constructing such infrastructure projects has been a significant focus area for our business.
We are one of few companies who have obtained the AECOM certification, which is the prerequisite for
qualifying for projects awarded by the Housing and Infrastructure Board contracts in Libya. This is an arduous
process of approval and is extremely stringent in its standards and awards.
Our successful implementation of projects in the roads and highways and civil construction sectors has provided
us with the credentials and wherewithal to implement larger projects.
Competence Scope
We have made large and sustained investments in equipment. We have modern construction equipment which
allows us to meet the broad spectrum of requirements of various construction projects. Such an equipment base
also gives us the capability to design and execute projects of a large and varied scale, thus reinforcing our ability
to execute diverse projects both nationally and internationally.
As we have owned equipment, we are able to appropriately benchmark productivity and production of the hired
equipment that we use for augmenting the requirement at individual sites. Concurrently regular benchmarking
with best practices ensures that we remain competitive and allows us to achieve higher operating margins.
Skilled Manpower and emphasis on Training & Development
We have invested in technically qualified and skilled man-power to ensure timely execution of our projects
while meeting the highest quality standards. Regular training and development programmes are organized to
update the knowledge and skill sets.
We have an experienced workforce looking after technical, commercial and financial aspects of the company.
We also have a set of skilled operators and workers on our rolls. We also employ temporary contract labour at
our work sites. Deployment is undertaken on a strategic basis to ensure optimum support for execution and
planning of the contract.
6
The management team of the infrastructure business is qualified and experienced. We retain a de-layered
structure to ensure quick client response time and prompt employee feedback.
Our strong Order Book
Our order book as at May 27, 2010 stood at Rs. 4,380.73 Crore. What differentiates our order book is the
diversity and the work contracts across sectors. Numbers wise, we have as many as 11 contracts in roads and
highways, but value wise the spread is across the board. This helps us de-risk the business model from the
cyclicities of a particular sector. In addition our track record of executing most of our projects within the
specified timeline has helped us ensure minimum cost overruns on time related parameters.
Our strategy to bid for larger value orders will bring economies of scale that will have a strong positive impact
on our efficiencies and in turn improve our competitiveness.
7
SUMMARY FINANCIAL INFORMATION
The following table sets forth selected financial information derived from our financials for the nine months
ended 31 December 2009 and financial years ended 31 March 2009, 2008, 2007, 2006 and 2005 which are in
line with the audited financial statements. These financials have been prepared in accordance with the
requirements of the Companies Act and the SEBI Regulations as amended from time to time, for the purpose of
disclosure in this Draft Red Herring Prospectus. The Company‟s financial statements and the information
regarding the basis of preparation are set out in the section titled „Financial Statements‟ on page 149 of this
Draft Red Herring Prospectus. These should be read in conjunction “Management Discussion and Analysis of
Financial Condition and Results of Operations on page 216 of the Draft Red Herring Prospectus.
STANDALONE FINANCIALS
STATEMENT OF ASSETS AND LIABILITIES (Rs in lacs) Sr. No.
Particulars As at 31st
December,2009
As at 31st March,2009
As at 31st March,2008
As at 31st March,2007
*
As at 31st March,2006
As at 31st March,2005
A Fixed Assets
Gross Block 4,712.68 4,631.09 2,655.10 1816.30 1466.65 1179.31
Less : Depreciation 749.69 563.65 377.72 256.53 180.10 113.89
Net Block 3,962.99 4,067.44 2,277.38 1559.77 1286.55 1065.42
Capital Work in Progress - - - 396.90 - -
Less : Revaluation Reserve - - - - - -
Net Block after adjustment for Revaluation Reserve. 3,962.99 4,067.44 2,277.38 1,956.67 1,286.55 1,065.42
B Investment 49.70 49.70 - - - -
C Current Assets, Loans & Advances
Inventories 29,271.53 20,930.79 13,034.60 3673.87 1475.61 353.11
Sundry Debtors 24,663.56 8,504.20 2,878.65 3017.67 135.82 1176.05
Cash and Bank Balances 3,304.99 2,057.42 1,823.75 221.76 76.31 83.99
Loans and Advances 12,869.82 7,486.85 4,118.11 1,060.47 339.85 262.70
Total 70,109.90 38,979.26 21,855.11 7,973.77 2,027.59 1,875.85
D Liabilities and Provisions
Secured Loans 31,671.56 17,190.78 13,344.43 4276.74 1,520.62 1240.36
Unsecured Loans 3,305.26 1,144.78 1,805.04 382.12 31.09 103.09
Share Application Money 285.00 - - 28.31 - -
Deferred Tax Liability (Net) 368.70 307.51 210.38 170.69 146.43 137.36
Current Liabilities & Provisions 19,571.33 11,723.12 3,979.63 2641.23 352.02 610.98
Total 55,201.85 30,366.19 19,339.48 7499.09 2050.16 2091.79
E Net Worth (A+B+C-D) 18,920.74 12,730.21 4,793.01 2431.35 1263.98 849.48
F Represented by
Equity Share Capital/Partners capital 2,521.39 2,315.39 1,832.51 1734.38 1263.98 849.48
Reserves & Surplus 16,413.79 10,434.33 2,986.77 699.99 0.00 0.00
Less : Miscellaneous Expenses ( To the extent not written off) 14.44 19.51 26.27 3.02 - -
Net Worth 18920.74 12730.21 4793.01 2431.35 1263.98 849.48
*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction
Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects
Limited.
8
STATEMENT OF PROFIT AND LOSS ACCOUNT (Rs in lacs)
Sr.No.
Particulars
For the period ended
on 31st December,20
09
For the year ended on 31st March,2009
For the year ended on 31st March,2008
For the year ended on
31st March,2007*
For the year ended on 31st March,2006
For the year ended on 31st March,2005
A Income
Gross Contract Receipts 65,101.14 50,446.66 21,298.21 10,468.66 3,244.26 4,141.62
Other Income 228.11 216.07 265.44 35.89 17.91 2.50
Increase(Decrease in Inventories)
8,340.75 7,896.19 9,360.74 2,198.25 1,122.51 (395.91)
Total 73,670.00 58,558.92 30,924.39 12,702.80 4,384.68 3,748.21
B Expenditure
Raw Materials Consumed 33,821.92 41,403.16 19,550.30 7,551.58 1,306.30 1,338.77
Other Contract Operating Expenses
30,158.96 7,631.40 6,067.65 2,674.22 2,416.45 1,803.34
Staff Costs 817.73 714.63 518.31 822.35 105.70 3.47
Administrative & Other Expenses
558.46 1,445.68 578.88 305.55 121.32 95.40
Total 65,357.07 51,194.87 26,715.14 11,353.70 3,949.77 3,240.98
C Net Profit before Interest, Depreciation, Tax and Extraordinary items
8,312.93 7,364.05 4,209.25 1,349.10 434.91 507.23
Depreciation 186.04 185.93 121.20 80.81 66.21 54.77
Interest & Financial Charges 3,062.46 3,312.51 1,850.74 297.91 94.81 185.38
Profit / Loss before Tax but before Extra - ordinary Items
5,064.43 3,865.61 2,237.31 970.38 273.89 267.08
Provision for Taxation
- Current Tax 868.78 437.97 286.40 301.92 72.12 35.20
- Deferred Tax 61.19 97.13 39.69 24.26 9.07 137.36
- Fringe Benefit Tax
- 11.16 10.22 4.01 4.77 -
D Profit / Loss after Tax but before Extra - ordinary Items
4,134.46 3,319.35 1,901.00 640.19 187.93 94.52
Extra-ordinary Items - - - - - -
Add/(Less) Taxation Adjustment
(9.00) - - (15.52) - -
Effect of change in accounting policy on account of deferred tax provisions
- - - (146.42) - -
Effect of change in accounting policy on account of Depreciation
- - - 465.02 - 204.50
E Profit/Loss after Extra-ordinary Items
4,125.46 3,319.35 1,901.00 943.27 187.93 299.02
Add: Balance b/f from last year
5,459.66 2,377.98 699.99 - - -
Profit available for appropriation
9,585.12 5,697.33 2,600.99 943.27 187.93 299.02
Proposed Dividend - 186.05 173.52 - - -
Tax thereon - 31.62 29.49 - - -
Transfer to General Reserve - 20.00 20.00 - - -
Less : Profit for the period ended 06/11/2006
- - - 243.28 - -
Profit Transferred to Balance Sheet
9,585.12 5,459.66 2,377.98 699.99 187.93 299.02
*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction
Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects
Limited.
9
STATEMENT OF CASH FLOW (Rs in lacs)
Particulars
For the period
ended on 31st
December,2009
For the year ended on
31st March,2009
For the year ended on
31st March,2008
For the year ended on 31st March,2007*
For the year ended on
31st March,2006
For the year ended on
31st March,2005
Cash Flows from Operating Activities
Net Profit before Taxation 5064.43 3865.61 2237.31 970.38 273.89 267.08
Adjustments for:
Depreciation 186.04 185.93 121.20 80.81 66.21 54.77
Interest/ Dividend Income (109.56) (145.52) (213.46) (0.58) (3.33) (2.50)
Less : Adjustments
Profit pertain to partnership firm transfer to partner’s capital account
- - - (243.28) - -
Effect of change in accounting policy on account of deferred tax provisions
- - - (146.42) - -
Effect of change in accounting policy on account of Depreciation
- - - 465.02 - -
Preliminary expenses Written off 5.06 6.75 6.75 0.75 - -
Interest Paid 3062.46 3312.51 1850.74 297.91 94.81 185.38
Loss on sale of Assets - - - 14.03 - -
Provision for Gratuity & Leave encashment (11.83) 29.18 18.75 - - -
Operating Profit before Working Capital Changes 8,196.60 7,254.46 4,021.29 1,438.62 431.58 504.73
Change in Trade and Other Receivables (20,799.85) (8,211.81) (2,597.16) (3,452.80) 963.08 (1,251.61)
Change in Inventories (8,340.74) (7,896.19) (9,360.73) (2,198.26) (1,122.50) 395.91
Change in Current Liabilities 7,208.94 7,250.51 820.02 1982.82 (300.64) 386.68
Income-tax paid (751.48) (782.46) (321.45) (164.73) (35.20) -
Preliminary Expenses - - (30.00) (3.77) - -
Net Cash Flow from Operating Activities (14,486.53) (2,385.49) (7,468.03) (2,398.12) (63.68) 35.71
Cash Flow from Investing Activities
Purchase of Fixed Assets (81.59) (1,975.99) (838.80) (426.06) (287.34) (455.77)
Sale of Fixed Assets - - - 58.00 - -
Capital Work- In- Progress - - 396.90 (396.90) - -
Interest Received 109.56 145.52 213.46 0.58 3.33 2.50
Investments Purchased - (49.70) - - - -
Net Cash Flow used in Investing Activities 27.97 (1,880.17) (228.44) (764.38) (284.01) (453.27)
Proceeds from Issuance of Capital 2,060.00 4828.75 686.92 470.40 226.56 95.35
Share Application Money Received 285.00 - (28.31) 28.31 - -
Interest Paid (3,062.46) (3,312.51) (1,850.74) (297.91) (94.81) (185.38)
Proceeds from Secured Loans 14,480.78 3,846.35 9,067.68 2,756.12 280.26 410.05
Proceeds from Unsecured Loans 2,160.48 (660.25) 1,422.91 351.03 (72.00) 75.00
Dividend Paid including Dividend Distribution Tax (217.67) (203.01) - - - -
Net Cash Flow from Financing Activities 15706.13 4499.33 9298.46 3307.95 340.01 395.02
Net increase in cash and cash equivalents 1,247.57 233.67 1,601.99 145.45 (7.68) (22.54)
Cash and Cash Equivalents (Opening Balance) 2,057.42 1,823.75 221.76 76.31 83.99 106.53
Cash and Cash Equivalents (Closing Balance) 3,304.99 2,057.42 1,823.75 221.76 76.31 83.99
*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction
Company (erst while Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects
Limited
10
CONSOLIDATED FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES (Rs in lacs)
Sr. No. Particulars
As at 31st December,20
09
As at 31st March, 2009
As at 31st March, 2008
As at 31st March, 2007*
As at 31st March, 2006
As at 31st March, 2005
A Fixed Assets
Gross Block 4,712.68 4,631.09 2,655.10 1816.30 1466.65 1179.31
Less : Depreciation 749.69 563.65 377.72 256.53 180.10 113.89
Net Block 3,962.99 4,067.44 2,277.38 1559.77 1286.55 1065.42
Capital Work in Progress - - - 396.90 - -
Less : Revaluation Reserve - - - - - -
Net Block after adjustment for Revaluation Reserve.
3,962.99 4,067.44 2,277.38 1,956.67 1,286.55 1,065.42
B Foreign Currency Translation Reserve
12.30 - - - - -
C Current Assets, Loans & Advances
Inventories 29,271.53 20,930.79 13,034.60 3673.87 1475.61 353.11
Sundry Debtors 24,815.24 8,715.04 2,878.65 3017.67 135.82 1176.05
Cash and Bank Balances 3,306.86 2,059.14 1,823.75 221.76 76.31 83.99
Loans and Advances 12,869.82 7,486.85 4,118.11 1,060.47 339.85 262.70
Total 70,263.45 39,191.82 21,855.11 7,973.77 2,027.59 1,875.85
D Liabilities and Provisions
Secured Loans 31,671.56 17,190.78 13,344.43 4276.74 1,520.62 1240.36
Unsecured Loans 3,305.26 1,144.78 1,805.04 382.12 31.09 103.09
Share Application Money 285.00 - - 28.31 - -
Deferred Tax Liability (Net) 368.70 307.51 210.38 170.69 146.43 137.36
Current Liabilities & Provisions 19,571.34 11,770.06 3,979.63 2641.23 352.02 610.98
Total 55,201.86 30,413.13 19,339.48 7499.09 2050.16 2091.79
E Net Worth (A+B+C-D) 19,036.88 12,846.13 4,793.01 2431.35 1263.98 849.48
F Represented by
Equity Share Capital/Partners capital
2,521.39 2,315.39 1,832.51 1734.38 1263.98 849.48
Reserves & Surplus 16,529.93 10,550.25 2,986.77 699.99 0.00 0.00
Less : Miscellaneous Expenses ( To the extent not written off)
14.44 19.51 26.27 3.02 - -
Net Worth 19,036.88 12,846.13 4793.01 2431.35 1263.98 849.48
*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction
Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects
Limited.
11
STATEMENT OF PROFIT AND LOSS ACCOUNT (Rs in lacs)
Sr.No.
Particulars
For the period
ended on 31st
December,2009
For the year ended on
31st March,2009
For the year ended on
31st March,2008
For the year ended on
31st March,2007*
For the year ended on
31st March,2006
For the year ended on
31st March,2005
A Income
Gross Contract Receipts 67,783.19 51,708.53 21,298.21 10,468.66 3,244.26 4,141.62
Other Income 228.11 216.07 265.44 35.89 17.91 2.50
Increase(Decrease in Inventories) 8,340.75 7,896.18 9,360.74 2,198.25 1,122.51 (395.91)
Total 76,352.05 59,820.78 30,924.39 12,702.80 4,384.68 3,748.21
B Expenditure
Raw Materials Consumed 33,821.92 41,403.16 19,550.30 7,551.58 1,306.30 1,338.77
Other Contract Operating Expenses
32,832.86 8,770.20 6,067.65 2,674.22 2,416.45 1,803.34
Staff Costs 817.73 714.63 518.31 822.35 105.70 3.47
Administrative & Other Expenses 558.47 1,455.21 578.88 305.55 121.32 95.40
Total 68,030.98 52,343.20 26,715.14 11,353.70 3,949.77 3,240.98
C Net Profit before Interest, Depreciation, Tax and Extraordinary items
8,321.07 7,477.58 4,209.25 1,349.10 434.91 507.23
Depreciation 186.04 185.93 121.20 80.81 66.21 54.77
Interest & Financial Charges 3,067.04 3,313.46 1,850.74 297.91 94.81 185.38
Profit / Loss before Tax but before Extra - ordinary Items
5,067.99 3,978.19 2,237.31 970.38 273.89 267.08
Provision for Taxation
- Current Tax 868.78 437.97 286.40 301.92 72.12 35.20
- Deferred Tax 61.19 97.13 39.69 24.26 9.07 137.36
- Fringe Benefit Tax - 11.16 10.22 4.01 4.77 -
D Profit / Loss after Tax but before Extra - ordinary Items
4,138.02 3,431.93 1,901.00 640.19 187.93 94.52
Extra-ordinary Items - - - - - -
Add/(Less) Taxation Adjustment (9.00) - - (15.52) - -
Effect of change in accounting policy on account of deferred tax provisions
- - - (146.42) - -
Effect of change in accounting policy on account of Depreciation
- - - 465.02 - 204.50
E Profit/Loss after Extra-ordinary Items
4,129.02 3,431.93 1,901.00 943.27 187.93 299.02
Add: Balance b/f from last year 5,572.24 2377.98 699.99 - - -
Profit available for appropriation 9,701.26 5809.91 2,600.99 943.27 187.93 299.02
Proposed Dividend - 186.05 173.52 - - -
Tax thereon - 31.62 29.49 - - -
Transfer to General Reserve - 20.00 20.00 - - -
Less : Profit for the period ended 06/11/2006
- - - 243.28 - -
Profit Transferred to Balance Sheet 9,701.26 5,572.24 2,377.98 699.99 187.93 299.02
*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction
Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects
Limited.
12
STATEMENT OF CASH FLOW (Rs in lacs)
Particulars
For the period ended
on 31st December,
2009
For the year ended on 31st March,2009
For the year ended on 31st March,2008
For the year ended on 31st March,2007*
For the year ended on 31st March,2006
For the year ended on 31st March,2005
Cash Flows from Operating Activities
Net Profit before Taxation 5067.99 3978.19 2237.31 970.38 273.89 267.08
Adjustments for:
Depreciation 186.04 185.93 121.20 80.81 66.21 54.77
Interest/ Dividend Income (109.56) (145.52) (213.46) (0.58) (3.33) (2.50)
Less : Adjustments
Profit pertain to partnership firm transfer to partner’s capital account
- - - (243.28) - -
Effect of change in accounting policyon account of deferred tax provisions
- - - (146.42) - -
Effect of change in accounting policy
on account of Depreciation - - - 465.02 - -
Preliminary expenses Written off 5.06 6.75 6.75 0.75 - -
Interest Paid 3067.04 3313.46 1850.74 297.91 94.81 185.38
Loss on sale of Assets - - - 14.03 - -
Provision for Gratuity & Leave encashment
(11.83) 29.18 18.75 - - -
Operating Profit before Working Capital Changes
8,204.74 7,367.99 4,021.29 1,438.62 431.58 504.73
Change in Trade and Other Receivables
(20,740.69) (8,422.66) (2,597.16) (3,452.80) 963.08 (1,251.61)
Change in Inventories (8,340.74) (7,896.19) (9,360.73) (2,198.26) (1,122.50) 395.91
Change in Current Liabilities 7,162.01 7,297.46 820.02 1982.82 (300.64) 386.68
Income-tax paid (751.48) (782.46) (321.45) (164.73) (35.20) -
Preliminary Expenses - - (30.00) (3.77) - -
Net Cash Flow from Operating Activities
(14,466.16) (2,435.86) (7,468.03) (2,398.12) (63.68) 35.71
Cash Flow from Investing Activities
Purchase of Fixed Assets (81.59) (1,975.99) (838.80) (426.06) (287.34) (455.77)
Sale of Fixed Assets - - - 58.00 - -
Capital Work- In- Progress - - 396.90 (396.90) - -
Interest Received 109.56 145.52 213.46 0.58 3.33 2.50
Investments Purchased - - - -
Net Cash Flow used in Investing Activities
27.97 (1,830.47) (228.44) (764.38) (284.01) (453.27)
Proceeds from Issuance of Capital 2,060.00 4828.75 686.92 470.40 226.56 95.35
Share Application Money Received 285.00 - (28.31) 28.31 - -
Interest Paid (3,067.04) (3,313.46) (1,850.74) (297.91) (94.81) (185.38)
Increase/ (Decrease) in Foreign Currency Translation
(15.64) 3.34
Proceeds from Secured Loans 14,480.78 3,846.35 9,067.68 2,756.12 280.26 410.05
Proceeds from Unsecured Loans 2,160.48 (660.25) 1,422.91 351.03 (72.00) 75.00
Dividend Paid including Dividend Distribution Tax
(217.67) (203.01) - - - -
Net Cash Flow from Financing Activities
15685.91 4501.72 9298.46 3307.95 340.01 395.02
Net increase in cash and cash equivalents
1,247.72 235.39 1,601.99 145.45 (7.68) (22.54)
Cash and Cash Equivalents (Opening Balance)
2,059.14 1,823.75 221.76 76.31 83.99 106.53
Cash and Cash Equivalents (Closing Balance)
3,306.86 2,059.14 1,823.75 221.76 76.31 83.99
*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction
Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects
Limited.
13
THE ISSUE
Number of Equity Shares*
Public Issue of Equity Shares [●] Equity Shares at a price of Rs. [●] aggregating to
Rs. 30,000 Lacs
Of which:
Qualified Institutional Buyers (QIBs) Portion##
Not more than [●]
of which
Anchor Investor [●]*
Mutual Fund Portion [●]
Balance of QIB Portion (available for QIBs including
Mutual Funds)
[●]
Non-Institutional Portion Not less than [●]
Retail Portion Not less than [●]
Pre and post-Issue Equity Shares
Equity Shares outstanding prior to the Issue [●]
Equity Shares outstanding after the Issue [●]
Use of Issue Proceeds See “Objects of the Issue” on page 37 of this Draft
Red Herring Prospectus.
Notes:
*The Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis. One
third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the price at which allocation is being done to Anchor
Investors.
For further details, see “Issue Procedure” on page 288 of this Draft Red Herring Prospectus.Allocation to all
categories, except Anchor Investor Portion, if any, shall be made on a proportionate basis subject to valid Bids
received at or above the Issue Price. Under subscription, if any, in any category would be allowed to be met
with spill over from any other category at the sole discretion of the Company, in consultation with the Book
Running Lead Managers.
14
GENERAL INFORMATION
Registered Office and Corporate Office of our Company
5th
Floor,
“Premlata Building”
39, Shakespeare Sarani
Kolkata – 700 017
West Bengal, India
Tel: +91-33-4002 7777
Fax: +91-33-4002 7744
Email: [email protected]
Website: www.jaingroup.co.in
CIN: U45203WB2006PLC111712
Address of Registrar of Companies
Our Company is registered with the Registrar of Companies, Kolkata, West Bengal situated at the following
address:
Nizam Palace
2nd MSO Building
3rd Floor
234/4 A.J.C.Bose Road
Kolkata-700 020
Name of Branch Office:
Patna Branch Office: House No.9, Aniket Housing, IAS Colony, Kidwaipuri, Patna - 800001
Contact No.: (9161) 22520466
Lucknow Branch Office: B-1/186, Visesh Khand, Gomti Nagar, Lucknow, Uttar Pradesh- 226010
Contact No: (0522) 2306633
Bangalore Branch Office:15/9, 2nd
Floor, Primrose Road, M .G Road, Bangalore – 560 001
Sharjah Branch Office: SAIF Zone - Q1-08-051/A, P.O. Box: 122451
Delhi Branch Office: 601, Akash Deep Building, 26A Barakhamba Road, New Delhi – 110 001
Board of Directors
Our Board comprises of four Directors. Mr. Mannoj Kumar Jain is the Chairman and Executive Director and
Mr. Ashok K. Chadha is the Vice Chairman and Managing Director of the Company.
Name, Designation and
Occupation Age (Years) DIN Address
Mr. Mannoj Kumar Jain
Designation
Executive Director and Chairman
Industralist
36 00499162
7, Iron Side Road,
Kolkata – 700019,
West Bengal
Mr. Ashok Kumar Chadha
Designation Managing Director and Vice
Chairman
Service
60 01242023
C-554, Ground Floor,
Defence Colony,
New Delhi – 110024
Mr.Bimalendu Chakrabarti 61 00017513 B-21, Mayfair Garden,
15
Name, Designation and
Occupation Age (Years) DIN Address
Designation
Independent
Non-executive
Retired
Little Gibbs Road,
Malabar Hill,
Mumbai - 400 006
Maharashtra
Mr. Sunder Shyam Dua
Designation
Independent
Non-executive
Retired
72 01231998
L-327, Tarapore Tower,
Oshiwara, Andheri (W)
Mumbai
Maharashtra -400 058
Brief Profile of the Board of Directors
Please refer to the Section “Our Management” on page 107 of this Draft Red Herring Prospectus.
Company Secretary and Compliance Officer
Mr. Sumit Kumar Surana
Address: “Premlata Building”, 5th
Floor
39, Shakespeare Sarani
Kolkata- 700 017
Tel: +91 33 4002 7777
Fax: +91 33 4002 7744
Email: [email protected]
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or
post-Issue related problems such as non-receipt of letters of allotment, credit of allotted Equity Shares in
the respective beneficiary account or refund orders, etc. All grievances relating to the ASBA process may
be addressed to the Registrar to the Issue with a copy to the relevant SCSB giving full details such as
name, address of the applicant, number of Equity Shares applied for, Bid Amount blocked, ASBA
account number and the designated branch of the relevant SCSB where the ASBA BCAF was submitted
by the ASBA Bidder.
Book Running Lead Managers
IDBI Capital Markets Services Limited
5th Floor, Mafatlal Centre
Nariman Point
Mumbai - 400 021
Tel: +91 22 4322 1212
Fax: +91 22 2283 8782
Website: www.idbicapital.com
E-mail: [email protected]
Investor Grievance E-mail: [email protected]
Contact Person: Mr. Piyush Bansal | Mr. Subodh Mallya
SEBI Registration Number: INM000010866* *Application for renewal of the licence has been made on 11 March 2010
SBI Capital Markets Limited
202, Maker Tower „E‟,
Cuff Parade, Mumbai 400 005
16
Tel: +91 22 2217 8300
Fax: +91 22 2218 8332
Website: www.sbicaps.com
Email: [email protected]
Investor Grievance E-mail: [email protected]
Contact Person: Mr. Gitesh Vargantwar | Ms. Sylvia Mendonca
SEBI Registration Number: INM000003531
Keynote Corporate Services Limited 4
th Floor Balmer Lawrie Bldg,
5, J.N. Heredia Marg,
Ballard Estate, Mumbai – 400 001
Tel: +91 22 3026 6000
Fax: +91 22 2269 4323
Website: www.keynoteindia.net
E-mail: [email protected]
Investor Grievance E-mail: [email protected]
Contact Person: Mr. Girish Sharma
SEBI Registration Number: INM000003606
Legal Counsel to the Issue
Khaitan & Co
One Indiabulls Centre, 13th Floor
841 Senapati Bapat Marg
Elphinstone Road
Mumbai - 400 013
Tel: +91 22 6636 5000
Fax: +91 22 6636 5050
Registrar to the Issue
Karvy Computershare Private Limited
Karvy House, 46, Avenue 4, Street No.1,
Banjara Hills, Hyderabad - 500 034
Tel: +91 40 2331 2454
Fax: :+91 40 2331 1968
Website: http://karisma.karvy.com
E-mail:[email protected]
Investor Grievance E-mail: [email protected]
Contact Person: Mr. M. Murali Krishna
SEBI Registration No: INR000000221
STATUTORY AUDITORS TO THE COMPANY
R.K. Chandak & Co.
402, Bentick Chambers
37A, Bentick Street
Kolkata – 700 069
Tel: +91 33 2243 7193/94
Fax: +91 33 2243 7195
Email: [email protected]
Contact Person : Rajesh Kumar Chandak
Firm Registration No: 319248E
BANKERS TO THE ISSUE AND ESCROW COLLECTION BANKS
[]
17
SELF CERTIFIED SYNDICATE BANKS
A list of banks notified by SEBI to act as SCSBs for the ASBA process is available on the website of SEBI at
www.sebi.gov.in. For details on Designated Branches of SCSB collecting as per ASBA BCAF, please refer to
the abovementioned link.
BANKERS TO THE COMPANY
IDBI Bank Ltd.
IDBI House,
44, Shakespeare Sarani,
P.B. No. 16102, Kolkata – 700 017
Tel: +91 33 6633 8888 / 6633 8899
Fax: +91 33 6633 8812 / 6633 8816
Website: www.idbi.com
State Bank of India
11, Dr. U. N. Bharamchari Street,
Kolkata – 700 017
Tel: +91 33 2243 6544 / 2213 3748 / 2213 3730
Fax: +91 33 2210 8321 / 2243 6544
Website: www.statebankofindia.com
Central Bank of India
33 N.S Road
Kolkata – 700 001
Tel: +91 33 2229 6516
Fax: +91 33 2229 1266
Website: www.centralbankofindia.co.in
Punjab National Bank*
Large Corporate Branch
44, Park Street, Kolkata – 700 016
Tel: +91 33 2249 7554 / 2229 3032 / 2249 3310
Fax: +91 33 2321 3364
Website: www.pnbindia.com
State Bank of Bikaner and Jaipur
20B, Park Street,
Kolkata – 7000016
Tel: +91 33 2359 0362 / 2321 8140/ 2337 3364
Fax: +91 33 2227 0632
Website: www.sbbjbank.com
Indian Overseas Bank*
International Business Branch
2, Wood Street
Kolkata
Tel: +91 2280 1177
Fax: +91 2287 2772
Website: www.iob.in
Contact Person:Mr V.N. Ramakrishnan
UCO Bank*
India Exchange Place Midcorporate Branch
2, India Exchange Place, Kolkata – 700 001
Tel: +91 33 2213 0075
Fax: +91 33 2230 9613
Website: www.ucobank.com
*We have applied and are awaiting consents from these banks for this initial public offering. The details shall be updated at the time of filing the Red Herring Prospectus
18
INTER SE ALLOCATION OF RESPONSIBILITIES BETWEEN THE LEAD MANAGERS
The following table sets forth the inter se allocation of responsibilities for various activities among the BRLMs
for the Issue:
Inter – Se Allocation of Responsibilities
Sr.
No.
Activity Responsibility Co-ordination
1. Capital Structuring with relative components and formalities such as type
of instruments, etc. All BRLMs IDBI Caps
2.
Due diligence of Company's operations / management / business plans /
legal etc. Drafting and design of Red Herring Prospectus including
memorandum containing salient features of the Prospectus. The BRLMs
shall ensure compliance with stipulated requirements and completion of
prescribed formalities with the Stock Exchanges, ROC and SEBI
including finalisation of Prospectus and ROC filing.
All BRLMs IDBI Caps
3. Drafting and approval of all statutory advertisement All BRLMs SBI Caps
4.
Drafting and approval of all publicity material other than statutory
advertisement as mentioned in 3 above including corporate advertisement,
brochure etc.
All BRLMs SBI Caps
5. Appointment of other intermediaries viz., Registrar's, Printers, Advertising
Agency and Bankers to the Issue All BRLMs Keynote
6. Preparation of Road show presentation All BRLMs IDBI Caps
7.
International Institutional Marketing strategy
* Finalise the list and division of investors for one to one meetings, in
consultation with the Company, and
* Finalizing the International road show schedule and investor meeting
schedules
All BRLMs IDBI Caps
8.
Domestic institutions / banks / mutual funds marketing strategy
* Finalise the list and division of investors for one to one meetings,
institutional allocation in consultation with the Company.
* Finalizing the list and division of investors for one to one meetings, and
* Finalizing investor meeting schedules
All BRLMs SBI Caps
9.
Non-Institutional and Retail marketing of the Issue, which will cover, inter
alia,
*Formulating marketing strategies, preparation of publicity budget
*Finalise Media and PR strategy
*Finalising centers for holding conferences for press and brokers
*Follow-up on distribution of publicity and Issuer material including
form, prospectus and deciding on the quantum of the Issue material
All BRLMs Keynote
10. Co-ordination with Stock Exchanges for Book Building Software, bidding
terminals and mock trading. All BRLMs Keynote
11. Finalisation of Pricing, in consultation with the Company All BRLMs IDBI Caps
12.
The post bidding activities including management of escrow accounts, co-
ordination of non-institutional allocation, intimation of allocation and
dispatch of refunds to bidders etc. The post Offer activities for the Offer
involving essential follow up steps, which include the finalisation of
trading and dealing of instruments and demat of delivery of shares, with
the various agencies connected with the work such as the registrar‟s to the
Issue and Bankers to the Issue and the bank handling refund business. The
merchant banker shall be responsible for ensuring that these agencies fulfil
their functions and enable it to discharge this responsibility through
suitable agreements with the Company.
All BRLMs Keynote
CREDIT RATING
As this is an Issue of Equity Shares, credit rating is not required.
TRUSTEES
As this is an Issue of Equity Shares, the appointment of Trustees is not required.
19
IPO GRADING
The Issue has been graded by [] as IPO Grade [], indicating [] fundamentals through its letter dated []. For
details in relation to the report of [] furnishing rationale of the IPO grading, please refer to Annexure on page
[] of this Draft Red Herring Prospectus.
MONITORING AGENCY
As the net proceeds of the Issue will be less than Rs. 50,000 Lacs, under the SEBI Regulations, it is not required
that a monitoring agency be appointed by our Company. However, the Audit Committee of the Board will
monitor the utilization of issue proceeds.
APPRAISING AGENCY
The project of the Company has not been appraised by any appraising agency.
BOOK BUILDING PROCESS
The Book Building Process refers to the process of collection of Bids, on the basis of the Draft Red Herring
Prospectus, within the Price Band. The Issue Price is fixed after the Bid/Issue Closing Date.
The principal parties involved in the Book Building Process are:
(1) Our Company;
(2) The Book Running Lead Managers, in this case being IDBI Caps, SBI Caps and Keynote;
(3) The Syndicate Members, who are intermediaries registered with SEBI or registered as brokers with
BSE/NSE and eligible to act as underwriters. Syndicate Members are appointed by the BRLMs;
(4) The Registrar to the Issue, in this case being Karvy Computershare Pvt. Ltd.;
(5) Escrow Collection Banks, Refund Banks; and
(6) Self Certified Syndicate Banks through whom ASBA Bidders would subscribe to this Issue.
The SEBI ICDR Regulations has permitted the Issue of securities to the public through the 100% Book Building
Process, wherein not more than 50% of the Issue shall be allotted on a proportionate basis to QIBs. 5% of the
QIB Portion (excluding Anchor Investor Portion) shall be reserved for Mutual Funds. Upto 30% of the QIB
Portion shall be available for allocation to Anchor Investors and one-third of the Anchor Investor Portion shall
be available for allocation to domestic Mutual Funds. Further, not less than 15% of the Issue shall be available
for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Issue shall be
available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being
received at or above the Issue Price. Our Company will comply with these regulations for this Issue. In this
regard, our Company has appointed the Book Running Lead Managers to procure subscriptions to the Issue.
In accordance with the SEBI Regulations, QIBs, bidding in the QIB Portion, are not allowed to withdraw
their Bid(s) after the Bid/Issue Closing Date. For further details, see “Terms of the Issue” on page 280 of this
Draft Red Herring Prospectus.
Anchor Investors cannot withdraw their Bids after the Anchor Investor Bid/Issue Date. Allocation to QIBs
(other than Anchor Investors) will be on proportionate basis.
We will comply with the SEBI Regulations and any other ancillary directions issued by SEBI for this Issue. In
this regard, we have appointed the BRLMs to manage the Issue and procure subscriptions to the Issue.
The process of Book Building under the SEBI Regulations is subject to change from time to time and the
investors are advised to make their own judgment about investment through this process prior to making
a Bid or application in the Issue.
Illustration of Book Building and Price Discovery Process (Investors should note that this example is solely
for illustrative purposes and is not specific to the Issue)
Bidders can bid at any price within the price band. For instance, assuming a price band of Rs. 40/- to Rs. 48/-
per share, issue size of 6,000 equity shares and receipt of nine bids from bidders, details of which are shown in
the table below, the illustrative book would be as below. A graphical representation of the consolidated demand
20
and price would be made available at the bidding centres during the bidding period. The illustrative book as
shown below indicates the demand for the shares of the Company at various prices and is collated from bids
from various investors.
Number of equity
shares bid for
Bid Price (Rs.) Cumulative equity
shares bid
Subscription
500 48 500 8.33%
700 47 1,200 20.00%
1,000 46 2,200 36.67%
400 45 2,600 43.33%
500 44 3,100 51.67%
200 43 3,300 55.00%
2,700 42 6,000 100.00%
800 41 6,800 113.33%
1,200 40 8,000 133.33%
The price discovery is a function of demand at various prices. The highest price at which the issuer is able to
issue the desired quantum of shares is the price at which the book cuts off i.e. Rs. 42/- in the above example.
The issuer, in consultation with the BRLMs will finalize the issue price at or below such cut-off price i.e. at or
below Rs. 42/-. All bids at or above this issue price and cut-off bids are valid bids and are considered for
allocation in respective category.
Steps to be taken by the Bidders for Bidding
1. Check eligibility for making a Bid (for further details, please see section titled “Issue Procedure” on
page 288 of this Draft Red Herring Prospectus);
2. Ensure that you have a dematerialised account and the dematerialised account details are correctly
mentioned in the Bid cum Application Form;
3. Ensure that you have mentioned your PAN (see section titled “Issue Procedure” on page no 288 of this
Draft Red Herring Prospectus);
4. Ensure that the Bid cum Application Form/ASBA Form is duly completed as per instructions given in
this Draft Red Herring Prospectus and in the Bid cum Application Form/ASBA Form; and
5. Bids by QIBs will only have to be submitted to the BRLMs and/or their affiliates.
The Bidders may note that in case the DP ID & Client ID and PAN mentioned in the Application Form and
entered into the electronic bidding system of the Stock Exchanges by the Syndicate Member does not match
with the DP ID & Client ID and PAN available in the depository database, the Application Form is liable to be
rejected.
Withdrawal of the Issue
The Company, in consultation with the BRLMs, reserves the right not to proceed with the Issue anytime after
the Bid/Issue Opening Date but before the Allotment of Equity Shares without assigning any reason thereof. In
such an event, the Company would issue a public notice in the newspapers, in which the pre-Issue
advertisements were published, within two days of the Bid/Issue Closing Date, providing reasons for not
proceeding with the Issue. The Company shall also inform the same to Stock Exchanges on which the Equity
Shares are proposed to be listed.
In the event the Company decides not to proceed with the Issue after the Bid/Issue Closing Date, the Company
would be required to file a fresh draft red herring prospectus.
Bid/Issue Programme
Bidding Period/Issue Period
BID/ISSUE OPENS ON [●]*
BID/ISSUE CLOSES ON [●]** *Our Company may consider participation by Anchor Investors in terms of the SEBI ICDR Regulations. The Anchor
Investor Bid/Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date.
**Our Company may consider closing the Bidding by QIB Bidders 1 Working Day prior to the Bid/Issue Closing Date
subject to the Bid/Issue period being for a minimum of 3 Working Days.
21
Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard
Time) during the Bid/Issue Period as mentioned above at the bidding centers mentioned on the Bid cum
Application Form or, in case of Bids submitted through ASBA, the Designated Branches of the SCSBs except
that on the Bid/Issue Closing Date, Bids (excluding the ASBA Bidders) shall be accepted only between
10.00 a.m. and 5.00 p.m. (Indian Standard Time) and uploaded until (i) 4.00 p.m. in case of Bids by QIB
Bidders, Non-Institutional Bidders where the Bid Amount is in excess of Rs. 1,00,000 and (ii) 5.00 p.m. in case
of Bids by Retail Individual Investors or till any such time as may be extended subject to permission from BSE
and NSE. Due to limitation of the time available for uploading the Bids on the Bid/Issue Closing Date, the
Bidders are advised to submit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no later
than 3.00 p.m. (Indian Standard Time) on the Bid/Issue Closing Date. Bidders are requested to note that due to
clustering of last day applications, as is typically experienced in public offerings, some Bids may not get
uploaded on the last date. Such Bids that cannot be uploaded will not be considered for allocation under the
Issue. Bids not uploaded in the book would be rejected. If such Bids are not uploaded, the Company, BRLM,
Syndicate Members and the SCSBs will not be responsible. Bids will be accepted only on Business Days. Bids
by ASBA Bidders shall be uploaded by the SCSB in the electronic system to be provided by the NSE and the
BSE.
On the Bid/Issue Closing Date, extension of time may be granted by the Stock Exchanges only for uploading the
Bids received by Retail Individual Bidders after taking into account the total number of Bids received up to the
closure of timings for acceptance of Bid cum Application Forms and ASBA BCAF as stated herein and reported
by the BRLMs to the Stock Exchange within half an hour of such closure.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid
form, for a particular bidder, the details as per physical application form of that Bidder may be taken as the final
data for the purpose of allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the
data contained in the physical or electronic Bid cum Application Form, for a particular ASBA Bidder, the
Registrar to the Issue shall ask for rectified data from the SCSB.
The Company reserves the right to revise the Price Band during the Bid/Issue Period in accordance with the
SEBI ICDR Regulations provided that the revised cap of the price band should not be more than 20% of the
revised floor of the band i.e. revised cap of the Price Band shall be less than or equal to 120% of the revised
floor of the price band. The Floor Price can be revised up or down to a maximum of 20% of the original Floor
Price and shall be advertised at least two Working Days prior to the Bid/Issue Opening Date.
In case of revision of the Price Band, the Issue Period will be extended for three additional Working Days
after revision of the Price Band subject to the total Bid /Issue Period not exceeding 10 Working Days. Any
revision in the Price Band and the revised Bid/Issue, if applicable, will be widely disseminated by
notification to the BSE and the NSE and the SCSBs, by issuing a press release and also by indicating the
changes on the websites of the BRLMs and at the terminals of the Syndicate.
Underwriting Agreement
After the determination of the Issue Price and allocation of our Equity Shares, but prior to the filing of the
Prospectus with the RoC, our Company will enter into an Underwriting Agreement with the Underwriters for
the Equity Shares proposed to be offered through the Issue. It is proposed that pursuant to the terms of the
Underwriting Agreement, the BRLMs shall be responsible for bringing in the amount devolved in the event the
Syndicate Members do not fulfil their underwriting obligations. The Underwriting Agreement is dated [•].
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC.
Name and Address of Underwriters Indicated Number of
Equity Shares to be
Underwritten
Amount Underwritten
(Rs. in Lacs)
IDBI Capital Market Services Limited 5th Floor, Mafatlal Centre
Nariman Point
Mumbai - 400 021
[•] [•]
SBI Capital Markets Limited [•] [•]
22
Name and Address of Underwriters Indicated Number of
Equity Shares to be
Underwritten
Amount Underwritten
(Rs. in Lacs)
202, Maker Tower 'E',
Cuffe Parade,
Mumbai - 400 005
Keynote Corporate Services Limited
4th
Floor, Balmer Lawrie Bldg,
5, J.N. Heredia Marg,
Ballard Estate, Mumbai – 400 001
[•] [•]
[•] [•] [•]
The above-mentioned underwriting will be finalized after the pricing and actual allocation. In the opinion of our
Board of Directors (based on a certificate given by the Underwriters), the resources of the above mentioned
Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The
abovementioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as
brokers with the Stock Exchange(s). Our Board of Directors / Committee of Directors, at its meeting held on
[●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company.
Notwithstanding the above table, the BRLMs and the Syndicate Members shall be responsible for ensuring
payment with respect to Equity Shares allocated to investors procured by them. In the event of any default in
payment, the respective Underwriter, in addition to other obligations defined in the underwriting agreement, will
also be required to procure/subscribe to Equity Shares to the extent of the defaulted amount.
23
CAPITAL STRUCTURE
The Equity Share capital of our Company, as of the date of this Draft Red Herring Prospectus, before and after
the proposed Issue, is set forth below:
Aggregate
Nominal Value
(Rupees in Lacs)
Aggregate Value at
Issue Price (Rupees
in Lacs)
A) AUTHORISED SHARE CAPITAL
6,00,00,000 Equity Shares of Rs.10 each 6,000.00
B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL
BEFORE THE ISSUE
2,52,13,850 Equity Shares of Rs. 10 each 2,521.38
C) PRESENT ISSUE IN TERMS OF THIS DRAFT RED
HERRING PROSPECTUS*
[●] Equity Shares of Rs. 10 each [●] [●]
D) OUT OF WHICH:
QIB Portion - []
Non Institutional Portion -
Retail Portion -
E) PAID UP EQUITY CAPITAL AFTER THE ISSUE
[●] Equity Shares of Rs. 10 each [●] [●]
F) SHARE PREMIUM ACCOUNT
Before the Issue 6,788.67 -
After the Issue [●] -
* The Issue in terms of this Draft Red Herring Prospectus has been authorised by the Board of Directors
pursuant to a resolution dated 12 October 2009 and by the shareholders of the Company, pursuant to a
resolution, in an Extra Ordinary General Meeting held on 30 November 2009.
Changes in Authorised Share Capital
1. The initial authorised share capital of Rs. 500 Lacs divided into 50,00,000 Equity Shares of Rs. 10 each
was increased to Rs. 1,000 Lacs divided into 1,00,00,000 Equity Shares of Rs. 10 each pursuant to a
resolution of shareholders passed at an EGM held on 15 December 2006.
2. The authorised share capital of Rs. 1,000 Lacs divided into 1,00,00,000 Equity Shares of Rs. 10 each
was increased to Rs. 3,000 Lacs divided into 3,00,00,000 Equity Shares of Rs. 10 each pursuant to a
resolution of shareholders passed at an EGM held on 30 March 2007.
3. The authorised share capital of Rs. 3,000 Lacs divided into 3,00,00,000 Equity Shares of Rs. 10 each
increased to Rs. 6,000 Lacs divided into 6,00,00,000 Equity Shares of Rs.10 each pursuant to a
resolution of shareholders passed at an AGM held on 19 September 2009.
1. Share Capital History of the company
(a) The following is the history of the equity share capital of our Company:
Date of
allotment
No. of Equity
Shares allotted
Face
Value
(Rs.)
Issue
Price
(Rs.)
Nature of
Consideration
Issued
Equity
Capital
(Rs.)
Cumulative
No. of Equity
Shares
Cumulative
Paid-up
Equity Share
Capital
(Rs.)
Cumulative
Share
Premium
(Rs.)
8 November 2006
50,00,000 Equity Shares allotted on
subscription to
10 10.00 Other than Cash
5,00,00,000 50,00,000 5,00,00,000 Nil
24
Date of
allotment
No. of Equity
Shares allotted
Face
Value
(Rs.)
Issue
Price
(Rs.)
Nature of
Consideration
Issued
Equity
Capital
(Rs.)
Cumulative
No. of Equity
Shares
Cumulative
Paid-up
Equity Share
Capital
(Rs.)
Cumulative
Share
Premium
(Rs.)
Memorandum of
Association to: Mr. Mannoj Kumar
Jain – 5,00,000
Equity Shares
M/s Smriti Food
Park Private Limited -24,50,000
Equity Shares
M/s Prakash
Endevours Private Limited – 80,000
Equiy Shares
M/s Tushita
Builders Private
Limited –
19,50,000
Rekha Mannoj Jain – 10,000
Equity Shares
Darshan Lal Jain –
5,000 Equity
Shares
Janki Devi Jai –
5,000 Equity Shares
30 March 2007 61,33,720 Equity
Shares allotted to: Tushita Builders
Private Limited –
33,30,000 Equity
Shares
M/s Smriti Food Park Private -
7,40,000 Equity
Shares
M/s Prakash
Endevours Private Limited –
14,63,720 Equiy
Shares
M/s Prakash
Petrochemicals Private Limited –
3,00,000
Jain Coke & Power
Private Limited –
3,00,000 Equity
Shares
10 10.00 Cash 6,13,37,200 1,11,33,720 11,13,37,200 Nil
30 March 2007 62,10,060 Equity
Shares allotted to: Mr. Mannoj Kumar
Jain – 9,51,420
Equity Shares
Mrs. Rekha Mannoj Jain –
45,660 Equity
Shares
10 10.00 Other than
Cash
6,21,00,600 1,73,43,780 17,34,37,800 Nil
25
Date of
allotment
No. of Equity
Shares allotted
Face
Value
(Rs.)
Issue
Price
(Rs.)
Nature of
Consideration
Issued
Equity
Capital
(Rs.)
Cumulative
No. of Equity
Shares
Cumulative
Paid-up
Equity Share
Capital
(Rs.)
Cumulative
Share
Premium
(Rs.)
Mr. Darshan Lal Jain – 45,660
Equity Shares
Mrs. Janki Devi
Jain – 22,830
Equity Shares
Tushita Builders Private Limited –
22,830
M/s Smriti Food
Park Private - 46,
39, 820 Equity Shares
M/s Prakash
Endevours Private
Limited – 4,81,840
Equiy Shares
29 March 2008 9,81,320 Equity
Shares allotted to:
Mrigiya
Electronics Private Limited – 9,74,290
Equity Shares
Praksah Vanijya
Private Limited –
7,030 Equity Shares
10 70.00 Cash 98,13,200 1,83,25,100 18,32,51,000 5,88,79,200
5 February
2009
18,03,750 Equity
Shares allotted to:
Mrigiya Electronic
Industries Pvt.Ltd.
- 41,000 Equity Shares
Prakash Endeavours Private
Limited – 3,75,000
Equity Shares
Quantum Nirman
Private Limited – 3,29,000 Equity
Shares
Mrs. Rekha
Mannoj Jain –
6,000 Equity Shares
Smriti Food Park
Private Limited –
78,250 Equity Shares
Sonata Construction
Private Limited –
5,77, 500 Equity Shares
Pushpadant
10 100.00 Cash 1,80,37,500 2,01,28,850 20,12,88,500 22,12,16,700
26
Date of
allotment
No. of Equity
Shares allotted
Face
Value
(Rs.)
Issue
Price
(Rs.)
Nature of
Consideration
Issued
Equity
Capital
(Rs.)
Cumulative
No. of Equity
Shares
Cumulative
Paid-up
Equity Share
Capital
(Rs.)
Cumulative
Share
Premium
(Rs.)
Commercial (P)
Limited – 50,000 Equity Shares
Amber Credit Company Limited
– 75,000 Equty
Shares
VNG Mercantiles (P) Limited –
50,000 Equity
Shares
Adhunik Dealcom
(P) Limited – 50,000 Equity
Shares
Ambition
Merchants (P)
Limited – 50,000 Equity Shares
Bestway Hire Purchase (P) Ltd. –
5,000 Equity
Shares
Remahay Stores
(P) Limited -10,000 Equity
Shares
Prakash Vanijya
(P) Limited -
107,000 Equity Shares
31 March 2009 30,25,000 Equity
Shares allotted to
Joyprit Hotel
Private Limited - 250,000 Equity
Shares
Joyprit Plastic
Dealers Private
Limited -76,000 Equity Shares
Wellbuild Cement (P) Limited-
35,000 Equity
Shares
Satabdi Jute
Private Limited-
65,000 Equity
Shares
Sparsh Hotel
Private Limited - 30,000 Equity
Shares
Sukant Steel
Private Limited -
80,000 Equity Shares
10 100.00 Cash 3,02,50,000 2,31,53,850 23,15,38,500 49,34,66,700
27
Date of
allotment
No. of Equity
Shares allotted
Face
Value
(Rs.)
Issue
Price
(Rs.)
Nature of
Consideration
Issued
Equity
Capital
(Rs.)
Cumulative
No. of Equity
Shares
Cumulative
Paid-up
Equity Share
Capital
(Rs.)
Cumulative
Share
Premium
(Rs.)
Taral Vincom Private Limited -
200,000 Equity
Shares
Warner Metallic
Private Limited - 50,000 Equity
Shares
CRM Systems
Private Limited - 100,000 Equity
Shares
Kalimata Timber
Private Limited -
150,000 Equity
Shares
Bahar Paper Private Limited -
250,000 Equity
Shares
Barsopruti Exim
Private Limited - 500,000 Equity
Shares
Goodfaith Cement
Private Limited -
174,000 Equity Shares
Balaram Tie-up
Private Limited -
300,000 Equity Shares
Chandimata Management
Private Limited -
50,000 Equity Shares
Disha Tie-up Private Limited -
80,000 Equity
Shares
Lambodar Machine
Tools Private Limited 100,000
Equity Shares
Navodeep Courier
Private Limited - 200,000
Sitala Timber Private Limited-
100,000 Equity
Shares
Idea Vinimay
Private Limited50,000
Equity Shares
28
Date of
allotment
No. of Equity
Shares allotted
Face
Value
(Rs.)
Issue
Price
(Rs.)
Nature of
Consideration
Issued
Equity
Capital
(Rs.)
Cumulative
No. of Equity
Shares
Cumulative
Paid-up
Equity Share
Capital
(Rs.)
Cumulative
Share
Premium
(Rs.)
Paramsukh
Tradelink Private Limited -50,000
Equity Shares
R.J. Films Private
Limited- 35,000
Equity Shares
Synchorifin Vyapar (P)
Limited- 50,000
Equity Shares
Vishwamitra
Vanijya (P) Limited- 50,000
Equity Shares
19 September
2009
20,60,000 Equity
Shares allotted to:
Sukant Steel
Private Limited 300,000 Equity
Shares
Subhlabh Agency
Private Limited-
50,000 Equity Shares
Navodeep Courier Private Limited -
100,000 Equity
Shares
Klapp Vyapaar
Private Limited
150,000 Equity
Shares
Jagprem Leather
Private Limited
450,000 Equity Shares
Chandimata Management
Private Limited -
50,000 Equity Shares
Bholebaba Jute Private Limited -
100,000 Equity
Shares
Basukinath Design
Private Limited -
225,000 Equity
Shares
Barsopurti Exim
Private Limited - 150,000 Equty
Shares
Balaram Tie-up
Private Ltd.
285,000 Equity Shares
10 100.00 Cash 2,06,00,000 2,52,13,850 25,21,38,500 67,88,66,700
29
Date of
allotment
No. of Equity
Shares allotted
Face
Value
(Rs.)
Issue
Price
(Rs.)
Nature of
Consideration
Issued
Equity
Capital
(Rs.)
Cumulative
No. of Equity
Shares
Cumulative
Paid-up
Equity Share
Capital
(Rs.)
Cumulative
Share
Premium
(Rs.)
Bahar Paper (P) Limited 100,000
Equty Shares
Alishan Estates
Private Limited
100,000 Equity Shares
TOTAL - - - 2,52,13,850
(b) The following shares were allotted for consideration other than cash:
Date of
allotment
No. of Equity
Shares allotted
Face
Value
(Rs.)
Issue
Price
(Rs.)
Nature of
Consideration
Issued
Equity
Capital
(Rs.)
Cumulative
No. of Equity
Shares
Cumulative
Paid-up
Equity Share
Capital
(Rs.)
Cumulative
Share
Premium
(Rs.)
30 March 2007 62,10,060 Equity
Shares allotted to: Mr. Mannoj
Kumar Jain –
9,51,420 Equity Shares
Mrs. Rekha Mannoj Jain –
45,660 Equity
Shares
Mr. Darshan Lal
Jain – 45,660 Equity Shares
Mrs. Janki Devi Jain – 22,830
Equity Shares
M/s Tushita
Builders Private
Limited – 22,830 Equity Shares
M/s Smriti Food Park Private
Limited - 46,39,820 Equity
Shares
M/s Prakash
Endeavours
Private Limited – 4,81,840 Equiy
Shares
10 10.00 Other than
Cash
6,21,00,600 1,12,10,060 11,21,00,600 Nil
Except for the allotment of Equity Shares to the subscribers to the Memorandum of Association and allotment to Mr. Mannoj
Kumar Jain, Mrs. Rekha Mannoj Jain, Mr. Darshan Lal Jain, Mrs. Janki Devi Jain, Tushita Builders Private Limited, Smriti
Food Park Private Limited and Prakash Endeavours Private Limited, as referred hereinabove, our Company has not issued
Equity Shares for consideration other than cash.
2. Promoter Contribution and Lock-in
(a) History of Equity Shares held by the Promoters
30
The Equity Shares held by the Promoters were acquired/allotted in the following manner:
Name of
Promoter
Date of
Allotment
/Transfer*
Consideration
(Cash/other than
cash)
Number of
Equity Shares
Face
Value
(Rs.)
Acquisiti
on Price
(Rs.
per
equity
share)
Pre-Issue
paid-up
capital (%)
Nature of
Issue/
Acquisition
Post-Issue
paid-up
capital (%)
Mr. Mannoj
Kumar Jain
8 November
2006 Other than Cash 5,00,000 10 10.00 1.98
Allotment
[●]
30 March 2007 Other than Cash 9,51,420
10 10.00 3.77
Allotment
[●]
25 August 2008 Cash 3,00,000 10 10.00 1.19 Transfer [●]
12 October 2009 Cash 2,50,000 10 20.00 1.00 Transfer [●]
Sub-Total 20,01,420 7.94 [●]
Ms. Rekha
Mannoj Jain
8 November 2006 Other than Cash 10,000
10 10.00
0.04 Allotment
[●]
30 March 2007 Other than Cash 45,660
10 10.00
0.18 Allotment
[●]
25 August 2008 Cash 2,00,000
10 10.00 0.80
Trasnfer [●]
5 February 2009 Cash 6,000
10 100.00
0.02
Allotment [●]
Sub-Total 2,61,660 1.04 [●]
M/s Smriti Food
Park Private
Limited
8 November
2006 Other than Cash 24,50,000
10 10.00
9.72 Allotment
[●]
30 March 2007 Other than Cash 46,39,820
10 10.00
18.40 Allotment
[●]
30 March 2007 Cash 7,40,000 10 10.00 2.93 Allotment [●]
05 February
2009 Cash 78,250
10 100.00
0.31 Allotment
[●]
Sub-Total 79,08,070 31.36
[●]
M/s Prakash
Endeavours
Private Limited
8 November
2006 Other than Cash 80,000
10 10.00
0.32 Allotment
[●]
30 March 2007 Other than Cash 4,81,840
10 10.00
1.91 Allotment
[●]
30 March 2007 Cash 14,63,720
10 10.00
5.80 Allotment
[●]
25 August 2008 Cash 4,74,290
10 10.00
1.88
Transfer [●]
5 February 2009 Cash 3,75,000 10 100.00 1.49 Allotment [●]
Sub-Total 28,74,850 11.40 [●]
M/s Tushita
Builders Private
Limited
8 November
2006 Other than Cash 19,50,000
10 10.00
7.73 Allotment
[●]
30 March 2007 Other than Cash 22,830
10 10.00
0.09 Allotment
[●]
30 March 2007 Cash 33,30,000
10 10.00
13.21
Allotment [●]
Sub-Total 53,02,830 21.03 [●]
Total 1,83,48,830 72.77 [●]
*The Equity Shares are fully paid as on the date of their allotment
Two of our promoters, Tushita Builders Private Limited (“TBPL”) and Smriti Food Park Private Limited
(“SFPPL”) have pledged 25,21,385 equity shares having face value of Rs 10 each (“TBPL Pledge Shares”)
constituting 10% of the equity share capital of the Company and 50,42,770 equity shares having face value of
Rs 10 each (“SFPPL Pledge Shares”) constituting 20% of the equity share capital of the Company, in favour of
IDBI Bank Limited (“IDBI”), in lieu of their sanctioned credit facilities worth Rs. 43,500 Lacs in favour of Jain
Infraprojects Limited vide agreements for pledge of shares dated 21 June 2010 (“TBPL Pledge Agreement”
and “SFPPL Pledge Agreement”).
(b) Details of Promoters contribution locked in for three years
An aggregate of 20% of the post-Issue capital held by our Promoters shall be considered as promoters‟
contribution (“Promoters‟ Contribution”) and locked-in for a period of three years from the date of Allotment.
31
The lock-in of the Promoters‟ Contribution would be created as per applicable law and procedure and details of
the same shall also be provided to the Stock Exchanges before listing of the Equity Shares. Our Promoters have, pursuant to their undertakings dated 29 June 2010, granted consent to include such number
of Equity Shares held by them as may constitute 20% of the post-Issue equity share capital of our Company as
Promoters‟ Contribution and have agreed not to sell or transfer or pledge or otherwise dispose off in any
manner, the Promoters‟ Contribution from the date of filing of this Draft Red Herring Prospectus until the
commencement of the lock-in period specified above.
The Promoters‟ Contribution has been brought in to the extent of not less than the specified minimum lot and
from the persons defined as Promoters under the SEBI Regulations.
Details of Promoters‟ Contribution are as provided below:
Sr. No. Date of Allotment/Transfer Nature of
consideration
No. of
Equity
Shares
locked in*
Face
Value
Issue/Acquisition
Price (Rs.)
Percentage of
Pre-Issue
Paid-up
Capital
Percentage of
Post-Issue Paid-
up Capital
1. [●] [●] [●] [●] [●] [●] [●] [●]
2. [●] [●] [●] [●] [●] [●] [●] [●]
3. [●] [●] [●] [●] [●] [●] [●] [●]
Total
*All the Equity Shares held by our Promoters as on the date of filing of this Draft Red Herring Prospectus are eligible for
computation of Promoters‟ Contribution except for 50,42,770 Equity Shares pledged by Smriti Food Park Private Limited
and 25,21,385 Equity Shares pledged by Tushita Builders Private Limited with IDBI Bank Limited. The Promoters‟ Contribution has been brought in to the extent of not less than the specified minimum lot and
from persons who are classified as defined as „promoters‟ of our Company as per the SEBI Regulations. All Equity Shares, which are to be locked-in, are eligible for computation of Promoters‟ Contribution, in
accordance with the SEBI Regulations. The Equity Shares proposed to be included as part of the Promoters‟
Contribution: (a) have not been subject to pledge or any other form of encumbrance; or (b) have not been issued out of revaluation reserves or capitalization of intangible assets and have not been
issued against shares, which are otherwise ineligible for Promoters‟ Contribution; or (c) have not been acquired for consideration other than cash and revaluation of assets; or (d) have not been acquired by the Promoters during the period of one year immediately preceding the date of
filing of this Draft Red Herring Prospectus at a price lower than the Issue Price. The Promoters‟ Contribution can be pledged only with a scheduled commercial bank or public financial
institution as collateral security for loans granted by such banks or financial institutions, in the event the pledge
of the Equity Shares is one of the terms of the sanction of the loan. The Promoters‟ Contribution may be pledged
only if in addition to the above stated, the loan has been granted by such banks or financial institutions for the
purpose of financing one or more of the objects of this Issue. For further details regarding the objects, see
“Objects of the Issue” on page 37 of the Draft Red Herring Prospectus. The Equity Shares held by our Promoters may be transferred to and among the Promoter Group or to new
promoters or persons in control of our Company, subject to continuation of the lock-in in the hands of the
transferees for the remaining period and compliance with the Takeover Code, as applicable.
(c) Details of share capital locked in for one year
In addition to 20% of the post-Issue shareholding of our Company held by the Promoters and locked in for three
years as specified above, the entire pre-Issue share capital of our Company (including the Equity Shares held by
our Promoters) shall be locked in for a period of one year from the date of Allotment.
(d) Lock in of Equity Shares Allotted to Anchor Investors
Equity Shares, if Allotted to Anchor Investors, in the Anchor Investor Portion, shall be locked in for a period of
30 days from the date of Allotment of Equity Shares in the Issue.
3. Shareholding pattern of the Company
32
The table below presents the Equity Shareholding pattern of the company before the proposed Issue and as
adjusted for the Issue.
Shareholders
Pre-Issue Post-Issue#
No. of Equity Shares Percentage No. of Equity Shares Percentage
Promoters (A)
Mannoj Kumar Jain 20,01,420 7.94 20,01,420 [●]
Rekha Mannoj Jain 2,61,660 1.04 2,61,660 [●]
Smriti Food Park Private Limited 79,08,070 31.36 79,08,070 [●]
Prakash Endeavours Private Limited 28,74,850 11.40 28,74,850
[●]
Tushita Builders Private Limited 53,02,830 21.03 53,02,830 [●]
Total (A) 1,83,48,830 72.77 1,83,48,830 [●]
Promoter Group (B)
Darshan Lal Jain 50,660 0.20 50,660 [●]
Janki Devi Jain 27,830 0.11 27,830 [●]
Jain Coke & Power Private Limited 10,26,000 4.07 1,026,000 [●]
Prakash Vanijya Private Limited 12,44,030 4.93 1,244,030 [●]
Prakash Petrochemicals Private Limited
9,50,000 3.77
9,50,000 [●]
Total (B) 32,98,520 13.08 32,98,520 [●]
Total (A + B) 2,16,47,350 85.85 2,16,47,350 [●]
Non-Promoter Group (C)
Quantum Nirman Private Limited 6,60,000 2.62 6,60,000 [●]
Sonata Construction Private Limited
5,77,500 2.29
5,77,500 [●]
Macro Tower Private Limited 5,50,000 2.18 5,50,000 [●]
Vanilla Realty Private Limited 7,74,000 3.07 7,74,000 [●]
Legacy Tower Private Limited 10,05,000 3.99 10,05,000 [●]
Total (C) 35,66,500 14.15 35,66,500 [●]
Employees [] [] [] []
Total Pre-Issue Share Capital (A+B+C)
2,52,13,850 100.00 2,52,13,850 [●]
Public (Pursuant to the Issue) (D) - - [●] [●]
Total Post-Issue Share Capital (A+B+C+D)
2,52,13,850 100.00 [] 100.00
#Assuming that the existing non-Promoter Group shareholders do not apply for and are not Allotted Equity Shares in this
Issue and the employees, who hold options under the JainInfra ESOP 2009, shall continue to hold the same number of
Equity Shares after the Issue.
4. Equity Shares held by top ten shareholders
(a) On the date of filing this Draft Red Herring Prospectus with SEBI:
Sr. No. Name of Shareholder No. of
Equity
Shares
% to Paid up
Capital
1. Smriti Food Park Private Limited 79,08,070 31.36
2. Tushita Builders Private Limited 53,02,830 21.03
3. Prakash Endeavours Private Limited 28,74,850 11.40
4. Mannoj Kumar Jain 20,01,420 7.94
5. Prakash Vanijya Private Limited 12,44,030 4.93
6. Jain Coke & Power Private Limited 10,26,000 4.07
7. Legacy Tower Private Limited 10,05,000 3.99
8. Prakash Petrochemicals Private Limited 9,50,000 3.77
9. Vanilla Realty Private Limited 7,74,000 3.07
10. Quantum Nirman Private Limited 6,60,000 2.62
33
Total 2,37,46,200 94.18
(b) 10 days prior to, the date of filing this Draft Red Herring Prospectus with SEBI:
Sr. No. Name of Shareholders No. of
Equity
Shares
% to Paid up
Capital
1. Smriti Food Park Private Limited 79,08,070 31.36
2. Tushita Builders Private Limited 53,02,830 21.03
3. Prakash Endeavours Private Limited 28,74,850 11.40
4. Mannoj Kumar Jain 20,01,420 7.94
5. Prakash Vanijya Private Limited 12,44,030 4.93
6. Jain Coke & Power Private Limited 10,26,000 4.07
7. Legacy Tower Private Limited 10,05,000 3.99
8. Prakash Petrochemicals Private Limited 9,50,000 3.77
9. Vanilla Realty Private Limited 7,74,000 3.07
10. Quantum Nirman Private Limited 6,60,000 2.62
Total 2,37,46,200 94.18
(c) Two years prior to the date of filing this Draft Red Herring Prospectus with SEBI:
Sr. No. Name of Shareholders No. of Equity
Shares
% to Paid up
Capital
1. Smriti Food Park Private Limited 78,29,820 42.73
2. Tushita Builders Private Limited 53,02,830 28.94
3. Prakash Endeavours Private Limited. 20,25,560 11.05
4. Mannoj Kumar Jain 14,51,420 7.92
5. Mrigiya Electronic Industries Private Limited 9,74,290 5.32
6. Prakash Petrochemical Private Limited 3,00,000 1.64
7. Jain Coke & Power Private Limited 3,00,000 1.64
8. Rekha Mannoj Jain 55,660 0.30
9. Darshal Lal Jain 50,660 0.28
10. Janki Devi Jain 27,830 0.15
Total 1,83,18,070 99.96
5. Jain Infra Employee Stock Option Plan (“JainInfra ESOP 2009”)
The Employee Stock Option Plan was approved by our shareholders on 30 November 2009 and our
Board of Directors on 1 January 2010. The objective of the scheme is to reward the employees for their
past association and performance as well as to motivate them to contribute to the growth and the
profitability of the Company. The grant of options will be based on the merit of the employee, length of
service, performance record, future potential contribution by the employee and such other criteria. The
shareholders and the Board of Directors of the Company have approved an issue of 12,60,700 options,
constituting 5% of the outstanding equity capital of the Company, available for being granted to
eligible employees of the Company under one or more employee stock option schemes. Each option
(after it is vested) will be exercisable for one equity share of Rs. 10 each fully paid-up. There was no
stock option plan for the employees of the Company prior to implementation of JainInfra ESOP 2009.
There are eight grants made under JainInfra ESOP 2009. The total number of options granted by the
board is 7,89,350 of options convertible into equity in the ratio of 1:1. Under the terms of the JainInfra
ESOP 2009 the scheme options vest within 5 years from the date of grant. The exercise period of all
options granted is ten years from the date of vesting of options. The grantee of the option may exercise
the options immediately on vesting or at anytime prior to the expiry of ten years from the date of
vesting. The equity shares arising pursuant to the exercise of options would be locked-in as per the
terms of the scheme. The options granted under JainInfra ESOP 2009 would vest annually starting 31
May 2010 over the next 5 years.
1. Options granted 7,89,350
2. Exercise Price Rs. 50
3. Options Vested 2,40,627
4. Options Exercised 0
34
5. Total no. of shares arising as result of exercise of Options 0
6. Options lapsed * 0
7. Variation in terms of Options None
8. Money realized by exercise of Options 0.00
9. Total number of options in force 789,350
*Lapsed options include options forfeited and options cancelled /
lapsed
10. Employee wise details of options granted to:
(a) Senior Managerial Personnel
Name of Key Managerial Personnel No of Options granted
under JainInfra ESOP
2009
a. Mr. Ashok Kumar Chadha 6,30,350
b. Mr. Raj Kumar Chandak 15,000
c. Mr. Tarun Kumar Jain 15,000
d. Mr. Chandan Kanti Chowdhuri 5,000
e. Mr. Manoj Kumar Sethia 15,000
f. Mr. Sumit Kumar Surana 10,000
g. Mr. Niloy Bhattacharya 5,000
h. Mr. Rana Ghosh 3,000
(b) Any other employee who receives a grant in any one year of option amounting to 5% or more of
option granted during that year:
Name of the Employee No of Options granted
under JainInfra ESOP
2009
Mr. Ashok Kumar Chadha 630,350
(c) Employees who were granted option, during any one year, equal to or exceeding 1% of the
issued capital (excluding warrants and conversions) of the company at the time of grant:
Name of the Employee No of Options granted
under JainInfra ESOP
2009
Mr. Ashok Kumar Chadha 630,350
As the grant of options is made post reporting date of the financials appearing in the offer document i.e.
31 December 2009, the disclosures regarding the fair value of options as per Black Scholes Option
pricing Model are not applicable. However, the detailed disclosures will be made in the “Director‟s
report disclosures” in the forthcoming annual report. The Key Managerial Personnel and the employees
have confirmed that there would not be any sale of equity shares arising pursuant to the exercise of the
options granted within three months after the date of listing of the shares.
6. The Company, the Promoters, the Directors and the BRLMs have not entered into any buy-back
arrangements for the purchase of Equity Shares of the Company from any person.
7. Other than as stated above, none of our Directors or key managerial personnel holds any Equity Shares
in our Company. Other than as stated above, none of the BRLMs or their associates holds any Equity
Shares in our Company.
8. None of our Promoters, Directors, members of our Promoter Group has purchased or sold any Equity
Shares within the six months preceding the date of filing of this Draft Red Herring Prospectus with
SEBI.
9. Except as disclosed in this section, we have not issued any Equity Shares for consideration other than
cash.
35
10. As on date of this Draft Red Herring Prospectus, except as disclosed in this chapter, there are no
outstanding warrants, options or rights which would entitle the existing promoters or shareholders or
any other person any option to acquire our Equity Shares after the Issue.
11. A Bidder cannot make a Bid for more than the number of Equity Shares offered in this Issue and
Bidders are subject to the maximum limit of investment prescribed under the relevant laws applicable
to each category of Bidders.
12. An over-subscription to the extent of 10% of the offer to public can be retained for purposes of
rounding off to the nearest multiple of minimum allotment lot.
13. The Company has not raised any bridge loans against the Issue Proceeds.
14. In the case of over-subscription in all categories, not more than 50% of the Issue shall be available for
allocation on a proportionate basis to QIBs, of which 5% shall be reserved for Mutual Funds only.
Mutual Funds participating in the Mutual Fund Portion of the QIB Portion will also be eligible for
allocation in the remaining QIB Portion. Upto 30% of the QIB Portion shall be available for allocation
to Anchor Investors and one-third of the Anchor Investor Portion shall be available for allocation to
domestic Mutual Funds. Under subscription, if any, in the Mutual Funds portion will be met by a
spillover from the QIB Portion and be allotted proportionately to the QIB Bidders. Further, not less
than 15% of Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders
and not less than 35% of Issue shall be available for allocation on a proportionate basis to Retail
Individual Bidders, subject to valid Bids being received at or above the Issue Price. For further details,
see “Issue Structure” on page 283 of this Draft Red Herring Prospectus.
15. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in QIBs,
Non Institutional and Retail Individual categories would be allowed to be met with spillover inter-se
from other categories, at the sole discretion of our Company in consultation with the BRLMs and
subject to applicable provisions of SEBI Regulations.
16. We presently do not intend to issue further capital whether by way of issue of bonus shares, preferential
allotment and rights issue or in any other manner during the period commencing from submission of
this Draft Red Herring Prospectus with SEBI until the Equity Shares to be issued pursuant to the Issue
have been listed.
17. We presently do not intend to or propose to alter the capital structure by way of split or consolidation
of the denomination of our Equity Shares or issue Equity Shares on a preferential basis or issue of
bonus or rights or further public issue of Equity Shares or qualified institutions placement, within a
period of six months from the date of opening of the Issue. However, if business needs of the Company
so require, the company may alter the capital structure by way of split or consolidation of the
denomination of the shares/issue of shares on a preferential basis or issue of bonus or rights or public
issue of shares or any other securities whether in India or abroad during the period of six months from
the date of listing of the Equity Shares issued under this Draft Red Herring Prospectus or from the date
the application moneys are refunded on account of failure.
18. The Company has not revalued the assets since its inception.
19. The Equity Shares are fully paid-up and there are no partly paid-up equity shares as on the date of
filing of this Draft Red Herring Prospectus.
20. There shall be only one denomination of Equity Shares, unless otherwise permitted by law. We shall
comply with such disclosure and accounting norms as may be specified by SEBI from time to time.
21. The Company has not come out with any public issue since its incorporation.
22. As of the date of filing of this Draft Red Herring Prospectus, the total numbers of holders of Equity
Shares are 15.
23. Our Company, Directors, Promoters or Promoter Group shall not make any payments direct or indirect,
discounts, commissions, allowances or otherwise under this Issue except as disclosed in this Draft Red
Herring Prospectus.
36
24. Except as disclosed in this section, the Company has not granted ESOPs to its employees.
25. Two of our Promoters, namely Tushita Builders Private Limited and Smriti Food Park Private Limited,
have pledged 25,21,385 Equity Shares and 50,42,770 Equity Shares respectively with IDBI Bank
Limited.
26. The Promoter Group, Directors, Promoters and their relatives have not financed the purchase by any
other person of securities of the Company other than in the normal course of business of the financing
entity during the period of six months immediately preceding the date of filing of this Draft Red
Herring Prospectus with SEBI.
37
OBJECTS OF THE ISSUE
We intend to utilise the proceeds of the Issue after deducting the issue related expenses (the “Net Proceeds”) for
the following objects :
Investment in capital equipment;
Part funding the working capital requirements; and
General Corporate Purposes.
(Collectively referred to herein as the “objects”)
In addition, our company expects to receive the benefits of listing the Equity Shares on the Stock Exchanges.
The main object clause of our Memorandum of Association enable us to undertake our existing activities and the
activities for which the funds are being raised by us through this Issue. Further, we confirm that the activities we
have been carrying out until now are in accordance with the object clause of our Memorandum of Association.
Net Proceeds of the Issue
The details of net proceeds of the Issue are summarized below –
Particulars Estimated Amount
(Rs. In Lacs)
Gross Proceeds to be raised through this Issue 30,000.00
Less : Issue related expenses* [•]
Net Proceeds of the Issue after deducting the issue related Expenses (“Net Proceeds”)* [•]
*Will be incorporated after finalization of issue price
Requirement of Funds
The total fund requirement and utilization of Net Proceeds will be as per the table set forth below:
S.No. Particulars Amount
(Rs. In Lacs)
1 Investment in Capital Equipment 12381.44
2 Working Capital Requirement 13000.00
3 General Corporate Purpose* [●]
Total* [●]
*Will be incorporated after finalization of issue price
Means of Finance:
The above mentioned fund requirement is proposed to be funded as under –
Particulars Amount
(Rs. In Lacs)
Net Proceeds to be raised through this Issue* [●]
Total * [●]
*Will be incorporated after finalization of issue price
38
Statement of utilization of Funds:
The utilization of funds is proposed as per the table set forth below:
(Rs. In lacs)
*As on December 31st, 2009, the total working capital gap was Rs. 47865 lacs, which was financed through
internal accruals of Rs. 18289 lacs and working capital loans amounting to Rs. 29576 lacs
**Estimated working capital gap for the FY 2011.
***Will be incorporated after finalization of issue price
Our fund requirement and deployment of the Net Proceeds of the issue is based on internal management
appraisal and estimates. These are based on current conditions and are subject to change in light of changes in
external circumstances or costs, or in other financial conditions, business or strategy.
In case of variations in actual utilization of funds earmarked for the purpose set forth above, increased fund
requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other
purposes for which funds are being raised in this issue. If surplus funds are unavailable, the required financing
will be through our internal accruals through cash flows from our operations, advances received from customers
and/or debt, as required.
We operate in a competitive and dynamic sector. We may have to revise our estimates from time to time on
account of modifications in plans for existing projects, future projects and the initiatives which we may pursue.
Our funding requirements for the Objects and the deployment schedule of the Net Proceeds are based on current
conditions and are subject to change in light of external circumstances such as geological assessments, exchange
or interest rate fluctuations, changes in design of the projects, increase in costs of steel and cement, other
construction materials and labor costs, other pre-operative expenses and other external factors which may not be
in our control. This may also include rescheduling or revising the proposed utilization of Net Proceeds at the
discretion of the management of our Company. In the event of a shortfall in raising the requisite capital from the
proceeds of the Issue towards meeting the objects of the Issue, the extent of the shortfall will be met by way of
such means available to our Company, including through incremental debt, or further issue of capital.
The entire requirements of the objects detailed above are intended to be funded from the Net Proceeds of the
Offer and existing identifiable internal accruals. Accordingly, we confirm that there is no requirement for us to
make firm arrangements of finance through verifiable means towards at least 75% of the stated means of
finance, excluding the amount to be raised through the proposed issue and existing identifiable internal accruals.
Details of the Objects
1. Investment in Capital Equipment
S.No. Particulars
Total
Estimated
cost
To be
funded through
Proposed
Schedule of
Deployment of
Net Proceeds
FY 2010 – 11 Internal
Accruals Debt
Net
Proceeds
of the
issue
1 Investment in Capital
Equipment 12381.44 Nil Nil 12381.44 12381.44
2 Working Capital
Requirement* 74222.00** 17972.00 43250.00
13000.00 13000.00
3 General Corporate
Purpose*** [●] Nil Nil [●] [●]
Total [●]
39
We are in the business of Infrastructure development and are required to make investments in capital
equipment on a recurring basis duce to the nature of the industry. We propose to use Rs. 12381.44 lacs from
the net proceeds for the purchase of capital equipment to meet the requirements of our ongoing projects
based on our order book and future requirements as estimated by the management.
The total investment in Capital Equipment is expected to be as under –
(Rs. In lacs)
Particulars Amount
Equipment to be imported 999.59
Equipment to be procured from domestic suppliers 11381.85
Total 12381.44
The following table sets forth the list of equipment for which we have received quotations and are
currently under consideration for placement of order:
A. Equipment to be imported
Imported Machines required for Bituminous / Concrete Road Work –
*[Source: Exchange rates as on May 31st, 2010 as quoted on www.rbi.gov.in ]
** Other cost includes Customs duty, inland freight charges and other incidental costs
B. Equipment to be procured from domestic suppliers
Sl. No. Name of Equipment
Basic Cost per unit
Other Costs per unit*
Total Cost per unit (Rs. Lacs)
Total Quantity (Nos.)
Supplier Name
Date of Quotation
(Rs. in Lacs)
Total Cost (Rs. In Lacs)
A MACHINERY REQUIREMENT FOR BITUMINOUS / CONCRETE ROAD WORK
1
Apollo Model AP 1000 Hydrostatic Paver Finisher
94.65 27.81 122.46 3 367.38
Gujarat Apollo Industries Ltd
6/5/2010
Sl. No
Name of Equipment
Basic Cost per
unit
Conversion Rate (Rs.) *
Basic Cost per unit (In
Rs. Lacs)
Other Costs
per unit (Rs. In
Lacs) **
Total Cost
per unit (Rs.
Lacs)
Quantity
(Nos.)
Total Cost
(Rs. In Lacs)
Supplier
Name
Date of
Quotatio
n
A MACHINERY REQUIREMENT FOR BITUMINOUS / CONCRETE ROAD WORK
1 Wirtgen Cold Machine Model W100
Euro 214854
57.17 122.83 35.35 158.18 2 316.36 Wirtgen India
01/05/20
10
2
HAMM Model GRW 15 –Rubber Wheeled Roller
Euro 129850
57.17 74.24 21.37 95.61 5 478.05 Wirtgen India
01/05/20
10
Sub Total (A) 794.41
B MACHINERY REQUIREMENT FOR BUILDING WORK
1 HONGDA QTZ 63 Tower Crane
US $ 171500
46.45 79.66 22.93 102.59 2 205.18
MANSAM Construction & Mining
05/05/20
10
Sub Total (B) 205.18
Grand Total (A+B)
999.59
40
Sl. No. Name of Equipment
Basic Cost per unit
Other Costs per unit*
Total Cost per unit (Rs. Lacs)
Total Quantity (Nos.)
Supplier Name
Date of Quotation
(Rs. in Lacs)
Total Cost (Rs. In Lacs)
2
Mechanical Paver Finisher Model WM 6 HES
15.25 4.48 19.73 8 157.84
Apollo Construction Equipment Pvt. Ltd
6/5/2010
3 (a)
Apollo Bitumen Pressure Distributor
7.75 2.28 10.03 8 80.24
Gujarat Apollo Industries Ltd
6/5/2010
Tata Motors Limited
Tata Cowl Chassis LPT 1613/42 697
14.13 1.92 16.05 8 128.4 5/5/2010
3 (b)
4
Hydraulic Excavator Model Ec210B Prime
47.5 2.89 50.39 12 604.68 UD Hydraulics Pvt. Ltd.
15/01/2010
5
Vibratory Asphalt Compactor Model DD 90
23 3.91 26.91 8 215.28 UD Hydraulics Pvt. Ltd.
15/01/2010
6 Vibratory Soil Compactor
20.8 5.53 26.33 8 210.64
Suchita Millenium Projects Pvt. Ltd
5/5/2010
7
Apollo Model ATP60-TS Stationery Concrete Batching Plant
66 19.39 85.39 2 170.78 Apollo Infratech Pvt. Ltd
5/5/2010
8
125 KVA Water Cooled D.G Set
5.88 1.56 7.44 8 59.52
Western Consolidated Private Limited
5/5/2010
9 BEML BD355X Bull Dozer
75 19.93 94.93 8 759.44 Shree Impex 6/5/2010
10 JCB 430 Z Articulate Loader
23.65 6.28 29.93 12 359.16 Saini Earth Movers
6/5/2010
41
Sl. No. Name of Equipment
Basic Cost per unit
Other Costs per unit*
Total Cost per unit (Rs. Lacs)
Total Quantity (Nos.)
Supplier Name
Date of Quotation
(Rs. in Lacs)
Total Cost (Rs. In Lacs)
11
Apollo Model DM 60 Stationery Drum Mixer Type Asphalt Plant
48 18.89 66.89 8 535.12
Gujarat Apollo Industries Limited
6/5/2010
12
Apollo Model ANP 2000 – Asphalt Batch Mix Plant
224.25 70.2 294.45 2 588.9
Gujarat Apollo Industries Limited
6/5/2010
13
ACE Make Hydraulic Mobile Crane
8.8 1.5 10.3 4 41.2
Action Construction Equipment Ltd
6/5/2010
14 Motor Grader G 930
86 3.47 89.47 16 1431.52 UD Hydraulics Pvt. Ltd.
6/2/2010
14 Mini Dumper
5.1 1.36 6.46 4 25.84
Universal Construction Machinery & Equipment Ltd
6/5/2010
15 (a) UNI + 6000 Transit Mixer
7.85 2.09 9.94 12 119.28
Universal Construction Machinery & Equipment Ltd
6/5/2010
Tata Motors Limited
Tata Chassis SK 1616/42 697
12 1.77 13.77 12 165.24 5/5/2010
15 (b)
16
TATA LPK 2518 TC-HD-14 Cum Tipper BS II
21.8 3.22 25.02 30 750.6 Tata Motors Limited
5/5/2010
17
TATA LKP 1613 TC-HD-10 Cum Tipper BS II
14.66 2.16 16.82 15 252.3 Tata Motors Limited
5/5/2010
42
Sl. No. Name of Equipment
Basic Cost per unit
Other Costs per unit*
Total Cost per unit (Rs. Lacs)
Total Quantity (Nos.)
Supplier Name
Date of Quotation
(Rs. in Lacs)
Total Cost (Rs. In Lacs)
18
Skid Mounted Crushing Plant Machinery
365 62.07 427.07 2 854.14 Puzzolana Machinery Fabricators
18/01/2010
Sub Total (A)
7877.5
B MACHINERY REQUIREMENT FOR IRRIGATION WORK
1 JCB 3DX Excavator Loader
16.55 2.81 19.36 4 77.44 Saini Earth Movers
6/5/2010
2
Apollo Model ATP60-TS Stationery Concrete Batching Plant
66 19.39 85.39 1 85.39 Apollo Infratech Pvt. Ltd
5/5/2010
3
125 KVA Water Cooled D.G Set
5.88 1.56 7.44 4 29.76
Western Consolidated Private Limited
5/5/2010
4
Vibratory Soil Compactor Model SD 110
19.7 3.35 23.05 7 161.35 UD Hydraulics Pvt. Ltd
5/1/2010
5
Hydraulic Excavator Model Ec210B Prime
47.5 2.89 50.39 8 403.12 UD Hydraulics Pvt. Ltd.
15/01/2010
6 Mini Dumper
5.1 1.36 6.46 4 25.84
Universal Construction Machinery & Equipment Ltd
6/5/2010
7
TATA LKP 1613 TC-HD-10 Cum Tipper BS II
14.66 2.16 16.82 16 269.12 Tata Motors Limited
5/5/2010
Sub Total (B)
1052.02
C MACHINERY REQUIREMENT FOR BUILDING WORK
43
Sl. No. Name of Equipment
Basic Cost per unit
Other Costs per unit*
Total Cost per unit (Rs. Lacs)
Total Quantity (Nos.)
Supplier Name
Date of Quotation
(Rs. in Lacs)
Total Cost (Rs. In Lacs)
1 JCB 3DX Excavator Loader
16.55 2.81 19.36 12 232.32 Saini Earth Movers
6/5/2010
2
Apollo Model ATP60-TS Stationery Concrete Batching Plant
66 19.39 85.39 2 170.78 Apollo Infratech Pvt. Ltd
5/5/2010
3
Apollo Model ATP 30 Stationery Concrete Batching Plant
31.5 9.26 40.76 4 163.04
Apollo Infratech Private Limited
6/5/2010
4
Apollo Model ANP 2000 – Asphalt Batch Mix Plant
224.25 70.2 294.45 1 294.45
Gujarat Apollo Industries Limited
6/5/2010
5
125 KVA Water Cooled D.G Set
5.88 1.56 7.44 8 59.52
Western Consolidated Private Limited
5/5/2010
6
Vibratory Soil Compactor Model SD 110
19.7 3.35 23.05 4 92.2 UD Hydraulics Pvt. Ltd
15/01/2010
7
Hydraulic Excavator Model Ec210B Prime
47.5 2.89 50.39 8 403.12 UD Hydraulics Pvt. Ltd.
15/01/2010
8
ACE Make Hydraulic Mobile Crane
8.8 1.5 10.3 8 82.4
Action Construction Equipment Ltd
6/5/2010
9 (a) UNI + 6000 Transit Mixer
7.85 2.09 9.94 16 159.04
Universal Construction Machinery & Equipment Ltd
6/5/2010
Tata Motors Limited
44
Sl. No. Name of Equipment
Basic Cost per unit
Other Costs per unit*
Total Cost per unit (Rs. Lacs)
Total Quantity (Nos.)
Supplier Name
Date of Quotation
(Rs. in Lacs)
Total Cost (Rs. In Lacs)
Tata Chassis SK 1616/42 697
12 1.77 13.77 16 220.32 5/5/2010
9 (b)
10 Concrete Pump
31 5.27 36.27 4 145.08
Schwing Stetter (India) Pvt Ltd
8/5/2010
Sub-Total ©
2022.27
D MACHINERY REQUIREMENT FOR DRAINAGE / SEWAGE WORK
1 JCB 3DX Excavator Loader
16.55 2.81 19.36 3 58.08 Saini Earth Movers
6/5/2010
2
Bobcat Skid Steer Loader Model S130
13.85 2.04 15.89 4 63.56
Suchita Millenium Projects Pvt Ltd
5/5/2010
3
125 KVA Water Cooled D.G Set
5.88 1.56 7.44 2 14.88
Western Consolidated Private Limited
5/5/2010
4
Vibratory Soil Compactor Model SD 110
19.7 3.35 23.05 4 92.2 UD Hydraulics Pvt. Ltd
15/01/2010
5
Hydraulic Excavator Model Ec210B Prime
47.5 2.89 50.39 2 100.78 UD Hydraulics Pvt. Ltd.
15/01/2010
6
ACE Make Hydraulic Mobile Crane
8.8 1.5 10.3 6 61.8
Action Construction Equipment Ltd
6/5/2010
7 Mini Dumper
5.1 1.36 6.46 6 38.76
Universal Construction Machinery & Equipment Ltd
6/5/2010
Sub-Total (D)
430.06
GRAND TOTAL (A+B+C+D)
11381.85
*inclusive of Excise Duty, CST / VAT, transportation charges and other incidental costs
45
None of the machinery described above, is used or second hand and we do not propose to purchase any
used / second hand machinery.
The Promoters, Directors, Key Managerial Personnel and the Group Companies do not have any interest in
the proposed acquisition of the equipment and machineries or in the entity from which we have obtained the
quotations.
The prices for the equipment proposed to be purchased as set out above are as per the quotations received
from the respective suppliers. We will obtain fresh quotations at the time of actual placement of the order
for the respective equipment. As on date we have not placed order for any of the equipment. The actual cost
would thus depend on the prices finally settled with the suppliers and to that extent may vary from the
above estimates.
2. Part Funding of the working capital requirement
Our business is working capital intensive and we have availed working capital facilities from various banks.
As on December 31st, 2009, our company‟s working capital facility consisted of an aggregate fund based
limit of Rs. 22000 lacs and an aggregate non-fund based limit of Rs. 50000 lacs. As on December 31st,
2009, the aggregate amount outstanding under the fund based and non fund based working capital facilities
was Rs. 19472.87 lacs and 15124.68 lacs respectively. We expect a substantial increase in our working
capital requirement in view of our proposed projects and oustanding order book. For details of our Order
book, please see the chapter titled “Our Business”, beginning on page 72 of this DRHP. We have estimated
an amount of Rs. 13000 lacs to be utilized from issue proceeds to meet the long term working capital
requirements.
Basis of estimation of working capital requirement
The details of our Company‟s working capital requirement and funding as at March 31st, 2009, December
31st, 2009 and estimated as at March 31st, 2011 are as follows –
(Rs. In Lacs)
*The cash and bank balance as on March 31st 2009 and December 31st 2009 including margin money was
Rs. 2057 lacs and 3305 lacs respectively.
** Includes a term loan (for augmenting long term resources for improving NWC) from Central Bank of
India for the working capital purposes.
Particulars As at March 31st,
2009 As at December 31st,
2009 Estimated as at March 31st, 2011
I. Current Assets
1. Inventories
- Work in Progress 20931 29272 51300
2. Loans and Advances 7487 12869 13864
3. Sundry Debtors 8504 24664 26306
4. Cash and Bank Balance
(excluding margin money)* 1081 635 9507
Total Currents assets (A) 38003 67440 100977
II. Current Liabilities
1. Sundry Creditors 9875 16428 22799
2. Other Liabilities including
provisions 1852 3147 3956
Total Currents liabilities (B) 11727 19575 26755
Working Capital Gap (A-B) 26276 47865 74222
Funding Pattern
Working Capital loans from banks 15470 29576** 43250***
Internal Accruals 10806 18289 17972
Initial Public Offer - - 13000
46
***As on date our company has sanctions for fund based working capital limits to the tune of Rs. 24500
lacs from various banks and has utilized a term loan (for augmenting long term resources for improving
NWC) aggregating Rs. 10000 lacs from Central Bank of India for the working capital purposes. Our
company proposes to tie up the balance working capital requirement of Rs.8750 lacs from various lenders.
We have estimated the future working capital requirements based on the following assumptions:
Particulars Basis Actual Holding Level as at March 31st, 2009
(No. of Days)
Estimated Holding levels as
at March 31st, 2011
(No. of Days)
Inventory : Work in Progress No. of days of Cost of production 181 159
Sundry Debtors No. of days of total Sales 62 68
Sundry Creditors No. of days of total Purchase of Materials
87 76
Other Liabilities including provisions
No. of days to sales 13 10
Justification for the holding period levels:
Current Assets
Work in Progress
Our company follows percentage completion method for sales. Work in progress is assumed to go down to 159 days levels in FY 2011 as compared to 181 for the FY 2009 levels. This will be on account of lower billing cycle of the varied type of infrastructure contracts being executed by us in FY 2011.
Sundry Debtors Sundry debtors on account of sales are assumed to marginally increase to 68 days in FY 2011 as compared to FY 2009 levels.
Current Liabilities
Sundry Creditors The liquidity position of our company will enable us to keep the creditors level at 76 days in FY 2011, as compared to 87 days in the FY 2009
Other Liabilities The liquidity position of our company will enable us to bring down the level of other liabilities and provisions to 10 days in FY 2011 as compared to 13 days in FY 2009.
The detail of working capital requirement and funding of the same as at December 31, 2009 is as below –
The details of our sanctioned working capital limits and the amount outstanding as on December 31st, 2009 are
as follows –
(Rs. In Lacs)
Sr. No Name of Bank
Sanctioned Amount Outstanding
Fund Based
Limit
Non Fund
Based Fund Based
Non Fund
Based
1. UCO Bank 2,250.00 5,000.00 2,218.97 -
2. Central Bank of India 6,000.00 14,500.00 5,435.02 7,606.74
3. IDBI Bank* 3,000.00 8,000.00 3,032.69 3,862.38
4. State Bank of Bikaner
and Jaipur 1,000.00 1,000.00 897.80 -
5. Indian Overseas Bank 2,500.00 7,500.00 663.70 498.78
6. Punjab National Bank 2,250.00 2,500.00 2,222.40 -
7. State Bank of India 5,000.00 11,500.00 5002.29 3,156.78
Total 22,000.00 50,000.00 19,472.87 15,124.68
*IDBI Bank has vide its letter dated April 20th, 2010 enhanced its fund based working capital limits to Rs. 5500
lacs and non fund based limits to Rs. 38,000 lacs.
3. General Corporate Purpose
The Net Proceeds will be first utilized towards investment in capital equipment and meeting working capital
requirements. The balance is proposed to be utilized for general corporate purposes, including strategic
47
initiatives and acquisitions, brand building exercises and strengthening of our marketing capabilities, repayment
of debt, joint ventures, investment in our subsidiaries and associate companies, meeting exigencies, which our
company in ordinary course of business may face, or any other purpose as approved by our board.
4. Issue Expenses
The total expenses of the issue are estimated to be approximately Rs. [●] lacs. The expenses of this issue
include, among others, underwriting and management fees, selling commissions, SCSBs commissions / fees,
printing and distribution expenses, legal fees, statutory advertisement expenses, registrar and depository fees
and listing fees.
The estimated issue expenses are as under:
Activity Estimated Expense
Lead Management Fees [●]
Underwriters commission, brokerage and selling commission [●]
Advertisement and marketing fees [●]
Printing and distribution expenses [●]
IPO Grading expenses [●]
Bankers to the Issue [●]
Others (SEBI filing fees, bidding software expenses, depository charges, listing fees, etc.) [●]
Total [●]
*Will be incorporated at the time of filing of Prospectus
Appraisal
The funds requirement and funding plans are based on internal estimates of our Company and have not been
appraised by any bank/financial institution.
Means of Finance
Equity Share Capital
Our Company proposes to raise Rs. 30000 lacs through public issue of Equity Shares, being issued in terms of
this Draft Red Herring Prospectus to finance the proposed objects.
Interim Use of Proceeds
The management, in accordance with the policies set up by the Board, will have flexibility in deploying the
proceeds received from the Issue. Pending utilization for the purposes described above, we intends to
temporarily invest the funds in high quality interest or dividend bearing liquid instruments including deposits
with banks, mutual funds or temporarily deploy funds in investment grade interest bearing securities as may be
approved by Board. Such investments would be in accordance with the investment policies approved by the
Board from time to time. We confirm, that pending utilization of the Net Proceeds, we shall not use the funds
for any investment in the equity markets.
Monitoring of Utilization of Funds
Our Board will monitor the utilization of the proceeds of the Issue. We will disclose the utilization of the
proceeds of the Issue under a separate head in the balance sheet along with details, for all such proceeds of the
Issue that have not been utilized. We will indicate investments, if any, of unutilized proceeds of the Issue in our
Balance Sheet for the relevant Financial Years subsequent to our listing.
Pursuant to Clause 49 of the Listing Agreement, our Company shall on a quarterly basis disclose to the Audit
Committee the uses and applications of the proceeds of the Issue. On an annual basis, our Company shall
prepare a statement of funds utilised for purposes other than those stated in this Draft Red Herring Prospectus
and place it before the Audit Committee. Such disclosure shall be made only until such time that all the
proceeds of the Issue have been utilised in full. The statement will be certified by the statutory auditors of our
Company. Our Company shall be required to inform the Stock Exchanges of any material deviations in the
utilisation of Issue proceeds and shall also be required to simultaneously make the material deviations/adverse
comments of the Audit committee public through advertisement in newspapers.
48
No part of the Net Proceeds will be paid by our Company as consideration to the Promoters, the Directors, our
Company‟s Key Managerial Personnel or associates and group companies, companies promoted by the
Promoters, except in the ordinary course of our business.
For risks associated with our proposed utilisation of the Net Proceeds, see “Risk Factors” on page xii
Basic terms of the issue
The Equity shares being offered are subject to the provision of the Companies Act, 1956, the Memorandum and
Articles of Association of the Company, the terms of this offer document and other terms and conditions as may
be incorporated in the Allotment advice and other documents /certificates that may be executed in respect of the
issue. The Equity shares shall also be subjected to laws as applicable, guidelines, notifications and regulations
relating to the issue of capital and listing and trading of securities issued from time to time by SEBI,
Government of India, RBI, ROC and /or other authorities as in force on the date of issue and to the extent
applicable.
49
BASIS FOR ISSUE PRICE
The Price Band will be decided by the Company in consultation with the BRLMs and advertised at least two
days prior to the Bid/Issue Opening Date. The Issue Price will be determined by our Company, in consultation
with the BRLMs, on the basis of the assessment of market demand for the offered Equity Shares by the Book
Building Process. The face value of our Equity Shares is Rs. 10 each and the Floor Price is [●] times the face
value and the Cap Price is [●] times the face value.
Qualitative Factors
For details on qualitative factors, refer to sections titled “Business” beginning on page 72 of this Draft Red
Herring Prospectus.
Quantitative Factors
The information presented below relating to our Company is based on the restated financial statements of our
Company for Fiscal 2007, 2008, 2009 and nine months ended December 31st, 2009 prepared in accordance with
Indian GAAP. As of date of this Draft Red Herring Prospectus, the face value of the Equity Shares of our
Company is Rs. 10 per equity share.
1. A) Basic and Diluted Earning Per Share (“EPS”) - Standalone
Year / Period EPS (Rs.) Weight
Fiscal 2009 17.84 3
Fiscal 2008 10.96 2
Fiscal 2007 7.38 1
WEIGHTED AVERAGE 13.80
EPS for the nine month period ended December 31st, 2009 is Rs. 17.28
B) Basic and Diluted Earning Per Share (“EPS”) – Consolidated
Year / Period EPS (Rs.) Weight
Fiscal 2009 18.45 3
Fiscal 2008 10.96 2
Fiscal 2007 7.38 1
WEIGHTED AVERAGE 14.10
EPS for the nine month period ended December 31st, 2009 is Rs. 17.29
2. (a) Price/Earnings (P/E) ratio in relation to Price Band
Particulars P/E at the lower end of
Price Band (no. of times)
P/E at the higher end of Price
Band (no. of times)
Based on Basic and Diluted EPS
(Standalone ) of Rs. 17.84 per share for
Fiscal 2009
[●] [●]
Based on Basic and Diluted EPS
(Consolidated ) of Rs. 18.45 per share for
Fiscal 2009
[●] [●]
(b) P/E ratio for the industry is as follows:
Highest563.50
Lowest3.60
50
Industry Composite25.40
Source: Capital Markets, Volume XXV/08 dated June 14-27, 2010 (Industry – Construction)
3. (A) Return on Net Worth - Standalone
Return on Net Worth (“RoNW”) as per restated financial statements:
Year / Period RoNW (%) Weight
Fiscal 2009 26.07 3
Fiscal 2008 39.66 2
Fiscal 2007 26.33 1
WEIGHTED AVERAGE 30.64
RoNW for the nine month ended December 31st, 2009 is 21.85%
(B) Return on Net Worth - Consolidated
Return on Net Worth (“RoNW”) as per restated financial statements:
Year / Period RoNW (%) Weight
Fiscal 2009 26.72 3
Fiscal 2008 39.66 2
Fiscal 2007 26.33 1
WEIGHTED AVERAGE 30.96
RoNW for the nine month ended December 31st, 2009 is 21.74%
4. Minimum Return on Increased Net Worth Required to Maintain Pre-Issue EPS :
Minimum Return on post-Issue Net Worth required to maintain pre-Issue EPS is [●]
5. Net Asset Value per Equity Share
NAV (Consolidated) as at March 31st, 2009: Rs. 69.05 per Equity Share
NAV (Standalone) as at March 31st, 2009: Rs. 68.42 per Equity Share
NAV (Consolidated) as at December 31st, 2009: Rs. 79.54 per Equity Share
NAV (Standalone) as at December 31st, 2009: Rs. 79.06 per Equity Share
Issue Price : Rs. [●] per Equity Share
NAV (Consolidated) after the Issue: Rs. [●] per Equity Share
NAV (Standalone) after the Issue: Rs. [●] per Equity Share
6. Comparison with Peer Group Comparisons
We are engaged in the business of infrastructure development. We have drawn comparison with the listed
company mentioned hereunder based on the sector our company operates in.
Company
Face
Value per
share
EPS P/E RONW
(%)
Book
Value
Per
share
Jain Infraprojects Limited (on
Standalone basis)*
10 17.84* [●] 26.07 68.42
Jain Infraprojects Limited (on
consolidated basis)*
10 18.45 [●] 26.72 69.05
ARSS Infrastructure Limited 10 60.40 17.40 37 227.70
Madhucon Projects Limited 1 5.90 22.50 9.10 78.10
51
Company
Face
Value per
share
EPS P/E RONW
(%)
Book
Value
Per
share
JMC Projects Limited 10 18.20 11.80 21.30 115.20
IVRCL Infrastructures &
Projects Limited
2 5.50 31.3 13.30 69.30
Era Infra Engineering Limited 2 13.5 15.4 25.8 82.4
*As at year ended 31 March 2009
Source: Capital Markets, Volume XXV/08 dated June 14-27, 2010 (Industry – Construction)
7. The Issue price will be [●] times of the face value of the Equity Shares
The Issue Price of Rs. [●] per Equity Share has been determined by us, in consultation with the BRLMs, on
the basis of assessment of market demand from the investors for the Equity Shares through the Book
building process. The BRLMs believe that the Issue Price of Rs. [●] is justified in view of the above
qualitative and quantitative parameters. Prospective investors should also review the entire DRHP
including, in particular the sections titled “Risk Factors”, “Our Business” and “Financial Statements”
beginning on page xii, 72 and 149 respectively of this DRHP to have more informed view.
52
STATEMENT OF TAX BENEFITS
To,
The Board of Directors,
Jain Infraprojects Ltd
Kolkata-700 017
Dear Sir,
Sub: Statement of Possible Tax Benefits Available to the Company and its Shareholders
We hereby report that the enclosed statement, prepared by the Company, states the possible tax benefits
available to JAIN INFRAPROJECTS LIMITED („the Company‟) and its shareholders under the current tax
laws presently in force in India. Several of these benefits are dependent on the Company or its shareholders
fulfilling the conditions prescribed under the relevant provisions of the relevant tax laws. Hence, the ability of
the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which
are based on the business imperatives, the Company may or may not choose to fulfill.
The benefits discussed in the enclosed statement are not exhaustive and the preparation of the contents stated is
the responsibility of the Company‟s management. We are informed that this statement is only intended to
provide general information to the investors and hence is neither designed nor intended to be a substitute for
professional tax advice, In view of the nature of the tax consequences, the changing tax laws and the fact that
the Company will not distinguish between the shares offered for subscription and the shares offered for sale by
the selling shareholders, each investor is advised to consult his or her own tax consultant with respect to the
specific tax implications arising out of their participation in the issue.
Our confirmation is based on the information, explanation and representations obtained from the Company and
on the basis of our understanding of the business activities and operation of the Company and interpretation of
the current tax laws in force in India. We do not express any opinion or provide any assurance as to whether:
The Company or its shareholders will continue to obtain these benefits in future ;or
The conditions prescribed for availing the benefits, whether applicable have been /would be met.
Yours faithfully,
For R.K.Chandak & Co
Chartered Accountants
(Rajesh Kumar Chandak)
Partner
Membership No: 054637
Firm Registration Number: 319248E
Dated: 18 June, 2010
Place: Kolkata
53
ANNEXURE TO THE STATEMENT OF POSSIBLE TAX BENEFITS
There are certain deductions and exemptions available under Income Tax Act (ITA) to the Company which
determines the taxability of the Company. Based on this, the tax position of the Company is set out below. Tax
implications on the investors of making investment in the Company as set out below would be subject to the
provisions of any double taxation avoidance agreement (“tax treaty”) that may be available to the investor, if
the investor is a resident of a country with which India has entered into a tax treaty as well as on the investor‟s
personal tax circumstances. The following summary of the tax implications does not constitute legal or tax
advice and is based on the understanding of taxation law in force on the date of this Prospectus. While this
summary is considered to be correct interpretation of existing laws in force on the date of this Prospectus, no
assurance can be given that courts or other authorities responsible for the administration of such laws will agree
with this interpretation or that changes in such laws will not occur.
Special Tax Benefits
To our Company under Income tax Act, 1961:
Deduction under section 80IA- As per the provisions of Section 80- IA(1) and 80-IA(4) of the Income Tax Act,
the Company is eligible to claim 100% tax benefit with respect to profits derived from (i) developing or (ii)
operating and maintaining or (iii) developing, operating and maintaining any infrastructure facility. However,
the benefit is available subject to fulfillment of conditions prescribed under the section.
General Tax Benefits
Direct Tax Benefits under the Income Tax Act, 1961 (“ITA”)
(a) Depreciation Allowance under Section 32 of the ITA- The Company will be entitled to claim
depreciation at the prescribed rates on specified tangible and intangible assets. Also, the depreciation
that remains unabsorbed on account of insufficient profits in a year will be carried forward and set off
against the succeeding year‟s profit and would be carried forward indefinitely.
(b) Carry forward of business losses under Section 72 of the ITA- Business losses, if any, for any year will
be carried forwarded and set off against business profits for subsequent eight years.
(c) Deduction of preliminary expenses under Section 35D of the ITA- The Company will be entitled to a
deduction of one fifth of the preliminary expenses incurred for the issue of shares for a period of five
years beginning with the year in which the Company expands its current industrial undertaking. The
amount of deduction is limited to five percent of the cost of the project/ capital employed in the
business.
(d) Minimum Alternate Tax (“MAT”) Credit under section 115JAA(1A) of the ITA- The Company is
eligible to claim the credit of MAT paid for any year commencing on or after April 01, 2006 against
normal income tax payable in subsequent years. MAT credit shall be allowed for any year to the extent
of difference between the tax computed as per the normal provisions of the ITA for that year and the
MAT which would be payable for that year. Such MAT credit will be available for set-off up to 10
years succeeding the year in which the MAT credit initially arose.
(e) Dividend income exemption Section 10(34) of the ITA– Dividend income (whether interim or final) in
the hands of the Company as distributed by any other Company referred to in Section 115-O on or after
April 1, 2004 is completely exempted from tax in hands of the Company. Further, the Company will
not be eligible to claim a deduction for any amount expended in connection with earning such exempt
income as per Section 14A of the ITA.
(f) Income From Certain Mutual Funds - Section 10(35) of the ITA- Under Section 10(35) of the Act,
income in respect of units of Mutual Funds specified under clause (23 D) in hands of the Company on
or after April 1, 2004 is completely exempt from tax in hands of the Company.
(g) Long term capital gains under Section 112 of the ITA- As per proviso of Section 112(1)(b) of the Act,
long term capital gains would be subject to rate of 20% (plus applicable surcharge and education cess).
However, as per the proviso to Section 112(1), the long term capital gains resulting on transfer of listed
securities or units (not covered by Section 10(36) and 10(38)),would be subject to tax rate of 20% with
54
indexation benefits or 10% without indexation benefits (plus applicable surcharge and education cess)
as per option of the assessee. For this purpose, Indexation Benefit would mean the substitution of cost
of acquisition/improvement with the indexed cost of acquisition / improvement, which adjusts the cost
of acquisition / improvement by a cost inflation index as prescribed from time to time.
(h) Long term capital gains arising from transfer of an „Eligible Equity Share‟ under Section 10(36) of the
ITA- Long term capital gains arising from transfer of an „Eligible Equity Share‟ in a company
purchased on or after 1st day of March, 2003 and before the 1
st day of March, 2004 (both days
inclusive) and held for a period of 12 months or more is exempt from tax under Section 10(36) of the
Act.
(i) Long term capital gains on listed securities under Section 10(38) of the ITA- Long term capital gains
arising from sale of listed Equity Shares or units of an equity oriented fund through a recognized stock
exchange will not be subject to capital gains tax, provided the applicable Securities Transaction Tax i.e.
at the rate of 0.025% on the transaction value is paid by the Company and the transaction of such sale
is entered into on or after October 01, 2004.
(j) Short term capital gains on Equity Shares under Section 111A- Short term capital gains arising from
the transfer of Equity Shares in any company through a recognized stock exchange or from sale of units
of equity oriented mutual fund shall be subjected to tax @ 15% (plus applicable surcharge and
education cess) provided such a transaction is entered into after the 1st day of October 2004 and such
transfer/sale is subject to Securities Transaction Tax. Other short term capital gains would be taxed at
the rate of 30% (plus applicable surcharge & education cess)
(k) Exemption from capital gains under Section 54EC of the ITA-In accordance with and subject to the
condition and to he extent specified in Section 54 EC of the Act , the Company would be entitled to
exemption from tax arising from the transfer of the long term capital assets (not covered by Section
10(36) and Section 10(38), if such capital gain is invested in any of the long term specified assets in
manner prescribed in the said section provided that the investment made on after 01.04.2007 in the long
term specified asset during any financial year does not exceed fifty lakh rupees. Where the long term
specified asset is transferred or converted into money at any time within a period of three years from
the date of its acquisition, the amount of capital gains exempted earlier would become chargeable to tax
as long term capital gains in the year in which the long term specified asset is transferred or converted
into money.
(l) As inserted by Finance (No. 2) Act 2009, under section 115WM, the provisions of the Fringe Benefit
Tax shall not apply to the Company with effect from Income Tax Assessment year 2010-11.
Benefits available to Resident shareholders
The following General Tax Benefits are available to the existing/ prospective shareholders of the
Company under the Income Tax Act.
(a) Dividend Exempt under Secion 10(34)
Under Section 10(34) of the Act, dividend income (whether interim or final) declared ,distributed or
paid by the Company on or after 1st April, 2004 is completely exempt from tax in the hands of the
Company.
(b) Lower Tax Rate under Section 112 on Long Term Capital Gain
As per the provisions of Section 112 of the Act, long term capital gains that are not exempt under section
10(38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge and
education cess). However, as per the proviso to Section 112 (1), if the tax on long term capital gains
resulting on transfer of listed securities or units, calculated at the rate of 20 percent with indexation
benefit, then such gains are chargeable to tax at a concessional rate of 10 percent (plus applicable
surcharge and education cess)
(c) Lower Tax rate under Section 111A on Short Term Capital Gains
As per the provisions of Section 111A, Short Term capital gains arising from the transfer of Equity
Shares in any company through a recognized stock exchange or from the sale of units of equity
55
oriented mutual fund shall be subject to tax 15% (plus applicable surcharge and education cess)
provided such a transaction is entered into after 1st day of October, 2004 and the transaction is subject
to Securities Transaction Tax.
(d) Exemption of Long Term Capital Gain under Section 10(38)
As per the provisions of Section 10(38), long term capital gain arising from the sale of Equity Shares in
any company through a recognized stock exchange or from the sale of units of an equity oriented
mutual fund shall be exempt from Tax if such sale takes place after 1st of October 2004 and such sale is
subject to Secutities Transaction Tax.
(e) Exemption of Long Term Capital Gain under Section 54EC
In accordance with and subject to the condition and to the extent specified in Section 54 EC of the Act ,
the shareholders would be entitled to exemption from tax arising from the transfer of the long term
capital assets (not covered by Section 10(36) and Section 10(38), if such capital gain is invested in any
of the long term specified assets in manner prescribed in the said Section provided that the investment
made on after 01.04.2007 in the long term specified asset during any financial year does not exceed
fifty lakh rupees. Where the long term specified asset is transferred or converted into money at any
time within a period of three years from the date of its acquisition, the amount of capital gains
exempted earlier would become chargeable to tax as long term capital gains in the year in which the
long term specified asset is transferred or converted into money.
(f) Exemption under Section 54F
Long term capital gains arising from sale or transfer of shares (in cases not covered under Section
10(36) and Section 10(38) of the Act) would not be chargeable to tax in case of a shareholder who is
individual or Hindu Undivided Family (HUF), to the extent that the net consideration are used for
purchase of residential house property within a period of one year before and two years after the date
on which the transfer took place or for construction of residential house property within a period of
three years after the date of transfer. For this purpose, net consideration means full value of the
consideration received or accrued as reduced by any expenditure incurred wholly and exclusively in
connection with such transfer.
Further, if the residential house in which the investment has been made is transferred within a period of
three years from the date of its purchase or construction, the amount of capital gains not charged to tax
earlier would become chargeable to tax as long term capital gains in the year in which such residential
house is transferred.
Further, at the time of investment individual or HUF should not own more than one house.
(g) Income of a minor exempt upto certain limit under Section 10(32) of the ITA
Any income of minor children clubbed in the total income of the parent under Section 64(1A) of the
ITA will be exempt from tax to the extent of Rs. 1,500 per minor child.
Benefits available to Non Resident Indian Shareholders
Following benefits are available under the ITA to Non Resident Indian shareholders.
(a) Dividend Exempt under Section 10(34)
Under Section 10(34) to be read with Section 115O of the Act, dividend (whether interim per final)
declared, distributed by the Company on or after 1st April 2004 is completely exempt from tax in the
hands of the shareholders of the Company.
(b) Income of a minor
The provision mentioned in clause (c) under the “Resident shareholder” applies to a non resident
shareholder also in the same manner.
56
(c) Lower Tax Rate under Section 112 Long Term Capital gain-
As per the provisions of Section 112 of the Act, long term capital gains that are not exempt under
section 10(38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge and
education cess). However, as per the proviso to Section 112 (1), if the tax on long term capital gains
resulting on transfer of listed securities or units, calculated at he rate of 20 percent with indexation
benefit, then such gains are chargeable to tax at a concessional rate of 10 percent ( plus applicable
surcharge and education cess)
(d) Lower Tax rate under Section 111A on Short Term Capital Gains
As per the provisions of Section 111A, Short Term capital gains arising from the transfer of Equity
Shares in any company through a recognized stock exchange or from the sale of units of equity
oriented mutual fund shall be subject to tax 15% (plus applicable surcharge and education cess)
provided such a transaction is entered into after 1st day of October, 2004 and the transaction is subject
to Securities Transaction Tax.
(e) Options available under the Act
Where shares have been subscribed to in convertible foreign exchange – Option of taxation under
Chapter XII-A of the Act:
Non Resident Indians as defined in Section 115C (e) of the Act, being shareholders of an Indian
Company, have the option of being governed by the provisions of Chapters XII-A of the Act, which
inter alia entitles them to the following benefits in respect of income from shares of an Indian Company
acquired, purchased or subscribed to in convertible foreign exchange:
i. According to the provision of Section 115D read with Section 115E of the Act and subject to
the conditions specified therein, long term capital gains arising on transfer of an Indian
company‟s shares, will be subject to tax at the rate of 10 percent (plus applicable surcharge
and education cess), without indexation benefit.
ii. According to provisions of Section 115F of the Act and subject to the conditions specified
therein, gains arising on transfer of a long term capital asset being shares in an Indian
Company shall not be chargeable to tax if the entire net consideration received on or such
transfer is invested within the prescribed period of six months in any specified asset or saving
certificates referred to in Section 10(4B) of the Act. If part of such net consideration is
invested within the prescribed period of six months in any specified asset or saving certificates
referred to in Section 10(4B) of the Act then such gains would not be chargeable to tax on a
proportionate basis. For this purpose, net consideration mean full value of the consideration
means full value of consideration received or accruing as a result of the transfer of the capital
asset as reduced by any expenditure incurred wholly or exclusively in connection with such
transfer. Further, if the specified asset or savings certificate in which the investment has been
made is transferred within a period of three years from the date of Investment , the amount of
capital gains tax exempted earlier would become chargeable to tax as long term capital gains
in the year in which such specified asset or saving certificates are transferred.
iii. As per the provisions of Section 115G of the Act, Non- Resident Indians are not obliged to file
a return of income under Section 139(1) of the Act, if their only source of income is income
from investments or long term capital gains earned on transfer of such investments or both,
provided tax has been deducted at source from such income as per the provisions of Chapter
XVII-B of the Act.
iv. Under Section 115H of the Act, where the Non-Resident becomes assessable as a resident in
India, he may furnish a declaration in writing to Assessing Officer, along with his return of
income for that year under Section 139 of the Act to the effect that the provisions of Chapter
XII-A shall continue to apply to him in relation to such investment income derived from the
specified assets for that year and subsequent assessment years until such assets are converted
into money.
v. As per the provisions of Section 115I of the Act, a Non Resident Indian may elect not to be
governed by the provisions of Chapter XII-A for any assessment year by furnishing his return
57
of income for that assessment year under Section 139 of the Act, declaring therein that the
provisions of Chapter XII-A shall not apply to him for that assessment year and accordingly
his total income for that assessment year will be computed in accordance with the other the
other provisions of the Act.
(f) Exemption of Long term capital gain under Section 10(38)
As per the provisions of Section 10(38), long term capital gain arising from the sale of Equity Shares in
any company through a recognized stock exchange or from the sale of units of an equity oriented
mutual fund shall be exempt from Tax if such sale takes place after 1st of October 2004 and such sale is
subject to Secutities Transaction Tax.
(g) Exemption of Long Term Capital Gain under Section 54EC
In accordance with and subject to the condition and to he extent specified in Section 54 EC of the Act ,
the shareholders would be entitled to exemption from tax arising from the transfer of the long term
capital assets (not covered by Section 10(36) and Section 10(38), if such capital gain is invested in any
of the long term specified assets in manner prescribed in the said Section provided that the investment
made on after 01.04.2007 in the long term specified asset during any financial year does not exceed
fifty lakh rupees. Where the long term specified asset is transferred or converted into money at any
time within a period of three years from the date of its acquisition, the amount of capital gains
exempted earlier would become chargeable to tax as long term capital gains in the year in which the
long term specified asset is transferred or converted into money.
(h) Exemption under Section 54F
Long term capital gains arising from sale or transfer of shares (in cases not covered under Section
10(36) and Section 10(38) of the Act) would not be chargeable to tax in case of a shareholder who is
individual or Hindu Undivided Family (HUF), to the extent that the net consideration are used for
purchase of residential house property within a period of one year before and two years after the date
on which the transfer took place or for construction of residential house property within a period of
three years after the date of transfer. For this purpose, net consideration means full value of the
consideration received or accrued as reduced by any expenditure incurred wholly and exclusively in
connection with such transfer.
Further, if the residential house in which the investment has been made is transferred within a period of
three years from the date of its purchase or construction, the amount of capital gains not charged to tax
earlier would become chargeable to tax as long term capital gains in the year in which such residential
house is transferred.
Further, at the time of investment individual or HUF should not own more than one house.
(i) Tax Treaty Benefits
As per the provisions of Sections 90(2) of the Act, the provisions of the Act would prevail over the
provisions of the tax treaty to the extent they are more beneficial to the Non- Resident.
Benefits available to Other Non Residents
(a) Dividend Exempt under Section 10(34)
Under Section 10(34) to be read with Section 115O of the Act, dividend (whether interim per final)
declared, distributed by the Company on or after 1st April 2004 is completely exempt from tax in the
hands of the shareholders of the Company.
(b) Lower Tax Rate under Section 112 Long Term Capital gain
As per the provisions of Section 112 of the Act, long term capital gains that are not exempt under
Section 10(38) of the Act would be subject to tax at a rate of 20 percent (plus applicable surcharge and
education cess). However, as per the proviso to Section 112 (1), if the tax on long term capital gains
58
resulting on transfer of listed securities or units, calculated at the rate of 20 percent with indexation
benefit, then such gains are chargeable to tax at a concessional rate of 10 percent ( plus applicable
surcharge and education cess)
(c) Lower Tax rate under Section 111A on Short Term Capital Gains
As per the provisions of Section 111A, Short Term capital gains arising from the transfer of Equity
Shares in any company through a recognized stock exchange or from the sale of units of equity
oriented mutual fund shall be subject to tax 15% (plus applicable surcharge and education cess)
provided such a transaction is entered into after 1st day of October, 2004 and the transaction is subject
to Securities Transaction Tax.
(d) Exemption of Long term capital gain under Section 10(38)
As per the provisions of Section 10(38), long term capital gain arising from the sale of Equity Shares in
any company through a recognized stock exchange or from the sale of units of an equity oriented
mutual fund shall be exempt from Tax if such sale takes place after 1st of October 2004 and such sale is
subject to Secutities Transaction Tax.
(e) Exemption of Long Term Capital Gain under Section 54EC
In accordance with and subject to the condition and to the extent specified in Section 54 EC of the Act ,
the shareholders would be entitled to exemption from tax arising from the transfer of the long term
capital assets (not covered by Section 10(36) and Section 10(38), if such capital gain is invested in any
of the long term specified assets in manner prescribed in the said Section provided that the investment
made on after 01.04.2007 in the long term specified asset during any financial year does not exceed
fifty lakh rupees. Where the long term specified asset is transferred or converted into money at any
time within a period of three years from the date of its acquisition, the amount of capital gains
exempted earlier would become chargeable to tax as long term capital gains in the year in which the
long term specified asset is transferred or converted into money.
(f) Exemption under Section 54F
Long term capital gains arising from sale or transfer of shares (in cases not covered under
section10(36) and section 10(38) of the Act) would not be chargeable to tax in case of a shareholder
who is individual or Hindu Undivided Family (HUF), to the extent that the net consideration are used
for purchase of residential house property within a period of one year before and two years after the
date on which the transfer took place or for construction of residential house property within a period
of three years after the date of transfer. For this purpose, net consideration means full value of the
consideration received or accrued as reduced by any expenditure incurred wholly and exclusively in
connection with such transfer.
Further, if the residential house in which the investment has been made is transferred within a period of
three years from the date of its purchase or construction, the amount of capital gains not charged to tax
earlier would become chargeable to tax as long term capital gains in the year in which such residential
house is transferred.
Further, at the time of investment individual or HUF should not own more than one house.
(g) Tax Treaty Benefits
As per the provisions of Sections 90(2) of the Act, the provisions of the Act would prevail over the
provisions of the tax treaty to the extent they are more beneficial to the Non-Resident.
Benefit available to Foreign Institutional Investors (“FII”)
(a) Dividend Exempt under section 10(34) Under section 10(34) to be read with Section 115O of the Act, dividend (whether interim per final)
declared, distributed by the Company on or after 1st April 2004 is completely exempt from tax in the
hands of the shareholders of the Company.
(b) Benefit on taxability of capital gain
59
In case of a shareholders being a Foreign Institutional Investors (FII), in accordance with and subject to
the conditions and to the extent specified in Section 115AD of the Act, tax on long term capital gain
(not covered by section 10(36) and 10(38)) will be 10% and on short term capital gain will be 30% as
increased by a surcharge and education cess at an appropriate rate on the tax so computed in either
case. However short term capital gains on sale of Equity Shares of a Company through a recognized
stock exchange or a unit of an equity oriented mutual fund effected on or after 1st October 2004 and
subject to Securities Transaction Tax shall be taxed @ 15% (plus applicable surcharge and education
cess) as per the provisions of Section 111A. It is to be noted that the benefits of indexations and foreign
currency fluctuation protection as provided by Section 48 of the Act are not available to FII.
(c) Exemption of Long term capital gain under section 10(38)
As per the provisions of section 10(38), long term capital gain arising from the sale of Equity Shares in
any company through a recognized stock exchange or from the sale of units of an equity oriented
mutual fund shall be exempt from Tax if such sale takes place after 1st of October 2004 and such sale is
subject to Secutities Transaction Tax.
(d) Exemption of Long Term Capital Gain under section 54EC
In accordance with and subject to the condition and to he extent specified in Section 54 EC of the Act ,
the shareholders would be entitled to exemption from tax arising from the transfer of the long term
capital assets (not covered by Section 10(36) and Section 10(38), if such capital gain is invested in any
of the long term specified assets in manner prescribed in the said Section provided that the investment
made on after 01.04.2007 in the long term specified asset during any financial year does not exceed
fifty lakh rupees. Where the long term specified asset is transferred or converted into money at any
time within a period of three years from the date of its acquisition, the amount of capital gains
exempted earlier would become chargeable to tax as long term capital gains in the year in which the
long term specified asset is transferred or converted into money.
(e) Tax Treaty Benefits
As per the provisions of Sections 90(2) of the Act, the provisions of the Act would prevail over the
provisions of the tax treaty to the extent they are more beneficial to the Non-Resident.
Benefits available to Mutual Funds
As per the provisions of Section 10(23D) of the ITA, any income of Mutual Funds registered under the
Securities and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up by
public sector banks or public financial institutions and Mutual Funds authorised by the Reserve Bank of India
would be exempt from income tax, subject to the Conditions as the Central Government may by notification in
the Official Gazette specify in this behalf.
Benefits available to Venture Capital Companies/Funds
As per the provisions of Section 10(23FB) of the ITA, all venture capital companies/funds registered with the
Securities and Exchange Board of India, subject to the conditions specified, are eligible for exemption from
income tax on all their income, including dividend from and income from sale of shares of the Company.
Applicability of Wealth Tax Act, 1957
Shares in a company held by a shareholder are not treated as an asset within the meaning of Section 2(ea) of
Wealth tax Act, 1957; hence, wealth tax is not leviable on shares held in a company.
Applicability of Gift Tax Act, 1958
Gift Tax Act was abolished with effect from October 01, 1998. Accordingly, no gift tax would be levied on gifts
of shares of the Company.
Notes:
1. All the above possible benefits are as per the current tax laws as amended by the Finance ,Act
2009.The effect of the proposed Finance Bill 2010 has not been included in the above statement as the
same is pending assent from the Parliament.
2. All the stated possible benefits are as per the current tax law and will be available only to the sole /first
named holder in case the shares are held by joint holders
60
3. In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further
subject to any benefits available under the double taxation avoidance agreements, if any, between India
and the country in which the non-resident has fiscal domicile.
61
SECTION IV: ABOUT THE COMPANY
INDUSTRY OVERVIEW
The information in this section includes extracts from publicly available information, data and statistics and has
been derived from various government publications and industry sources, including reports that have been
prepared by CRISIL. Neither we nor any other person connected with the Issue have verified this information.
The data may have been re-classified by us for the purposes of presentation.
Our Company accepts responsibility for accurately reproducing such information, data and statistics. Industry
sources and publications generally state that the information contained therein has been obtained from sources
generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not
guaranteed and their reliability cannot be assured and, accordingly, investment decisions should not be based on
such information.
Disclaimer from CRISIL:
CRISIL limited has used due care and caution in preparing this report. Information has been obtained by
CRISIL from sources which it considers reliable. However, CRISIL does not guarantee the accuracy, adequacy
or completeness of any information and is not responsible for any errors or omissions or for the results obtained
from the use of such information. No part of this report may be published/reproduced in any form without
CRISIL‟s prior written approval. CRISIL is not liable for investment decisions which may be based on the views
expressed in this report. CRISIL Research operates independently of, and does not have access to information
obtained by CRISIL‟s Rating Division, which may, in its regular operations, obtain information of a confidential
nature that is not available to CRISIL Research.
Overview of the Indian Economy
The fiscal 2009-10 began on a somber note, with global economies coming out clutches of the slowdown. There
was a significant slowdown in the growth rate in the second half of 2008-09, following the financial crisis that
began in the industrialized nations in 2007 and spread to the real economy across the world. Yet, over the span
of the year, the economy posted a remarkable recovery, not only in terms of overall growth figures but, more
importantly, in terms of certain fundamentals, which justify optimism for the Indian economy in the medium to
long term.
The Advance estimates of GDP for 2009-10 released by the Central Statistical Organization (CSO) pegs the
growth of the Indian economy at 7.2 per cent in 2009-10, with the industrial and the service sectors growing at
8.2 and 8.7 per cent respectively.
The economic activities which registered significant growth in the third quarter of 2009-10 over the
corresponding period in 2008-09 are 'Mining and Quarrying' at 9.6 per cent, 'Manufacturing' at 14.3 per cent,
'Construction' at 8.7 per cent, 'Trade, hotels, transport and communication' at 10 per cent and 'financing,
insurance, real estate and business services' at 7.8 per cent. (Source: Central Statistical Organization)
The charts below set forth certain indicators of the Indian economy for the past six fiscals:
142 152
199
310
252 277
-
75
150
225
300
375
2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
Bil
lio
ns
Foreign Exchange Reserves (US Mn)
7.5
9.5 9.7 9.6
6.8 7.2
0
3
6
9
12
2004-05 2005-06 2006-07 2007-08 2008-09 2009-10
Annual Growth Rate of GNP (@FC)
62
CONSTRUCTION INDUSTRY
Introduction
It is estimated that investments in construction will almost double to Rs 12,189 billion during 2008-09-2012-13
from Rs 6,217 billion during 2003-04 - 2007-08 (2008-09 prices). The construction industry is expected to grow
at a healthy CAGR of 35 per cent during 2008-09 and 2012-13. Infrastructure spending especially in roads,
power, irrigation and urban infrastructure will drive this growth. (Source: CRISIL Research, Construction,
September 2009)
Infrastructure investments will account for around 66 per cent of total investments and drive growth of the
construction industry. The government‟s increased focus on roads, ports, airports, urban infrastructure and
irrigation will support growth. The Central government has introduced numerous policies and schemes like
Bharat Nirman Yojana, National Highway Development Program (NHDP), Jawaharlal Nehru National Urban
Renewal Mission (JNNURM) and stimulus packages etc to improve infrastructure in the country. (Source:
CRISIL Research, Construction, September 2009)
In the infrastructure segment, roads sector will be the primary growth driver. Roads, irrigation and urban
infrastructure together will constitute 72 per cent of total construction expenditure on infrastructure segment
over the next 5 years (2008-09 to 2012-13). (Source: CRISIL Research, Construction, September 2009)
Construction expenditure on infrastructure segment will maintain the growth momentum due to increased
government focus on infrastructure development in the country. Although expenditure on the industrial segment
is expected to grow at a faster pace as compared to infrastructure segment, the latter will drive growth in
construction industry owing to higher construction intensity and sheer quantum of investments. Infrastructure
segment will account for 78.3 per cent of total construction expenditure. (Source: CRISIL Research,
Construction, September 2009)
Investments in construction account for nearly 11 per cent of India‟s GDP and nearly 50 per cent of its gross
fixed capital formation (GFCF). These investments have a positive domino effect on supplier industries, thereby
contributing immensely to economic development. These investments serve as a demand booster in the short
term, and contribute towards enhancing infrastructure capacity in the long term. (Source: CRISIL Research,
Construction, September 2009)
The graph below displays the expected growth of the infrastructure and industrial segments of the construction
industry through fiscal 2012-2013:
63
(Source: CRISIL Research, Construction, September 2009)
Infrastructure Construction
It is estimated that the Construction opportunity arising from the infrastructure segment will almost double to Rs
9,548 billion over the next 5 years (2008-09 to 2012-13) from Rs 5,006 billion incurred during 2003-04 to 2007-
08 (2008-09 prices) (Source: CRISIL Research, Construction, September 2009)
Roads sector will be the primary growth driver, contributing around 44 per cent of the total construction
expenditure to be incurred in the infrastructure segment; irrigation and urban infrastructure will contribute
around 28 per cent. Potential construction opportunity arising from roads sector, over the next 5 years, (2008-09
to 20012-13) is estimated to be Rs 4,164 billion at 2008-09 prices. The share of state roads (39 per cent) in total
roads investment is likely to be higher than that of national highways (36 per cent) over the next 5 years. Rural
roads would constitute the remaining 25 per cent. Investments in roads sector augur well for the construction
industry as the roads sector accounts for 100 per cent construction intensity. In national highways, nearly 8-10
kilometres are expected to be completed everyday. Out of the total NHDP investments, phase III and phase IV
would contribute 75 per cent. Private sector participation is also expected to accelerate over the next 5 years.
(Source: CRISIL Research, Construction, September 2009)
The fast growth of the economy in recent years has placed increasing stress on physical infrastructure such as
electricity, railways, roads, ports, airports, irrigation, and urban and rural water supply and sanitation, all of
which already suffer from a substantial deficit from the past in terms of capacities as well as efficiencies in the
delivery of critical infrastructure services. (Source: CRISIL Research, Construction, September 2009)
The pattern of inclusive growth of the economy projected for the Eleventh Plan, with GDP growth averaging
9% per year can be achieved only if this infrastructure deficit can be overcome and adequate investment takes
place to support higher growth and an improved quality of life for both urban and rural communities. (Source:
Eleventh Plan, Planning Commission)
Infrastructure investments will account for around 66 per cent of total investments and drive growth of the
construction industry. The government‟s increased focus on roads, ports, airports, urban infrastructure and
irrigation will support growth. In the infrastructure segment, roads sector will be the primary growth driver.
Roads, irrigation and urban infrastructure together will constitute 72 per cent of total construction expenditure
on infrastructure segment over the next 5 years (2008-09 to 2012-13). Increased focus of the Central and state
governments and urban local bodies (ULBs), on the development of infrastructure in urban areas will support
these investments (Source: CRISIL Research, Construction, September 2009)
Construction opportunity from infrastructure segment (2008-09 prices)
64
(Source: CRISIL Research, Construction, September 2009)
The Union government on its part underscored the role of the private sector in catalysing infrastructure
investments and laid down a road map for planned investments of a little more than $1 trillion (around Rs45.6
trillion) in the next Five Year Plan. This estimate is nearly twice the amount projected to be spent on
infrastructure in the current Plan period. (Source: Prime Minister Manmohan Singh at the Building
Infrastructure: Challenges and Opportunities conference)
Industry characteristics
2. High level of fragmentation has resulted in low concentration
Low entry barriers due to less fixed capital requirements (In EPC contracts) make the industry highly
fragmented. As compared to Engineering, Procurement and Construction (EPC) project, build-operate-transfer
(BOT) projects have high fixed capital requirement.
However, due to the government‟s increased focus on public private partnership projects, entry barriers for
companies have become more complex in terms of meeting the prequalification criteria and other technical
requirements.
3. Working capital-intensive
Although the industry is not fixed capital-intensive, it is working capital-intensive in terms of gross working
capital requirements. Most projects, especially infrastructure, have a gestation period of more than a year.
Inaddition, any delay in payments from government agencies pushes up receivables.
The initial gross working capital requirement also depends on the type of project. For instance, road projects
have lesser working capital requirements as compared to building projects.
4. Competitive bidding in government projects leads to competitive pricing
Government projects are awarded largely through the open tendering system to the lowest bidder (L1). Presence
of a large number of domestic contractors and increasing presence of international contractors across most
segments in India have made bidding relatively competitive for bagging contracts (projects awarded by the
government and government-affiliated entities account for a large share of the total contracts).
5. Low project risk but high payment receivable risk
Project risk for a contractor is low due to low financial commitments. Most construction projects are executed
on a cash contract basis, which are funded and managed by the owner. The number of construction projects with
65
equity participation by contractors is less and limited to a few projects. However, with the Central and state
governments laying more emphasis on private investments, there shall see more of such projects in future.
6. Capacity not a constraint
The construction industry is not capital-intensive; hence, supply is not a constraint. It can be augmented by
mobilizing the requisite skilled labour.
7. High level of project execution skills
Every construction project is customized, based on design specifications. Unlike the housing segment, where
technology requirements are lower, strong project execution and technical skills are critical in order to avoid
cost and time overruns.
The need for strong project execution skills has been intensified with National Highways Authority of India‟s
(NHAI) National Highway Development Programme (NHDP) where time overruns are penalized under a
penalty clause, while early project completions are rewarded under a bonus clause.
(Source: CRISIL Research, Construction, September 2009)
Irrigation Infrastructure
The Eleventh Five-Year Plan has a target of developing 16 mh through major, medium and minor irrigation
works. Total investments in irrigation sector are expected to grow to Rs 2,474 billion in 2008-09 - 2012-13 from
Rs 1,361 billion in 2003-04 - 2007-08 (at 2008-09 prices), representing a growth of 182 per cent. States,
concentrating on improving water and irrigation infrastructure, like Andhra Pradesh (AP), Maharashtra, Gujarat,
Madhya Pradesh (MP), Orissa, Rajasthan and Karnataka will contribute to this growth.
Slowdown in investments in 2008-09, due to deteriorating state finances owing to economic slowdown, has
affected the sector‟s growth. Project awarding has also slowed down due to state elections in AP, a key state in
water investments. However, the situation has been improving with a recovery in economy. A stable
government at the Centre and focused policies in many states like AP, MP and Gujarat are expected to further
boost planned investments in irrigation.
(Source: CRISIL Research, Construction, September 2009)
21
2 28
1
29
0
28
5
29
3
30
6 37
0
45
9
61
2
72
8
0
200
400
600
800
2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13
66
In terms of volume, it is expected that 10.5 million hectares of irrigation potential will be created over the
Eleventh Five- Year Plan (2006-07 to 2011-12), as against a target of 16 million hectares. The recent slowdown
in economy has deteriorated state finances and consequently, decelerated pace of funding for irrigation projects
considerably. However, it is expected that the situation will improve with improvement in the economy and
expediting investments in irrigation would help achieve 10.5 million hectares compared to 7.8 million hectares
achieved in the Tenth Five-Year Plan (2002-07).
ROAD SECTOR
With the Government‟s continued focus on road development, it is estimated that the potential investment in the
road sector, over the next 5 years (2009-10 to 2013-14), will be to the tune of Rs 5,216 billion. Out of the total
investments, state roads share would be 39 per cent followed by national highways share at around 36 per cent
and rural roads would constitute remaining 25 per cent of the total investment. The state government‟s focus on
improving state roads and several initiatives taken by them has led to an increase in state road investments since
2006-07; consequently, share of state highways in road investments has increased. (Source: CRISIL Research,
Roads and Highways, August 2009)
Historically, road projects have been largely financed through public funds and likewise the trend continues for
the next 5 years. Out of Rs 5.2 trillion of funding required in the road sector over the next 5 years, around Rs 3.7
trillion is expected to come from public sector and the remaining Rs 1.5 trillion from private sector. However,
this share of public funds is slowly reducing with private sector gaining more prominence through BOT
projects. The private sector participation is expected to accelerate in the future. (Source: CRISIL Research,
Roads and Highways, August 2009)
Road planning and financing in India has always been the responsibility of both the Central and state
governments, with the Centre being responsible for the construction, operation and maintenance of the National
Highways (NHs) and the State for all the other type of roads such as State Highways (SHs), Major District
Roads (MDRs), except certain special categories of roads. Investment in rural roads is sourced from the Pradhan
Mantri Gram Sadak Yojana (PMGSY) under Bharat Nirman, which is a centrally sponsored scheme. The
Central Government meets the entire funding of the construction cost of rural roads under PMGSY while the
implementation responsibility lies with the respective state governments. (Source: CRISIL Research, Roads and
Highways, August 2009)
With the government‟s continued focus on road development, it is estimates that the potential investment in the
road sector over the next 5 years (2009-10 to 2013-14) will be to the tune of Rs 5,216 billion. Share of state
roads would be 39 per cent followed by a 36 per cent share of national highways; rural roads would constitute
the remaining 25 per cent of the total investment in roads sector. (Source: CRISIL Research, Roads and
Highways, August 2009)
The following graph summarizes the trends in road sector investment -
67
(Source: CRISIL Research, Roads and Highways, August 2009)
India has the second largest road network in the world, aggregating 3.3 million kilometers. Roads form the most
common mode of transportation and account for about 86 per cent of passenger traffic and 62 per cent of freight,
making it the main artery for commuting across the country.
In India, national highways, with a length of close to 67,000 km, constitute a mere 2 per cent of the road
network but carry about 40 per cent of the total road traffic. On the other hand, state roads and major district
roads. The secondary system of road, carry another 40 per cent of traffic and account for 18 per cent of road
length.
In the decreasing order of the volume of traffic movement, road network in India can be divided in the following
Categories :
Road Network in India as in 2007-08
Road
Network
Length (in
Kms)
Percentage of Total Length
(Laned Km)
Coordinating
Agency Connectivity to
Length Traffic
National
highway 66,754 2.0 40.0 115,192 MoST, BRO
Union capital, state
capitals, major ports,
foreign highways
State
highway 128,000 3.9
40.0
175,032 State PWDs Major centres within the
states, national highways
Major
district
roads
470,000 14.2 381,523 State PWDs Main roads, rural roads
Rural and
other
roads
2,650,000 79.9 20.0 MoRD
Production centres,
markets, highways, railway
stations etc
- Project
roads State PWDs
Projects like irrigation,
power, mines, etc
- Urban
roads
Municipal
corporations Intra-city networking
- Village
roads Zilla parishads Village to nearby markets
Total 3,314,754 100 100
(Source: CRISIL Research, Roads and Highways, August 2009)
National Highways
124 187 183264 287
388471 477195
251 272
326373
395
445 471
73
106152
181
218
264
304352
0
325
650
975
1,300
2006-07 2007-08 2008-09 2009-10 E 2010-11 P 2011-12 P 2012-13 P 2013-14 P
National Highways State Roads Rural Roads
68
It is expected that the Implementation of the National Highway Development Project will be put on the fast lane.
The significance of road transport has enhanced manifold in the recent years, aided by the expansion and
improvement in the highway network. Though National Highways constitute a mere 2 per cent of the country‟s
total road network, this arterial network handles over 40-45 per cent of the total road-based traffic. NHDP
launched in 1998-99, is being implemented over seven Phases. Over the next 5 years, i.e. from 2009-10 to 2013-
14, construction of around 18,000 km is expected over various phases of NHDP at an estimated cost of around
Rs 1,888 billion. Despite rising budgetary deficits, and a change of government at the Centre, the NHDP has
been accorded top priority and its scope has been significantly expanded beyond the original scope of Golden
Quadrilateral and North-South and East-West corridors.
Description of NHDP Phases –
Phases Description Implementing
Agencies
I Golden Quadrilateral Connecting Delhi-Kolkata-Chennai NHAI
Port Connectivity Connectivity for 10 major ports NHAI
Others - NHAI
II North South East West (NSEW)
Corridor
Shirnagar to Kanya Kumari (North to South) and Silchar
to Porbander (East to West) NHAI
III Phase Connectiing State Capital and places of economic and
tourist importance NHAI
IV Improve 2-lane standards with
paved shoulders - MORTH
V 6-laning of existing National
Highways Phase involves 5,600 km strech under the GQ NHAI
VI Expressways - NHAI
VII Ring Roads - NHAI
(Source: CRISIL Research, Roads and Highways, August 2009)
Phase I: Substantially completed
Phase I mainly comprises the Golden Quadrilateral (GQ), port connectivity and other stretches. As on March 31,
2009, around 93 per cent of phase I was complete and the balance 7 per cent under implementation. As per
CRISIL Research‟s estimate, the balance 7 per cent, which comprises 490 km, is expected to be completed by
2013-14. Until March 31, 2009, approximately Rs 359 billion has been incurred for Phase I and additional Rs 26
billion would be required to complete the balance stretches until 2013-14. Almost all the projects in this phase
are under cash contracts.
Phase II: Under implementation
Phase II comprises North-South and East-West Corridors (NSEW). The total length of NSEW Corridor is 7,274
km. Around 3,680 km is expected to be completed between 2009-10 and 2013-14 at an estimated cost of Rs 322
billion. Similar to Phase I, majority of the projects in phase II are under cash contracts. Most of the stretches in
this phase are under implementation with only 843 km of stretches to be awarded. Substantial completion of this
phase is expected by 2014-15.
Phase III: Expected to see flurry of activity
Phase III involves four laning of two laned roads, which mainly connects state capitals and important places to
Golden Quadrilateral (GQ) and Corridors. A length of around 8,092 km, out of the total 12,109 km, is likely to
get complete between 2009-10 and 2013-14 at an estimated cost of around Rs 913 billion. The substantial
completion of this phase is expected to be around 2016-17. In phase III, the government aims to implement most
of the projects through private participation under BOT-Toll.
Phase IV: To be implemented by MORTH & not NHAI
69
Phase IV involves improvement of National Highways to two lanes with paved shoulders. The total length of
this phase is 20,000km out of which we expect around 1,095 km to be completed between 2009-10 and 2013-14
at a cost of around Rs 39 billion.
Phase V: Future action phase
Like phase III, phase V is also witnessing some action. This phase involves six-laning of the existing four-lane
NHs. The total length of this phase is 6,500 km out of which we expect around 4,058 km to be constructed
during 2009-10 and 2013-14 at an estimated cost of around 504 billion. This phase is expected to be
substantially completed by 2016-17. In this phase, the government aims to implement all projects under BOT-
Toll basis. The fact that NHAI is converting these 4-laned highways to six lanes suggests that these stretches are
attractive stretches with adequate traffic. Moreover, the concessionaire is allowed to collect toll on existing four-
laned highway from the date of financial closure of the project, which ultimately results into cash inflows even
before construction begins. Thus, given the lucrative model and attractiveness of the stretches, we expect
significant proportion of these stretches being awarded on a BOT-Toll basis
Phase VI and Phase VII: Not much action on ground
Phase VI includes development of around 1,000 km of expressways; phase VII includes ring roads, flyovers,
and bypasses on selected stretches of NH. Until date, only one stretch has been identified under phase VII, no
stretch has been identified in case of phase VI. Going forward, we do not expect much action to happen in these
two phases.
It is expected around 226 km to be constructed under these phases between 2009-10 and 2013-14 at a cost of
around Rs 60 billion. Since these phases contain expressways and ring roads, they will be built on stretches with
excessive traffic; hence, they are likely to be awarded on BOT-Toll model.
(Source: CRISIL Research, Roads and Highways, August 2009)
State Roads
State roads constitute around 18 per cent of the country‟s total road network, handling around 40 per cent of the
total road traffic. State roads comprise state highways (SHs), major district roads (MDRs) and rural roads, which
do not come under the purview of PMGSY. State roads represent the secondary system of road transportation in
the country. They significantly contribute to the economy of midsized towns and rural economy and to the
country‟s industrial development by enabling movement of industrial raw materials and products from and to
the hinterland. Significant expenditure has been witnessed in state roads due to the state government‟s keen
interest for improving state roads.
The revised estimate of state government‟s capital expenditure for 2007-08 was Rs 251 billion as against budget
estimates of Rs 233 billion. The budgeted estimates for 2008-09 were Rs 272 billion. For 2010-11, the growth in
state‟s outlay for capital expenditure on roads and highways is expected to at 8 per cent per annum, which is
further expected to come down to 6 per cent for next 3 years. Further, going forward, private participation in
state roads is expected to increase to be around 30 per cent in 2010-11 and 40 per cent in 2012-13 and 2013-14.
State Roads – Projected Investments
373 395445
471
0
125
250
375
500
2010-11 2011-12 2012-13 2013-14
(Rs. in Billion)
70
23
,00
0 31
,00
0
42
,00
0
52
,00
0
0
15,000
30,000
45,000
60,000
2005-06 2006-07 2007-08 2008-09
41
73
106
152
0
40
80
120
160
2005-06 2006-07 2007-08 2008-09
(Source: CRISIL Research, Roads and Highways, August 2009)
Rural Roads
Rural roads play a vital role in the socio-economic upliftment of rural community. Of the total 3.3 million km
road network, rural roads account for around 2.7 million km (80 per cent). (Source: CRISIL Research, Roads
and Highways, August 2009)
Rural Road Connectivity is a key component of rural development as it promotes access to economic and social
services, thereby generating increased agricultural incomes and productive employment opportunities in India.
Consequently, it is also, a key ingredient in ensuring sustainable poverty reduction. In spite of efforts made over
the years at the Central and state levels, through different programmes, about 40 per cent of the country‟s
habitations are still not connected by all-weather roads. In places with connectivity, quality of roads (due to poor
construction or lack of maintenance) rules them out from being categorised as all-weather roads. (Source:
CRISIL Research, Roads and Highways, August 2009)
With a view to redress the situation, the government has launched the PMGSY to provide all-weather access to
unconnected habitations. The PMGSY is a 100 per cent centrally sponsored scheme; however, the
implementation responsibility lies with the respective state governments. Amount of cess on High Speed Diesel
(HSD) earmarked for this programme is 50 per cent. (Source: CRISIL Research, Roads and Highways, August
2009)
Over the last 4 years, there has been a significant growth in the construction of rural roads, both in volume and
value terms. In value terms, there has been 55 per cent compounded annual growth while in volume terms the
growth has been 32 per cent compounded annually. (Source: CRISIL Research, Roads and Highways, August
2009)
Around Rs 40 billion have been allocated for rural roads in the Interim Budget 2009-10 and would be routed
through a separate window created under the Rural Infrastructure Development Fund (RIDF). This will provide
necessary funds for the upgradation and development of rural roads planned under Bharat Nirman. The corpus
of RIDF was increased from Rs.5.5 billion in 2003-04 to Rs.140 billion for the year 2008-09 ensuring greater
availability of funds for its activities. (Source: CRISIL Research, Roads and Highways, August 2009)
Rural Roads – Yearwise break up of length Constructed (Km) Rural Roads – Yearwise break up of investments (Rs. in Billion)
(Source: CRISIL Research, Roads and Highways, August 2009)
Going by the past track record of investment in rural roads, growth is expected to continue. However, given the
economic scenario, rise in fiscal deficit and high base effect, the growth rate is likely to decline. The growth rate
is expected to be around 15 per cent over the next three years and 10% for the subsequent two years. (Source:
CRISIL Research, Roads and Highways, August 2009)
71
72
83
91
101
0
30
60
90
120
2010-11 2011-12 2012-13 2013-14
Th
ou
san
ds
218
264
304
352
0
100
200
300
400
2010-11 2011-12 2012-13 2013-14
Rural Roads – Expected Investment (Rs. Billion) Rural Roads – Expected length to be constructed (Km)
(Source: Roads & Highways, CRISIL Research, August 2009)
.
72
OUR BUSINESS
Business Overview
We are an integrated construction and infrastructure development company providing engineering, procurement
and construction services for infrastructure projects in India. Our primary project expertise is in the construction
of Roads & Highways, and technical Building, Hospitals and Colleges, Integrated Townships, Land
Development. We are headquartered in Kolkata, West Bengal, and have 5 offices/branches at Delhi, Lucknow,
Patna, Bangalore and Sharjah (UAE).
Our company is the flagship company of the Jain Group, which has business interests in infrastructure, energy
(renewable and non-renewable), steel and real estate. Our Company was incorporated on March 31, 2000 as a
partnership firm namely Bengal Construction Co. which was subsequently converted into a public limited
company on 07 November 2006 under the Companies Act, 1956 in the name and style of “Bengal Infrastructure
Limited” vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. The name of the
company was changed to Jain Infraprojects Limited on 21 Decemeber 2006 and a fresh certificate of
Incorporation was obtained from the Registrar of Companies, West Bengal. The promoters of the company were
the erstwhile partners in the partnership firm. For more details, please refer to the chapter titled “History and
Corporate Structure” beginning on page 101 of this DRHP.
Our expertise lies in planning, developing and executing projects in the areas of (i) Roads & Highways (ii) Civil
& Structural Engineering (iii) Housing Colonies and (iv) Water Distribution System. While we primarily
execute our projects independently or through sub-contracting, to be able to execute larger projects; we intend to
enter into Joint Ventures / Strategic Alliances to meet the technical and pre-qualification requirements.
Our fleet of construction equipment comprises of Heavy Earth Moving Machines such as hydraulic excavators,
loaders, dozers; Concreting plants such as batch-mixing plants, concrete mixers, transit mixers, concrete pavers;
Road equipment such as vibratory tandem rollers, electrical paver finishers, mechanical paver finishers, hot mix
plants, static rollers bitumen sprayer in addition to supplementary equipment such as cars, jeeps, tippers,
tractors. We have also invested in plants such as welding generators, gas cutting sets, work shop equipments,
generators.
On a standalone basis, for the Fiscal 2009, and for the nine months ended on December 31, 2009, our gross
contract receipts were Rs. 50,446 lacs and Rs. 65,101 lacs respectively. For the respective periods, we earned a
profit after tax of Rs. 3,319 lacs and Rs. 4,125 lacs. The value of the order book as on May 27, 2010 was Rs.
4,380.73 Crore.
Business Operations
Our company has, over the years, built strong competencies in design development and construction in the road
sector. In the last ten years, we have built or assisted in building, 450.09 kilometers of road in several states. In
addition to this, we have completed or are in the process of designing and constructing 53 buildings. Our
competencies extend to the following sectors:
Projects in the transportation sector that includes inter alia design and construction of roads,
expressways and allied facilities like service roads, flyovers amongst others.
Building construction which includes commercial, residential, public, institutional, housing and related
infrastructure facilities; and
Water management projects that include Water Networks, Sanitary Drainage Networks, Rainwater
Drainage Networks.
We primarily enter into three types of contracts in the construction business: engineering, procurement and
construction (“EPC”) contracts; lump-sum-turnkey (“LSTK”) contracts; and item rate contracts.
73
We execute infrastructure projects independently and under sub-contract. However, to meet technical and pre
qualification requirements for large Projects, we also enter into Joint Ventures/ strategic alliances with entities
operating in the same segment of business across geographies.
We are currently executing several projects in Bihar, Jharkhand, West Bengal, Uttar Pradesh, Tamil Nadu,
Kerala and Maharashtra As a strategy we have chosen the route of obtaining orders largely on a negotiated
basis, rather than on a competitive bidding process.
In addition to participating in competitive tenders we, along with our Promoter and senior management, often
help the concessioning authorities in the early stages of their processes by customizing our scope of work and
the concession terms to suit the specific project requirements as the case may be. This often results in our
winning the competitive bid. In instances where we have already developed a road for the relevant authority, we
are also occasionally awarded concessions by the authorities for the development of additional roads without
going through a competitive bidding process.
Our management team is qualified and experienced in construction and infrastructure development, and has
substantially contributed to the growth of our operations. We also benefit from the relationship our management
team has developed with State and Central government entities and various financial institutions. We believe
that the experience and leadership of our senior management team has contributed significantly to the growth
and success of our operations both in terms of securing new business and in ensuring that our projects are
developed and managed to high standards. This has aided us in maintaining higher margins. So far, for the
volume of turnover we have achieved, this strategy has been highly successful. However to increase our growth
rates we would need to go for larger tenders through the bidding route. We are aware that this can have an
unfavourable impact on our margins, however, the larger turnover would enable economies of scale and ensure
protection of profitability while maintaining and building a competitive advantage thereby offsetting the loss in
operating margins due to change in strategy.
Our valued client list includes various Government Undertakings, State Public Works Department as well as
State and Central Public Sector Undertakings like National Highway Authority of India (NHAI), Road
Construction Department - Govt. of Bihar, Westing House Saxby Farmers Ltd. (which is a Govt. of West
Bengal Undertaking), Jharkhand Irrigation Department - Govt. of Jharkhand, Uttar Pradesh Rashtriya Nirman
Nigam Limited, Central Public Works Department (CPWD) Bihar, AECOM International Limited, Mackintosh
Burn Limited, Housing and Infrastrcuture Board, Government of Libya .
In addition to the construction mandates that we execute for external clients for the projects in hand, we also
undertake such activity for group companies.
Our Competitive Strengths
Our Business Model
So far, to reach the existing critical mass we have positioned ourselves largely on negotiated contracts. The
success of this Strategy is evidenced by our financial growth. To progress to the next level we seek out larger
contracts, which will be awarded through the competitive bidding route. Concurrently, while the margins would
be under pressure due to the intensity of competition in this segment, our Strategy would be to sustain profitable
growth by ensuring the winning and execution of such bid contracts in the right quantum on an annualized basis.
The business model that we have adopted allows us to scale up operations with ease. Our business model offers
us the flexibility to adapt to varying nature of projects besides providing the scope of scalability of operations.
Under this model, we follow a two tier structure, which consists of (i) centralized planning and co-ordination,
and (ii) de-centralized project management, execution and quality assurance.
We believe that our execution model provides us with the support structure necessary to manage and execute
both small and large complex projects within the timelines and tight budgets while ensuring that our design and
quality surpasses the standards required by our client to ensure customer delight.
74
Diversity of our operations
We have ongoing projects in eight geographies (Bihar, Jharkhand, West Bengal, Uttar Pradesh Maharashtra,
Tamil Nadu, Kerala and one location outside the country in Libya) spanning across 4 sectors (Roads and
Highways, Water Networks, Civil Construction, Other Infrastructure). This diversity helps us de-risk our
business from overdependence on a single sector or geography.
Sectoral Scope
Our order book primarily spans across sectors that include Road and Highways, Water Networks, Civil
Construction, Other Infrastructure evincing the broad sectoral base penetrated so far.
We are a pan-India player with, significant presence in the states of Bihar, Jharkhand, West Bengal, Uttar
Pradesh, Maharashtra, Kerala and Tamil Nadu. In addition, we have moved into the international arena with a
major infrastructure contract for the development of the Tarhuna Township in Libya.
Operating across this spread, helps honing the skills and competencies of the project execution team, while
mitigating risk of our business from overdependence in a single sector or geography.
Technical Scope
We believe that our experience and expertise in planning, designing and construction of projects in the
transportation and civil construction is the competitive advantage that differentiates us from many of our
competitors. Constructing such infrastructure projects has been a significant focus area for our business.
We are one of few companies who have obtained the AECOM certification, which is the prerequisite for
qualifying for projects awarded by the Housing and Infrastructure Board contracts in Libya. This is an arduous
process of approval and is extremely stringent in its standards and awards.
Our successful implementation of projects in the roads and highways and civil construction sectors has provided
us with the credentials and wherewithal to implement larger projects.
Competence Scope
We have made large and sustained investments in equipment. We have modern construction equipment which
allows us to meet the broad spectrum of requirements of various construction projects. Such an equipment base
also gives us the capability to design and execute projects of a large and varied scale, thus reinforcing our ability
to execute diverse projects both nationally and internationally.
As we have owned equipment, we are able to appropriately benchmark productivity and production of the hired
equipment that we use for augmenting the requirement at individual sites. Concurrently regular benchmarking
with best practices ensures that we remain competitive and allows us to achieve higher operating margins.
Skilled Manpower and emphasis on Training and Development
We have invested in technically qualified and skilled man-power to ensure timely execution of our projects
while meeting the highest quality standards. Regular training and development programmes are organized to
update the knowledge and skill sets.
We have an experienced workforce looking after technical, commercial and financial aspects of the company.
We also have a set of skilled operators and workers on our rolls. We also employ temporary contract labour at
our work sites. Deployment is undertaken on a strategic basis to ensure optimum support for execution and
planning of the contract.
The management team of the infrastructure business is qualified and experienced. We retain a de-layered
structure to ensure quick client response time and prompt employee feedback.
Our strong Order Book
75
Our order book as at May 27, 2010 stood at Rs. 4,380.73 Crore. What differentiates our order book is the
diversity and the work contracts across sectors. Numbers wise, we have as many as 11 contracts in roads and
highways, but value wise the spread is across the board. This helps us de-risk the business model from the
cyclicities of a particular sector. In addition our track record of executing most of our projects within the
specified timeline has helped us ensure minimum cost overruns on time related parameters.
Our strategy to bid for larger value orders will bring economies of scale that will have a strong positive impact
on our efficiencies and in turn improve our competitiveness.
Our Business Strategy
Our vision is to be a dominant player in infrastructure development, both nationally and internationally.
Our strategy is to operate across the complete bandwidth of the infrastructure space surpassing the attendant
lifecycles with strong positions in domestic and chosen international markets.
To actualize the strategy, we will focus on the following short and long term objectives:
Maintain performance and competitiveness of existing business
Infrastructure will remain one of the drivers for growth in the Indian economy especially with the existing
Government emphasis on development.
To ensure sustained GDP growth across the various strata of society, the government has launched various
schemes with attractive returns on projects executed on BOT /Annuity /PPP basis. The government has indeed
opened a full basket to attract investments in this sector on a fast track basis.
We have continually focused on increasing our bid capacity and prequalification ability to enable us to bid for
larger projects. A key element of our growth strategy, besides committing to grow through expansion, is to
proactively seek to improve the performance and competitiveness of our existing activities that is to enable us to
build competitive advantage.
Develop and maintain strong relationships with our clients and strategic partners
Our business is dependent on winning construction projects undertaken by large government agencies and
companies, and infrastructure projects undertaken by governmental authorities and others and funded by
governments.
Our business is also dependent on developing and maintaining strategic alliances with other contractors with
whom we may want to enter into project-specific joint ventures or subcontracting relationships for specific
purposes such as pre-qualification etc. We will continue to develop and maintain these relationships and
alliances.
We intend to establish strategic alliances and share risks with companies whose resources, skills and strategies
are complementary to our business and are likely to enhance our opportunities.
Expand our footprint
We currently operate in seven geographies and intend to expand our footprint to bid for projects in others states
where the opportunity manifests. This will help us to further de-risk our business model and reduce our
dependence on a few states.
In addition to this we plan to enter into specialized irrigation projects.
Leverage our group’s strength for winning infrastructure and construction contracts
76
Our group has presence in several sectors that require the expertise of construction that we possess. We will
leverage our group‟s strength to obtain construction contracts of the projects that they will be working on. This
would be done on a case to case basis where it is commercially viable for us to execute the construction project.
Focus on BOT Contracts
To propel our growth, we would now strategically venture into BOT contracts, be it in the road, rail, bridges,
hydropower, power transmission, telecom towers etc.
To accelerate the infrastructure development across the country, the Government of India has launched various
schemes on the PPP model which requires astute understanding of the economics, the funding, the monitoring
and control of such projects.
We would also look at enduring partnerships that would help us qualify and consolidate our entry into this
segment profitably.
Focus on International Operations
Apart from our focus on the Indian market we also scan the international market for profitable opportunities to
employ our competence.
Such opportunities exist particularly in South Asia / South East Asia (new ASEAN countries – Laos, Vietnam,
Cambodia, and Myanmar, Indonesia and Central Asia. and Africa given the thrust of the respective local
governments on strong infrastructure development.
We have initially selected Libya for our international foray and uniquely positioned ourselves with joint
ventures with the local government to mitigate specific uncertainties and be left open only to sovereign risk.
Within these countries, we are selecting projects that are in tandem with our competency set and allow us to
make an indelible mark. In Libya, we have already won our maiden contract for Rs. 727.25 Crore.
Areas of operation:
Our construction business is operated by the Company and consists of infrastructure and civil construction
services. The thrust on infrastructure and fiscal expansion has led to a huge spurt in construction and
infrastructure activity in India. We believe that construction and infrastructure projects will continue to be a
significant business driver for us. We have developed skill sets in providing engineering and construction
services for a diverse range of industry sectors, such as Transportation and a wide array of civil construction.
Some of the major works that we have completed as on date are:
Sector Number of Completed Projects Value of Completed Projects (Rs.
Lacs)
Transport (Roads & Highways) 22 24,058.67
Civil Construction 2 15,992.00
Total 24 40,050.67
We are currently working on the design, construction and development of “Kolkata Sports City”, an integrated
Sports Complex with Commercial and Residential space. This is till date our largest and most prestigious order.
Completed Projects – Transport (Roads & Highways)(Rs. in Lacs)
Project Client
Value of
Completed
Work
Date of
completion
Length
in KM
I.R.Q.P for the stretches from 168 to
174KM, 210 to 220 KM of NH31C in the
district of Jalpaiguri
Tantia Construction
Co Ltd 767.00 31-Mar-02 16.00
PR works of Stretches from 595.25KM to
610 KM of NH-31
Mackintosh Burn Ltd.
Kolkata-1 113.82 28-Aug-03 14.75
77
Project Client
Value of
Completed
Work
Date of
completion
Length
in KM
PR works of stretches from 580KM to
592.41 KM and 610KM to 634 KM of
NH-31
Mackintosh Burn Ltd.
Kolkata-1 271.92 28-Aug-03 36.00
Improvement of Riding quantity from
670KM to 683KM of NH-31
Mackintosh Burn Ltd.
Kolkata-1 350.93 28-Aug-03 13.00
Widening & Strenghtening of Kashmoli-
Belda Road from 38KM to 56KM in the
Disst of Pashim Medinpur
Mackintosh Burn Ltd.
Kolkata-1 1,002.00 26-Aug-03 18.00
Permanent restoration work to the
damaged up stream of the bridge over river
JALDHAKA at 115KM of NH-31
Mackintosh Burn Ltd.
Kolkata-1 274.29 28-Aug-03 -
PR work of stretches from 105 KM to 132
KM of NH-31
Mackintosh Burn Ltd.
Kolkata-1 229.64 28-Aug-03 27.00
Widening and Strengthening and PR work
at Khasmoli Belda Road, NH 31 / NH 31 C
Mackintosh Burn Ltd.
Kolkata-1 2,243.00 22-Jun-04 -
Widening & Strengthnening of Namkhana-
Amarabati Road 0KM to 24.24KM in the
Distt. Of South 24 Paragana
Mackintosh Burn Ltd.
Kolkata-1 854.95 26-Dec-06 24.24
Widening & Strenghtening of Tajpur-
Kashmoli Road from 20KM to 38KM in
the Disst of Pashim Medinpur
WestingHouse Saxby
Farmer Ltd. 1,327.81 27-Nov-05 18.00
Improvement & Strengthnening of
differrent roads near Kolkata Port Trust
area along with improvement of drainage
Mackintosh Burn Ltd.
Kolkata-1 1,060.89 26-Dec-06 -
Strengthening work for Balance Portion of
Decentralised of NH-2 in different
stretches from 611 kmp to 664 kmp under
Hoogly highway Division Number 11 in
the district of Hooghly
WestingHouse Saxby
Farmer Ltd. 978.05 24-Nov-05 53.00
Aditional work on Balrampur Bagmundi
Road from 0km to 25.90KM under Purlia
Pumped Storage Project in Purlia Dist.
Mackintosh Burn Ltd.
Kolkata-1 416.38 26-Dec-06 25.90
Improvement and strengthening of Budge-
Budge Trunk Road in the Dist of South 24
Parganas
Mackintosh Burn Ltd.
Kolkata-1 1,654.04 26-Dec-06 -
Widening and strengthening of PALITA-
RAMJIBANPUR from 0 KMP to 10.50
KM under Burdwan Highway Div-III. In
the dist. Of Burdwan
WestingHouse Saxby
Farmer Ltd. 730.07 31-May-07 10.5
Widening and strengthening of PALITA-
RAMJIBANPUR from 0 KMP to 8.25
KMP under Birbhum Highway Div Public
Work (Road)Directorate under State
Highway Circle No.III
WestingHouse Saxby
Farmer Ltd. 549.47 8-Mar-10 8.25
Widening and strengthening of STKK
Road from 83.00 KM to 102.26 KM under
dist. Of Burdwan(Job No:CRF:WB-2005-
18)
WestingHouse Saxby
Farmer Ltd. 1,106.41 30-Apr-08 19.26
Strengthening work for Balance Portion of
Decentralised of NH-2 Bye-Pass from 611
kmp to 615 kmp,615.5kmp to 618
kmp,619 kmp to 620 kmp,622 kmp to 625
kmp,627 kmp to 628 kmp,629 kmp to 631
kmp,644 kmp to 645 kmp,646 kmp to 651
kmp,654 kmp to 662 kmp and Link Road
of length 1.620 kmp connects to
S.T.T.K.Road and Western Approach of
Mackintosh Burn Ltd.
Kolkata-1 1,569.00 31-Mar-09 30.79
78
Project Client
Value of
Completed
Work
Date of
completion
Length
in KM
Iswar Gupta Setu of length 1.670 km
Widening and Strengthening of Burdwan-
Bolpur Road from 0 Kmp to 27.13 Kmp
Mackintosh Burn Ltd.
Kolkata-1 3,500.00 28-Feb-09 27.13
Widening and Strengthening of
Saptagram-Tribeni Kalna-Katwa from 0
Kmp to 34 Kmp
Mackintosh Burn Ltd.
Kolkata-1 1,913.00 31-Mar-09 34.00
Total 20,912.67 375.82
(Rs. in Lacs)
Project Client
Value of
Completed
Work
Date of
completion
Length
in KM
Development of State Highways in the
State of Bihar under (RSVY) Package No.
12B; District(s) East & West Champaran.
i) Motihari Turkaulia Govindganj Road
(Sh-54)-6.6 KM, ii) Bettia-Areraj
Road(SH-54) 35.5 KM
Central Public Works
Dept 4,560 5-Jun-10 42.10
Improvement of Roads in Motihari &
Dhaka Division RCD, Bihar 8,430 22-Feb-10 -
Total 12,990.00 42.10
Completed Projects – Civil Construction
Project Client Value (In
Lacs)
Date of
Completion
Construction of 10 Nos. "C" Type Quarters
(G+2), 5 Nos."MD" Type Quarters (G+2), 2
Nos. "A" Type Quarters (G+2), 3 Nos. "ME"
Type Quarters (G+2), 7 Nos. "B" Type
Quarters (G+2), 3 Nos."MB" Type Quarters
(G+1) including the work of Internal Water
Supply & Sanitation at MTPS
National Buildings
Construction Corporation
Limited
1,230 30-Apr-10
Total 1,230
Types of contracts
Generally, contracts fall within the following categories:
Lump Sum contracts - Lump Sum contracts provide for a single price for the total amount of work, subject to
variations pursuant to changes in the client's project requirements. In Lump Sum contracts, the client supplies all
the information relating to the project, such as designs and drawings. Based on such information, we are
required to estimate the quantities of various items, such as raw materials, and the amount of work that would be
needed to complete the project, and then prepare our own bill of quantities ("BOQ") to arrive at the price to be
quoted. We are responsible for the execution of the project based on the information provided and technical
stipulations laid down by the client at our quoted price.
Design and Build contracts - Design and Build contracts provide for a single price for the total amount of
work, subject to variations pursuant to changes in the client's project requirements. In Design and Build
contracts, the client supplies conceptual information pertaining to the project and spells out the project
79
requirements and specifications. We are required to (i) appoint consultants to design the proposed structure, (ii)
estimate the quantities of various items that would be needed to complete the project based on the designs and
drawings prepared by our consultants and (iii) prepare our own BOQ to arrive at the price to be quoted. We are
responsible for the execution of all aspects of the project based on the above at our quoted price.
Item rate contracts are contracts where we need to quote the price of each item presented in a BOQ furnished
by the client. In item rate contracts the client supplies all the information such as design, drawings and BOQ.
We are responsible for the execution of the project based on the information provided and technical stipulations
laid down by the client at our quoted rates for each respective item.
Percentage rate contracts require us to quote a percentage above, below or at par with the estimated cost
furnished by the client. In percentage rate contracts, the client supplies all the information such as design,
drawings and BOQ with the estimated rates for each item of the BOQ. We are responsible for the execution of
the project based on the information provided and technical stipulations laid down by the client at our quoted
rates, which are arrived at by adding or subtracting the percentage quoted by us above or below the estimated
cost furnished by the client.
Depending on the nature of the project and the project requirements, contracts may also contain a combination
of aspects of any of the contract types discussed above.
OUR WORK BOOK
List of Continuing Major Work orders in hand and orders under pipe-line as at 27th May' 2010
1. Work Contracts in hand:(Rs. Crore)
Sl. No.
Contract Awarded By
Description of Work Work
Location
Date of work order
Expected Completio
n
Contract Value
Unbilled Value of Contract as on 27/05/2010
Work Contracts under Execution:
A. Domestic
1 IRCON International Ltd., Bihar
Improvement / Upgradation of existing road of State Highways into 2 Lane roads in Samastipur district from 32.482 length for the following road: Basudeopur (Ch. 31.00 Km) to Samastipur (Ch.63.482) of SH– 49(Pkg No.IA(ii))
Samastipur, Bihar
17-Feb-07 2010-2011 45.97
15.53
2 Road Construction Department , Bihar
Improvement of Roads in Motihari & Dhaka Division
Motihari, Bihar
23-Mar-07 2010-2011 90.41
6.11
3 Central Public Works Department, Bihar
Development of State Highways in the State Of Bihar under (RSVY) Package No. 12B ; District(s) East & West Champaran. I)Motihari Turkaulia Govindganj Road (SH –54)-6.6 KM ii) Bettia –Areraj Road (SH –54)- 35.5 KM
Bettiah, Bihar
15-May-07 2010-2011 50.56
4.96
4 IRCON International Ltd., Bihar
Improvement / Upgradation of existing road of State Highways into 2 lane roads in Darbhanga District fro 28.874 km length for Shivnagar Ghat (Ch 35.400) to Kusheshwar Asthan (Ch.64.274km) of SH –56
Dharbhanga, Bihar
28-May-07 2010-2011 53.72
36.01
5 Public Works Dept./ Mackintosh Burn
Widening & Strengthening of Tamluk Contai Road(SH-4)
Medinipur, W.B.
25-Feb-08 2010-2011 26.75
7.96
80
Sl. No.
Contract Awarded By
Description of Work Work
Location
Date of work order
Expected Completio
n
Contract Value
Unbilled Value of Contract as on 27/05/2010
Ltd., West Bengal 30th Kmp.(Bajaberia) to 62ndKmp.( Contai) under the financial assistance from Central Road Fund
6
Uttar Pradesh Rajkiya Nirman Nigam Limited, Uttar Pradesh
Construction of Medical College for Ambedkarnagar
Ambedkarnagar, U.P.
10-Jul-08 2011-2012 366.00
247.16
7 Westinghouse Saxby Farmer Ltd./ PWD, West Bengal
Widening and Strengthening of Road in Panskura - Durgachowk Road on SH-4 from 29.90 Km to 62.10 Km in ther Dist of Purba Midnapur
Tamluk, W.B.
25-Mar-09 2011-2012 44.80 40.02
8
Westinghouse Saxby Farmer Ltd./PWD, West Bengal
Widening and strengthening of Road in Saptagram-Tribeni-Kalna-Katwa Road (SH-6) from 33.88 Km to 83 Km in the dist of Burdwan.
STKK, W.B.
25-Mar-09 2011-2012 51.48
36.13
9 Central Public Works Department, Bihar
Development of State Highways in the State of Bihar under Rashtriya Sam Vikas Yojna (RSVY); SH:-c/o Bridges, Package No. 08Cb (District- East/ West Champaran)
Bettiah, Bihar
4-Jul-09 2010-2011 6.70
5.89
10 Westinghouse Saxby Farmer Ltd., West Bengal
Improvement of riding quality of Panagarh to Dubrajpur (Panagarh- Manegram Road) under ADB – 48 kms
Panagarh, W.B.
30-Jul-09 2011-2012 42.92
40.70
11 Westinghouse Saxby Farmer Ltd., West Bengal
Strenghthening of Kuli Moregram Road 25 kmp to 37 kmp
Kuli, W.B. 30-Jul-09 2011-2012 6.23
4.90
12 UNISUN Housing Company Ltd., U.P.
Earth Work & Road Construction at Sultanpur
Sultanpur, U.P.
4-Oct-09 2011-2012 60.00 60.00
13 Kathayee Cotton Mills Ltd.
Construction & Development of Commercial Complex in Kathayee Cotton Mills, Aluva, Ernakulam, Cochin
Ernakulam 25-Mar-10 2012-2013 215.00 215.00
14 Olympia Infratech Private Limited
Construction & Execution of the Housing and attendant Infrastruture Project at Opaline, Omr, Chennai, Tamilnadu
Chennai 4-Apr-10 2013-2014 125.00 125.00
15 B H Advisors
Construction & Execution of the Sahyadri Polytechnic (Engg. & Technology Project at Bohr, Pune , Maharshtra
Pune 22-Apr-10 2012-2013 438.00 438.00
16 Ridhi Sidhi Housing Co-operative Society Ltd.
Construction & Execution of the Housing and attendant Infrastruture Project at Hiranandini Estate, Kolshat,Thane, Maharashtra
Thane 15-Jun-10 2012-2013 162.00 162.00
SUB-TOTAL (A) 1,785.54 1,445.37
B. Overseas Rs.Crore
1 Urban Development Holding Co. Tripoli, Libya
Tarhuna Utilities Joint Venture Project with National Housing & Utilities Company S.A. - Construction of Water Networks, Sanitary Drainage Networks, Rainwater Drainage Networks, Road Networks and Telecom & Telecommunication Networks
Libya 2012-2013 727.25 727.25
81
Sl. No.
Contract Awarded By
Description of Work Work
Location
Date of work order
Expected Completio
n
Contract Value
Unbilled Value of Contract as on 27/05/2010
(The value of the contract is 198,865,133.25 Libyan Dinars.)
SUB-TOTAL (B) 727.25 727.25
* 1 Libyan Dinar = Rs. 36.57 as on 22 February 2010 which is the date of award of the contract.
C. Work Contracts for which LOI recd./ Agreement to be executed :(Rs.Crore)
Sl. No.
Received From Description of Work Work
Location
Date of work order
Expected
Completion
Contract Value
Unbilled Value of Contract as on 27/05/2010
1
Letter of Intent receieved from West Bengal State Council of Sports, Kolkata**
Construction of Kolkata Sports Township City (Integrated Sports Complex alongwith Commercial and Residential Complex)
Rajarhat, W.B.
16-Jun-10
2016-2017
2,174.12 2,174.12
2 Ramky Infrastructure Ltd.
Design, Construction, Installation, Testing, Commissioning,Trial Run of Sewage Treatment Facility under Raniganj Municipal Area
Raniganj, W.B.
15-Jun-10
33.99 33.99
SUB-TOTAL (C) 2,208.11 2,208.11
Total Order Book Size in Rs.Crore (A + B + C) 4,720.90 4,380.73
** Jain Infraprojects Limited (JIL) has entered into an MoU with Jain Realty Limited (JRL) whereby
JRL is the Developer and JIL will be constructing the facilities in the Sports City Complex. For more
details please refer to the Section on Material Contracts at Page No. 105 of this DRHP
2. Contracts Bid For:Rs. Crore
Sl. No.
Contract Awarded By Description of Work Work
Location
Contract Value as on 27/05/2010
1 National Highways, Bhubneshwar, Orissa
Widening & Strengthening of existign intermediate lane to two lane carraige way in Km 159.0 to 184 km of NH 224
Bolangir 68.44
2 National Highways, Bhubneshwar, Orissa
Widening & Strengthening, Raising of existing intermediate lane to two lane carraige way in Km 224 to 229 km of NH 224
Bolangir 59.30
3 National Highways, Bhubneshwar, Orissa
Widening & Strengthening, Raising of existing intermediate lane to two lane carraige way in Km 164 to 189 km of NH 217
Bolangir 59.16
4 National Highways, Bhubneshwar, Orissa
Widening & Strengthening, Raising of existing intermediate lane to two lane carraige way in Km 89 to 104 km and 117 km to 131 km of NH 200
Bolangir 46.62
5 National Highway, Circle I , Purta Bhavan, Salt Lake , Kolkata
Widening & Strengthening, of existing intermediate lane of flexible pavement of NH 117 from Km 79.20 to 89 km in the district of South Pargana
West Bengal
48.90
6 Municipal Corporation of Delhi, Delhi
Improvement & Strengthening of roads of Okhla Industrial Area, Phase- I & II in Central Zone
Okhla 141.42
82
Sl. No.
Contract Awarded By Description of Work Work
Location
Contract Value as on 27/05/2010
7 The Executive Engineer, Sambalpur, R & B Division, Orissa- 768 001
Improvement of 0/0 to 40/170 km of Sindurark- Samasingha road (MDR) to 2- Lane standards under LWE Scheme
Sambalpur 46.94
8 The Executive Engineer, Paralakhemundi, R & B Division, Orissa- 761 201
Widening to 2 Lane and Improvement in Km 25/2 to 102/0 km excluding 40/2 km to 48/0 km amd 52/8 to 57/0 km of Gunupur-Kashinagar-Paralakhemundi road (SH-4) under LWE Scheme
Paralakhemundi
84.09
9 The Executive Engineer, Rayagada, R& B Div, Orissa
Widening to 2 Lane and Improvement in Km 97/120 to 134/960 of Bhawanipatna-Gunpur-Kashipur-Rupkona road (SH-44) under LWE Scheme
Rayagada 53.10
Total 607.97
Project Development and Execution Methodology
Our business begins with the procurement of a work contract that is a manifestation of our business
development efforts. The works contract lays down the specification of the work to be done. We then put
together a team that will work on the Project. This team will include several personnel with complimentary skill
sets that will assist in procurement and project management. Once the team is in place the project moves
towards execution. The flow of events is as follows.
Business Development
We enter into contracts primarily through a competitive bidding process. Government and other clients typically
advertise potential projects in leading national newspapers or on their websites. Our tendering department
regularly reviews newspapers and websites to identify projects that could be of interest to us. The head of the
tendering department evaluates bid opportunities and discusses internally with the senior management on
whether we should pursue a particular project based on various factors, including the client's reputation and
financial strength, the geographic location of the project and the degree of difficulty in executing the project in
such location, our current and projected workload, the likelihood of additional work, the project's cost and
profitability estimates and our competitive advantage relative to other likely bidders. Once we have identified
projects that meet our criteria, we submit an application to the client according to the procedures set forth in the
advertisement.
Tendering
The Company has a centralized tender department headed by General Manager- Business Development, which
is responsible for applying for all pre-qualifications and tenders. The tender department evaluates the credentials
of the Company vis-à-vis the stipulated eligibility criteria. We endeavor to qualify on our own for projects in
which we propose to bid. In the event that we do not qualify for a project in which we are interested due to
eligibility requirements relating to the size of the project or other reasons, we may seek to form project-specific
joint ventures with other relevant experienced and qualified contractors, using the combined credentials of the
cooperating companies to strengthen our chances of pre-qualifying and winning the bid for the project.
A notice inviting bids may either involve pre-qualification, or short listing of contractors, or a post-qualification
process. In a pre-qualification or short listing process, the client stipulates technical and financial eligibility
criteria to be met by the potential applicants. Pre-qualification applications generally require us to submit details
about our organizational set-up, financial parameters (such as turnover, net worth and profit and loss history),
Business Development Design & Engineering Project Management Executio
n
83
employee information, plant and equipment owned, portfolio of executed and ongoing projects and details in
respect of litigations and arbitrations in which we are involved. In selecting contractors for major projects,
clients generally limit the issue of tender to contractors they have pre-qualified based on several criteria,
including experience, technical ability and performance, reputation for quality, safety record, financial strength,
bonding capacity and size of previous contracts in similar projects, although the price competitiveness of the bid
is usually a selection criterion. Prequalification is key to our winning major projects and we continue to develop
our pre-qualification status by executing a diverse range of projects and building our financial strength.
If we pre-qualify for a project, the next step is to submit a financial bid. Prior to submitting a financial bid, the
Company carries out a detailed study of the proposed project, including performing a detailed study of the
technical and commercial conditions and requirements of the tender followed by a site visit. Our tendering
department determines the bidding strategy depending upon the type of contract. For example, in the event of
bid for a design-build project, we would appoint a competent consultant to design the project and provide us
with drawings to enable further analysis of the various aspects of the project. This allows us to make a more
informed bid. Similarly, a lump sum tender would entail quantity take-offs from the drawings supplied by the
clients.
A site visit enables us to determine the site conditions by studying the terrain and access to the site. Thereafter, a
local market survey is conducted to assess the availability, rates and prices of key construction materials and the
availability of labour and specialist sub-contractors in that particular region. Sources of key natural construction
materials, such as quarries for aggregates, are also visited to assess the availability, leads and quality of such
material. The site visit also allows us to determine the incidence and rates of local taxes and levies, such as sales
tax or value added tax, octroi and cess.
Our representatives attend the pre-bid meetings convened by the clients, during which we raise any queries or
requests for amendments to certain conditions of the proposed contract. Any ambiguities or inconsistencies in
the document issued by the client are brought to the attention of the client for further clarification.
The tendering department invites quotations from vendors, sub-contractors and specialist agencies for various
items or activities in respect of the tender. This data supplements the data gathered by the market survey. The
gathered information is then analyzed to arrive at the cost of items included in the Bill of Quantities (BOQ). The
estimated cost of items is then marked up to arrive at the selling price to the client. The basis of determination of
the mark-up is based in part on the evaluation of the conditions of the contract.
Alternatively, the client may choose to invite bids through a post-qualification process wherein the contractor is
required to submit the financial bid along with the information mentioned above in two separate envelopes. In
such a situation, the client typically evaluates the technical bid or pre-qualification application initially and then
opens the financial bids only of those contractors who meet the stipulated criteria.
Pre qualification parameters
Typically a project owner/client conceives of a specific project and follows it up with the appointment of a
consultant who prepares a detailed project report (DPR). This report addresses various aspects of project
implementation commencing from obtaining clearances, right of ways, scope of work, technical parameters,
etc., to related costs which define the approximate estimated cost of the project.
At the next level the project owner invites pre-qualifications from prospective bidders to assess and identify
contractors who are capable of bidding for the project and subsequently implementing the same, if awarded. The
detailed project report data is utilized to define the pre-qualification criteria by the project owner. For projects
across the various sectors, the project owner /client normally specify the qualifying criteria, which include:
Technical Capability: The Company should have the experience of having implemented projects of
similar nature, necessary manpower with a relevant profile to suit the project and the experience to
execute it. Depending on the project, relevant machinery as specified by the client should be available
with the company. This may be owned or outsourced / hired from a third party.
84
Financial Strength: This includes the minimum annual turnover, net worth requirement as well as
working capital requirements.
Joint Venture Participation: In the event the project allows for association of more than one company
to participate in the contract to enable the partners to pool in their resources, thereby meeting the
threshold pre-qualifying criteria, such a method of invitation is known as joint venture participation.
Joint Venture participation allows the individual partners of the proposed project to pool in their own
resources for pre-qualification as well as submission of the techno-commercial bid. Joint Venture may
happen at the time of RFQ (request for qualification) or at tender stage in case of two bid process.
Normally a joint venture memorandum of understanding is signed by the partners, which is in line with
the guidelines provided by the client. This Joint Venture agreement could be either project specific or
generic.
1) Project Specific JVs/MOUs which are in existence till such time as the outcome of pre
qualification or if awarded till the completion of the project.
2) Generic MOUs /JVs- In these cases the JVs /MOUs are not formed for any specific project
rather it is a partnership wherein the JV can submit their prequalification and bid for the
projects. No technology transfer is involved and both the parties will be limited to their
respective scope of work derived out of their expertise.
Design & Engineering
Depending upon the requirement of the project, we engage our internal resources for designing the project.
Typically, for design-build projects, the conceptual information and the project requirements and specifications
are provided in the work contract that is awarded. We are required to prepare detailed architectural and/or
structural designs based on the conceptual requirements of the client and also conform to various statutory and
code requirements.
Prior to bidding for a project, our tendering department and senior management review the preliminary design
prepared by our team. In case we do not have the expertise, we engage the services of professionals. After our
initial review of the preliminary designs, we continue to confer with our consultants to arrive at the final
solution for the project. Once the project is awarded to us, our consultants prepare detailed designs pursuant to
the project requirements.
Project Management
Once we are awarded a contract either by way of a letter of intent or intimation from the client, our project
management team prepares a detailed plan. This plan includes an activity based project budget, which details
among other things, the scope, revenue, direct and indirect cost, cash flow, resources and expenditure relating to
the project. The execution team uses this as a blue print to implementing the project, which is tracked at the
different levels of management. The plan, which is complete in all respects, is reviewed at regular intervals,
using modern project management techniques, to ensure that the benchmarks and milestones are moving in
tandem with the plan.
Procurement & Execution
Once the project management plan is in place, the execution team prepares its schedule of activities that include
inter-alia, the procurement, financing and staffing requirements and deployment schedule. Construction activity
typically commences once a client approves working designs and issues drawings. The project team
immediately identifies and works with the purchase department to procure the key construction materials and
services required for commencing construction.
Each project site has a billing department that is responsible for preparing and dispatching periodic invoices to
the clients. The billing department is also responsible for certifying the bills prepared by our vendors and sub-
contractors for particular projects and forwarding the same to our head office or zonal offices for further
processing.
85
Our major raw materials required are good earth, Granular sub base (GSB), bitumen, diesel, shuttering material,
river sand, bricks & block masonry and miscellaneous hardware and electrical items. We also use steel, cement
and reinforcement steel in our housing projects.
We follow a centralized purchase system for cement, steel, diesel, and bitumen through our purchase
department. In case of cement, GSB and Good Earth our requirements are seasonal and we procure directly from
manufacturing units / Borrow Areas located near the project site. We have got an effective system to take the
material at competitive rates and to maintain minimum inventory, so the supplies are made on a just-in-time
basis. In case of steel, diesel and bitumen our requirements are project specific. We procure steel from various
steel suppliers to ensure availability and timely delivery to meet our project schedule needs.
The Company has over the years developed relationships with a number of vendors for key material, services
and equipment. The Company has also developed an extensive vendor database for various materials and
services. Most of our other raw materials/consumables are easily available and hence we face no monopoly from
suppliers. The requirement is processed through negotiations with the suppliers keeping in view the logistics of
location of project and timing of supply. However there are certain consumables which are required at various
sites and are available locally at project sites and we have not faced any difficulty in the past in procuring them.
Our Equipment
For our projects, we are required to purchase specific equipments and components, which are key inputs for
project implementation and are also procured by the centralized purchase department. Certain equipments are
purchased with a pre-planning and as per the needs in the execution process. The methodical approach ensures a
cost saving factor by identifying the quality manufacturers / suppliers and timely delivery of such equipments
with favorable financial terms and conditions.
Our Company has acquired latest equipments and machineries, to improve productivity and quality. This allows
our Company to execute large projects within the stipulated time frame while maintaining the desired quality.
The list of equipments owned by our Company is as under:
Equipment Quantity
Generator Sets 22
Loaders (Including articulated loaders) 5
Batching Plants 6
Compressors 6
Compactors (Earth, Asphalt, Soil) 14
Leveling Machines 2
Bitumen Machines (Heater, Sprayer, Tank) 6
Mixture Machines (Concrete) 14
Road Rollers (Diesel) 4
Drum Mix Plant 6
Excavators 15
Hot Mix Machines 6
Paving Machines 14
Tippers 44
Laboratory Equipment 1
Mechanical Broomer 8
Motors 5
Miscellaneous Equipment 69
Water Storage Tank 3
Weighing Machines 4
Dust Collectors 3
Wet Mixture Plants 6
Wood Cutting Machines 10
Trucks 51
86
We have a defined and documented quality management system. The Company is ISO 9001:2008 certified for
the quality management system we apply to the design, development, engineering, procurement and
construction of projects.
Based on the checks and measures in place, and after ensuring that the final product is in tandem with the
specifications, we raise the final invoice on our client and obtain a certificate of completion.
Defect Liability Period
Our construction contracts often stipulate a defect liability period of between 12 and 36 months from the date of
hand over certificate. The contractor is responsible for rectifying and defects that may arise during this defect
liability period as a consequence of the construction services provided by the contractor. At the end of this
defect liability period, any sum of money (as adjusted for any defects) retained by the client at completion is
transferred to the contractor without interest.
Performance Guarantees
Our Company is required to issue performance guarantees varying from 5-10% of the contract value at the time
of commencement of the contract, pursuant to the award of the contract. These performance guarantees are
typically valid up to twelve months post the completion of the contract. The amount of guarantee facilities
available to us depends upon our financial condition and the availability of adequate security from banks and
financial institutions that provide us with such facilities.
Competition
We operate in a highly competitive environment that morphs depending on project in question. While service
quality, technical ability, performance record, experience, health and safety records and the availability of
skilled personnel are key factors in client decisions among competitors, the price is generally the deciding factor
in most tender awards.
We mainly compete with domestic Indian entities in the different segments in which we operate.Some of the
key players in the engineering and construction industry are Simplex Infrastructure Limited, Lanco
Infrastructure Limited, IVRCL Infrastructure & Projects Limited, MBL Infrastructures Limited., PNC Infratech
Limited., Man Infraconstruction Limited., Madhucon Projects Limited, Ramky Infrastructure Limited, Era
Construction Limited, ARSS Infrastructure Projects Limited, Gayatri Projects Limited, Tantia Constructions
Limited, , Supreme Infraprojects Limited.
Insurance
Most businesses are exposed to the risk of operating in the environment that they are in, and our business
follows the same. Our operations are subject to hazards inherent in providing engineering, construction services.
We may also be subject to claims resulting from defects arising from engineering, procurement or construction
services provided by us.
Our policy on insurance is limited to insuring our equipment and vehicles. We obtain specialized insurance for
construction risks and third party liabilities for most projects for the duration of the project and the defect
liability period.
For details on risks relating to our insurance coverage, see the risk factor entitled “Our insurance coverage may
not adequately protect us against all losses” in the section entitled “Risk Factors” on page xii of this Draft Red
Herring Prospectus.
Our Employees
Our company has always believed in investing well in human capital. We believe that the growth of our
business stems from the right people employed for the job. We are adequately staffed, and also employ casual
and temporary contract labor on our project sites on a need basis. The number of contract laborers varies from
time to time based on the nature and extent of work contracted to Independent Contractors. We enter into
contracts with independent contractors to complete specified assignments. The existing manpower is sufficient
87
to handle the estimated growth of our Company; it may change from time to time as per the need of the project.
Besides, most of the labor requirements at construction sites are met through private contractors.
Health, Safety and Environment
Considering the nature of the business we operate in, we lay a very high emphasis on the health and safety of
our resources as well as the environment we operate in. We endeavor, through regular analysis, to reduce the
risks of accidents. Our employees are trained to handle situations to ensure that paramount importance on safety
is maintained at all times.
In addition, our Company is required to comply with various laws and regulations relating to the environment.
India has a number of pollution control statutes which empower state regulatory authorities to establish and
enforce effluent standards relating to the discharging of pollutants or effluents into water or the air.
We believe that our Company complies in all material respects with all such statutes applicable to it and the
regulations there under. In particular, we have applied for and/or have obtained all the consents from the
appropriate regulatory authorities necessary to carry on our business.
Our Properties
Our Company‟s registered office and corporate headquarter is located at Premlata Building, 5th floor, 39
Shakespeare Sarani, Kolkata – 700 017. The premise is under lease from Prakash Endeavours Pvt. Limited, a
group company. Under the terms of the lease agreement, our Company has monthly rental obligations and is
responsible for all taxes, cesses and levies relating to the use of the property during the term of the lease.
The following table sets forth the details of the leases we have have entered into:
Sl No Address Lessor Period Purpose
1.
Premlata Building, 5th Floor
39, Shakespeare Sarani Kolkata
- 700 017
Prakash Endeavours
Private Limited
1 April 2009 to 31
March 2014
Registered
Office
2.
B-1/186, Vishesh Khand,
Gomti Nagar
Lucknow – 226 010
Rajiv Kr. Srivastava
19 January 2009 to 18
January 2019
Branch
Office
3.
No. 9, Aniket Housing,
IAS Colony, Kidwaipuri
Patna – 800 001
Arun Kumar Singh
1 April 2010 to 31
March 2012
Branch
Office
4.
15/9, 2nd
Floor
Primrose Road, M.G. Road
Bangalore – 560 001
Dakshin Infratech
Projects Private
Limited
1 June 2010 to 31
August 2011
Branch
Office
5.
601, Akash Deep Building 26A
Barakhamba Road
New Delhi – 110 001
Skoda India Private
Limited
16 May 2010 to 14
August 2010
Branch
Office
88
Our Intellectual Property
Our corporate logo is not registered as a trademark; however we have made an application for the same. We use
it in common with our other Promoter Group Companies.
89
REGULATIONS AND POLICIES
Our Company is engaged in the business of Indian infrastructure. Our projects require, at various stages, the
sanction of the concerned authorities under the relevant state legislation and local bye-laws. The following is an
overview of the important laws and regulations which are relevant to our business. The regulations set out
below are not exhaustive, and are only intended to provide general information to Bidders and is neither
designed nor intended to be a substitute for professional legal advice.
Taxation statutes such as the Income Tax Act, 1961, Central Sales Tax Act, 1956 and applicable local sales tax
statutes, labour regulations such as the Employees‟ State Insurance Act, 1948 and the Employees‟ Provident
Fund and Miscellaneous Provisions Act, 1952 and other miscellaneous regulations and statutes such as the
Trade Marks Act, 1999 apply to us as they do to any other Indian company. The statements below are based on
the current provisions of Indian law and the judicial and administrative interpretations thereof, which are
subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. For
details of government approvals obtained by us, see the section titled “Government Approvals” on page 265.
LAWS RELATING TO LAND ACQUISITION
Land Acquisition Act, 1894 (the “LA Act”)
The GoI and the state governments are empowered to acquire and take possession of any property for public
purpose. However, the courts in India have, through numerous decisions, stipulated that any property acquired
by the government must satisfy the due process of law. The key legislation relating to the acquisition of property
is the LA Act.
Under the provisions of the LA Act, land in any locality can be acquired compulsorily by the government
whenever it appears to the government that it is needed or is likely to be needed for any public purpose or for
use by a corporate body. Under the LA Act, the term “public purpose” has been defined to include, among other
things:
the provision of village sites or the extension, planned development or improvement of existing village
sites;
the provision of land for town or rural planning;
the provision of land for its planned development from public funds in pursuance of any scheme or
policy of government and subsequent disposal thereof in whole or in part by lease, assignment or
outright sale with the object of securing further development as planned;
the provision of land for any other scheme of development sponsored by government, or, with the prior
approval of the appropriate government, by a local authority; and
the provision of any premises or building for locating a public office, but does not include acquisition
of land for companies.
The LA Act lays down the procedures which are required to be compulsorily followed by the GoI or any of the
state governments, during the process of acquisition of land under the LA Act. The procedure for acquisition, as
mentioned in the LA Act, can be summarised as follows:
identification of land;
notification of land;
declaration of land;
acquisition of land; and
payment and ownership of land.
Any person having an interest in the land being acquired by the Government has the right to object and the right
to receive compensation. The value of compensation for the property acquired depends on several factors,
which, among other things, include the market value of the land and damage sustained by the person in terms of
loss of profits. Such a person has the right to approach the courts. However, the land owner can raise objections
in respect of land acquisition in relation to the amount of compensation. The land owner cannot challenge the
90
acquisition of land under the LA Act and will have to explore other options once the declaration under the LA
Act is notified in the Official Gazette.
Urban Land (Ceiling and Regulation) Act, 1976 (the “ULCA”)
The ULCA prescribes the limits to urban areas that can be acquired by a single entity. The ULCA allows the
government to take over a person‟s property and fixes ceilings on vacant and urban land. Under the ULCA,
excess vacant land is required to be surrendered to a competent authority for a minimum level of compensation.
Alternatively, the competent authority has been empowered to allow the land to be developed for permitted
purposes. Even though the ULCA has been repealed, it remains in force in certain States like Haryana, Punjab,
Uttar Pradesh, Gujarat, Karnataka, Madhya Pradesh, Rajasthan, Orissa and the Union Territories.
LAWS REGULATING TRANSFER OF PROPERTY
Transfer of Property Act, 1882 (the “TP Act”)
The TP Act details the general principles relating to transfer of property including, among other things,
identifying categories of property that are capable of being transferred, the persons competent to transfer
property, the validity of restrictions and conditions imposed on the transfer and the creation of contingent and
vested interest in the property. A person who has invested in immovable property or has any share or interest in
the property is presumed to have notice of the title of any other person in residence.
The TP Act recognizes, among other things, the following forms in which an interest in an immoveable property
may be transferred:
Sale: the transfer of ownership in property for a price paid or promised to be paid.
Mortgage: the transfer of an interest in property for the purpose of securing the payment of a loan,
existing or future debt, or performance of an engagement which gives rise to a pecuniary liability. The
TP Act recognizes several forms of mortgages over a property.
Charges: transactions including the creation of security over property for payment of money to another
which are not classifiable as a mortgage. Charges can be created either by an operation of law, e.g.,
decree of the court attaching to specified immoveable property or by an act of the parties.
Leases: the transfer of a right to enjoy property for consideration paid or rendered periodically or on
specified occasions.
In addition to the above, the owner of property is entitled to enjoy or transfer the right to use or derive benefit
from that property (the “Usufruct”). A lessee of property may also enjoy the benefits arising out of land. The
owner of immoveable property may also create a right over the Usufruct of that property by creation of a
usufructuary mortgage.
Further, it may be noted that with regard to the transfer of any interest in a property, the transferor transfers such
interest, including any incidents, in the property, which he is capable of passing and under law, he cannot
transfer a better title than he himself possesses. In India, subject to necessary documentation, the title to the
structure attached to the immoveable property can be conveyed separately from the title to the underlying
immoveable property.
Co-ownership and Joint Ownership
If a co-owner‟s share in the property is ascertainable, it would be termed as co-ownership, in the absence of
which, it will be termed as joint ownership. Further, the law also recognizes joint possession by lessors. The TP
Act recognizes co-ownership and joint ownership of property. One of the co-owners of a property may transfer
its interest in the property and the transferee in such case acquires the transferor‟s right to joint possession or
other common or part enjoyment of the property. The transferee in such cases also acquires the right to enforce
the partition of the property.
Leasehold Rights
91
As noted above, a lease creates a tenancy right in favour of the lessee to enjoy property subject to a lease. The
term of the lease and the mode of termination of the lease can be determined by the parties.
Under the lease of a property, the lessee has a right of enjoyment of the property without interruption, provided
that the lessee continues to pay the rent reserved by the lease agreement and performs other terms and
conditions binding on the lessee.
Sub-leases or transfer of the interests held by a lessee to another person is usually regulated by the terms of the
head lease. Further, the TP Act stipulates that a lessee shall not erect any permanent structures on leased
property without the consent of the lessor, except where such fixture is for an agricultural purpose. However, the
TP Act does not prohibit the assignment of lease agreements, though this may be restricted by the terms of the
lease.
Indian Easements Act, 1882 (the “Easements Act”)
The law relating to easements and licences in property is governed by the Easements Act. The right of easement
has been defined under the Easements Act to mean a right which the owner or occupier of any land possesses
over the land of another for beneficial enjoyment of his land. Such right may allow the owner of the land to do
and continue to do something or to prevent and continue to prevent something being done, in or upon any parcel
of land which is not his own.
Easementary rights may be acquired or created by (a) an express grant; or (b) a grant or reservation implied
from a certain transfer of property; or (c) by prescription, on account of long use, for a period of twenty years
without interruption; or (d) local custom.
The Registration Act, 1908 (the “Registration Act”)
The Registration Act details the formalities for registering an instrument. Section 17 of the Registration Act
identifies documents for which registration is compulsory and includes, inter alia, any non-testamentary
instrument which purports or operates to create, declare, assign, limit or extinguish, whether in the present or in
future, any right, title or interest, whether vested or contingent, in immovable property of the value of Rs. 100 or
more and a lease of immovable property for any term exceeding one year or reserving a yearly rent. The
Registration Act also stipulates the time for registration, the place for registration and the persons who may
present documents for registration.
Any document which is required to be compulsorily registered but is not registered will not affect the subject
property, nor be received as evidence of any transaction affecting such property (except as evidence of a
contract in a suit for specific performance or as evidence of part performance of a contract under the TP Act or
as evidence of any collateral transaction not required to be effected by registered instrument), unless it has been
registered.
The Indian Stamp Act, 1899 (the “Stamp Act”)
Stamp duty is payable on all instruments/ documents evidencing a transfer or creation or extinguishment of any
right, title or interest in immovable property. The Stamp Act provides for the imposition of stamp duty at the
specified rates on instruments listed in Schedule I of the Stamp Act. However, under the Constitution of India,
the states are also empowered to prescribe or alter the stamp duty payable on such documents executed within
the state.
Instruments chargeable to duty under the Stamp Act but which have not been duly stamped, are incapable of
being admitted in court as evidence of the transaction contained therein. The Stamp Act also provides for
impounding of instruments by certain specified authorities and bodies and imposition of penalties, for
instruments which are not sufficiently stamped or not stamped at all. Instruments which have not been properly
stamped can be validated by paying a penalty of up to 10 times of the total duty payable on such instruments.
Laws Relating to Environment
Indian expressway and real estate development must also ensure compliance with environmental legislation
such as the Water (Prevention and Control of Pollution) Act 1974 (“Water Pollution Act”), the Air (Prevention
and Control of Pollution) Act, 1981 (“Air Pollution Act”) and the Environment Protection Act, 1986
(“Environment Act”) and rules made therein such as the Hazardous Waste (Management and Handing) Rules,
92
1989, the Manufacture, Storage and Import of Hazardous Chemicals Rules, 1989 and the Environment
Protection Rules, 1986.
The Water Pollution Act aims to prevent and control water pollution. This legislation provides for the
constitution of a Central Pollution Control Board (the “Central Board”) and State Pollution Control Boards (the
“State Boards”). The functions of the Central Board include co-ordination of activities of the State Boards,
collecting data relating to water pollution and the measures for the prevention and control of water pollution and
prescription of standards for streams or wells. The State Boards are responsible for the planning of programmes
for the prevention and control of pollution of streams and wells, collecting and disseminating information
relating to water pollution and its prevention and control, inspection of sewage or trade effluents, works and
plants for their treatment and to review the specifications and data relating to plants set up for treatment and
purification of water, laying down or annulling the effluent standards for trade effluents and for the quality of
the receiving waters and laying down standards for treatment of trade effluents to be discharged. This legislation
debars any person from establishing any industry, operation or process or any treatment and disposal system,
which is likely to discharge trade effluent into a stream, well or sewer without taking prior consent of the
concerned State Board.
The Central Board and State Boards constituted under the Water Pollution Act are also required to perform
functions as per the Air Pollution Act for the prevention and control of air pollution. The Air Pollution Act aims
for the prevention, control and abatement of air pollution. It is mandated under this Act that no person can,
without the previous consent of the concerned State Pollution Control Board, establish or operate any industrial
plant in an air pollution control area.
The Environment Act has been enacted for the protection and improvement of the environment. The Act
empowers the central government to take measures to protect and improve the environment such as laying down
standards for emission or discharge of pollutants, providing for restrictions regarding areas where industries may
operate and so on. The central government may make rules for regulating environmental pollution.
With respect to forest conservation, the Forest (Conservation) Act, 1980 prevents state governments from
making an order directing forest land to be used for a non-forest purpose or an order assigning forest land
through lease or otherwise to any private person or corporation not owned or controlled by the government
without the approval of the central government. The Ministry of Environment and Forests mandates that
„Environment Impact Assessment‟ must be conducted for projects. In the process, the said Ministry receives
proposals for the setting up of projects and assesses their impact on the environment before granting clearances
to the projects.
The Environment Impact Assessment Notification S.O. 1533, issued on 14 September 2006 (the “EIA
Notification”) under the provisions of Environment (Protection) Act 1986, prescribes that new construction
projects require prior environmental clearance of the Ministry of Environment and Forests, GoI. The
environmental clearance must be obtained from the Ministry of Environment and Forests, GoI according to the
procedure specified in the EIA Notification. No construction work, preliminary or other, relating to the setting
up of a project can be undertaken until such clearance is obtained.
Under the EIA Notification, the environmental clearance process for new projects consists of four stages –
screening, scoping, public consultation and appraisal. After completion of public consultation, the applicant
is required to make appropriate changes in the draft „Environment Impact Assessment Report‟ and the
„Environment Management Plan‟. The final Environment Impact Assessment Report has to be submitted to the
concerned regulatory authority for its appraisal. The regulatory authority is required to give its decision within
105 days of the receipt of the final Environment Impact Assessment Report.
The Hazardous Wastes (Management and Handling) Rules, 1989 (the “Hazardous Wastes Rules”)
The Hazardous Wastes Rules aim to regulate the proper collection, reception, treatment, storage and disposal of
hazardous waste by imposing an obligation on every occupier and operator of a facility generating hazardous
waste to dispose such waste without adverse effect on the environment, including through the proper collection,
treatment, storage and disposal of such waste. Every occupier and operator of a facility generating hazardous
waste must obtain an approval from the Pollution Control Board. The occupier, the transporter and the operator
are liable for damages caused to the environment resulting from the improper handling and disposal of
hazardous waste. The operator and the occupier of a facility are liable for any fine that may be levied by the
respective SPSB. Penalty for the contravention of the provisions of the Hazardous Waste Rules includes
imprisonment up to five years and imposition of fines as may be specified in the EPA or both.
93
Laws relating to Employment
The employment of construction workers is regulated by a wide variety of generally applicable labour laws,
including the Contract Labour (Regulation and Abolition) Act, 1970, the Minimum Wages Act, 1948, the
Payment of Bonus Act, 1965, the Building and Other Construction Workers (Regulation of Employment and
Conditions of Service) Act, 1996, the Payment of Wages Act, 1936, the Inter-State Migrant Workmen
(Regulation of Employment and Conditions of Service) Act, 1979, the Factories Act, 1948, the Employees‟ State
Insurance Act, 1948, the Employees‟ Provident Fund and Miscellaneous Provisions Act, 1952, the Payment of
Gratuity Act, 1972 and the various Shops and Commercial Establishments Acts.
The Minimum Wages Act, 1948
State governments may stipulate the minimum wages applicable to a particular industry. The minimum wages
may consist of a basic rate of wages and a special allowance or a basic rate of wages and the cash value of the
concessions in respect of supplies of essential commodities or an all-inclusive rate allowing for the basic rate,
the cost of living allowance and the cash value of the concessions, if any.
Workmen are required to be paid for overtime at overtime rates stipulated by the appropriate government.
Contravention of the provisions of this legislation may result in imprisonment for a term of up to six months or a
fine up to Rs. 500 or both.
The Factories Act, 1948 (the “Factories Act”)
The Factories Act defines a „factory‟ to mean any premises on which on any day in the previous 12 months, 10
or more workers are or were working and on which a manufacturing process is being carried on or is ordinarily
carried on with the aid of power; or at least 20 workers are or were working on any day in the preceding 12
months and on which a manufacturing process is being carried on or is ordinarily carried on without the aid of
power. State governments prescribe rules with respect to the prior submission of plans, their approval for the
establishment of factories and the registration and licensing of factories.
The Factories Act provides that the „occupier‟ of a factory (defined as the person who has ultimate control over
the affairs of the factory and in the case of a company, any one of the directors) shall ensure the health, safety
and welfare of all workers while they are at work in the factory, especially in respect of safety and proper
maintenance of the factory such that it does not pose health risks, the safe use, handling, storage and transport of
factory articles and substances, provision of adequate instruction, training and supervision to ensure workers‟
health and safety, cleanliness and safe working conditions.
If there is a contravention of any of the provisions of the Factories Act or the rules framed thereunder, the
occupier and manager of the factory may be punished with imprisonment for a term of up to two years or with a
fine of up to Rs.100,000 or with both, and in case of contravention continuing after conviction, with a fine of up
to Rs.1,000 per day of contravention. In case of a contravention which results in an accident causing death or
serious bodily injury, the fine shall not be less than Rs. 25,000 in the case of an accident causing death, and
Rs.5,000 in the case of an accident causing serious bodily injury.
The Contract Labour (Regulation and Abolition) Act, 1970 (the “CLRA”)
The CLRA requires establishments that employ or have employed on any day in the previous 12 months, 20 or
more workmen as contract labour to be registered and prescribes certain obligations with respect to the welfare
and health of contract labour.
The CLRA places an obligation on the principal employer of an establishment to which the CLRA applies to
make an application for registration of the establishment. In the absence of registration, contract labour cannot
be employed in the establishment. Likewise, every contractor to whom the CLRA applies is required to obtain a
licence and not to undertake or execute any work through contract labour except under and in accordance with
the licence issued.
To ensure the welfare and health of contract labour, the CLRA imposes certain obligations on the contractor
including the establishment of canteens, rest rooms, washing facilities, first aid facilities, provision of drinking
water and payment of wages. In the event that the contractor fails to provide these amenities, the principal
employer is under an obligation to provide these facilities within a prescribed time period.
A person in contravention of the provisions of the CLRA may be punished with a fine or imprisonment, or both.
94
The Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act,
1996 (the “Construction Workers Act”)
The Construction Workers Act provides for the establishment of „Boards‟ at the state level to regulate the
administration of the Construction Workers Act. All enterprises involved in construction are required to be
registered within 60 days from the commencement of the construction works. The Construction Workers Act
also provides for regulation of employment and conditions of service of building and other construction workers
including safety, health and welfare measures in every establishment which employs or employed during the
preceding year, 10 or more workers in building or other construction work. However, it does not apply in
respect of residential houses constructed for one‟s own purpose at a cost of less than Rs. One million and in
respect of other activities to which the provisions of the Factories Act, 1948 and the Mines Act, 1952 apply.
Every employer must give notice of commencement of building or other construction work within 60 days from
the commencement of the construction works.
Comprehensive health and safety measures for construction workers have been provided through the Building
and Other Construction Workers (Regulation of Employment and Conditions of Service) Central Rules, 1998.
The Construction Workers Act provides for constitution of safety committees in every establishment employing
500 or more workers with equal representation from workers and employers in addition to appointment of safety
officers qualified in the field. Any violation of the provisions for safety measures is punishable with a fine or
imprisonment or both.
The Payment of Gratuity Act, 1972 (the “Gratuity Act”)
The Gratuity Act establishes a scheme for the payment of gratuity to employees engaged in every factory, mine,
oil field, plantation, port and railway company, every shop or establishment in which ten or more persons are
employed or were employed on any day of the preceding twelve months and in such other establishments in
which ten or more persons are employed or were employed on any day of the preceding twelve months, as the
central government may, by notification, specify. Penalties are prescribed for non-compliance with statutory
provisions.
Under the Gratuity Act, an employee who has been in continuous service for a period of five years will be
eligible for gratuity upon his retirement, resignation, superannuation, death or disablement due to accident or
disease. However, the entitlement to gratuity in the event of death or disablement will not be contingent upon an
employee having completed five years of continuous service. The maximum amount of gratuity payable may
not exceed Rs. 0.35 million.
Employees State Insurance Act, 1948 (the “ESI Act”)
The ESI Act provides for certain benefits to employees in case of sickness, maternity and employment injury.
All employees in establishments covered by the ESI Act are required to be insured, with an obligation imposed
on the employer to make certain contributions in relation thereto. It applies to, inter alia, seasonal power using
factories employing ten or more persons and non-power using factories employing 20 or more persons. Every
factory or establishment to which the ESI Act applies is required to be registered in the manner prescribed in the
ESI Act. Under the ESI Act, every employee (including casual and temporary employees), whether employed
directly or through a contractor, who is in receipt of wages upto Rs. 7,500 per month is entitled to be insured.
In respect of such employees, both the employer and the employee must make certain contributions to the
Employee State Insurance Corporation. Currently, the employee‟s contribution rate is 1.75% of the wages and
that of employer is 4.75% of the wages paid/payable in respect of the employee in every wage period.
The ESI Act states that a principal employer, who has paid contribution in respect of an employee employed by
or through an immediate employer, shall be entitled to recover the amount of the contribution so paid from the
immediate employer, either by deduction from any amount payable to him by the principal employer under any
contract, or as a debt payable by the immediate employer.
Employees Provident Fund and Miscellaneous Provisions Act, 1952 (the “EPF Act”)
The EPF Act provides for the institution of compulsory provident fund, pension fund and deposit linked
insurance funds for the benefit of employees in factories and other establishments. A liability is placed both on
the employer and the employee to make certain contributions to the funds mentioned above.
95
Payment of Bonus Act, 1965 (the “Bonus Act”)
Pursuant to the Bonus Act, an employee in a factory or in any establishment where 20 or more persons are
employed on any day during an accounting year, who has worked for at least 30 working days in a year is
eligible to be paid a bonus. Contravention of the provisions of the Bonus Act by a company is punishable with
imprisonment for a term of up to six months or a fine of up to Rs.1,000 or both, against persons in charge of,
and responsible to the company for the conduct of the business of the company at the time of contravention.
Inter-state Migrant Workers Act, 1979
The Inter-state Migrant Workers Act, 1979 applies to any establishment or contractor who employees five or
more inter-state migrant workmen (whether or not in addition to other workmen) on any day of the preceding
twelve months. An „inter-state migrant workman‟ is defined under Section 2(e) to include any person who is
recruited by or through a contractor in one state under an agreement or other arrangement for employment in an
establishment in another state, whether with or without the knowledge of the principal employer in relation to
such establishment. All such establishments employing migrant workers must be registered otherwise such
workmen cannot be employed by them.
Workmen’s Compensation Act, 1923
The Workmen‟s Compensation Act, 1923 (“WCA”) has been enacted with the objective to provide for the
payment of compensation to workmen by employers for injuries by accident arising out of and in the course of
employment, and for occupational diseases resulting in death or disablement. The WCA makes every employer
liable to pay compensation in accordance with the WCA if a personal injury/disablement/ loss of life is caused
to a workman (including those employed through a contractor) by accident arising out of and in the course of his
employment. In case the employer fails to pay compensation due under the WCA within one month from the
date it falls due, the commissioner appointed under the WCA may direct the employer to pay the compensation
amount along with interest and may also impose a penalty
Laws for Classification of Land User
Usually, land is classified under one or more categories, such as residential, commercial or agricultural. Land
classified under a specified category is permitted to be used only for such purpose. In order to use land for any
other purpose, the classification of the land needs to be changed in the appropriate land records by making an
application to the relevant municipal or land revenue authorities. In addition, some state governments have
imposed certain restrictions on the transfer of property within such states. These restrictions include, among
others, a prohibition on the transfer of agricultural land to non-agriculturalists, a prohibition on the transfer of
land to a person not domiciled in the relevant state and restrictions on the transfer of land in favour of a person
not belonging to a certain tribe.
Laws Governing Development of Agricultural Land
The acquisition of land is regulated by state land reform laws, which prescribe limits up to which an entity may
acquire agricultural land. Any transfer of land that results in the aggregate land holdings of the acquirer in the
state to exceed this ceiling is void, and the surplus land is deemed, from the date of the transfer, to have been
vested in the state government free of all encumbrances. When local authorities declare certain agricultural areas
as earmarked for townships, lands are acquired by different entities. While granting licenses for development of
townships, the authorities generally levy development/external development charges for provision of peripheral
services. Such licenses require approvals of layout plans for development and building plans for construction
activities. The licenses are transferable on permission of the appropriate authority. Similar to urban development
laws, approvals of the layout plans and building plans, if applicable, need to be obtained.
Service Tax
Service tax is charged on taxable services as defined in Chapter V of Finance Act, 1994, which requires a
service provider of taxable services to collect service tax from a service recipient and pay such tax to the
government. Several taxable services are enumerated under these service tax provisions which include
construction services, including construction of residential and commercial complexes.
The Central Sales Tax Act, 1956
96
The Act lays down the principles for sale and purchase of goods for interstate trade import and export of goods
etc. Under this Act every dealer has to pay tax on interstate sale of goods carried out by him except those which
are generally exempted from tax under the sales tax law of the appropriate State and also those which are
exempt in subsequent sales due to taxes paid in the previous transaction. The amended Act also widens the
definition of a „dealer‟ keeping with the widened definition of „tax‟ by the forty-sixth Amendment of the
Constitution. Under the Act every dealer who acquires liability to pay tax is required to file an application for
registration using the required form which is liable to be cancelled when the business ceases to exist or with the
death of the dealer or due to failure to furnish security etc. Furthermore under the aforementioned forty-sixth
amendment the definition of tax includes tax on the execution of work contracts and such tax thereby falls
within the ambit of this Act.
The Act empowers the State Government to direct non payment of tax, change the rate of tax levied and allow
non payment with regard to certain class of persons specified in the notification issued by that Government.
Section 10 provides for punishment with regard to contraventions such as failure to get oneself registered or
failure to furnish security. The Act further empowers the Central Government to make rules in respect of the
matters contained in the Act and provides the State Governments with similar powers with regard to their State
subject to the rules made by the Central Government. This power is curtailed by Section 15 which imposes
restrictions upon the State Governments in respect of imposition of tax on declared goods. Lastly the Act lays
down provisions relating to a Company in liquidation and lays down the procedural machinery for the
imposition of the tax mentioned therein and appropriation of the proceeds
Value Added Tax (“VAT”)
VAT is charged by laws enacted by each state on a sale of goods effected in the relevant states. In the case of
construction contracts, VAT is charged on the value of property in goods transferred contracts. VAT is payable
on road construction contracts. VAT is not chargeable on the value of services which do not involve a transfer
of goods.
STATE LAWS
The significant state legislations, in the states where our Company operates, and their salient features are as
provided hereinbelow.
Uttar Pradesh State Highways Authority Act, 2004
The NH Act delegates the power to the states to make its own rules and regulations. Pursuant to this, the state of
Uttar Pradesh has enacted the Uttar Pradesh State Highways Authority Act, 2004. This Act purported to set up a
„State Highway Authority‟ for the purpose of development, maintenance and management of those state
highways that may be entrusted to it. The „State Highway Authority‟ performs functions including laying down
of standards for design and construction of state highways and developing methods of performance based
maintenance systems for maintenance of the state highways by private contractors.
Uttar Pradesh Road Management Board
The Uttar Pradesh Road Management Board is a statutory and independent road management board empowered
to manage the road fund. The said board implements usage of the funds, awards contracts and levies tolls,
wherever may be feasible. It ensures that the benefits from private participation in the road sector includes
increased investment and improved efficiency with focus on road services (construction, operation and
maintenance) as well as construction of roads.
Local Shops and Establishments Legislations
Under the provisions of local shops and establishments legislations applicable in the states in which
establishments are set up, establishments are required to be registered. Such legislations regulate the working
and employment conditions of the workers employed in shops and establishments including commercial
establishments and provide for fixation of working hours, rest intervals, overtime, holidays, leave, termination
of service, maintenance of shops and establishments and other rights and obligations of the employers and
employees.
West Bengal State Tax on Professions, Trade, Calling and Employment Act, 1979
The objective of this Act is to levy tax on every person engaged in professions, trades, callings and
employments. The Act requires for tax to be levied on both salaried employees as well as self employed
97
persons. The Act provides for directions for both categories of taxpayers to apply for registration/ enrolment.
Registered employers are required to file returns with receipted challan showing payment of tax. Enrolled
persons are required to pay tax only once in a financial year. Failure to do the same is penalized by payment of
interest on the amount to. The Act also provides for prosecution for certain offences such as failure to pay tax,
failure to furnish return etc.
REGULATIONS REGARDING FOREIGN INVESTMENT
Foreign investment in Indian securities is governed by the provisions of the FEMA read with the applicable
FEMA Regulations and the FDI Policy issued in November 2006 by the DIPP. Foreign investment is permitted
(except in the prohibited sectors) in Indian companies either through the automatic route or the approval route,
depending upon the sector in which foreign investment is sought to be made.
Under the Industrial Policy and FEMA, Foreign Direct Investment (“FDI”) up to 100% is permitted under the
automatic route in projects for construction and maintenance of roads, highways, vehicular bridges, toll roads,
vehicular bridges and ports and harbours. Further, subject to certain conditions and guidelines, the Industrial
Policy and FEMA further permit up to 100% FDI in built-up infrastructure and construction development
projects which include, but are not restricted to, housing, commercial, premises, hotels, resorts, hospitals,
educational institutions, recreational facilities and city and regional level infrastructure.
Under the automatic route, no prior approval of the GoI is required for the issue of securities by Indian
companies/acquisition of securities of Indian companies, subject to the sectoral caps and other prescribed
conditions. Investors are required to file the required documentation with the RBI within 30 days of such
issue/acquisition of securities. If the foreign investor has any previous joint venture/tie-up or a technology
transfer/trademark agreement in the “same field” in India as on 12 January 2005, prior approval from the FIPB
is required even if that activity falls under the automatic route, except as otherwise provided.
Under the approval route, prior approval from the FIPB/RBI is required. FDI for the items or activities that
cannot be brought in under the automatic route may be brought in through the approval route. Approvals are
accorded on the recommendation of the FIPB, which is chaired by the Secretary, DIPP, with the Union Finance
Secretary, Commerce Secretary and other key Secretaries of the GoI as its members.
Foreign Investment in the Real Estate Sector
Subsequent to 3 March 2005, foreign investment in development of townships, housing, built-up infrastructure
and construction development projects including, among other things, commercial premises, hotels, resorts,
hospitals and city and regional level infrastructure up to 100%, is permitted under the automatic route, where no
approval of the FIPB is required, subject to certain conditions and policy guidelines notified through Press Note
2 (2005). A short summary of the conditions is provided hereinbelow:
1. Minimum area to be developed under each project would be as under:
i. In case of development of serviced housing plots, a minimum land area of 10 hectares
ii. In case of construction-development projects, a minimum built up area of 50,000 sq. mts.
iii. In case of a combination project, anyone of the above two conditions would suffice.
2. The investment would be subject to the following conditions:
i. Minimum capitalization of US$10 million for wholly owned subsidiaries and US$ 5 million
for joint ventures with Indian partners. The funds would have to be brought in within six
months of commencement of business of the company.
ii. Original investment cannot be repatriated before a period of three years from completion of
minimum capitalization. However, the investor may be permitted to exit earlier with prior
approval of the Government through the FIPB.
3. At least 50% of the project must be developed within a period of five years from the date of obtaining
all statutory clearances. The investor is not permitted to sell “undeveloped plots”.
For the purpose of this clause “undeveloped plots” have been defined to mean those plots where roads,
water supply, street lighting, drainage, sewerage, and other conveniences, as applicable under
prescribed regulations, have not been made available. It is necessary that the investor provides this
98
infrastructure and obtains the completion certificate from the concerned local body/service agency
before he is allowed to dispose of serviced housing plots.
4. The project shall have to conform to the norms and standards, including land use requirements and
provision of community amenities and common facilities, as laid down in the applicable building
control regulations, bye-laws, rules, and other regulations of the State Government municipal/ local
body concerned.
5. The investor shall be responsible for obtaining all necessary approvals, including those of the
building/layout plans, developing internal and peripheral areas and other infrastructure facilities,
payment of development, external development and other charges and complying with all other
requirements as prescribed under applicable rules/bye-laws/regulations of the State Government
Municipal/Local Body concerned.
Please note that the Government, through Press Note 2 (2006 Series) dated 16 January 2006 has
clarified that the provisions of Press Note 2 (2005) as discussed aforesaid, shall not apply to
establishment and operation of hotels and hospitals, which shall continue to be governed by Press Note
4 (2001 Series) dated 21 May 2001 and Press Note 2 (2000 Series) dated 11 February 2000,
respectively.
Investment by FIIs
FIIs including institutions such as pension funds, mutual funds, investment trusts, insurance and reinsurance
companies, international or multilateral organizations or their agencies, foreign governmental agencies,
sovereign wealth funds, foreign central banks, asset management companies, investment managers or advisors,
banks, trustees, endowment funds, university funds, foundation or charitable trusts or societies and institutional
portfolio managers can invest in all the securities traded on the primary and secondary markets in India. FIIs are
required to obtain an initial registration from SEBI and a general permission from the RBI to engage in
transactions regulated under the FEMA. FIIs must also comply with the provisions of the FII Regulations. The
initial registration and the RBI‟s general permission together enable the registered FII to buy (subject to the
ownership restrictions discussed below) and sell freely, securities issued by Indian companies, to realize capital
gains or investments made through the initial amount invested in India, to subscribe or renounce rights issues for
shares, to appoint a domestic custodian for custody of investments held and to repatriate the capital, capital
gains, dividends, income received by way of interest and any compensation received towards sale or
renunciation of rights issues of shares.
6. FIIs are permitted to purchase shares of an Indian company through public/private placement under:
i. Regulation 5 (1) of the FEMA Regulations, subject to terms and conditions specified under
Schedule 1 of the FEMA Regulations (“FDI Route”).
ii. Regulation 5 (2) of the FEMA Regulations subject to terms and conditions specified under
Schedule 2 of the FEMA Regulations (“PIS Route”).
In case of investments under FDI Route, investments are made either directly to the company account, or
through a foreign currency denominated account maintained by the FII with an authorised dealer, wherein Form
FC-GPR is required to be filed by the company. Form FC-GPR is a filing requirement essentially for
investments made by non-residents under the „automatic route‟ or „approval route‟ falling under Schedule 1 of
the FEMA Regulations.
In case of investments under the PIS Route, investments are made through special non-resident rupee account,
wherein Form LEC (FII) is required to be filed by the designated bank of the FII concerned. Form LEC (FII) is
essentially a filing requirement for FII investment (both in the primary as well as the secondary market) made
through the PIS Route.
Foreign investment under the FDI Route is restricted/ prohibited in sectors provided in part A and part B of
Annexure A to Schedule 1 of the FEMA Regulations.
Ownership Restrictions of FIIs
The issue of securities to a single FII under the PIS Route should not exceed 10% of the issued and paid-up
capital of the company. In respect of an FII investing in securities on behalf of its sub-accounts, the investment
on behalf of each sub-account shall not exceed 10% of the total issued and paid-up capital. The aggregate FII
99
holding in a company cannot exceed 24% of its total paid-up capital. The said 24% limit can be increased up to
100% by passing a resolution by the board of directors followed by passing a special resolution to that effect by
the shareholders of the company.
Subject to compliance with all applicable Indian laws, rules, regulations guidelines and approvals in terms of
Regulation 15A(1) of the FII Regulations, an FII may issue, deal or hold, offshore derivative instruments such as
“Participatory Notes”, equity-linked notes or any other similar instruments against underlying securities listed or
proposed to be listed on any stock exchange in India only in favour of those entities which are regulated by any
relevant regulatory authorities in the countries of their incorporation or establishment subject to compliance of
“know your client” requirements. An FII or their Sub-Account shall also ensure that no further downstream
issue or transfer of any instrument referred to hereinabove is made to any person other than a regulated entity.
FIIs and their Sub-Accounts are not allowed to issue offshore derivative instruments with underlying as
derivatives.
Calculation of total foreign investment in Indian companies
Pursuant to Press Note 2 (2009 Series), effective from 13 February 2009, issued by the DIPP (“Press Note 2”)
read with the clarificatory guidelines for downstream investment under Press Note 4 (2009 Series) dated 25
February 2009 issued by the DIPP (“Press Note 4”, collectively with Press Note 2, the “Press Notes”), all
investments made directly by a non-resident into an Indian company would be considered as foreign investment.
Such foreign investments into an Indian company which is undertaking operations in various economic
activities and sectors (“Operating Company”) would have to comply with the relevant sectoral conditions on
entry route, conditionalities and caps. Foreign investments into an Indian company, being an Operating
Company and making investments through equity, preference or compulsory convertible debentures in another
Indian company (“Operating cum Investing Company”) would have to comply with the relevant sectoral
conditions on entry route, conditionalities and caps in regard of the sector in which such company is operating.
Foreign investment into an Indian company making investments through equity, preference or compulsory
convertible debentures in another Indian company (“Investing Company”) will require the prior approval of the
FIPB, regardless of the amount or extent of foreign investment. Further, foreign investment in an Indian
company without any downstream investment and operations requires FIPB approval regardless of the amount
or extent of foreign investment.
The Press Notes further provide that foreign investment in an Investing Company would not be considered as
„foreign investment‟ if such Investing Company is „owned‟ and „controlled‟ by resident Indian citizens and
Indian companies, which are owned and controlled by resident Indian citizens.
An Indian company would be considered to be „owned‟ by resident Indian citizens and Indian companies, which
are owned and controlled by resident Indian citizens if more than 50% of the equity interest in it is beneficially
owned by resident Indian citizens and Indian companies, which are owned and controlled ultimately by resident
Indian citizens. Further, an Indian company would be considered to be “controlled” by resident Indian citizens
and Indian companies, which are owned and controlled by resident Indian citizens if the power to appoint a
majority of its directors vests with the resident Indian citizens and Indian companies, which are owned and
controlled by resident Indian citizens.
Downstream investment by such Indian companies would not be considered towards indirect foreign
investment, regardless of whether such companies are Operating Companies, Operating cum Investing
companies, Investing Companies or Indian companies without any operations.
In case of Investing Companies which are either „owned‟ or „controlled‟ by Non-Resident entities, only such
investment made by such Investing Company would be considered as indirect foreign investment and not the
foreign investment in the Investing Company. However, if the Investing Company continues to be beneficially
„owned‟ and „controlled‟ by resident Indian citizens and Indian companies, which are owned and controlled by
resident Indian citizens, any further foreign investment by such Investing Company would not be considered as
indirect foreign direct investment in the subject Indian company and would be outside the purview of Press Note
2.
As per applicable laws, a member of a company, whose name is entered in the register of members, is entitled to
all beneficial interests in the shares of the said company. However, beneficial ownership would also mean
holding of a beneficial interest in the shares of a company, while the shares are registered in someone else‟s
name. In such cases, where beneficial ownership lies with someone else, the same can further be evidenced by
100
Form 22B which needs to be filed with Registrar of Companies by the company (upon receipt of declaration by
the registered and beneficial owner regarding transfer of beneficial interest).
Press Note 4 provides guidelines relating to downstream investments by Indian companies that have foreign
investment. These guidelines are based on the principle that downstream investments by Indian companies
owned or controlled by foreign entities should follow the same rules as those applicable to direct foreign
investment. In respect of downstream investments by Indian companies that are not owned or controlled by
foreign entities, there would not be any restrictions.
For the purpose of downstream investments, Press Note 4 classifies Indian companies into (i) operating
companies, (ii) operating-and-investing companies and (iii) investing companies. In connection with foreign
investment in these categories of Indian companies, Press Note 4 provides that:
1. Operating company: Foreign investment in an operating company will need to comply with the terms
and conditions for foreign investment in the relevant sector(s) in which such company operates;
2. Operating-and-investing company: Foreign investment in such a company will need to comply with the
terms and conditions for foreign investment in the relevant sector(s) in which such company operates.
Further, the investee Indian company in which downstream investments are made by such company
will need to comply with the terms and conditions for foreign investment in the relevant sectors in
which the investee Indian company operates; and
3. Investing company: An “investing company” has been defined under Press Note 4 as an Indian
company holding only direct or indirect investments in other Indian companies other than for trading of
such holdings. Any foreign investment in such company will require the prior approval of the FIPB.
Press Note 4 further provides that foreign investment in an Indian company that does not have (i)
any operations, and (ii) any downstream investments, will require the prior approval of the FIPB.
It may, however, be noted that in case of Indian companies which are wholly owned subsidiaries of Operating
cum Investing Companies/ Investing Companies, the entire foreign investment in the Operating cum Investment
Companies/ Investing Companies will be considered as indirect foreign investment.
It may be noted that the DIPP has issued „Circular 1 of 2010‟ (the “FDI Circular”) which consolidates the
policy framework on FDI, with effect from 1 April 2010. The FDI Circular consolidates and subsumes all the
press notes, press releases, clarifications on FDI issued by DIPP as on 31 March 2010. All the press notes, press
releases, clarifications on FDI issued by DIPP as on 31 March 2010 stand rescinded as on 31 March 2010.
101
HISTORY AND CORPORATE STRUCTURE
Overview
Jain Infraprojects Limited was incorporated on 7 November 2006 by converting M/s. Bengal Construction Co,
(“BCC”), a Partnership firm, under Part IX of the provisions of the Companies Act, 1956 (“Part IX
Conversion”). BCC was originally formed by a Partnership Deed dated 31 March 2000 executed by and
between Mr. Manoj Kumar Jain and Mr. Suraj Kumar Jain (the “Partnership Deed”). The said Partnership
Deed was reconstituted on 1 September 2001 and a reconstituted partnership deed was executed by and between
Mr. Manoj Kumar Jain, Mr. Suraj Kumar Jain and Smriti Food Park Private Limited (“Reconstituted
Partnership Deed”). Further, the Reconstituted Partnership Deed was once again reconstituted on 1 April 2004
and a reconstituted partnership deed was executed by and between Mr. Manoj Kumar Jain, Mr. Suraj Kumar
Jain and Smriti Food Park Private Limited (“Second Reconstituted Partnership Deed”). Subsequently, on 1
April 2005, the Second Reconstituted Partnership Deed was once again resonsituted and a reconstituted
partnership deed was executed by and between Mr. Manoj Kumar Jain, Mr. Suraj Kumar Jain, Smriti Food Park
Private Limited and Prakash Endeavours Private Limited (“Third Reconstituted Reconstituted Partnership
Deed”). Therafter, on 31 March 2006, the Third Reconstituted Partnership Deed was once again reconstituted
and a reconstituted partnership deed was executed by and between Mr. Manoj Kumar Jain, Smriti Food Park
Private Limited, Prakash Endeavours Private Limited, Tushita Builders Private Limited, Mrs. Rekha Jain, Mr.
Darshan Lal Jain and Mrs. Janki Devi Jain (“Fourth Reconstituted Partnership Deed”). Finally, on 7
November 2006 the said partnership formed by the Deed was dissolved and our Company was formed under the
name and style of “Bengal Infrastructure Limited” vide Certificate of Incorporation issued by the Registrar of
Companies located at Kolkata, West Bengal. The name of the Company was subsequently changed to “Jain
Infraprojects Limited” from Bengal Infrastructure Limited” and a fresh certificate of incorporation was issued to
us by the Registrar of Companies at Kolkata, West Bengal on 21 December 2006. Upon conversion of the
partnership formed by the Deed all assets and liabilities vested with the partnership was transferred to Bengal
Infrastructure Limited, the erstwhile name of our Company.
Corporate Profile of Our Company
Our Company and the erstwhile Partnership firm have been in the business of integrated construction and
infrastructure development and providing engineering, procurement and construction services for infrastructure
projects in India. The primary project expertise of the Company is in the construction of Roads & Highways,
Industrial and Technical Building, Hospitals and Colleges, Integrated Townships and Land Development
Irrigation Systems.
Changes in Registered Office of Our Company
The Registered Office of the Company at the time of incorporation was “Premlata Building”, 5th
floor, 39
Shakespeare Sarani, Kolkata – 700 017. With effect from 6 February 2008, the Registered Office of the
Company was shifted to Spencer Plaza, Ground floor, Burdwan Road, Siliguri – 734 005 as two of the
shareholders of our Company (Prakash Endeavours Private Limited and Smriti Food Park Private Limited) were
located in Siliguri. Thereafter, due to business reasons, the Registered Office of the Company was shifted back
to “Premlata Building”, 5th
floor, 39 Shakespeare Sarani, Kolkata – 700 017 with effect from 31 March 2009.
Major Events in the History of our Company
A. Before Part IX Conversion
Year Event
31 March 2000 BCC was formed by a Partnership Deed made between Mr Manoj Kumar Jain and Mr
Suraj Kumar Jain on 31 March 2000.
1 September 2001 The Partnership Deed was reconstituted and the Reconstituted Partnership Deed was
executed by Mr Manoj Kumar Jain, Mr Suraj Kumar Jain and Smriti Food Park Private
Limited.
29 November 2001 BCC obtained a work order valued at Rs. 2.04 Crores from M/s. Bharat Drilling and
Foundation Treatment Private Limited., Ranchi for construction of a 5-KM Link Road
from NH-31C to Sastugachh via Phakhirdeep and a 5-KM Link Road from Bijoynagar
T.E. to Nakshabari Kharibai by-pass road via Buragunj in Siliguri under the Division of
Executive Engineer (RD), Siliguri, Mahakuma Parishad, Siliguri.
1 April 2005 The Second Reconstituted Partnership Deed was further reconstituted and the Third
102
Year Event
Reconstituted Partnership Deed was executed by Mr Manoj Kumar Jain, Mr Suraj
Kumar Jain, Smriti Food Park Private Limited and Prakash Endeavours Private Limited.
31 March 2006 The Third Reconstituted Partnership Deed was once again reconstituted and a Fourth
Reconstituted Partnership Deed was executed by and between Mr. Manoj Kumar Jain,
Smriti Food Park Private Limited, Prakash Endeavours Private Limited, Tushita
Builders Private Limited, Mrs. Rekha Jain, Mr. Darshan Lal Jain and Mrs. Janki Devi
Jain.
4 September 2006 BCC was awarded a works order by National Building Construction Corporation
Limited (“NBCCL”), for constructing 10 “C” Type Quarters (G+2), 2 “A” Type
Quarters (G+2), 3 “ME” Type Quarters (G+2), 7 “B” Type Quarters (G+2), 3 “MB”
Type Quarters (G+2) including the work of internal water supply and sanitation at
MTPS, DVC, Mejia. The said contract was valued at Rs. 1,230 Lacs.
B. After Part IX Conversion
Year Event
7 November 2006
Under the provisions of Part IX of the Companies Act, BCC converted into a company
and a fresh certificate of incorporation was issued by the Registrar of Companies located
at Kolkata, West Bengal with the name “Bengal Infrastructure Limited”.
10 November 2006 Certificate of Commencement of Business was issued by the Registrar of Companies,
located at Kolkata, West Bengal.
4 December 2006
Our company was awarded a works order by NBCCL for construction of weir with
allied structures across river Damodar at DVC, CTPS, Chandrapura, Dist. Bokaro,
Jharkhand. The value of the contract was Rs. 1,893 Lacs.
21 December 2006
Name of the company was changed to Jain Infraprojects Limited and a fresh Certificate
of Incorporation obtained consequent upon change of name from the Registrar of
Companies, West Bengal.
28 July 2008
JIL was awarded the ISO 9001:2000 Certification by Kvalitet Veritas Quality Assurance
for its product or services in the Civil, Mechancial, Electrical Engineering Jobs and
Construction of Roads, Buildings and Bridges.
7 October 2008 Our Company bagged an order of over Rs. 36,600 Lacs from Uttar Pradesh Rajkiya
Nirman Nigam Limited, Uttar Pradesh.
22 April 2009 Our Company was awarded construction of Kolkata Sports City (Integrated Sports
Complex along with Commercial and Residential Complex) at Rajarhat, West Bengal.
2009-10
Our Company entered into its first overseas contract as Tarhuna Utilities Joint Venture
Project with National Housing & Utilities Company S.A. - Construction of Water
Networks, Sanitary Drainage Networks, Rainwater Drainage Networks, Road Networks
and Telecom & Telecommunication Networks, Libya for LYD 1989 Lacs (as per
exchange rate prevailing on [], the Rupee value is Rs. 72,725 Lacs).
Main Objects of our Company
The main objects of our Company as contained in the Memorandum of Association are as follows:
1. To become vested with and to continue the partnership firm business now being carried on under the name
and style of “Bengal Construction Co” including all its assets, rights, interests, benefits, titles,
approvals, registrations, permits, facilities, concessions, sanctions, privileges, licenses, debts,
liabilities of the parties hereto in the partnership business and in connection therewith and Bengal
Construction Company shall cease to exist on incorporation of this company.
2. To carry on the business of construction, development, creation, expansion, design, modernization,
management and maintenance of infrastructure projects and roads, highways, bridges, flyovers,
airports, ports, railways, environmental engineering, management sanitation, water, waterways,
sewerage disposal, industrial estates, townships, industrial parks, food parks, bio-technical parks or
any other facility of similar nature and to acquire, purchase, exchange, hire, buy, sell, construct, build,
develop, promote, execute, undertake, maintain, manage, run, model, erect, demolish, furnish,
improve, enlarge, pulling down, decorate, architect, or otherwise, deal in lands, buildings, properties,
commercial and industrial complexes, residential complexes, office building, houses, flats, apartments,
hospitals, shopping malls, hotels, resorts, restaurants, cineplexes, multiplexes, amusement parks, golf
103
course, film city, clubs, educational institute, place of worships, reading rooms, library, dairy farms,
agro projects and all other kind of immovable electronics and telecommunication engineering and to
act as a consultant, advisor, agent to mobilize resources and to arrange private and or government
sector participants for development of infrastructure projects, joint ventures, foreign collaboration
projects etc.
3. To carry on the business of real estate, developers, builders, promoters, architects, engineers, designers,
erectors fabricators, and taking-up the work of construction of buildings, offices, places of public
amusement, public buildings, road, bridges, dams, power projects, townships, houses, turnkey projects,
electrical contracts, furnishing contractors, interior decoration, wood work, painting contracts,
plastering laying of tiles and marbles and acquire by purchase, lease, exchange, joint venture,
contract, invest, deal, hire or otherwise and further act as brokers and agents, develop or operate land,
buildings and hereditament or any tenure and description and any estate or interest therein, and any
right over to or connected by land building so situated and to develop or to run the same to accounts
may seem expedient and in particular by preparing building sites and purchase and sale of lands
and/or buildings and owing, buying, selling, hiring, letting, sub-letting, maintaining, allotting,
transferring allotment, administering, dividing and sub-dividing and holding by construction, re-
constructing, altering , improving, decorating, furnishing, and maintaining hotels, rooms, inns, flats,
houses, apartments, restaurants, cinema houses, market shops, workshops, mills, factories,
warehouses, cold storages, wharves, godowns, offices, safe deposit values, hostels, gardens, swimming
pools, place of education, place of worship, play ground, building immovable property of any kind
works and convenience of all kinds by leasing, hiring letting or disposing of the same and to act as
broker and commission agents in real estate business and to act as a general contractor and to do any
construction, manufacturing, building, road making, engineering and all other kinds and descriptions
whatsoever for any person, firm, company, public body, government, army, navy, railways, etc. by the
company itself or in partnership with such company or individuals or persons as may be thought fit by
the directors and to deal in all types of building materials like cement, sand iron and steel, stones and
stone chips, woods, bricks etc along-with hardware, fittings and other accessories and materials used
in construction and decoration.
The Object clause of the Memorandum of Association enables the company to undertake activities for which the
funds are being raised in this issue and also the activities, which the company has been carrying on till date.
Amendments to our Memorandum of Association
Since incorporation, the following amendments have been made to our Memorandum of Association:
Sr. No. Date of Shareholder‟s
Approval (AGM/EGM)
Changes in the Memorandum of Association
1 15 December 2006 Change in the authorized Capital i.e. increase of Equity Share Capital
from Rs. 500 Lacs to Rs. 1000 Lacs.
3 30 March 2007 Change in the authorized Capital i.e. increase of Equity Share Capital
from Rs. 1000 Lacs to Rs. 3000 Lacs.
4 19 September 2009 Change in the authorized Capital i.e. increase of Equity Share Capital
from Rs. 3000 Lacs to Rs. 6000 Lacs.
Change of Name
Since incorporation, the name of the Company has changed only once, which is as follows:
Sr. No. Date of Shareholder‟s
Approval (AGM/EGM)
Changes in the Memorandum of Association
2 21 December 2006 Change in the name of the company from Bengal Infrastructure Limited
to Jain Infraprojects Limited.
104
OUR SUBSIDIARY
Jain Infra Global-F.Z.E. (“Jain Global”)
Jain Infra Global-F.Z.E. is the only subsidiary of our Company. Jain Global is promoted by our Company and
has been incorporated as our wholly owned overseas subsidiary. The registered office of Jain Global is situated
at Azman Free Trade Zone, United Arab Emirates.
Principal Business of Jain Global
Jain Global has been formed mainly to carry out general trading activities and is dealing in infrastructure
products and allied services, particularly in United Arab Emirates.
Board of directors of Jain Global
The Manager/Director of Jain Global as of 31 December 2009 is:
Name Age Position Director Since
Amol Chandrakant Kishte 27 Manager/Director 22 January 2009
Shareholding Pattern of Jain Global as of 31 March 2010
Name of the Shareholders No. of Equity Shares of
AED 1,000/- each
% of total Equity
holding
Amol Chandrakant Kishte on behalf of Jain
Infraprojects
365 100
Financial Information of Jain Global
(in AED)
Particulars FY 2007 FY 2008 FY 2009
Sales and Other Income NA NA 2,97,68,209
PAT NA NA 8,50,226
Equity Capital NA NA 3,65,000
Reserves (excluding revaluation reserves) NA NA 8,50,226
EPS (AED) NA NA 2329
Book Value (AED) NA NA 3329
Other Information
Jain Global is not listed on any Stock Exchange. Jain Global is neither a sick industrial company nor is it under
winding up.
105
MATERIAL CONTRACTS
Strategic Alliance Agreement between our Company and MIDAS Information Technology Company Limited
On 22 May 2007, our Company entered into a Strategic Alliance Agreement with MIDAS Information
Technology Company Limited (“MIDAS”) for providing structural engineering services, including, structural
schematic design (SD) and structural design development (DD) for projects undertaken by the Company
(“Agreement”). The alliance shall be for a period of five (5) years or completion of projects, whichever is
earlier. Under the said Agreement MIDAS will also be required to review the contract documents prepared by
the local structural consulting. Further, MIDAS will also prepare SD documents which will be sufficiently
illustrating structural recommendations on efficient and economical design. Our Company agrees to use the
technical know how furnished by MIDAS only for the purposes stated in the Agreement and not divulge the
same to any third party.
Memorandum of Understanding between our Company and GMP International
In December 2008, a memorandum of understanding (“MOU”) was entered into between GMP International
(“GmbH”) and our Company for participating in the bidding process and executing of the proposed sports
township to be developed at Dharsa Moktarpur & Mohammad Mouzas in Rajarhat, Kolkata. Under the MOU,
GmbH would be the architects and the Company, the developers. The parties have agreed to amalgamate the
experience, expertise and the resource pool. Once the sports township is awarded to the Company, this MOU
would be converted into an agreement. This MOU was an exclusive arrangement between the two parties.
Memorandum of Understanding between our Company and Jain Realty Limited
On 22 April 2009, the Sports Wing, Sports & Youth Services Department, Government of West Bengal
(“Sports Wing”) issued a letter of intent for setting up the sports township at Rajarhat in Mouza Dharsa,
Mukhtarpur and Mohammadpur over 250 acres of land (“Sports City Complex”). On 16 June 2009, the Sports
Wing issued the work order (“Work Order”) in this regard to us. In relation to the same, our Company has
provided a bank guarantee of Rs. 50,00,000 to the Sports Wing as required under the Work Order. Of the entire
250 acres proposed for the Sports City Complex, 50 acres of land will be developed solely for the purpose of
sports facilities, comprising one multipurpose sports outdoor stadium, two football practice grounds, one indoor
stadium, astro-turf laid hockey stadium, aquatic complex and a tennis complex and the balance 200 acres of land
can be commercially developed into residential complex, commercial sectors, service apartments, shopping
malls cum amusement centres by the Company. Our company shall be responsible for procuring the land for the
said project.
In order to fulfil the letter of intent and the Work Order, on 25 September 2009, we entered into a memorandum
of understanding with Jain Realty Limited (“MoU”). Under the MoU, Jain Realty Limited while undertaking the
work for Sports City Complex is required to comply with the specifications setout in the Letter of Intent and no
deviations from the specification shall be acceptable unless specifically approved by the Sports Wing.
Jain Realty shall be responsible for the development of 50 acres of the project land for the sports facilities in
accordance with the Work Order sanctioned by the Sports Wing and the development and sale of the
construction on the 200 acres for the permissible activities as sanctioned by the Government of West Bengal.
Upon completion of the construction of the sports facilities we will be required to maintain them for a period 10
years, where upon the same shall be handed over to the Government of West Bengal free of cost.
Under the said MOU we will be responsible for the construction of the sports facilities on the 50 acres and
permissible constructions as sanctioned by the Government of West Bengal on the 200 acres of the project land.
The cost of total construction of the project, on turnkey basis has been estimated to be Rs 2174.12 Crores.
Further, Jain Realty Limited shall be responsible for arranging finance required for the project which includes
inter alia the cost of the land. In case of variation of specification the Company will be entitled to charge for
extra work and escalation in price of material. The Company shall also be entitled to normal escalation in
contract price for increase in price beyond 3 percent of the price considered in the BOQ. Jain Realty Limited
shall make payments to the Company upon receipt of invoices from Jain Realty Limited on monthly basis. All
such invoices raised shall be settled within a period on 15 days and in case of delay interest at the rate of 18%.
Development Agreement between our Company and Jain Realty Limited
106
The Company had entered into a development agreement (“Agreement”) with Jain Realty Limited for grant of
irrevocable and absolute development rights of land owned by the Company situated at 16, Belvedere Road,
Kolkata – 700027 (“Property”) for the purposes of construction and sale of residential bungalows on the said
land (“Project”). Under the Agreement, the Company would convey 50% of the undivided share in the Property
and car parking spaces to JRL in return of which JRL would construct and deliver 50% of the built up area with
proportionate car parking spaces to the Company. Further, vide the Agreement, the Company has authorised
JRL to take all actions necessary, in respect of the Property, for execution of the Project. The Company and JRL
would be entitled to the sale proceeds arising out of the sale of their respective shares in the Property. JRL is to
provide an interest free deposit of Rs. 3,000 Lacs to the Company, of which Rs. 2,400 Lacs would be deposited
by October, 2008 and the balance Rs. 600 Lacs would be deposited by the third quarter of 2009-10. The said
deposit is to be refunded by the Company to JRL upon completion of the Project. As contemplated in the
Agreement, the said Project is to be completed by October, 2010.
107
OUR MANAGEMENT
Under our Articles of Association, we cannot have fewer than three directors and there is no limit on the
maximum number of directors. We currently have four directors on our Board.
The following table sets forth details regarding our Board as of the date of filing of this Draft Red Herring
Prospectus with SEBI:
Name, Father‟s Name, Address
and Occupation
Age
(Years)
Status of Director
in our Company Other Directorships
Mr. Mannoj Kumar Jain
Father‟s name- Darshan Lal Jain
Address- 7, Iron Side Road
Kolkata - 700019
West Bengal
Industrialist
DIN- 00499162
36 Chairman
Executive Director
1. Jain Steel and Power Limited
2. Jain Energy Limited
3. Jain Coke and Power Private Limited
4. Prakash Petrochemicals Private
Limited
5. Bengal Infrastructure Development
Private Limited
6. Jain Infra Developers Private Limited
7. Jain Space Infra Venture Limited
8. Jain Realty Limited
9. Prakash Endeavours Private Limited
10. Prakash Vanijya Private Limted
11. Jain Technologies Private Limited
12. Tushita Builders Private Limted
13. Jain Heavy Industries Private Limited
14. Global Space Infrastructure Private
Limited
15. Odyssey Realtors Private Limited
16. MK Media Private Limited
17. Jain Natural Resources Limited
18. Jain Energy Trading Limited
19. Jain Power Limited
20. Jain Renewable Energy Private
Limited
21. Trinity Nirman Private Limited
22. Neptune Plaza Maker Private Limited
23. Suraj Abasan Private Limited
24. Jain Solar Energy Private Llimited
25. Glossy Developers Private Limited
26. Smriti Food Park Private Limited
Mr. Ashok Kumar Chadha
Father‟s Name – Bishamber
Nath Chadha
Address- C-554, Ground Floor,
Defence Colony,
New Delhi – 110024
Service
DIN- 01242023
60 Executive Director 1. Jain Steel and Power Limited
2. Jain Natural Resources Limited
3. Jain Power Limited
4. Jain Energy Trading Limited
5. Jain Realty Limited
6. Skoda (India) Private Limited
7. Jain Renewable Energy Private
Limited
8. Jain Energy Limited
9. Skoda (India) Trading Private Limited
10. Jain Solar Energy Limited
11. Sunset Resorts Limited
12. Finprop Estates Private Limited
Mr.Bimalendu Chakrabarti
Father‟s Name- Devi Prasad
Chakrabarti
61 Independent
Non-executive
Nil
108
Name, Father‟s Name, Address
and Occupation
Age
(Years)
Status of Director
in our Company Other Directorships
Address- B-21, Mayfair Garden,
Little Gibbs Road, Malabar Hill,
Mumbai
Maharashtra- 400 006
Retired
DIN- 00017513
Mr. Sunder Shyam Dua
Father‟s Name- Mr. Atmaram
Dua
Address- L-327,Tarapore
Tower, Oshiwara,
Andheri (W),
Mumbai
Maharashtra -400 058
Retired
DIN- 01231998
72 Independent
Non-executive
1. CORE Projects & Tecnologies Limited
2. ICSA (India) Limited
3. CORE Education Infratech Limited
Brief Details of Board of Directors
Mr. Mannoj Kumar Jain, aged 36 years, Chairman of our Company. He is a graduate from the University of
North Bengal. He is involved in strategy planning, execution and management. He started the group‟s business
operations in 2000 in the field of infrastructure (road and highway construction) under the name and style of
M/s. Bengal Construction Co, which later got converted into Jain Infraprojects Limited. He is the founder
Chairman of “Jain Group of Industries”.
Mr. Ashok K Chadha, aged 60 years, Vice Chairman and Managing Director, has 40 years of experience in the
industry across various verticals and functions spread from over manufacturing to finance. He began his career
in 1970 with ICI India Limited and over a span of 29 years, was assigned jobs in various capacities in India and
overseas. In 1999, he moved on from ICI to Haldia Petrochemicals Limited and after a stint of two years, he
joined Indo Rama Synthetic (I) Limited in 2001. In 2007, he joined Avenue Asia Advisors Private Limited, as
Executive Director in-charge of the Asset Management Group for Asia including India, China and the Far East
for select verticals. In 2009, he joined the Jain Group as Vice Chairman and Managing Director.
Mr. Bimalendu Chakrabarti, aged 61 years, is the Independent Director of the Company. He is a Commerce
Graduate and a Member of Institute of Chartered Accountants of India. He has experience in the fields of
insurance, finance and investment. He retired as a CMD of New India Assurance Company Limited. Prior to
this he was also the CMD in National Insurance Company Limited. He has more than 38 years experience in
various corporates with different capacities. He was a member of various bodies like Investment Committee of
Life Insurance Corporation of India, Tariff Advisory Committee etc. He also held the position of the Chairman
in Prestige Assurance plc, Lagos, Nigeria, India, International Insurance Pte. Limited., Singapore.
Mr. Sunder Shyam Dua, aged 72 years, is the Independent Director of the Company. He holds a Bachelors
degree in Engineering (Electrical). He retired as a director of BSES (Technical) Limited. Prior to this he was an
acting CMD at BSES Limited. He has worked with various PSUs like BSES, NTPC, BTPS etc. He has about 47
years of experience in the field of installation, operation, maintenance of thermal power stations and electricity
transmission and distribution.
Borrowing Powers of the Board of Directors
Pursuant to resolution dated 30 November 2009 passed by our shareholders at the Extra Ordinary General
Meeting of the Company, in accordance with the provisions of section 293(1)(d) of the Companies Act, the
Board has been authorized to borrow such sums of money for the purpose of our Company and upon such terms
109
and conditions and as the Board of Directors may think fit, for the purpose of the business of the Company
provided that the money or monies to be borrowed together with the monies already borrowed by our Company
(apart from temporary loans obtained from the Company‟s bankers in the ordinary course of business) shall not
exceed, at any time, the aggregate of the paid-up capital of the Company and its free reserves, if any, that is to
say reserves not set apart for any specific purpose, provided that the total amount of moneys to be borrowed by
the Board together with monies already borrowed (apart from temporary loans obtained from the Company‟s
bankers in the ordinary course of business) shall not at any time exceed a sum of Rs. 4,00,000 Lacs.
Details of Terms of Appointment of our Directors
Name Contract / Appointment Letter /
Resolution
Term Date of expiry of term
Mr. Mannoj
Kumar Jain
First appointment by a Board
Resolution dated 8 November 2006.
Board Resolutions dated 10
November 2006 and shareholder
resolution dated 15 December 2006
appointing him as a managing
director.
Re-appointed by a Board resolution
dated 19 September 2009 and
shareholders resolution dated 30
November 2009.
Agreement dated 10 November
2006. Renewed Agreement dated 21
September 2009 was executed
appointing him for the period of
another 3 years w.e.f. 10 November
2009
Whole-time Director
appointed for 3 years
with effect 10 November
2009 not liable to retire
by rotation
Not Applicable
Mr. Ashok
Kumar
Chadha
Board Resolution dated 24 June
2009 and Shareholder Resolution
dated 19 September 2009
Whole-time Director
appointed for three years
with effect from 1 July
2009, liable to retire by
rotation
The date when the annual
general meeting of the
Company is held in 2010
As a Whole-time
Director- 30 June 2012
Mr.
Bimalendu
Chakrabarti
Board Resolution dated 1 January
2010
Additional Director
holding office till the
next annual general
meeting of the Company
The date of the next
annual general meeting of
the Company.
Mr. Sunder
Shyam Dua
Board Resolution dated 19
December 2009
Additional Director
holding office till the
next annual general
meeting of the Company
The date of the next
annual general meeting of
the Company.
Corporate Governance
The provisions of the Listing Agreement to be entered into with BSE and NSE and the SEBI Regulations in
respect of corporate governance will be applicable to our Company immediately upon the listing of our
Company‟s Equity Shares on the Stock Exchanges. Our Company undertakes to adopt the corporate governance
code as per Clause 49 of the Listing Agreement to be entered into with the Stock Exchanges on listing (“Clause
49”). The Board of Directors consists of a total of four Directors of which two are independent Directors (as
defined under Clause 49), which constitutes 50% of our Board of Directors. This is in compliance with the
requirements of Clause 49.
110
In terms of Clause 49, our Company has already appointed Independent Directors and constituted the following
committees:
Audit Committee
Members:Mr. Bimalendu Chakrabarti (Chairman)
Mr. Sunder Shyam Dua
Mr. Ashok Kumar Chadha
The Audit Committee was constituted at our Board meeting held on 10 November 2006 and was first
reconstituted on 24 June 2009 and was again reconstituted on 1 January 2010. The purpose of the Audit
Committee is to ensure the objectivity, credibility and correctness of our Company‟s financial reporting and
disclosure processes, internal controls, risk management policies and processes, tax policies, compliance and
legal requirements and associated matters.
Terms of reference / scope of the Audit Committee are:
General Functions and Powers:
a. Overview of our Company‟s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible and reflects a true and fair position of
our Company.
b. Recommending to the Board, the appointment, re-appointment and removal of external auditors, fixing of
audit fee.
c. Approval of payment to statutory auditors for any services rendered by the statutory auditors.
d. Reviewing the annual financial statements before submission to the Board, focusing primarily on:
o Any changes in accounting policies and practices and reasons for the same.
o Major accounting entries based on exercise of judgment by management.
o Qualifications in draft audit report.
o Significant adjustments arising out of audit.
o The going concern assumption.
o Compliance with accounting standards.
o Any related party transactions, i.e., transactions of our Company of material nature, with promoters or
the management, their subsidiaries or relatives etc. that may potentially conflict with the interests of
Company in general.
o Matters required tobe included in the Directors‟ Responsibility Statement in terms of Section 217
(2AA) of the Companies Act.
o Compliance with listing and other legal requirements relating to financial statements.
e. Reviewing the adequacy of the internal audit function, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit.
f. When money is raised through an issue, the Company shall disclose to the Audit Committee, the
uses/applications of funds by major category (capital expenditure, sales and marketing, working capital etc)
on a quarterly basis as part of their quarterly declaration of financial results. Further, on an annual basis, the
Company shall prepare a statement of funds utilized for the purposes other than those stated in the offer
document and place it before the audit committee. Such disclosures are to be made till such time that the
full money raised through the issue has been fully spent.
g. Discussion with internal auditors any significant findings and follow-up there on.
h. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board.
i. Reviewing with management the performance of External and Internal Auditors and adequacy of Internal
111
Control Systems.
j. Discussion with statutory auditors before the audit commences on the nature and scope of audit as well as
having post-audit discussions to ascertain any areas of concern.
k. Reviewing with the management the quarterly financial statements before submission to the Board for
approval.
l. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors.
m. To review the functioning of the whistle blower mechanism.
n. Carrying out any other function as and when required by the Board.
Information for review:
1. Management discussion and analysis of financial condition and results of operations.
2.Statement of significant related party transactions (as may be defined by the audit committee) submitted by
management.
3. Management letters / letters of internal control weaknesses issued by the statutory auditors.
4. Internal audit reports relating to internal control weaknesses.
5. The appointment, removal and terms of remuneration of the Chief Internal Auditor.
6.The uses / application of funds raised through public issues, rights issues, preferential issues, etc.
7.Review of the financial statement of unlisted subsidiaries company(ies), in particular the investments made by
them.
Policy on Disclosures and Internal Procedure for Prevention of Insider Trading
The provisions of Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 will be
applicable to our Company immediately upon the listing of its Equity Shares on the Stock Exchanges. We shall
comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 1992 on listing of our
Equity Shares.
Shareholding of Directors in our Company
Except as disclosed in this Draft Red Herring Prospectus, none of our Directors hold any Equity Shares in our
Company.
Interest of our Directors
Mr. Mannoj Kumar Jain has been appointed as the Whole-time Director of our Company for a period of three
years with effect from 10 November 2009 by virtue of an agreement dated 21 September 2009. Further, Mr.
Ashok Kumar Chadha has been appointed as the Vice Chairman and Managing Director of our Company for a
period of three years with effect from 1 July 2009.
All the Directors, including Independent Directors, may be deemed to be interested to the extent of fees, if any,
payable to them for attending meetings of the Board or a committee thereof as well as to the extent of other
remuneration and reimbursement of expenses payable to them under the Articles of Association. In addition, the
compensation payable to Directors may include commission representing a percentage of profits subject to the
limit prescribed under law.
All the Directors, including Independent Directors, may also be deemed to be interested to the extent of Equity
Shares, if any, already held by or that may be subscribed for and allotted to them or to the companies, firms and
112
trusts, in which they are interested as directors, members, partners and/or trustees, out of the present offer and
also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.
The Directors may also be deemed to be interested to the extent of the fees and other payments that may be
made to companies in which they are directors.
The managerial remumeration for the whole-time directors is decided by the Board. The managerial
remuneration consists of salaries, perquisites, allowances, contributions to provident funds and sitting fees (only
in case of non-executive directors). For the 9 month period ended 31 December 2009, the Company has paid
managerial remuneration of Rs 1,42,50,000 which includes salary of Rs 1,03,50,000 and perquisites,
allowances, contributions to provident funds and others amounting to Rs 39,00,000.
Agreement with Mr. Mannoj Kumar Jain
Our Company has entered into an agreement dated 21 September 2009, appointing Mr. Mannoj Kumar Jain as
Whole-time Director and Executive Chairman of our Company for a period of three years with effect from 10
November 2009. During the tenure of his appointment as the Whole-time Director, Mr. Mannoj Kumar Jain
shall be entitled to the following:
Salary of INR 60,00,000 per annum.
Commission as may be decided by the Board in accordance with the Schedule XIII of the Companies
Act.
In addition to the salary and allowances, Mr. Jain will be entitled to perquisites subject to a maximum
of INR 24,00,000 per annum.
House rent allowance
Medical insurance and medical reimbursement.
Leave travel allowance
Personal accident insurance as per the rules of the Company.
Bonus
Club fees
Reimbursements of expenses incurred for business related travelling, boarding and lodging
The agreement also provides for minimum remuneration to be paid as per Schedule XIII of the Companies Act
even for any financial year, where the Company has no profits or inadequate profits. Under the terms of this
agreement, either party is entitled to terminate this agreement by giving a prior written notice of six months or
paying six month‟s salary in lieu thereof.
Agreement with Mr. Ashok Kumar Chadha
Our Company has entered into an agreement dated 24 June 2009, appointing Mr. Ashok Kumar Chadha as
Whole-time Director designated as Vice Chairman and Managing Director of our Company for a period of three
years with effect from 1 July 2009. During the tenure of his appointment as the Whole-time Director, Mr.
Mannoj Kumar Jain shall be entitled to the following:
Salary of INR 78,00,000 per annum.
Commission as may be decided by the Board in accordance with the Schedule XIII of the Companies
Act.
In addition to the salary and allowances, Mr. Chadha will be entitled to perquisites subject to a
maximum of INR 52,00,000 per annum.
House rent allowance
Medical insurance and medical reimbursement.
Leave travel allowance
Personal accident insurance as per the rules of the Company.
Bonus
Club fees
Reimbursements of expenses incurred for business related travelling, boarding and lodging
This agreement also provides for the minimum remuneration to be paid to Mr. Chadha as per Schedule XIII of
the Companies Act, even where the Company has no profits or inadequate profits for any financial year. Under
the terms of this agreement, either party is entitled to terminate this agreement by giving a prior written notice of
113
three months or paying three month‟s salary in lieu thereof.
Further, 6,30,350 ESOPs have been issued to Mr. Chadha by the JainInfra ESOP Scheme approved by the
Board of Directors of the Company on 1 January 2010 and the shareholders in the extra ordinary general
meeting on 30 November 2009.
We have not entered into any service agreements with any of our other Directors which provide for benefits
upon termination of service.
Changes in our Board of Directors in the last three years
The following changes have occurred in Board of Directors of our Company in the last three years:
Name of Director Date of Appointment /
Re-appointment
Date of Cessation Reason*
Mr.Bimalendu Chakrabarti 1 January 2010 NA Appointment
Mr. Ashok Kumar Chadha
24 June 2009 NA Appointment
Mr. Sunder Shyam Dua 19 December 2009 NA Appointment
Mr. Prem Prakash Sharma 08 September 2008 NA Appointment
Mr. Prem Prakash Sharma NA 1 October 2009 Resignation
Mr. Kalyan Kumar
Chattopadhyay 19 February 2007 NA Appointment
Mr. Kalyan Kumar
Chattopadhyay NA 31 October 2007 Resignation
Ms.Rekha Mannoj Jain 8 November 2006 NA Appointment
Ms.Rekha Mannoj Jain NA 19 June 2010 Resignation
Mr.Parmod Kumar Dhawan 8 November 2006 NA Appointment
Mr.Parmod Kumar Dhawan NA 24 June 2009 Resignation
* The resignations and consequent appointments were made to facilitate the reconstitution of the Board to
respond to the changes in status and business of the Company.
Key Managerial Personnel
The Key Management Personnel of our Company as of the date of this Draft Red Herring Prospectus are as
follows:
1. Mr. Krishna Kumar Chamaria - Chief Finacial Officer
Mr. Krishna Kumar Chamaria is the Chief Financial Officer of our Company. He is responsible for the financial
functions of the Company. He is a qualified chartered accountant and is admitted as a member to the Institute of
Chartered Accountants of India since 1993. He is also fellow member of the Indian Institute of Company
Secretaries since 1997. Prior to joining our Company, Mr Chamaria has worked in various organizations and has
work experience of about 12 years. His last employment was at Dunlop India Limited, where he was Vice
President – Corporate Strategy. Mr. Chamaria joined our Company on 1 February 2010 and is a permanent
employee with us. His remuneration is Rs. 16,80,000 per annum.
2. Mr. Chandan Kanti Chowdhury - Chief Operating Officer
Mr. Chandan Kanti Chowdhury is the Chief Operating Officer of our Company. He is responsible for all
projects including, inter alia, preparation of tenders, project planning and monitoring the execution of projects.
He holds a Bachelors degree in Mechanical Engineering from the University of Calcutta. He has more than 33
years of experience in the field of project management, business operations, marketing and human resource
management. Prior to joining our Company, he was employed with M/s. Ramky Infrastructure Limited as the
Chief Operating Officer-Eastern/Northern India, spearheading the operation of all divisions of Eastern and
Northern India for Civil/Infrastructure projects. In the past, he had also worked at a senior level with other
reputed organizations namely, NICCO and M/s Simon Carves India Limited, holding key managerial positions.
Mr. Chowdhury joined our Company on 12 October 2009 and is a permanent employee with us. His
remuneration is Rs.24,05,004 per annum.
114
3. Mr. Niloy Bhattacharya - Sr. Vice President – Infrastructure
Mr. Niloy Bhattacharya is the Senior Vice President (Infrastructures) of our Company. He is responsible for
project related activities. He holds a Bachelors degree in Civil Engineering from Nagpur University. He has also
completed his MBA in Finance and Marketing from the University of Nagpur in 1994. He has over 20 years of
experience and has worked with reputed organizations such as PMC Projects (India) Private Limited (Adani
Group), Navi Mumbai SEZ Private Limited (Reliance Industries Group), Triveni Petrochem (P) Limited and
Indo Rama Synthetics Limited. In his employment at Adani Group, he held the position of the head of projects
planning and management. Mr. Bhattacharya joined our Company on 1 July 2009 and is a permanent employee
with us. His remuneration for the last financial year was Rs.35,36,000 per annum.
4. Mr. P. Srinivas VP – Technical
Mr. P. Srinivas is the Vice President (Technical) of our Company. He looks into the technical aspects of the
projects of our Company. He holds a Bachelors degree in Chemical Engineering from the University of Andhra
Pradesh. He is also a Diploma holder in Business Management in the year 2004 from ICFAI. Mr. Srinivas has
over 23 years of experience in plant erection, commissioning and operations. Prior to joining this organization,
he has worked with organizations such as Adhunik Metaliks Limited, Bhushan Power & Steel Ltd, Chambal
Fertilisers & Chemicals Limited and Tata Chemicals Limited. Mr. Srinivas joined our Company on 2 December
2009 and is a permanent employee with us. His remuneration is Rs.19,00,000 per annum.
5. Mr. Manoj Kumar Sethia - Vice President – Accounts & MIS
Mr. Manoj Kumar Sethia is the Vice President (Accounts) of our Company. He is responsible for handling the
overall accounts and MIS functions including budgetary and cost control aspects of the Company. He is a
qualified Cost Accountant from the Institute of Cost & Works Accountants of India. He has over 20 years of
experience. Prior to joining our Company, he has worked with many reputed companies such as Sarda Plywood
Limited, Woolworth India Limited, Computech International Limited, Shree Raghupati Jute Mills & Shree Arun
Vanaspati Udyog Limited. In his employment with M/s Shree Arun Vanaspati Udyog Limited, he held the
position of the Chief Executive - Finance and Commerce. He joined our Company on 30 September 2008 and is
a permanent employee with us. His remuneration for the last financial year was Rs 11,30,000 per annum.
6. Mr. Rameshwar Prakash – Vice President – HR & IR
Mr. Rameshwar Prakash is the Vice President (HR & IR) of our Company. He is responsible for our HR
functions. He holds a degree of Masters in Arts in Personnel Management. He has experience in human
resources, training and development and consultancy. He has been associated with organizations like National
Thermal Power Corporation Limited, Confederation of Indian Industry, Lakshmi Precision Screws and HCMI
Education. He has undertaken consulting assignments and has been associated with various management
institutes and academic institutions. He joined our Company on 20 April 2010 and is a permanent employee
with us. His remuneration is Rs 18,00,000 per annum.
7. Mr. J.K.Trivedi - Vice President - Projects
Mr. J.K.Trivedi is the Vice President (Projects) of our Company. He is responsible for project related activities
of the Company. He holds a Bachelors degree in Civil Engineering from M.I.T.S., Jiwaji University, Gwalior.
He also holds a Masters degree in Engineering (Earthquake Engineering) in Structural Dynamics from I.I.T,
Roorkee. Prior to working in this organization, Mr. Trivedi has work experience of 22 years and has worked in
various other organizations such as Essel Infraprojects Limited and D.S. Construction Limited. He has joined
our Company on 22 February 2010 and is a permanent employee with us. His remuneration is Rs. 26,25,000 per
annum.
8. Mr. Raj Kumar Chandak - AVP – Operations
Mr. Raj Kumar Chandak is the assistant Vice President (Operations) of our Company. He is responsible for the
overall operations of the Company and the scope of his work encompasses project coordination, management of
resources and funds. He is a qualified Chartered and Cost Accountant, from the Institute of Chartered
Accountants of India and the Institute of Cost and Works Accountants of India. He specializes in corporate
auditing and management advisory services in the financial sector and has over 13 years of experience. Prior to
joining our Company, he has worked in companies such as Engo Tea India Limited, Crystal Cable Industries
115
Limited. Mr. Chandak joined our Company on 1 May 2008 and is a permanent employee with us. His
remuneration for the last financial year was Rs.12,00,000 per annum.
9. Mr. Sumit Surana - Company Secretary & DGM Legal
Mr. Sumit Surana is the Company Secretary and Deputy General Manager (Legal) of our Company. He is
responsible for supervising the entire secretarial and related legal activities of our Company. He holds a
Bachelors degree of Commerce. He also holds a Bachelors degree in Law and a Masters degree in Business
Administration. Mr. Surana is also a qualified Company Secretary from the Institute of Company Secretaries of
India. He has worked in companies such as Assam Company Limited and Shrachi group. Mr. Surana has about
7 years of work experience. He joined our Company on 1 January 2010 and is a permanent employee with us.
His remuneration is Rs. 5,40,000 per annum.
10. Mr.Tarun Kumar Jain - GM – Finance
Mr. Tarun Jain is the General Manager (Finance) of our Company. He is responsible for the supervision of the
accounts and finance activities of the Company. He is a qualified Chartered Accountant from the Institute of
Chartered Accountants of India. Prior to joining this organization, he has worked with various companies such
as Shyam Sel Limited, Kesoram Spun Pipes & Foundries Limited and Shyam Ferro Alloys Limited. He has over
5 years of extensive experience in the finance sector with specific focus in industrial finance. He joined our
Company on 1 August 2006 and is a permanent employee with us. His remuneration for the last financial year
was Rs.12,00,000 per annum.
11. Mr. Rana Ghosh - General Manager – Materials
Mr Rana Ghosh is the General Manager (Materials) of our Company. He is responsible for materials
management, equipment logistics and after sales service at different project sites. He holds a Bachelors degree
in Electrical Engineering from Regional Institute of Technology, Jamshedpur and also holds a Post Graduate
Diploma in Business Management from Indian Institute of Social Welfare and Business Management, Kolkata
in the year 1992. He has over 30 years of working experience and has worked in companies situated in India and
abroad, namely Statfield Equipment Private Limited, Godrej Boyce & Manufacturing Company Limited,
Tractors India Limited, Otobi Limited and Macneill Engineering Limited. In his last employment, he held the
position of the General Manager with Macneill Engineering Limited and handled portfolios of marketing and
production. His areas of interest include marketing, services, exports, purchase, production and administration.
He joined our Company on 1 March 2007 and is a permanent employee with us. He has 3 years and 4 months of
working experience in our Company. His remuneration for the last financial year was Rs. 7,09,200 per annum.
Nature of any family relationship between the Key Managerial Personnel
None of the Key Managerial Personnel are in any way related to each other.
Shareholding of Key Managerial Personnel
As on the date of this Draft Red Herring Prospectus, none of the Key Managerial Personnel hold any Equity
Shares in our Company.
ESOPs granted to our Key Managerial Personnel
Except as disclosed in the section titled „Capital Structure‟ on page 23 of this Draft Red Herring Prospectus,
there are no ESOPs granted to the Key Managerial Personnel of our Company.
Bonus or Profit sharing plan for the Key Managerial Personnel
There is no bonus or profit sharing plan for the key managerial personnel of our Company.
Changes in Key Managerial Personnel
The following are the changes in Key Managerial Personnel during the last three years:
116
Sr.
No.
Names Appointment /
Resignation Nature of Change
1. Mr. Sumit Surana
Company Secretary & DGM - Legal 1 January 2010 Appointment
2. Mr. A.K. Biswas
Vice President & Projects 6 January 2009 Appointment
3. Mr. A.K. Biswas
Vice President & Projects 31 December 2009 Resignation
4. Mr. Sunil Kumar Mall
Vice President – Materials 3 December 2009 Appointment
5. Mr. Sunil Kumar Mall
Vice President – Materials 11 May 2010 Resignation
6. Mr. P. Srinivas
Vice President – Technical 2 December 2009 Appointment
7. Mr. I. M. Choudhary
Vice President – HR & IR 14 November 2009 Appointment
8. Mr. I. M. Choudhary
Vice President – HR & IR 25 January 2010 Resignation
9.
Mr. B.U. Nair
Asst Vice President – Finance & Company
Secretary
15 March 2007 Appointment
10.
Mr. B.U. Nair
Asst Vice President – Finance & Company
Secretary
12 November 2009 Resignation
11. Mr. Chandan Kanti Chowdhury
Chief Operating Officer 12 October 2009 Appointment
12. Mr. Gautam Jain
Vice President – Technical 30 March 2009 Appointment
13. Mr. Gautam Jain
Vice President – Technical 12 October 2009 Resignation
14. Mr. R.K. Chakraborty
Vice President – Humar Resource 7 September 2008 Appointment
15. Mr. R.K. Chakraborty
Vice President – Humar Resource 19 September 2009 Resignation
16. Mr. Niloy Bhattacharya
Sr. Vice President – Infrastructure 01 July 2009 Appointment
17. Mr. Sumit Khetan
President – Finance & Commercial 6 August 2008 Appointment
18. Mr. Sumit Khetan
President – Finance & Commercial 11 April 2009 Resignation
19. Mr. Balaram Mukherjee
Vice President – Building & Roads 14 August 2008 Appointment
20. Mr. Balaram Mukherjee
Vice President – Building & Roads 12 February 2009 Resignation
21. Mr. Manoj Kumar Sethia
Vice President – Accounts & MIS 30 September 2008 Appointment
22. Mr. Pradip Sen
Sr. Vice President – Corporate Affairs 15 April 2007 Appointment
23. Mr. Pradip Sen
Sr. Vice President – Corporate Affairs 31 August 2008 Resignation
24. Mr. Pritish Chandra Bardhan
Associate Vice President – Operations 8 July 2008 Appointment
25. Mr. Pritish Chandra Bardhan
Associate Vice President – Operations 6 August 2008 Resignation
26. Mr. Aveek Panja
Vice President - Infraprojects 9 April 2007 Appointment
27. Mr. Aveek Panja
Vice President - Infraprojects 31 May 2008 Resignation
28. Mr. Krishna Kumar Chamaria 1 November 2007 Appointment
117
Sr.
No.
Names Appointment /
Resignation Nature of Change
Vice President – Finance & Strategy
29. Mr. Krishna Kumar Chamaria
Vice President – Finance & Strategy 5 January 2008 Resignation
30. Mr. Krishna Kumar Chamaria
Chief Financial Officer 1 February 2010 Appointment
31. Mr. Harish Kumar Kandoi
Sr. Vice President - Finance & Accounts 17 December 2007 Appointment
32. Mr. Harish Kumar Kandoi
Sr. Vice President - Finance & Accounts 17 February 2010 Resignation
33. Mr. S. Goswami
Vice President – Accounts & MIS 20 February 2007 Appointment
34. Mr. S. Goswami
Vice President – Accounts & MIS 11December 2007 Resignation
35. Mr. P.K. Ganguly
Vice President – Project 23 June 2007 Appointment
36. Mr. P.K. Ganguly
Vice President – Project 25 August 2007 Resignation
37. Mr. J.K. Trivedi
Vice President - Project 22 February 2010 Appointment
38. Mr. Raj Kumar Chandak
Assistant Vice President – Operations 1 May 2008 Appointment
39. Mr. R. Prakash
Vice President – HR & IR 20 April 2010 Appointment
Payment or benefit to officers of the company (non salary related)
Except as stated in this Draft Red Herring Prospectus, no amount or benefit has been paid or given or is
intended to be paid or given during the preceding two years to any of its officers except for the normal
remuneration paid to Directors, officers or employees since the incorporation of the Company.
118
MANAGEMENT STRUCTURE OF OUR COMPANY
Board of Directors
Chairman
Vice Chairman & MD
CFO COO
Company Secretary
& DGM - Legal
Sr. VP -
Infrastructure
VP-
Accounts & MIS
VP -
Projects
AVP -
Operations
VP -
Technical VP – HR &
IR
GM -
Materials
GM -
Finance
119
OUR PROMOTERS AND GROUP COMPANIES
Our Promoters
Mr. Mannoj Kumar Jain, Ms. Rekha Mannoj Jain, Smriti Food Park Private Limited, Tushita Builders Private
Limited and Prakash Endeavours Private Limited are the Promoters of our Company.
a. Mr. Mannoj Kumar Jain
Mr. Mannoj Kumar Jain, age 36 years, is Executive Director and Chairman of Our
Company. For further details, see “Our Management” on page 107 of this Draft
Red Herring Prospectus. His driving license number 20200525094 and his
passport number is H1953756.
Address: 7, Iron Side Road, Kolkata - 700019, West Bengal
b. Ms. Rekha Mannoj Jain
Ms. Rekha Mannoj Jain, age 33 years. Her permanent account number is
ACQPJ8875J and her passport number is H1953741.
Address: 7, Iron Side Road, Kolkata - 700019, West Bengal
We confirm that the permanent account number, bank account number, and passport number of Mr. Mannoj
Kumar Jain and Ms. Rekha Mannoj Jain has been submitted to BSE and NSE at the time of filing the Draft Red
Herring Prospectus with them.
c. Smriti Food Park Private Limited (“SFPPL”)
SFPPL, having CIN U15400WB2001PTC093665, was incorporated on 31 August 2001 under the Companies
Act, 1956. SFPPL has its registered office situated at Pratap Market, Sevoke Road, Siliguri – 734 401, India.
The promoters of SFPPL are Mr. Mannoj Kumar Jain and Ms. Rekha Mannoj Jain.
Principal Business of SFPPL
SFPPL has been formed primarily to manufacture, produce, process, prepare, crush grind, preserve, freeze,
distillate, boil all kinds of fruits, vegetables, packed foods, powders etc.
Board of Directors of SFPPL as 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 20 September 2002
Ms. Rekha Mannoj Jain 33 Director 27 March 2004
Shareholding Pattern of SFPPL as of 31 May 2010
120
Name of Shareholders No. of Shares %
Mannoj Kumar Jain 246400 23.07
Rekha Mannoj Jain 75000 7.02
Jain Coke & Power Private Limited 70000 6.55
Jain Heavy Industries Private Limited 26000 2.43
Jain Technologies Private Limited 16000 1.50
Prakash Vanijya Private Limited 80000 7.49
Prakash Petrochemicals Private Limited 70000 6.55
Suraj Jain 4800 0.45
Janki Devi Jain 4000 0.37
Citiwings Highrise Private Limited 70000 6.55
Tushita Developers Private Limited 96000 8.99
Muladhar Developers Private Limited 70000 6.55
Sonata Construction Private Limited 86000 8.05
Vishuddhi Developers Private Limited 73700 6.90
Maroon Developers Private Limited 80300 7.52
Total 1068200 100.00
Financial Performance:
(Rs. in Lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital 99.82 99.82 99.82
Share Application Money 160.19 165.19 70.00
Reserves & Surplus (excluding revaluation reserves) 524.04 523.57 601.72
Sales - - -
Other Income 68.50 - 78.30
Profit After Tax 68.29 -0.47 78.16
Earning Per Share (Rs.) 6.84 -0.05 7.83
Book Value (Rs.) * 78.55 79.00 77.29 *Share application money has also been considered for the calculation of Book Value.
Promise vs. Performance
SFPPL has not made any public or rights issue since its inception.
Other Information
SFPPL is not listed on any Stock Exchange in India. SFPPL is neither a sick industrial company within the
meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
We confirm that the permanent account number, bank account number, company registration number and the
address of the Registrar of Companies where SFPPL is registered have been submitted to BSE and NSE at the
time of filing the Draft Red Herring Prospectus.
d. Tushita Builders Private Limited (“Tushita”)
Tushita, having CIN U70101WB2004PTC098891, was incorporated on 18 June 2004 under the Companies Act,
1956. The registered office of Tushita at the time of incorporation was Pratap Market, Sevoke Road, Siliguri –
734 401 and the same has been changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-
700017, India with effect from 3 July 2006. The promoters of Tushita are listed below under the head
“Shareholding Pattern of Tushita”.
Principal Business of Tushita
The company is in the business of acquiring land, building or any rights over building sites. The company
carries on the business of a contractor, builder, developer, sub contractor for setting up of all types of projects,
121
facilities to construct project facilities, industrial facilities including roads, bridges, highways, roadways,
buildings, dams, rural water supply systems, airports, seaports, industrial plants and other related projects.
Board of Directors of Tushita as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 18 June 2004
Ms. Rekha Mannoj Jain 33 Director 18 June 2004
Shareholding Pattern of Tushita as of 31 May 2010
Name of Shareholders No. of Shares %
Mannoj Kumar Jain 117000 8.82
Manoj Kumar Jain & Sons HUF 144000 10.86
Rekha Mannoj Jain 10500 0.79
Prakash Endeavours Private Limited 130000 9.80
Jain Technologies Private Limited 100000 7.54
Prakash Vanijya Private Limited 110000 8.29
Vishuddhi Developers Private Limited 75000 5.65
Suave Construction Private Limited 72000 5.43
Swift Abhasan Private Limited 120000 9.05
Citiwings Highrise Private Limited 100000 7.54
Tushita Developers Private Limited 107000 8.07
Jain Coke & Power Private Limited 116000 8.74
Legacy Tower Private Limited 125000 9.42
Total 1326500 100.00
Financial Performance
(Rs. In Lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital 116.60 116.60 116.60
Share Application Money 318.00 328.10 324.10
Reserves & Surplus (excluding revaluation reserves) 577.25 580.39 542.39
Sales 1836.04 485.29 -
Other Income 6.48 18.33 54.54
Profit After Tax 62.86 3.14 -38.00
Earning Per Share (Rs.) 6.20 0.27 -3.26
Book Value (Rs.) * 86.66 87.87 84.31 *Share application money has also been considered for the calculation of Book Value.
Promise vs. Performance
Tushita has not made any public or rights issue since its inception.
Other Information
Tushita is not listed on any Stock Exchange in India. Tushita is neither a sick industrial company within the
meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
We confirm that the permanent account number, bank account number, company registration number and the
address of the Registrar of Companies where Tushita is registered have been submitted to BSE and NSE at the
time of filing the Draft Red Herring Prospectus with them.
e. Prakash Endeavours Private Limited (“PEPL”)
PEPL, having CIN U45201WB2003PTC095769, was incorporated on 10 February 2003 under the Companies
Act, 1956. PEPL has its registered office situated at Pratap Market, Sevoke Road, Siliguri–734 401, India. The
promoters of PEPL are listed below under the head “Shareholding Pattern of PEPL”.
122
Principal Business of PEPL
The company has been formed mainly to carry on the business of builders, promoters and developers of lands,
building sites, townships, residential building, ownership flats, etc.
Board of Directors of PEPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 10 February 2003
Ms. Rekha Mannoj Jain 33 Executive Director 10 February 2003
Mr. Debashis Guha 48 Director 11 November 2009
Shareholding Pattern of PEPL as of 31 May 2010
Name of Shareholder No. of Shares %
Manoj Kumar Jain & Sons HUF 14000 1.25
Mannoj Kumar Jain 113000 10.09
Rekha Mannoj Jain 59000 5.27
Suraj Jain 18000 1.61
Tushita Builders Private Limited 251020 22.41
Jain Heavy Industries Private Limited 100000 8.93
Jain Coke & Power Private Limited 100000 8.93
Quantum Nirman Private Limited 100000 8.93
Maroon Developers Private Limited 100000 8.93
Dynamic Buildcon Private Limited 35000 3.12
Jain Technologies Private Limited 30000 2.68
Prakash Petrochemicals Private Limited 90000 8.03
Prakash Vanijya Private Limited 106000 9.47
Raj Kumar Chandak 4000 0.36
Total 1120020 100.00
Financial Performance
Particulars
For the Financial Year ended 31st
March
2007 2008 2009
Equity Share Capital 68.50 68.50 68.50
Share Application Money 64.00 92.00 450.00
Reserves & Surplus (excluding revaluation reserves) 249.51 210.01 210.01
Sales 0.00 0.00 0.00
Other Income 38.77 16.76 33.94
Profit After Tax 11.51 (63.77) (58.84)
Earning Per Share (Rs.) 2.98 (9.31) (8.59)
Book Value (Rs.) * 55.77 50.54 94.22 *Share application money has also been considered for the calculation of Book Value.
Promise vs. Performance
PEPL has not made any public or rights issue since its inception.
Other Information
PEPL is not listed on any Stock Exchange in India. PEPL is neither a sick industrial company within the
meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
123
We confirm that the permanent account number, bank account number, company registration number and the
address of the Registrar of Companies where PEPL is registered have been submitted to BSE and NSE at the
time of filing the Draft Red Herring Prospectus with them.
124
GROUP COMPANIES
1. Jain Steel and Power Limited (“JSPL”)
JSPL was originally incorporated as a private limited company on 25 May 2004 under the Companies Act with
the name Jain Sponge Private Limited vide Certificate of Incorporation issued by the Registrar of Companies
located at Kolkata, West Bengal. The name of the company was subsequently changed to Jain Steel and Power
Private Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, Kolkata, West
Bengal on 21 March 2005. Further, on 15 June 2005, with the approval of the Registrar of Companies located at
Kolkata, West Bengal, the company was converted into a public company and and fresh certificate of
incorporation was issued by the Registrar of Companies located at Kolkata, West Bengal. The registered office
of JSPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata – 700 017. The CIN of
the company is U27102WB2004PLC098638.
Principal Business of JSPL
The principal business of JSPL is to set up various categories of plants and to carry on the business of
manufacturers, producers, engineers, forgers, makers and otherwise for the manufacturing producing, extracting,
treating or processing all types of steels, sponge iron, ferro alloys and other such products, and metal goods and
any other by products which will be obtained in the process of manufacturing the above.
Board of Directors of JSPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Managing Director 25 May 2004
Ms. Rekha Mannoj Jain 33 Director 25 May 2004
Mr. Ashok Kumar Chadha 60 Director 29 June 2009
Shareholding Pattern of JSPL as of 31 May 2010
Name of Shareholders No. of Shares %
Mannoj Kumar Jain 10000 0.20
Rekha Mannoj Jain 10000 0.20
Jain Heavy Industries Private Limited 924000 18.48
Tushita Builders Private Limited 1839000 36.78
Jain Technologies Private Limited 1247000 24.94
Prakash Endeavours Private Limited 487500 9.75
Smriti Food Park Private Limited 482500 9.65
Total 5000000 100.00
Financial Performance
(Rs. in lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital 411.73 500.00 500.00
Share Application Money - - -
Reserves & Surplus (excluding revaluation reserves) 1640.92 1994.00 1,994.00
Sales - - -
Other Income - - -
Profit After Tax - - -
Earning Per Share (Rs.) - - -
Book Value (Rs.) 49.77 49.81 49.81
JSPL is not listed on any Stock Exchange. JSPL is neither a Sick Industrial Company within the meaning of the
Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
2. Prakash Petrochemicals Private Limited (“PPPL”)
125
PPPL was originally incorporated as a public company on 29 September 2004 under the Companies Act, 1956
with the name Prakash Petrochemicals Limited vide Certificate of Incorporation issued by the Registrar of
Companies located at Kolkata, West Bengal. Thereafter, the company got converted into a private company
after obtaining a written consent from the Central Government to that effect. Subsequently, the name of the
company was changed from Prakash Petrochemicals Limited to Prakash Petrochemicals Private Limited and a
fresh certificate of incorporation was obtained from the Registrar of Companies located at West Bengal, Kolkata
on 19 March 2009. The registered office of PPPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare
Sarani, Kolkata-700017. The CIN of the company is U23209WB2004PTC099988.
Principal Business of PPPL
PPPL carries on the business as manufacturers, producers, processors, makers, refiners, distillers, blenders,
inventors, importers, exporters, traders, retailers, wholesalers, suppliers, packers, movers, preservers, stockists,
agents sub agents, merchants, brokers or otherwise deal in petroleum and petro chemicals and other chemicals
and any products, by products or derivatives thereof.
Board of Directors of PPPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 29 September 2004
Ms. Rekha Mannoj Jain 33 Director 29 September 2004
Shareholding Pattern of PPPL as of 31 May 2010
Name of Shareholder No. of Shares %
Mannoj Kumar Jain 25100 6.78
Rekha Mannoj Jain 24500 6.62
Jain Heavy Industries Private Limited 33300 9.00
Neptune Plaza Maker Private Limited 26700 7.22
Prakash Endeavours Private Limited 25000 6.76
Prakash Vanijya Private Limited 33300 9.00
Smriti Food Park Private Limited 33300 9.00
Trinity Nirman Private Limited 30000 8.11
Jain Coke & Power Private Limited 36700 9.92
Jain Technologies Private Limited 6700 1.81
Dynamic Buildcon Private Limited 20000 5.41
Citiwings Highrise Private Limited 30000 8.11
Suave Construction Private Limited 25000 6.76
Swift Abhasan Private Limited 20000 5.41
Dipak Das 100 0.03
Lalit Soni 100 0.03
Raj Kumar Chandak 100 0.03
Sumit Goenka 100 0.03
Total 370000 100.00
Financial Performance (Rs. in lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital 37.00 37.00 37.00
Share Application Money - - -
Reserves & Surplus (excluding revaluation reserves) 128.00 128.00 129.32
Sales - - -
Other Income - - 3.00
Profit After Tax (0.26) (0.24) 2.77
Earning Per Share (Rs.) (0.07) (0.07) 0.36
126
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Book Value (Rs.) 44.21 44.16 44.93
PPPL is not listed on any Stock Exchange. PPPL is neither a Sick Industrial Company within the meaning of the
Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
3. Prakash Vanijya Private Limited (“PVPL”)
PVPL was originally incorporated as a private limited company on 17 June 2004 under the Companies Act,
1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal
The registered office of PVPL at the time of incorporation was Pratap Market, Sevoke Road, Silliguri – 734 401
and the same has been changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata – 700 017,
India with effect from 3 July 2006. The CIN of the PVPL is U36999WB2004PTC098870.
Principal Business of PVPL
PVPL has been formed primarily to carry on all or any business as exporters, importers, buyers, sellers, traders
of grain, oil, cement, all types of building material, wooden items, electrical cables, switchgears, jute products,
textiles, paper and stationery, sports goods, electronic products, sanitary ware, fruits, nuts, tea, coffee etc.
Board of Directors of PVPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 17 June 2004
Ms. Rekha Mannoj Jain 33 Director 17 June 2004
Mr. Raju Ghosh 28 Director 5 October 2009
Mr. Sujit Sarkar 57 Director 5 October 2009
Mr. Sunil Kumar Singh 34 Director 5 October 2009
Shareholding Pattern of PVPL as of 31 May 2010
Name of Shareholder No. of Shares %
Mannoj Kumar Jain 10000 0.57
Rekha Mannoj Jain 20000 1.14
Jain Coke & Power Private Limited 160000 9.09
Neptune Plaza Maker Private Limited 123000 6.98
Prakash Endeavours Private Limited 165000 9.37
Jain Technologies Private Limited 160000 9.09
Jain Heavy Industries Private Limited 106000 6.02
Prakash Petrochemicals Private Limited 100000 5.68
Trinity Nirman Private Limited 100000 5.68
Dynamic Buildcon Private Limited 170000 9.65
Suave Construction Private Limited 167000 9.48
Swift Abhasan Private Limited 130000 7.38
Seven Heaven Infrastructure Private Limited 150000 8.52
Citiwings Highrise Private Limited 150000 8.52
Quantum Nirman Private Limited 50000 2.84
Total 1761000 100.00
Financial Performance
(Rs. in lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital 131.60 131.60 131.60
Share Application Money 0.00 20.00 445.00
127
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Reserves & Surplus (excluding revaluation reserves) 518.40 518.40 518.40
Sales 0.01 0.00 0.00
Other Income - - -
Profit After Tax (0.94) (1.27) (1.00)
Earning Per Share (Rs.) (0.09) (0.10) (0.08)
Book Value (Rs.) * 49.16 50.62 82.87 *Share application money has also been considered for the calculation of Book Value. PVPL is not listed on any Stock Exchange. PVPL is neither a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
4. Jain Space Infra Venture Limited (“JSIVL”)
JSIVL was originally incorporated as a public company on 3 January 2007 with the name Jain Infra Venture
Limited vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West
Bengal. The name of company was subsequently changed from Jain Infra Venture Limited to Jain Space Infra
Venture Limited with the approval of the Central Government and a fresh certificate of incorporation was issued
by the Registrar of Companies, located at West Bengal, Kolkata on 25 June 2008. The registered office of
JSIVL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata – 700 017. The CIN of the
company is U45200WB2007PLC112388.
Principal Business of JSIVL
JSIVL has been formed to primarily acquire, operate or develop land, building or other estate. The same may
include the development of building sites by constructing, altering, improving, decorating, furnishing etc. hotels,
multiplex complexes, shopping malls, houses, restaurants, markets, shops etc. and conveniences of all kinds by
leasing, hiring other properties whether belonging to JSIVL or not, and providing services at the same.
Board of directors of JSIVL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 3 January 2007
Ms. Rekha Mannoj Jain 33 Director 3 January 2007
Mr Piyush Kumar Bhagat 51 Director 10 May 2008
Mr. Binod Chand Kankaria 54 Director 10 May 2008
Shareholding Pattern of JSIVL as of 31 May 2010
Name of Shareholder No. of Shares %
Mannoj Kumar Jain 12500 25.00
Rekha Mannoj Jain 12000 24.00
Raj Kumar Chandak 100 0.20
Debasish Guha 100 0.20
Sumit Goenka 100 0.20
Dipak Das 100 0.20
Binod Chand Kankaria 780 1.56
Chandrakant Kankaria 780 1.56
Sandeep Kankaria 780 1.56
Aditya Kumar Kankaria 785 1.57
Gaurav Kankaria 1560 3.12
Harsh Kankaria 1565 3.13
Kanta Devi Chordia 2000 4.00
Prassan Kumar Chordia 2125 4.25
Manisha Chordia 2125 4.25
Manoj Kumar Bhagat 2000 4.00
Piyush Kumar Bhagat 2000 4.00
Anuradha Bhagat 1000 2.00
128
Name of Shareholder No. of Shares %
Vandana Bhagat 1000 2.00
Amritansh Bhagat 1500 3.00
Anant Bhagat 1500 3.00
Manoj Kumar Bhagat (HUF) 1500 3.00
Piyush Kumar Bhagat (HUF) 2000 4.00
Prakash Endeavours Private Limited 100 0.20
Total 50000 100.00
Financial Performance
(Rs. in lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital 5.00 5.00 5.00
Share Application Money 0.00 60.00 10.00
Reserves & Surplus (excluding revaluation reserves) - - -
Sales - - -
Other Income - - -
Profit After Tax - - -
Earning Per Share (Rs.) - - -
Book Value (Rs.) * 9.87 129.40 29.52 *Share application money has also been considered for the calculation of Book Value.
JSIVL has not commenced commercial production as on 31 March 2009. JSIVL is not listed on any Stock
Exchange. JSIVL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies
(Special Provisions) Act, 1995 nor is under winding up.
5. Jain Infra Developers Private Limited (“JIDPL”)
JIDPL was originally incorporated as a public company on 3 January 2007 under the Companies Act, 1956 vide
Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal under the
name Jain Infra Developers Limited. Thereafter, the company got converted into a private company after
obtaining a written consent from the Central Government to that effect. Subsequently, the name of the company
was changed from Jain Infra Developers Limited to Jain Infra Developers Private Limited and a fresh certificate
of incorporation was issued by theRegistrar of Companies, Kolkata, West Bengal on 19 March 2009. The
registered office of JIDPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700
017. The CIN of the company is U45200WB2007PTC112386.
Principal Business of JIDPL
To carry on the business to acquire, operate or develop land, building or other estate. The same may include the
development of building sites by constructing, altering, improving, decorating, furnishing etc. hotels, multiplex
complexes, shopping malls, houses, restaurants, markets, shops etc. and conveniences of all kinds by leasing,
hiring other properties whether belonging to the Company or not, and providing services at the same.
Board of directors of JIDPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 3 January 2007
Ms. Rekha Mannoj Jain 33 Director 3 January 2007
Shareholding Pattern of JIDPL as of 31 May 2010
Name of Shareholders No. of Shares %
Mannoj Kumar Jain 25100 50.20
Rekha Mannoj Jain 24500 49.00
Debasish Guha 100 0.20
Raj Kumar Chandak 100 0.20
129
Sumit Goenka 100 0.20
Dipak Das 100 0.20
Total 50000 100.00
Financial Performance
(Rs. in lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital 5.00 5.00 5.00
Share Application Money - - -
Reserves & Surplus (excluding revaluation reserves) - - -
Sales - - -
Other Income - - -
Profit After Tax - - (0.23)
Earning Per Share (Rs.) - - (0.46)
Book Value (Rs.) 9.40 9.40 9.05
JIDPL is not listed on any Stock Exchange. JIDPL is neither a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
6. Jain Energy Limited (“JEL”)
JEL was originally incorporated as a public company on 5 November 2004 under the Companies Act, 1956 vide
Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The
registered office of JEL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017.
The CIN of the company is U40101WB2004PLC100325.
Principal Business of JEL
To generate, accumulate, transmit or transact electricity power or other energy from conventional/ non
conventional energy sources on a commercial basis and to lay down the infrastructure, and to manage, own or
operate plants in relation to the same. To carry on in India or elsewhere, such business or otherwise deal in
electric power generated from any source. To trade in power and other related operations, and to acquire
concessions, facilities or licenses from the proper authorities for the performance of the above functions.
Board of Directors of JEL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 5 November 2004
Ms. Rekha Mannoj Jain 33 Director 5 November 2004
Mr. Shashi Kumar 64 Director 1 September 2008
Mr. Ashok Kumar Chadha (Managing Director) 60 Director 26 June 2009
Shareholding Pattern of JEL as of 31 May 2010
Name of Shareholders No. of Shares %
Sonata Construction Pvt. Ltd. 2937000 10.13
Maroon Developers Pvt. Ltd. 2850000 9.83
Prakash Petrochemicals Pvt. Ltd. 2506850 8.64
Manoj Kumar Jain & Sons (HUF) 2500000 8.62
Quantum Nirman Pvt. Ltd. 2466300 8.50
Trinity Nirman Pvt. Ltd. 2291700 7.90
Jain Coke & Power Pvt. Ltd. 2234200 7.70
Prakash Vanijya Pvt. Ltd. 2200000 7.58
Macro Tower Pvt. Ltd. 2099700 7.24
Jain Heavy Industries Pvt. Ltd. 2000000 6.90
Tushita Builders Pvt. Ltd. 1939000 6.68
Prakash Endeavours Pvt. Ltd. 1508300 5.20
130
Name of Shareholders No. of Shares %
Smriti Food Park Pvt. Ltd. 500000 1.72
Mannoj Kumar Jain 491300 1.69
Rekha Mannoj Jain 423500 1.46
Jain Technologies Pvt. Ltd. 39000 0.13
D. K. Enterprise 17000 0.06
Mannoj Kumar Jain 500 0.002
Debashis Guha 300 0.001
Dipak Das 300 0.001
Lalit Soni 300 0.001
Sumit Goenka 300 0.001
Total 29005550 100.0000
Financial Performance
(Rs. in lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital 19.00 117.70 353.10
Share Application Money 333.00 8.00 432.35
Reserves & Surplus (excluding revaluation reserves) 56.00 450.80 215.40
Sales - - -
Other Income - - -
Profit After Tax - - -
Earning Per Share (Rs.) - - -
Book Value (Rs.) * 214.29 48.91 28.32 *Share application money has also been considered for the calculation of Book Value.
JEL has not commenced commercial production as on 31 March 2009. JEL is not listed on any Stock Exchange.
JEL is neither a Sick Industrial Company within the meaning of the Sick Industrial Companies (Special
Provisions) Act, 1995 nor is under winding up.
7. Jain Coke & Power Private Limited (“JCPPL”)
JCPPL was originally incorporated as a public company on 29 September 2004 under the Companies Act, 1956
with the name Jain Coke & Power Limited vide Certificate of Incorporation issued by the Registrar of
Companies located at Kolkata, West Bengal. Thereafter, the company got converted into a private company
after obtaining a written consent from the Central Government to that effect. Consequently, the name of the
company was changed from Jain Coke & Power Limited to Jain Coke & Power Private Limited and a fresh
certificate of incorporation was obtained from Registrar of Companies located at, Kolkata West Bengal on 12
March 2009. The registered office of JCPPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare
Sarani, Kolkata-700 017. The CIN of the company is U23109WB2004PTC099987.
Principal Business of JCPPL
To generate, accumulate, transmit or transact electricity power or other energy from conventional/ non
conventional energy sources on a commercial basis and to lay down the infrastructure, and to manage, own or
operate plants in relation to the same. To carry on in India or elsewhere, such business or otherwise deal in
electric power generated from any source. To trade in power and other related operations, and to acquire
concessions, facilities or licenses from the proper authorities for the performance of the above functions.
Board of Directors of JCPPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 29 September 2004
Ms. Rekha Mannoj Jain 33 Director 29 September 2004
Shareholding Pattern of JCPPL as of 31 May 2010
Name of Shareholders No. of Shares %
131
Mannoj Kumar Jain 25100 4.63
Rekha Mannoj Jain 24500 4.52
Prakash Vanijya Private Limited 42000 7.75
Prakash Endeavours Private Limited 40000 7.38
Prakash Petrochemicals Private Limited 51760 9.55
Smriti Food Park Private Limited 50000 9.23
Trinity Nirman Private Limited 40000 7.38
Citiwings Highrise Private Limited 90000 16.61
Jain Technologies Private Limited 38240 7.06
Jain Heavy Industries Private Limited 40000 7.38
Swift Abhasan Private Limited 50000 9.23
Legacy Tower Private Limited 50000 9.23
Dipak Das 100 0.02
Lalit Soni 100 0.02
Raj Kumar Chandak 100 0.02
Sumit Goenka 100 0.02
Total 542000 100.00
Financial Performance
(Rs. in lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital 54.20 54.20 54.20
Share Application Money - - -
Reserves & Surplus (excluding revaluation reserves) 196.80 196.80 197.68
Sales - - -
Other Income - - 3.00
Profit After Tax (0.33) (0.30) 2.72
Earning Per Share (Rs.) (0.06) (0.06) 0.50
Book Value (Rs.) 45.95 45.92 46.45
JCPPL is not listed on any Stock Exchange. JCPPL is neither a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
8. Bengal Infrastructure Development Private Limited (“BIDPL”)
BIDPL was originally incorporated as a public company on 27 December 2005 under the Companies Act, 1956
with the name Bengal Infrastructure Development Limited vide Certificate of Incorporation issued by the
Registrar of Companies, located at Kolkata, West Bengal, Thereafter, the company got converted into a private
company after obtaining a written consent from the Central Government to that effect. Consequently, the name
of the company was changed from Bengal Infrastructure Development Limited to Bengal Infrastructure
Development Private Limited and a fresh certificate of incorporation was obtained from Registrar of Companies
located at Kolkata, West Bengal on 9 March 2009. The registered office of BIDPL is located at Pratap Market,
Sevoke Road, Siliguri - 734 401. The CIN of the company is U45400WB2005PTC106917.
Principal Business of BIDPL
To carry on the business of real estate developers, builders, promoters, architects and take up the work of
construction of buildings, offices, houses, townships, power projects, turn key projects, interior decoration, etc
and carry on real estate business and construction business by purchase, lease exchange, invest deal hire, or act
as brokers and agents of any tenure or description and any estate or interest therein.
Board of directors of BIDPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 27 December 2005
Ms. Rekha Mannoj Jain 33 Director 27 December 2005
132
Shareholding Pattern of BIDPL as of 31 May 2010
Name of Shareholders No. of Shares %
Mannoj Kumar Jain 47600 38.11
Smriti Food Park Private Limited 10000 8.01
Prakash Endeavours Private Limited 5000 4.00
Rekha Mannoj Jain 2000 1.60
Jain Technologies Private Limited 10000 8.01
Citiwings Highrise Private Limited 5000 4.00
Jain Heavy Industries Private Limited 10000 8.01
Jain Coke & Power Private Limited 10000 8.01
Dynamic Buildcon Private Limited 10000 8.01
Maroon Deveopers Private Limited 10000 8.01
Sumit Goenka 100 0.08
Debasish Guha 100 0.08
Lalit Soni 100 0.08
Raj Kumar Chandak 5000 4.00
Total 124900 100.00
Financial Performance
(Rs. in lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital 6.99 6.99 6.99
Share Application Money 0.00 55.00 55.00
Reserves & Surplus (excluding revaluation reserves) - - -
Sales - - -
Other Income - - -
Profit After Tax - - -
Earning Per Share (Rs.) - - -
Book Value (Rs.) * 3.40 82.09 82.09 *Share application money has also been considered for the calculation of Book Value.
BIDPL is not listed on any Stock Exchange. BIDPL is neither a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
9. MK Media Private Limited (“MKMPL”)
MKMPL was originally incorporated as a private limited company on 7 April 2008 under the Companies Act,
1956 vide Certificate of Incorporation issued by the Registrar of Companies located at Kolkata, West Bengal
The registered office of MKMPL is located at “Premlata Building”, 4th
Floor, 39, Shakespeare Sarani, Kolkata-
700 017. The CIN of the company is U22300WB2008PTC124791.
Principal Business of MKMPL
To carry on the business of broadcasting, telecasting, remote censoring, audio-visualising games, films, drama,
theatre, etc; advertising, advertisement contractors/designers, of exhibitions, seminars or dealers in picture, art
works, paintings; advertising printing, circulating of newspapers, magazines, books, calendars, and sell
advertising time or space on any radio station, television centre, internet, etc.
Board of directors of MKMPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 7 April 2008
Mr. Debashis Guha 48 Director 21 February 2009
Mr. Binit Tainani 32 Director 12 October 2009
Mr. Sujit Sarkar 57 Director 12 October 2009
Mr. Sourin Ghosh 34 Director 12 October 2009
133
Shareholding Pattern of MKMPL as of 31 May 2010
Name of Shareholders No. of Shares %
Mannoj Kumar Jain 2926500 74.29
Rekha Mannoj Jain 1013000 25.71
Total 3939500 100.00
Financial Performance
(Rs. in lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital N.A N.A 333.95
Share Application Money N.A N.A -
Reserves & Surplus (excluding revaluation reserves) N.A N.A -
Sales N.A N.A 6.15
Other Income N.A N.A -
Profit After Tax N.A N.A (10.69)
Earning Per Share (Rs.) N.A N.A (0.32)
Book Value (Rs.) N.A N.A 9.59
MKMPL is not listed on any Stock Exchange. MKMPL is neither a Sick Industrial Company within the
meaning of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
10. Jain Technologies Private Limited (“JTPL”)
JTPL was originally incorporated as a private limited company on 28 June 2004, under the Companies Act,1956
with the name Tushita Technologies Private Limited vide Certificate of Incorporation issued by the Registrar of
Companies, located at Kolkata, West Bengal. The name of the company was subsequently changed from
Tushita Technologies Private Limited to Jain Technologies Private Limited with the approval of the Central
Government and a fresh certificate of incorporation was issued by the Registrar of Companies, located at,
Kolkata, West Bengal on 28 November 2008. The registered office at the time of incorporation was Pratap
Market, Sevoke Road, Siliguri – 734 401, which was changed to “Premlata Building”, 5th Floor, 39,
Shakespeare Sarani, Kolkata - 700 017 with effect from 3 July 2006. The CIN of the company is
U72200WB2004PTC098978.
Principal Business of JTPL
To carry on the business of to design, develop, manufacture computers and peripheral equipment and purchase,
sell, hire lease and maintain communications systems and aids of all kind of machinery and electronic devices
and carry on the business of computer bureau and to computer consultants and any other kind of service of
facility relating to computers and computer programming.
Board of directors of JTPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 28 June 2004
Ms. Rekha Mannoj Jain 33 Director 28 June 2004
Mr. Raju Ghosh 28 Director 6 October 2008
Mr. Sujit Sarkar 57 Director 6 October 2008
Mr. Binit Tainani 32 Director 6 October 2008
Shareholding Pattern of JTPL as of 31 May 2010
Name of Shareholders No. of Shares %
Mannoj Kumar Jain 10000 1.10
Rekha Mannoj Jain 10000 1.10
Prakash Petrochemicals Private Limited 80000 8.82
Jain Coke & Power Private Limited 80000 8.82
134
Neptune Plaza Maker Private Limited 50000 5.51
Prakash Endeavours Private Limited 80000 8.82
Prakash Vanijya Private Limited 40000 4.41
Smriti Food Park Private Limited 77000 8.49
Trinity Nirman Private Limited 40000 4.41
Citiwings Highrise Private Limited 60000 6.62
Dynamic Buildcon Private Limited 60000 6.62
Sonata Construction Private Limited 70000 7.72
Quantum Nirman Private Limited 70000 7.72
Swift Abhasan Private Limited 40000 4.41
Sanjha Ghar Nirmaan Private Limited 60000 6.62
Jain Heavy Industries Private Limited 80000 8.82
Total 907000 100.00
Financial Performance
(Rs. in lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital 84.70 84.70 84.70
Share Application Money 171.00 181.00 170.00
Reserves & Surplus (excluding revaluation reserves) 330.80 330.80 330.80
Sales - - -
Other Income - - -
Profit After Tax (0.51) (18.92) (0.49)
Earning Per Share (Rs.) (0.06) (2.23) (0.06)
Book Value (Rs.) * 68.99 67.97 66.66 *Share application money has also been considered for the calculation of Book Value.
JTPL is not listed on any Stock Exchange. JTPL is neither a Sick Industrial Company within the meaning of the
Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
11. Jain Heavy Industries Private Limited (“JHIPL”)
JHIPL was originally incorporated as a private limited company on 17 June 2004 under the Companies
Act,1956 with the name Tushita Heavy Industries Private Limited vide Certificate of Incorporation issued by the
Registrar of Companies, located at Kolkata, West Bengal. The name of the company was changed from Tushita
Heavy Industries Private Limited to Jain Heavy Industries Private Limited and a fresh certificate of
incorporation was issued bt the Registrar of Companies, located at West Bengal, Kolkata on 28 November
2008. The registered office at the time of incorporation was Pratap Market, Sevoke Road, Siliguri – 734 401,
which was changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017 with effect
from 3 July 2006. The CIN of the company is U29199WB2004PTC098869.
Principal Business of JHIPL
To carry on the business as manufacturers, producers, processors, buyers, sellers, retailers, inventors, jobbers,
brokers, packers, movers, consignor or otherwise deal in machine used in heavy industries, automobile parts,
industrial mining, agricultural and other machines and all types of tools, plants, equipment, instruments, general
fittings and appliances of all description of alloy, glass, etc.
Board of directors of JHIPL as of 31 May 2010
Name Age Position Director
Since
Mr. Mannoj Kumar Jain 36 Director 17 June 2004
Ms. Rekha Mannoj Jain 33 Director 17 June 2004
Shareholding Pattern of JHIPL as of 31 May 2010
135
Name of Shareholders No. of Shares %
Mannoj Kumar Jain 10000 0.99
Rekha Mannoj Jain 10000 0.99
Jain Coke & Power Private Limited 91300 9.00
Neptune Plaza Maker Private Limited 68000 6.71
Prakash Endeavours Private Limited 86700 8.55
Prakash Vanijya Private Limited 80000 7.89
Smriti Food Park Private Limited 60000 5.92
Prakash Petrochemicals Private Limited 40000 3.94
Jain Technologies Private Limited 80000 7.89
Citiwings Highrise Private Limited 80000 7.89
Dynamic Buildcon Private Limited 140000 13.81
Maroon Developers Private Limited 80000 7.89
Suave Construction Private Limited 90000 8.88
Swift Awasan Private Limited 40000 3.94
Tushita Builders Private Limited 58000 5.72
Total 1014000 100.00
Financial Performance
(Rs. in lacs)
Particulars
For the Financial Year ended 31st
March
2007 2008 2009
Equity Share Capital 95.60 95.60 95.60
Share Application Money 58.00 62.00 58.00
Reserves & Surplus (excluding revaluation reserves) 374.40 374.40 374.40
Sales - - -
Other Income - - -
Profit After Tax (0.54) (8.40) (0.70)
Earning Per Share (Rs.) (0.06) (0.88) (0.07)
Book Value (Rs.) * 55.00 54.58 54.13 *Share application money has also been considered for the calculation of Book Value. JHIPL is not listed on any Stock Exchange. JHIPL is neither a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
12. Trinity Nirman Private Limited (“TNPL”)
TNPL was originally incorporated as a private limited company on 31 May 2007 under the Companies Act,
1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal.
The registered office of TNPL at the time of incorporation was 72, Shakespeare Sarani, Kolkata – 700 017,
which was changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017 with effect
from 10 February 2009. The CIN of the company is U45400WB2007PTC116263.
Principal Business of TNPL
To carry on the business through consultancy management, lease, exchange, ownership, purchase or otherwise
acquire deal in construct, warehouse, or any function of proprietors or real estate, shopping mall, apartment and
immovable property of any kind or tenure or interest in the same and to develop, undertake, maintain, or do any
work or furnish any building, hotels, complexes, hospitals or otherwise appropriate and carry on business as
proprietors or finance or assist in financing the sale of houses, buildings, flats by way of hire purchase or
deferred payment or otherwise and to finance the sale and maintenance of such property.
Board of Directors of TNPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 10 February 2009
Ms. Rekha Mannoj Jain 33 Director 10 February 2009
136
Shareholding Pattern of TNPL as of 31 May 2010
Name Of Shareholders No. of Shares %
Mannoj Kumar Jain 5000 50.00
Rekha Mannoj Jain 5000 50.00
Total 10000 100.00
Financial Performance
(Rs. in lacs)
Particulars
For the Financial Year ended 31st
March
2007 2008 2009
Equity Share Capital N.A 1.00 1.00
Share Application Money N.A - -
Reserves & Surplus (excluding revaluation reserves) N.A - -
Sales N.A - -
Other Income N.A - -
Profit After Tax N.A - (0.31)
Earning Per Share (Rs.) N.A - (3.10)
Book Value (Rs.) N.A 7.41 4.80
TNPL is not listed on any Stock Exchange. TNPL is neither a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
13. Odyssey Realtors Private Limited (“ORPL”)
ORPL was originally incorporated as a private limited company on 19 July 2007 under the Companies Act,
1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal.
The registered office of ORPL at the time of incorporation was 72, Shakespeare Sarani, Kolkata – 700 017,
which was changed to 18, A.P.C. Road, Ground Floor, Kolkata – 700009 with effect from 3 March 2010. The
CIN of the company is U45400WB2007PTC117349.
Principal Business of ORPL
To carry on the business through consultancy management, lease, exchange, ownership, purchase or otherwise
acquire deal in construct, warehouse, or any function of proprietors or real estate, shopping mall, apartment and
immovable property of any kind or tenure or interest in the same and to develop, undertake, maintain, or do any
work or furnish any building, hotels, complexes, hospitals or otherwise appropriate and carry on business as
proprietors or finance or assist in financing the sale of houses, buildings, flats by way of hire purchase or
deferred payment or otherwise and to finance the sale and maintenance of such property.
Board of directors of ORPL as of 31 May 2010
Name Age Position Director Since
Mr. Bijay Kumar Loyalka 63 Director 25 August 2007
Mr. Mannoj Kumar Jain 36 Director 25 August 2007
Ms. Rekha Mannoj Jain 33 Director 27 August 2008
Mr. Ritwik Das 33 Director 25 August 2007
Shareholding Pattern of ORPL as of 31 May 2010
Name of Shareholders No. of Shares %
Mannoj Kumar Jain 2500 25.00
Rekha Mannoj Jain 2500 25.00
Mr. Bijay Kumar Loyalka 2500 25.00
Mr. Ritwik das 2500 25.00
Total 10000 100.00
137
Financial Performance
(Rs. in lacs)
Particulars
For the Financial Year ended 31st
March
2007 2008 2009
Equity Share Capital N.A 1.00 1.00
Share Application Money N.A - -
Reserves & Surplus (excluding revaluation reserves) N.A - -
Sales N.A - -
Other Income N.A - -
Profit After Tax N.A - -
Earning Per Share (Rs.) N.A - -
Book Value (Rs.) N.A 7.64 7.64
ORPL is not listed on any Stock Exchange. ORPL is neither a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
14. Neptune Plaza Maker Private Limited (“NPMPL”)
NPMPL was originally incorporated as a private limited company on 31 May 2007 under the Companies Act,
1956 vide Certificate of Incorporation issued by the Registrar of Companies located at Kolkata, West Bengal.
The registered office of NPMPL at the time of incorporation was 72, Shakespeare Sarani, Kolkata – 700 017,
which was changed to “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-700 017 with effect
from 31 January 2009. The CIN of the company is U45400WB2007PTC116264.
Principal Business of NPMPL
To carry on the business through consultancy management, lease, exchange, ownership, purchase or otherwise
acquire deal in construct, warehouse, or any function of proprietors or real estate, shopping mall, apartment and
immovable property of any kind or tenure or interest in the same and to develop, undertake, maintain, or do any
work or furnish any building, hotels, complexes, hospitals or otherwise appropriate and carry on business as
proprietors or finance or assist in financing the sale of houses, buildings, flats by way of hire purchase or
deferred payment or otherwise and to finance the sale and maintenance of such property.
Board of directors of NPMPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 31 January 2009
Ms. Rekha Mannoj Jain 33 Director 31 January 2009
Shareholding Pattern of NPMPL as of 31 May 2010
Names of Shareholders No. of Shares %
Mannoj Kumar Jain 5000 50.00
Rekha Mannoj Jain 5000 50.00
Total 10000 100.00
Financial Performance
(Rs. in lacs)
Particulars
2007 2008 2009
Equity Share Capital N.A 1.00 1.00
Share Application Money N.A - -
Reserves & Surplus (excluding revaluation reserves) N.A - -
Sales N.A - -
Other Income N.A - -
Profit After Tax N.A - (0.32)
Earning Per Share (Rs.) N.A - (3.20)
138
Book Value (Rs.) N.A 7.41 4.73
NPMPL is not listed on any Stock Exchange. NPMPL is neither a Sick Industrial Company within the meaning
of the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
15. Jain Renewable Energy Private Limited (“JREPL”)
JREPL was originally incorporated as a private limited company on 30 June 2008 under the Companies Act,
1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal,
The registered office of JREPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata -
700 017. The CIN of the company is U40200WB2008PTC127013. The Company is yet to commence
commercial activity as on 31 March 2009.
Principal Business of JREPL
To carry on the business of generation, harnessing and distribution of power supply either by hydro, thermal, air
diesel or through renewable source like solar wind mill or any other means by setting up power plants for all
purposes for which electrical energy can be employed and to sell such power either directly, through
transmission lines or otherwise for any industrial project financed by this company and furthermore to establish,
equip and maintain power generation machinery and equipment and construct and establish power stations,
boiler houses and other works necessary for generating and distributing electricity.
Board of directors of JREPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 30 June 2008
Ms. Rekha Mannoj Jain 33 Director 30 June 2008
Mr. Ashok Kumar Chadha 60 Director 16 June 2009
Shareholding Pattern of JREPL as of 31 May 2010
Names of Shareholders No. of Shares %
Mannoj Kumar Jain Jt. Jain Energy Ltd. 1 0.01
Jain Energy Limited 9999 99.99
Total 10000 100.00
Financial Performance
(Rs. in lacs)
Particulars
For the Financial Year ended 31st
March
2007 2008 2009
Equity Share Capital N.A N.A 1.00
Share Application Money N.A N.A 2.58
Reserves & Surplus (excluding revaluation reserves) N.A N.A -
Sales N.A N.A -
Other Income N.A N.A -
Profit After Tax N.A N.A -
Earning Per Share (Rs.) N.A N.A 0.00
Book Value (Rs.) * N.A N.A 19.50 *Share application money has also been considered for the calculation of Book Value. JREPL is not listed on any Stock Exchange. JREPL is neither a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
16. Jain Realty Limited (“JRL”)
JRL was originally incorporated as a public company on 28 February 2007 under the Companies Act, 1956 vide
Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The
139
registered office of JRL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-700 017.
The CIN of the company is U45200WB2007PLC113740.
Principal Business of JRL
To carry on the business to acquire by purchase, lease or otherwise develop or operate land, building of any
tenure or description including agricultural land quarries and any estate or interest therein and turn the same to
account as may seem expedient by preparing building sites and by restructuring, altering or otherwise, malls,
houses, multiplex complex and conveniences of all kinds by leasing, hiring of the same to manage land, building
and other properties belonging to the company or not and to collect rent income and supply tenants and
occupiers and carry on real estate business and construction.
Board of directors of JRL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 28 February 2007
Ms. Rekha Mannoj Jain 33 Director 28 February 2007
Mr. Ashok Kumar Chadha 60 Director 16 June 2009
Shareholding Pattern of JRL as of 31 May 2010
Names of Shareholders No. of Shares %
Prakash Vanijya Pvt. Ltd. 500000 16.12
Jain Heavy Industries Pvt. Ltd. 250000 8.06
Jain Technologies Pvt. Ltd. 250000 8.06
Octagon Concrete Creation (P) Ltd. 50000 1.61
Mannoj Kumar Jain 1035100 33.36
Rekha Mannoj Jain 24500 0.79
Suave Construction Pvt. Ltd. 125000 4.03
Dynamic Buildcon Pvt. Ltd. 125000 4.03
Citiwings Highrise Pvt. Ltd. 250000 8.06
Swift Abhasan Pvt. Ltd. 150000 4.83
Varsha Infrastructure Pvt. Ltd. 100000 3.22
Maroon Developers Pvt. Ltd. 69000 2.22
Neptune Plaza Maker Pvt. Ltd. 68610 2.21
Vishuddhi Developers Pvt. Ltd. 80000 2.58
Debasish Guha 100 0.003
Raj Kumar Chandak 100 0.003
Lalit Soni 100 0.003
Dipak Das 100 0.003
Tushita Builders Pvt. Ltd. 25000 0.81
Total 3102610 100
Financial Performance
(Rs. in lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital 5.00 110.00 110.00
Share Application Money - - 525.00
Reserves & Surplus (excluding revaluation reserves) - 105.00 105.00
Sales - - -
Other Income - - 4.57
Profit After Tax - - -
Earning Per Share (Rs.) - - -
Book Value (Rs.) * 6.78 19.54 67.27 *Share application money has also been considered for the calculation of Book Value.
140
JRL is not listed on any Stock Exchange. JRL is neither a Sick Industrial Company within the meaning of the
Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
17. Jain Power Limited (“JPL”)
JPL was originally incorporated as a public company on 10 March 2008 under the Companies Act, 1956 vide
Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The
registered office of JPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-700 017.
The CIN of the company is U40105WB2008PLC123914.
Principal Business of JPL
To carry on the business of producers, manufactures, suppliers transformers, convertors, carriers and dealers in
electricity, all forms of energy and any products or by-products derived from this business or connected with
any other forms of energy and otherwise acquire and dispose of steam, hydro or tidal, water, fuel handling
equipment and machinery and any product or by-product derived from such business.
Board of Directors of JPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 10 March 2008
Ms. Rekha Mannoj Jain 33 Director 10 March 2008
Mr. Ashok Kumar Chadha 60 Director 16 June 2009
Shareholding Pattern of JPL as of 31 May 2010
Names of Shareholder No. of Shares %
Mannoj Kumar Jain 25000 50.00
Rekha Mannoj Jain 24500 49.00
Prakash Endeavours Private Limited 100 0.20
Debasish Guha 100 0.20
Raj Kumar Chandak 100 0.20
Sumit Goenka 100 0.20
Dipak Das 100 0.20
Total 50000 100
Financial Performance
(Rs. in lacs)
Particulars
For the Financial Year ended 31st
March
2007 2008 2009
Equity Share Capital N.A 5.00 5.00
Share Application Money N.A - -
Reserves & Surplus (excluding revaluation reserves) N.A - -
Sales N.A - -
Other Income N.A - -
Profit After Tax N.A - -
Earning Per Share (Rs.) N.A - -
Book Value (Rs.) N.A 8.84 8.70
JPL is not listed on any Stock Exchange. JPL is neither a Sick Industrial Company within the meaning of the
Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
18. Jain Natural Resources Limited (“JNRL”)
JNRL was originally incorporated as a public company on 5 February 2008 under the Companies Act, 1956
vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The
141
registered office of JNRL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700
017. The CIN of the company is U14290WB2008PLC122407.
Principal Business of JNRL
To carry on the business of purchase or otherwise acquiring any prospecting and exploring rights, mining rights
in land anywhere in India believed to contain metallic and non-metallic minerals, hydrocarbons, refractory and
non-refractory mineral and any other kind of ores and mineral which seem suitable or useful for any of the
Company‟s objects and interests and further on dealing in any other manner with the above and environment
management and reclamation and rehabilitation of mines and carry out refining, smelting of minerals, washing
beneficiation etc.
Board of Directors of JNRL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 5 February 2008
Ms. Rekha Mannoj Jain 33 Director 5 February 2008
Mr. Ashok Kumar Chadha 60 Director 16 June 2009
Shareholding Pattern of JNRL as of 31 May 2010
Names of Shareholders No.of shares %
Mannoj Kumar Jain 25000 50.00
Rekha Mannoj Jain 24500 49.00
Prakash Endeavours Private Limited 100 0.20
Raj Kumar Chandak 100 0.20
Sumit Goenka 100 0.20
Dipak Das 100 0.20
Debasish Guha 100 0.20
TOTAL 50000 100.00
Financial Performance
(Rs. in lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital N.A 5.00 5.00
Share Application Money N.A - -
Reserves & Surplus (excluding revaluation reserves) N.A - -
Sales N.A - -
Other Income N.A - -
Profit After Tax N.A - -
Earning Per Share (Rs.) N.A - -
Book Value (Rs.) N.A 8.74 8.74
JNRL is not listed on any Stock Exchange. JNRL is neither a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
19. Jain Energy Trading Limited (“JETL”)
JETL was originally incorporated as a public company on 26 May 2008 under the Companies Act, 1956 vide
Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal. The
registered office of JETL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700
017. The CIN of the company is U40107WB2008PLC126122.
Principal Business of JETL
To carry on business of purchase and sale of all forms of electrical power, conventional and non-conventional
and deal with electrical energy in all aspects without prejudice to generality of the above functions of the
142
Company. Also to plan and establish reliable power trading system, policies and procedures towards
procurement, transfer/wheeling of power from supply generating companies within and outside India and to
promote and take up developmental work, selection and establishment of independent power producers and to
provide them with the necessary services.
Board of Directors of JETL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 26 May 2008
Ms. Rekha Mannoj Jain 33 Director 26 May 2008
Mr. Ashok Kumar Chadha 60 Director 16 June 2009
Shareholding Pattern of JETL as of 31 May 2010
Names of Shareholders No. of Shares %
Mannoj Kumar Jain 25000 50.00
Rekha Mannoj Jain 24500 49.00
Prakash Endeavours Private Limited 100 0.20
Debasish Guha 100 0.20
Raj Kumar Chandak 100 0.20
Sumit Goenka 100 0.20
Dipak Das 100 0.20
Total 50000 100
Financial Performance
(Rs. in lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital N.A N.A 5.00
Share Application Money* N.A N.A 0.58
Reserves & Surplus (excluding revaluation reserves) N.A N.A -
Sales N.A N.A -
Other Income N.A N.A -
Profit After Tax N.A N.A -
Earning Per Share (Rs.) N.A N.A -
Book Value (Rs.) N.A N.A 10.00 *Share application money has also been considered for the calculation of Book Value. JETL is not listed on any Stock Exchange. JETL is neither a Sick Industrial Company within the meaning of the
Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
20. Global Scape Infrastructure Private Limited (“GSIPL”)
GSIPL was originally incorporated as a private limited company on 4 January 2007 under the Companies Act,
1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal.
The registered office of GSIPL is located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata-
700 017. The CIN of the company is U45200WB2007PTC112426.
Principal Business of GSIPL
GSIPL is in the business of acquiring by purchase, lease or otherwise develop or operate land, building of any
tenure or description including agricultural land quarries and any estate or interest therein and turn the same to
account as may seem expedient by preparing building sites and by restructuring, altering or otherwise, malls,
houses, multiplex complex and conveniences of all kinds by leasing, hiring of the same to manage land, building
and other properties belonging to the company or not and to collect rent income and supply tenants and
occupiers and carry on real estate business and construction.
Board of Directors of GSIPL as of 31 May 2010
Name Age Position Director Since
143
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 4 January 2007
Ms. Rekha Mannoj Jain 33 Director 4 January 2007
Mr. Bijay Kumar Loyalka 63 Director 4 January 2007
Mr. Ritwik Das 33 Director 4 January 2007
Mr. Binit Tainani 32 Director 20 October 2009
Shareholding Pattern of GSIPLL as of 31 May 2010
Names of Shareholders No. of Shares %
Bijay Kumar Loyalka 2500 25.00
Ritwik Das 2500 25.00
Mannoj Kumar Jain 2500 25.00
Rekha Mannoj Jain 2500 25.00
Total 10000 100
Financial Performance:
(Rs. in lacs)
Particulars For the Financial Year ended 31
st March
2007 2008 2009
Equity Share Capital 1.00 1.00 1.00
Share Application Money - - -
Reserves & Surplus (excluding revaluation reserves) - - -
Sales - - -
Other Income - - -
Profit After Tax - - -
Earning Per Share (Rs.) - - -
Book Value (Rs.) (6.30) (6.30) (6.30)
GSIPL is not listed on any Stock Exchange. GSIPL is neither a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
21. Suraj Abasan Private Limited (“SAPL”)
SAPL was originally incorporated as a private limited company on 20 April 2005 under the Companies Act,
1956 vide Certificate of Incorporation issued by the Registrar of Companies, located at Kolkata, West Bengal.
The registered office of SAPL is located at Pratap Market, Sevoke Road, Siliguri – 734 401. The CIN of the
company is U70101WB2005PTC102788.
Principal Business of SAPL
SAPL is in the business of real estate, developers, builders, promoters architects, engineers, etc and taking up
the work of construction of buildings, offices, road, bridges, dams, power projects, houses, electrical contracts,
and otherwise. It also carries on the business of builders, contractors, promoters, designers, architects,
consultants, brokers and otherwise of all types of buildings and structures and to develop, erect, install, improve,
renovate, repair, demolish, all such buildings and structures, machineries, transport vehicles of any kind and to
purchase, sale, develop or deal in all types of land, movable and immovable properties.
Board of Directors of SAPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 29 November 2008
Mr. Suraj Jain 33 Director 20 April 2005
Mr. Darshan Lal Jain 73 Director 20 April 2005
Shareholding Pattern of SAPL as of 31 May 2010
144
Names of Shareholders No. of Shares %
Darshan Lal Jain 5000 50.00
Suraj Kumar Jain 5000 50.00
Total 10000 100.00
Financial Performance
(Rs. in lacs)
Particulars
2007 2008 2009
Equity Share Capital 1.00 1.00 1.00
Share Application Money 45.00 45.00 45.00
Reserves & Surplus (excluding revaluation Reserves) - - -
Sales - - -
Other Income - - -
Profit After Tax (0.06) (0.06) (0.06)
Earning Per Share (Rs.) (0.6) (0.6) (0.6)
Book Value (Rs.) * 456.82 456.72 456.5 *Share application money has also been considered for the calculation of Book Value.
SAPL is not a listed company. SAPL is neither a Sick Industrial Company within the meaning of the Sick
Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
22. Jain Solar Energy Private Limited (“JSEPL”)
JSEPL was incorporated on 18 March 2010 under the Companies Act, 1956 vide Certificate of Incorporation
issued by the Registrar of Companies, located at Kolkata, West Bengal. The registered office of JSEPL is
located at “Premlata Building”, 5th Floor, 39, Shakespeare Sarani, Kolkata - 700 017. The Corporate
Identification Number of the JSEPL is U40107WB2010PTC143913.
Principal Business of JSEPL
The Company has been recently incorporated and JSEPL will be engaged in the solar power business.
Board of Directors of JSEPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 18 March 2010
Mrs. Rekha Mannoj Jain 33 Director 18 March 2010
Mr. Ashok Kumar Chadha 60 Director 20 March 2010
Shareholding Pattern of JSEPL as of 31 May 2010
Names of Shareholders No. of Shares % Shareholding
M/s Jain Energy Ltd. 9999 99.99
Mr. Mannoj Kumar Jain Jt M/s Jain Energy Limited 1 0.01
Total 10000 100
JSEPL is not listed on any Stock Exchange. JSEPL is neither a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up
23. Glossy Developers Private Limited (“GDPL”)
GDPL was incorporated on 19 March 2010 under the Companies Act, 1956 vide Certificate of Incorporation
issued by the Registrar of Companies, located at, Kolkata, West Bengal. The registered office of GDPL is
located at “Premlata Building”, 5th
Floor, 39, Shakespeare Sarani, Kolkata – 700017. The Corporate
Identification Number of the company is U70109WB2010PTC143975.
145
Principal Business of GDPL
The Company has been recently incorporated and will be engaged in the business of real estate development and
construction.
Board of Directors of GDPL as of 31 May 2010
Name Age Position Director Since
Mr. Mannoj Kumar Jain 36 Director 19 March 2010
Mrs. Rekha Mannoj Jain 33 Director 19 March 2010
Mr. Sunil Pandurang Mantri 39 Director 2 April 2010
Mrs. Sarita Sunil Mantri 37 Director 2 April 2010
Shareholding Pattern of GDPL as of 31 May 2010
Names of Shareholders No. of Shares %
Mr. Mannoj Kumar Jain 5000 25.00
Mrs. Rekha Mannoj Jain 5000 25.00
Mr. Sunil Pandurang Mantri 5000 25.00
Mrs. Sarita Sunil Mantri 5000 25.00
Total 20000 100
GDPL is not listed on any Stock Exchange. GDPL is neither a Sick Industrial Company within the meaning of
the Sick Industrial Companies (Special Provisions) Act, 1995 nor is under winding up.
Confirmations
Our Promoters and Group Companies have confirmed that they have not been declared as a wilful defaulter by
the RBI or any other governmental authority and there are no violations of securities laws committed by them in
the past and no proceedings pertaining to such penalties are pending against them.
Additionally, none of the Promoters or Group Companies has been restrained from accessing the capital markets
for any reasons by SEBI or any other authorities. In addition, none of the Promoter or Group Companies has a
negative net worth as of the date of the respective last audited financial statements.
Litigation
For details relating to legal proceedings involving the Promoters and Group Companies, see “Outstanding
Litigations and Defaults” beginning on page 252 of the Draft Red Herring Prospectus.
Common Pursuits
Some of the Group Companies and /or Promoter Group have common pursuits and are involved in the business
of infrastructure. Tushita Builders Private Limited, Bengal Infrastructure Development Private Limited, Trinity
Nirman Private Limited, Odyssey Realtors Private Limited, Neptune Plaza Maker Private Limited, Jain Realty
Limited, Global Scape Infrastructure Private Limited, Suraj Abasan Private Limited, Jain Infra Developers
Private Limited, Jain Space Infra Venture Limited, Prakash Endeavours Private Limited and Glossy Developers
Private Limited are in the similar line of activity as that of the Company. We shall adopt necessary procedures
and practices as permitted by law to address any conflict situations, as and when they may arise. For further
details on the business of all such Group Companies in the similar line of business, please refer to our section
titles “Group Companies on page 119 of the Draft Red Herring Prospectus.
For, futher details on the related party transactions, to the extent of which our Company is involved, see
“Related Party Transactions” on page 147 of the Draft Red Herring Prospectus.
Sick Companies
None of the Group Companies have become sick companies under the Sick Industrial Companies Act, 1985 and
no winding up proceedings have been initiated against them. Further, no application has been made, in respect
146
of any of the Group Companies, to the Registrar of Companies for striking off ther names. Additionally, none of
the Group Companies have become defunct in the past five years preceeding the filing of the Draft Red Herring
Prospectus.
Disassociation by our Promoters in the last three years
There has been no disassociation by our Promoters in the last three years.
For detalils of the Group Companies which have made loss or negative net worth during the past three years, see
“Risk Factors” beginning on page xii of the Draft Red Herring Prospectus.
147
RELATED PARTY TRANSACTION
For details of the standalone financials on related party transactions please see “Financial Statements – Related
Party Transactions” beginning on page 175 of the Draft Red Herring Prospectus
For details of the consolidated financials on related party transactions please see “Financial Statements –
Related Party Transactions” beginning on page 209 of the Draft Red Herring Prospectus
148
DIVIDEND POLICY
The declaration and payment of dividends will be recommended by our Board of Directors and approved by our
shareholders, in their discretion, and will depend on a number of factors, including, but not limited to our
earnings, capital requirements and overall financial position. Our Company has no stated dividend policy.
In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants
under the loan or financing arrangements we may enter into to finance our expansion plans and also the funding
requirements for our expansion plans.
For details of the dividend paid by the Company, see “Financial Statements – Auditor‟s Report” beginning on
page 149 of the Draft Red Herring Prospectus.
149
SECTION V: FINANCIAL STATEMENTS
AUDITORS REPORT: STANDALONE FINANCIALS
To,
The Board of Directors,
JAIN INFRAPROJECTS LIMITED
39,Shakespeare Sarani
Kolkata-700 017
Dear Sir,
Reg: Proposed Public Offer of Jain Infraprojects Limited.
Auditors‟ Report as required by Part II of Schedule II of the Companies Act ,1956
We have examined the financial information of Jain Infraprojects Limited(formerly Bengal Infrastructure
Limited) („„the Company”) annexed hereto with this report for the purpose of inclusion in the Draft Red Herring
Prospectus („DRHP‟).The financial information has been prepared in accordance with Paragraph B(1) of Part II
of the Companies Act 1956,(„the Act”), the Securities and Exchange Board of India („SEBI‟) –Issue of capital
and Disclosure Requirements Regulations 2009 ( the ICDR regulations ), the Guidance Note on Reports in
Company Prospectus ( Revised) issued by the Institute of Chartered Accountants („ICAI‟) and term of
engagement agreed upon by us with the Company. The information has been prepared by the Company and
approved by the Board of Directors.
A. Financial Information as per Audited Financial Statements
i. The attached restated Statements of Assets and Liabilities as at December 31st 2009, March 31
st 2009 ,
March 31st 2008 ,March 31
st 2007, March 31
st 2006 and March 31
st 2005.( Annexure I).
ii. The attached restated Statements of Profit & Loss account for the nine month period ended December
31st2009, and year ended March 31
st 2009 , March 31
st 2008 ,March 31
st 2007, March 31
st 2006 and
March 31st 2005.(Annexure II).
iii. The attached restated Statements of Cash Flow for the nine month period ended December 31st ,2009
and March 31st 2009, March 31
st 2008 ,March 31
st 2007,March 31
st 2006 and March 31
st
2005.(Annexure III).
iv. the significant accounting policies adopted by the Company as at and for the nine month period
December 31,2009 and notes to the Restated Summary Statements (Annexure IV)
-collectively referred to as the „Restated Summary Statements”
The Restated Consolidated Summary Statements have been extracted from audited financial statements of the
Company as at and for the nine month period ended December 31st 2009 and year ended March 31
st 2009,March
31st 2008,March 31
st 2007, March 31
st 2006 and March 31
st 2005 which have been approved by the Board of
Directors. Further,
Audit of the financial statement as at and for the period ended 06.11.2006, year ended 31st March 2006
and 31st March 2005 of the erstwhile partnership firm was conducted by M/s Sinhal & Associates,
Chartered Accountants, being the auditor of the erstwhile partnership firm for the above period /years.
Audit of the financial statement as at and for the period ended 31.12.2009 of the overseas branch was
conducted by M/s Kaid Auditing Company, Chartered Accountants, being the auditor of the branch for
the above period
and accordingly reliance has been placed on the financial statements audited and reported upon by the respective
Auditor‟s for the said period/ years.
B. Based on our examination on these Summary Statements, we state that
150
The restated profits have been arrived at after making such adjustments and regroupings as in our
opinion are appropriate in the year/period to which they relate.
The restated summary statements have to be read in conjunction with the significant accounting
policies and the notes given in Annexure IV to this report.
There are no prior period items which are required to be adjusted in the restated summary statements
in the year/ period they relate.
There are no qualifications in the auditor‟s report which require any adjustments in the summary
statements.
C. Other Financial Information as per Audited Financial Statements:
We have also examined the following financials relating to Company, which is based on the Restated Summary
Statements/audited financial statements and approved by the Board of Directors for the purpose of inclusion
herein:
1. Statement of Rate of Dividend- Annexure V
2. Statement of Accounting Ratios-Annexure VI
3. Statement of Capitalization as at 31st March 2009 and 31
st December 2009 -Annexure -VII
4. Statement of Tax Shelter- Annexure -VIII
5. Statement of Loans and advances Annexure -IX
6. Statement of Secured Loans - Annexure -X
7. Statement of Unsecured Loans- Annexure -XI
8. Statement of Investments- Annexure -XII
9. Statements of Sundry Debtors- Annexure -XIII
10. Statement of Contingent Liabilities not provided for- Annexure -XIV
11. Statement of Related Party Transaction- Annexure -XV
12. Statement of Current Liabilities & Provisions- Annexure –XVI
13. Statement of Other Income- Annexure -XVII
14. Statement of DTL & DTA- Annexure -XVIII
15. Statement of Earning Per Share- Annexure -XIX
In respect of the other „Financial Information‟ stated above we have relied upon the audited financial statements
for period ended 06.11.2006, year ended 31 March 2006 and 31 March 2005 (the erst while partnership firm)
which were audited and reported by M/s Sinhal & Associates, Chartered Accountants, as stated above.
Incorporated in the restated summary statement are the financial statements of a branch opened in the United
Arab Emirates on 5th
March 2009. The account of the branch for the period 5th
March 2009 to 31st December
2009 have been audited by the auditor of the branch and accordingly reliance has been placed on the financial
statements so audited and reported. The extract in respect to financial information for the period starting from 5th
March 2009 to 31st March 2009 and period starting from first 1
st April 2009 to 31
st December 2009 in respect to
branch incorporated in the restated summary statement have been provided to us by the management from the
audited financial information of the branch and accordingly we have placed our reliance on the financial
information so provided by the management for the said periods.
151
In our opinion, the financial information of the Company as attached to this report, as mentioned in paragraph
A, B and C above, read with significant accounting policies and notes enclosed in Annexure IV has been
prepared in accordance with Part II of Schedule II of the Act and the Regulation issued by SEBI.
We have no responsibility to update our report for events and circumstances occurring after date of the report.
This report is in intended solely for your information and for inclusion in the Offer Document in connection
with the proposed public offering of the Company and is not to be used, referred to or distributed for any other
purpose without our prior written consent.
For R.K.Chandak & Co
Chartered Accountants
(Rajesh Kumar Chandak)
Partner
Membership No: 054637
Firm Registration Number: 319248E
Dated: the day of June,2010
Place: Kolkata
152
ANNEXURE I STATEMENT OF ASSETS AND LIABILITIES
(Rs in lacs) Sr. No.
Particulars As at 31st December,2009
As at 31st March,2009
As at 31st March,2008
As at 31st March,2007*
As at 31st March,2006
As at 31st March,2005
A Fixed Assets
Gross Block 4,712.68 4,631.09 2,655.10 1816.30 1466.65 1179.31
Less : Depreciation 749.69 563.65 377.72 256.53 180.10 113.89
Net Block 3,962.99 4,067.44 2,277.38 1559.77 1286.55 1065.42
Capital Work in Progress - - - 396.90 - -
Less : Revaluation Reserve - - - - - -
Net Block after adjustment for Revaluation Reserve.
3,962.99 4,067.44 2,277.38 1,956.67 1,286.55 1,065.42
B Investment 49.70 49.70 - - - -
C Current Assets, Loans & Advances
Inventories 29,271.53 20,930.79 13,034.60 3673.87 1475.61 353.11
Sundry Debtors 24,663.56 8,504.20 2,878.65 3017.67 135.82 1176.05
Cash and Bank Balances 3,304.99 2,057.42 1,823.75 221.76 76.31 83.99
Loans and Advances 12,869.82 7,486.85 4,118.11 1,060.47 339.85 262.70
Total 70,109.90 38,979.26 21,855.11 7,973.77 2,027.59 1,875.85
D Liabilities and Provisions
Secured Loans 31,671.56 17,190.78 13,344.43 4276.74 1,520.62 1240.36
Unsecured Loans 3,305.26 1,144.78 1,805.04 382.12 31.09 103.09
Share Application Money 285.00 - - 28.31 - -
Deferred Tax Liability (Net) 368.70 307.51 210.38 170.69 146.43 137.36
Current Liabilities & Provisions
19,571.33 11,723.12 3,979.63 2641.23 352.02 610.98
Total 55,201.85 30,366.19 19,339.48 7499.09 2050.16 2091.79
E Net Worth (A+B+C-D) 18,920.74 12,730.21 4,793.01 2431.35 1263.98 849.48
F Represented by
Equity Share Capital/Partners capital
2,521.39 2,315.39 1,832.51 1734.38 1263.98 849.48
Reserves & Surplus 16,413.79 10,434.33 2,986.77 699.99 0.00 0.00
Less : Miscellaneous Expenses ( To the extent not written off)
14.44 19.51 26.27 3.02 - -
Net Worth 18920.74 12730.21 4793.01 2431.35 1263.98 849.48
*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction
Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects
Limited.
As per our report Attached.
For R.K. CHANDAK & CO For and on Behalf of the Board of Directors
Chartered Accountants Jain Infraprojects Limited
Rajesh Kumar Chandak, Mannoj Kumar Jain
Partner Chairman
Membership No.054637
FRN No: -319248E Ashok Chadha
Kolkata Vice Chairman-cum- Managing Director
Sumit Surana
Dated: the 18th
day of June, 2010. Company Secretary
153
ANNEXURE II
STATEMENT OF PROFIT AND LOSS ACCOUNT (Rs in lacs)
Sr.No.
Particulars
For the period ended
on 31st December,20
09
For the year ended on 31st March,2009
For the year ended on 31st March,2008
For the year ended on
31st March,2007*
For the year ended on 31st March,2006
For the year ended on 31st March,2005
A Income
Gross Contract Receipts 65,101.14 50,446.66 21,298.21 10,468.66 3,244.26 4,141.62
Other Income 228.11 216.07 265.44 35.89 17.91 2.50
Increase(Decrease in Inventories)
8,340.75 7,896.19 9,360.74 2,198.25 1,122.51 (395.91)
Total 73,670.00 58,558.92 30,924.39 12,702.80 4,384.68 3,748.21
B Expenditure
Raw Materials Consumed 33,821.92 41,403.16 19,550.30 7,551.58 1,306.30 1,338.77
Other Contract Operating Expenses
30,158.96 7,631.40 6,067.65 2,674.22 2,416.45 1,803.34
Staff Costs 817.73 714.63 518.31 822.35 105.70 3.47
Administrative & Other Expenses
558.46 1,445.68 578.88 305.55 121.32 95.40
Total 65,357.07 51,194.87 26,715.14 11,353.70 3,949.77 3,240.98
C Net Profit before Interest, Depreciation, Tax and Extraordinary items
8,312.93 7,364.05 4,209.25 1,349.10 434.91 507.23
Depreciation 186.04 185.93 121.20 80.81 66.21 54.77
Interest & Financial Charges 3,062.46 3,312.51 1,850.74 297.91 94.81 185.38
Profit / Loss before Tax but before Extra - ordinary Items
5,064.43 3,865.61 2,237.31 970.38 273.89 267.08
Provision for Taxation
- Current Tax 868.78 437.97 286.40 301.92 72.12 35.20
- Deferred Tax 61.19 97.13 39.69 24.26 9.07 137.36
- Fringe Benefit Tax
- 11.16 10.22 4.01 4.77 -
D Profit / Loss after Tax but before Extra - ordinary Items
4,134.46 3,319.35 1,901.00 640.19 187.93 94.52
Extra-ordinary Items - - - - - -
Add/(Less) Taxation Adjustment
(9.00) - - (15.52) - -
Effect of change in accounting policy on account of deferred tax provisions
- - - (146.42) - -
Effect of change in accounting policy on account of Depreciation
- - - 465.02 - 204.50
E Profit/Loss after Extra-ordinary Items
4,125.46 3,319.35 1,901.00 943.27 187.93 299.02
Add: Balance b/f from last year
5,459.66 2,377.98 699.99 - - -
Profit available for appropriation
9,585.12 5,697.33 2,600.99 943.27 187.93 299.02
Proposed Dividend - 186.05 173.52 - - -
Tax thereon - 31.62 29.49 - - -
Transfer to General Reserve - 20.00 20.00 - - -
Less : Profit for the period ended 06/11/2006
- - - 243.28 - -
Profit Transferred to Balance Sheet
9,585.12 5,459.66 2,377.98 699.99 187.93 299.02
*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction
Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects
Limited.
154
For R.K. CHANDAK & CO For and on Behalf of the Board of Directors
Chartered Accountants Jain Infraprojects Limited
Rajesh Kumar Chandak, Mannoj Kumar Jain
Partner Chairman
Membership No.054637
FRN No: -319248E Ashok Chadha
Kolkata Vice Chairman-cum- Managing Director
Sumit Surana
Dated: the 18th
day of June, 2010. Company Secretary
155
ANNEXURE III
STATEMENT OF CASH FLOW
(Rs in lacs)
Particulars For the period ended on 31st
December,2009
For the year ended on
31st March,2009
For the year ended on
31st March,2008
For the year ended on 31st March,2007*
For the year ended on
31st March,2006
For the year ended on
31st March,2005
Cash Flows from Operating Activities
Net Profit before Taxation 5064.43 3865.61 2237.31 970.38 273.89 267.08
Adjustments for:
Depreciation 186.04 185.93 121.20 80.81 66.21 54.77
Interest/ Dividend Income (109.56) (145.52) (213.46) (0.58) (3.33) (2.50)
Less : Adjustments
Profit pertain to partnership firm transfer to partner’s capital account
- - - (243.28) - -
Effect of change in accounting policy on account of deferred tax provisions
- - - (146.42) - -
Effect of change in accounting policy on account of Depreciation
- - - 465.02 - -
Preliminary expenses Written off 5.06 6.75 6.75 0.75 - -
Interest Paid 3062.46 3312.51 1850.74 297.91 94.81 185.38
Loss on sale of Assets - - - 14.03 - -
Provision for Gratuity & Leave encashment (11.83) 29.18 18.75 - - -
Operating Profit before Working Capital Changes
8,196.60 7,254.46 4,021.29 1,438.62 431.58 504.73
Change in Trade and Other Receivables (20,799.85) (8,211.81) (2,597.16) (3,452.80) 963.08 (1,251.61)
Change in Inventories (8,340.74) (7,896.19) (9,360.73) (2,198.26) (1,122.50) 395.91
Change in Current Liabilities 7,208.94 7,250.51 820.02 1982.82 (300.64) 386.68
Income-tax paid (751.48) (782.46) (321.45) (164.73) (35.20) -
Preliminary Expenses - - (30.00) (3.77) - -
Net Cash Flow from Operating Activities (14,486.53) (2,385.49) (7,468.03) (2,398.12) (63.68) 35.71
Cash Flow from Investing Activities
Purchase of Fixed Assets (81.59) (1,975.99) (838.80) (426.06) (287.34) (455.77)
Sale of Fixed Assets - - - 58.00 - -
Capital Work- In- Progress - - 396.90 (396.90) - -
Interest Received 109.56 145.52 213.46 0.58 3.33 2.50
Investments Purchased - (49.70) - - - -
Net Cash Flow used in Investing Activities 27.97 (1,880.17) (228.44) (764.38) (284.01) (453.27)
Proceeds from Issuance of Capital 2,060.00 4828.75 686.92 470.40 226.56 95.35
Share Application Money Received 285.00 - (28.31) 28.31 - -
Interest Paid (3,062.46) (3,312.51) (1,850.74) (297.91) (94.81) (185.38)
Proceeds from Secured Loans 14,480.78 3,846.35 9,067.68 2,756.12 280.26 410.05
Proceeds from Unsecured Loans 2,160.48 (660.25) 1,422.91 351.03 (72.00) 75.00
Dividend Paid including Dividend Distribution Tax (217.67) (203.01) - - - -
Net Cash Flow from Financing Activities 15706.13 4499.33 9298.46 3307.95 340.01 395.02
Net increase in cash and cash equivalents 1,247.57 233.67 1,601.99 145.45 (7.68) (22.54)
Cash and Cash Equivalents (Opening Balance)
2,057.42 1,823.75 221.76 76.31 83.99 106.53
Cash and Cash Equivalents (Closing Balance) 3,304.99 2,057.42 1,823.75 221.76 76.31 83.99
*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction
Company (erst while Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects
Limited.
For R.K. CHANDAK & CO For and on Behalf of the Board of Directors
Chartered Accountants Jain Infraprojects Limited
Rajesh Kumar Chandak, Mannoj Kumar Jain
Partner Chairman
Membership No.054637
FRN No: -319248E Ashok Chadha
Kolkata Vice Chairman-cum- Managing Director
Sumit Surana
Dated: the 18th
day of June, 2010. Company Secretary
156
Annexure IV
Notes to the Restated Standalone Statement of Assets & Liabilities, Profit & Loss and Cash Flows, as
restated under Indian GAAP, for Jain Infraprojects Limited.
A. Background:-
Jain Infraprojects Limited (formerly Bengal Infrastructure Limited) , was formed on 7th
November,2006,by converting Partnership firm M/s Bengal Construction Company (BCC) , carrying
on and continuing the business of the said partnership firm uninterrupted together with the assets ,
properties and right and liabilities. The Company is primarily engaged in the business of Construction
of Road, Bridge, Highway and Infrastructure Development etc.
The restated standalone statements of assets and liabilities of the company as at December 31, 2009,
March 31, 2009, March 31, 2008, March 31, 2007, March 31, 2006 and March 31, 2005, and the
related restated standalone statements of Profits & Losses and Cash Flows(hereinafter collectively
referred to as “Restated Standalone Statements“) have been prepared specifically for inclusion in the
draft offer document to be filed by the company with the Securities and Exchange Board of India
(SEBI) in connection with its proposed Initial Public Offering.
These restated standalone summary statements have been prepared to comply in all material respect
with the requirement of Schedule II to the Companies Act, 1956 (“The Act”) and the Securities and
Exchange Board of India (Disclosure and Investor Protection) Guidelines (“the SEBI Guidelines”) ,as
amended from time to time.
B. Statement of Significant Accounting Policies adopted by the Company in the preparation of
Financial Statements as at and for the nine month period ended December31, 2009:-
1. Basis Of Preparation Of Financial Statements: -
The financial statements are prepared under historical cost convention on going concern basis, using
the accrual system of accounting in accordance with the accounting principles generally accepted in
India (Indian GAAP) and the requirement of the Companies Act, 1956, including the mandatory
Accounting Standards as prescribed by the Companies (Accounting Standard) Rules 2006.
2. Use of Estimates:-
The preparation of financial statements are in conformity with Generally Accepted Accounting
Principles (GAAP) that requires the management of the company to make estimates and assumption
that affect the reported balances of assets and liabilities and disclosures relating to the contingent
liabilities as at the date of the financial statements and reported amounts of income and expenses during
the year. Example of such estimates include employee retirement benefit plans, provision for income
tax, useful life of fixed assets etc. the difference between the actual results and estimates are recognized
in the period in which such results are known or materialized.
3. Fixed Assets , Depreciation and Impairment of Assets:-
Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. All costs
relating to acquisition and installation of fixed assets are capitalized and include borrowing costs
directly attributable to construction or acquisition of fixed assets, up to the date of asset is put to use.
Depreciation on fixed assets has been provided as under:-
Depreciation on fixed assets is provided on straight line method at the rates specified in schedule
XIV of the Companies Act, 1956.
Except for items for which 100% depreciation rates are applicable, depreciation on assets
added/disposed of during the year has been provided on pro-rata basis with reference to the date of
addition/disposal.
The carrying amount of assets is reviewed at Balance Sheet date to determine, if there is any
indication of impairment thereof based on external/internal factors and impairment loss is
recognized wherever the carrying amount of an asset exceeds its recoverable amount which
represent the greater of the net selling price of the assets and its value in use in assessing value in
use, the estimated future cash flow are discounted to their present value based on an appropriate
discount factor.
157
4. Revenue Recognition:-
Contract Revenue is recognized on the basis of work done and billed.
Claims and counter claims (related to customers) including those under arbitration, are accounted
for on their disposal. Other contract related claims are recognized when there is reasonable
certainty as to their recoverability.
5. Investments:-
Investments that are readily realizable and intended to be held for not more than a year are
classified as current investment. All other investments are classified as long-term investment.
Current investments, if any, are carried at lower of Cost and fair value determined on an
individual investment basis. Long-term investments are carried at cost. However, provision for
diminution in value is made to recognize a decline other than temporary diminution in the
value of the investment.
6. Inventories:-
Work in progress is valued at cost, which reflects works done but not certified and includes
construction materials at sites and stores and spares.
Cost of materials and stores and spares are determined at cost under FIFO basis.
7. Foreign Currency Transactions:-
Foreign Currency transactions are translated at the exchange rate prevailing on the reporting date.
Foreign currency monetary assets and liabilities are translated at the exchange rate prevailing at the
balance sheet dates. Difference in the exchange rate is dealt with in the Income statement as they
arise.
8. Borrowing Cost:-
Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets
are capitalized as part of the cost of such assets up-to the date of the asset is put to use. All other
borrowing costs are charged to Profit & Loss Account in the year in which they are incurred.
9. Employee Benefits:-
Long Term Employee Benefits:-
Defined Contribution Plans:-
The company has Defined Contribution Plans for post employment benefit in the form of
Provident Fund. Besides, the company also makes contribution to the Employees State Insurance
Scheme. These plans constitute insured benefits as the company has no further obligation beyond
making the contributions. The company‟s contributions to Defined Contributions Plans are
charged to the Profit & Loss Account as incurred.
Defined Benefit Plans :-
The company has Defined Benefit Plan for post employment benefit in the form of Gratuity.
Liability for Defined Benefit Plan is provided on the basis of valuation, at the Balance Sheet Date,
carried out by independent actuary. The actuarial valuation method used by independent actuary
for measuring the liability is the Projected Unit Credit Method.
Compensated Absences:-
Provision for compensated Absences is based on actuarial valuation carried out at Balance Sheet
Date.
Termination benefits:-
Termination benefits are recognized as an expense as and when incurred.
Actuarial gains and losses:-
Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial
assumptions are recognized immediately in the Profit & Loss Account as income or expense.
10. Taxation:-
158
1. Provision for current tax is made on the assessable income/benefit in accordance with and at the
rates specified under the Income Tax Act, 1961, as amended.
2. In accordance with Accounting Standard 22 – Accounting for taxes on income, issued by the
Institute of Chartered Accountants of India, Deferred Tax is recognized on timing difference being
the difference between the taxable incomes and the accounting incomes that originate in one year
and are capable of reversal in one or more subsequent periods. Deferred Tax Assets are recognized
subject to the consideration of prudence and carried forward only to the extent that there is a
reasonable certainty that sufficient future taxable income will be available against which such
deferred tax assets can be utilized. The tax effect is calculated on the accumulated timing
difference at the year-end based on tax rates and laws enacted or substantially enacted on Balance
Sheet date.
11. Earning Per Share (EPS):-
Basic earning per Share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by the weighted average number of equity shares outstanding during the year. The
weighted average number of equity shares outstanding during the period is adjusted for events of fresh
issue of shares during the year.
For the purpose of calculating diluted Earning Per Share, the net profit or loss for the year attributable
to equity shareholders and weighted average number of equity shares outstanding during the year is
adjusted (if any) for the effects of all dilutive potential equity shares.
12. Provision, Contingent Liabilities and Contingent Assets :-
Provision comprises liabilities of uncertain timing or amount. Provisions involving substantial degree
of estimation in measurement are recognized when an enterprise has a present obligation as a result of
past event; it is probable that an outflow of resources will be required to settle the obligation, in respect
of which a reliable estimate can be made.
Contingent Liabilities are disclosed by way of notes to accounts. Disputed demands in respect of
Income Tax are disclosed as contingent liabilities. Payment in respects of such demand, if any, is
shown as an advance, till the final outcome of the matter.
Contingent assets are not recognized in the financial statements.
13. Claims:-
Price escalation claims and additional claims including those under arbitration are recognized as
revenue when they are realized or receipts thereof are mutually settled or reasonably ascertained.
14. Start up Expenditure:-
Site start-up expenses are charged off in the year these are incurred.
15. Miscellaneous Expenditure:-
Preliminary expenses are written off equally over a period of five years.
C. Statement of Adjustment in Profit & Loss Account arising out of changes in accounting policies
and material adjustments relating to previous years/ Periods:-(Rs in lacs)
Sr.No. Particulars 01.04.09
to 31.12.09
31.03.09 31.03.08 31.03.07 31.03.06 31.03.05
Profit after tax & extra ordinary item as per audited Financial Account
4141.81 3659.12 1632.97 587.17 137.37 96.19
Adj:
1) Provision for Deferred Tax 10.42 6.60 27.78 (18.81) (9.07) (137.36)
2) Provision for Income Tax - (311.23) 315.22 0.46 - (35.20)
3) Changes in Depreciation* (26.77) (35.14) (74.97) 25.87 - -
4) Profit/ loss on Fixed Assets - - - (1.36) - -
159
Sr.No. Particulars 01.04.09
to 31.12.09
31.03.09 31.03.08 31.03.07 31.03.06 31.03.05
5) Extra ordinary Depreciation W/O
- - - 465.02 - 204.50
6) Deferred tax change during partnership
- - - (146.43) - -
7) Depreciation change from IT to Co 's
31.35 59.63 170.89
Net total increase /decrease (16.35) (339.77) 268.03 356.10 50.56 202.83
Net profit as per restated Profit & Loss Account
4125.46 3319.35 1901.00 943.27 187.93 299.02
* Since the company provided depreciation using Written Down Value Method for the period 07/11/2006 to
31/03/2007 on WDV value of the assets as on 06.11.2006 for the existing assets acquired at the time of
conversion and such value was also considered as the cost of the assets for calculating depreciation under
Straight Line Method from 01.04.2007 onwards whereas in restated financial statement, depreciation is
provided on the actual cost of the assets.
Adjustment on account of changes in accounting policies:-
The status of the company till 06th
November, 2006 was that of a partnership firm and it was converted
as company under Companies Act, 1956 on 7th
November, 2006.
1. Depreciation:
i) Depreciation on Fixed Assets till 6th
November, 2006 has been provided using Written down
Value method at the rates and in the manner specified in the Income Tax Act, 1961.
ii) Depreciation for the period 7th
November, 2006 to 31st March, 2007 has been charged using
Written down Value Method at the rates specified in Schedule XIV of the Companies Act,
1956.
iii) The method of charging depreciation was changed to Straight Line Method in the Financial
year 2007-08 and therefore for the year ended March 31, 2008 depreciation has been charged
using Straight Line Method at the rates specified in Schedule XIV of the Companies Act, 1956
considering WDV as on 7th
November, 2006 as cost of acquisition for the purpose of
calculating depreciation. Consequent to the change in the method of depreciation, the amount
charged as depreciation for the period 7th
November 2006 to 31st March, 2007 was also
revised.
iv) For the purpose of restated financial statement depreciation has been recalculated for all the
respective financial year/ periods on the basis of straight-line method in accordance with the
rates prescribed in schedule XIV of the Companies Act, 1956 on the cost at which the same
were acquired.
2. Current Tax & Fringe Benefit Tax:-
Provision was not made for the income tax in the accounts of the erstwhile partnership firm for
some of the years. Accordingly, for the purpose of restated financial statements, provision for
income tax and fringe benefit tax has been made for the earlier years/ periods on the basis of rates
applicable to the entity for the respective periods/ years.
3. Deferred Tax Expenses:-
As the Accounting Standard 22 “Accounting for taxes on income‟‟ issued by the Institute of
Chartered Accountant of India was not applicable to enterprises other than companies up to the
financial year ended 31st March, 2006, hence no provision was made by the erstwhile firm in its
books. Accordingly, for the purpose of restated financial statements, provision for deferred tax has
been made in earlier period/ years on the basis of rates applicable to the entity for the respective
periods/ years.
4. Profit & Loss on sale of Fixed Assets:-
The status of the Company up to 6th November,2006 was of partnership firm, profit / (Loss) on
sale of fixed assets was not determined and amount realized for sale of fixed assets was reduced
from block of fixed assets in accordance with the Income Tax Act,1961. For the purpose of
160
restated financials statements, profit / (loss) on sale of Fixed Assets has been carried out in the
respective years / periods.
D. Notes to Accounts:-
a) Contingent Liabilities
Contingent liabilities not provided for in respect of: (Rs. In lacs)
Particulars of liabilities As at December
31, 2009 As at March
31, 2009 As at March
31, 2008 As at March
31, 2007
** Contingent liability in respect of guarantees and letter of credit given by banks on behalf of the Company.
15124.68 10982.63 2426.78 1336.59
Contingent liability in respect of Corporate guarantees given by Company on behalf of M/s Jain Steel & Power Limited.
4264.00 4023.64 2800.00 2800.00
Contingent liability in respect of Corporate guarantees given by Company on behalf of M/s Jain Realty Limited.
1994.52 1787.00 Nil Nil
Contingent liability in respect of Corporate guarantees given by Company on behalf of M/s Prakash Vanijya Private Limited.
647.69 Nil Nil Nil
** Against such liability company pledged fixed deposit receipt towards margin.
(Rs. In lacs)
Particulars As at December
31, 2009 As at March
31, 2009 As at March
31, 2008 As at March
31, 2007
Pledged fixed deposit against LC & BG
1494.55 976.43 556.28 103.31
Capital commitments: (Rs. In lacs)
Disclosures under Micro, Small and Medium Enterprises Development Act, 2006.
As per the intimation available with the company, there are no Micro, Small and Medium Enterprises, as
defined in the Micro, Small and Medium Enterprises Development Act,2006, to whom the Company owes dues
on account of the Principle amount together with interest and accordingly no additional disclosure have been
made.
c)Managerial Remuneration. (Rs. In lacs)
Particulars
Period ended
December
31,2009
Year ended
March
31,2009
Year ended
March
31,2008
Year ended
March 31,2007
Salary 103.50 33.00 41.15 12.73
Perquisites, allowances,
Contributions to PF & others. 39.00 6.60 17.47 7.09
This remuneration does not include gratuity provided on the basis of actuarial valuation.
d)Disclosure under Accounting Standard 15 (revised 2005) “Employee Benefits”:
Particulars As at December
31, 2009 As at March
31, 2009 As at March
31, 2008 As at March
31, 2007
Estimated amount of contracts remaining to be executed on capital account and not provided for
- - - 376.00
161
The company has classified various employee benefits as under:-
i). Defined contribution Plans:
The company has recognized the following amounts in the Profit & Loss Account for the year:
(Rs. In lacs)
Sl.
No.
Particulars
Period ended
December
31,2009
Year ended
March
31,2009
Year ended
March
31,2008
Year ended
March 31,2007
1. Contribution to
Provident Fund 17.04 17.99 16.99 1.81
2.
Contribution to
Employee State
Insurance Scheme
0.52 0.68 1.16 -
ii). Defined Benefit Plans: Valuation in respect of Gratuity and Leave encashment has been carried out
by independent actuary, as at balance sheet date based on the following assumptions:
Sl.
No. Particulars
Period ended
December
31,2009
Year ended
March
31,2009
Year ended
March
31,2008
Year ended
March
31,2007
a Discount Rate per
annum 8% 8% 8% -
b Rate of Increase in
compensation levels 5% 5% 5% -
c Rate of return on plan
assets Nil Nil Nil -
d
Expected Average
remaining working
lives of employees in
number of years
23.02 27.12 23.33 -
(Rs. In lacs)
Gratuity
Particulars Period ended
December 31,2009
Year ended March
31,2009
Year ended March
31,2008
Year ended March
31,2007
Projected benefits obligation at the beginning of the Year
22.36 11.35 0.34 -
Current service cost 8.26 14.36 11.28 -
Interest Cost 1.05 1.35 0.47 -
Actuarial loss/(Gains) (18.96) (4.70) (0.74) -
Benefit paid Nil Nil Nil -
Projected benefit obligation at the end of the year 12.71 22.36 11.35 -
Amounts recognized in the balance sheet
Projected benefit obligation at the end of the year 12.71 22.36 11.35 -
Fair Value of Plan assets at the end of the year Nil Nil Nil -
Funded Status of the plan- (Assets)/Liability 12.71 22.36 11.35 -
Cost for the Year
Current service cost 8.26 14.36 11.28 -
Interest Cost 1.05 1.35 0.47 -
Expected Return On Plan assets Nil Nil Nil -
Net actuarial(Gain)Loss recognized in the year (18.96) (4.70) (0.75) -
Net Cost (9.65) 11.01 11.00 -
162
Leave Encashment (Rs. In lacs)
Particulars Period ended
December 31,2009
Year ended March
31,2009
Year ended March
31,2008
Year ended March
31,2007
Projected benefits obligation at the beginning of the Year
24.00 7.40 1.97 -
Current service cost 4.35 9.37 4.00 -
Interest Cost 1.37 1.26 0.37 -
Actuarial loss/(Gains) (5.23) 7.54 1.06 -
Benefit paid (2.67) (1.57) Nil -
Projected benefit obligation at the end of the year 21.82 24.00 7.40 -
Amounts recognized in the balance sheet
Projected benefit obligation at the end of the year 21.82 24.00 7.40 -
Fair Value of Plan assets at the end of the year Nil Nil Nil -
Funded Status of the plan- (Assets)/Liability 21.82 24.00 7.40 -
Cost for the Year
Current service cost 4.35 9.37 4.00 -
Interest Cost 1.37 1.26 0.37 -
Expected Return On Plan assets Nil Nil Nil -
Net actuarial(Gain)Loss recognized in the year (5.23) 7.54 1.06 -
Net Cost 0.50 18.17 5.43 -
For the year ended on 31st March, 2007 Company did not provided for gratuity as none of the employee has
completed required number of days in service, Similarly , leave salary has not been provided, as the same has
not accrued as per terms of appointment.
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,
promotion and other relevant factors, such as supply and demand in the employment market.
Since the Company has not funded its gratuity liability and leave encashment there are no returns on the planned
assets and hence the details related to changes in fair value of assets have not been given.
e) Earnings per Share (EPS)
Basic and diluted EPS has been computed by dividing the net profit after tax for the year attributable to equity
shareholders by weighted average number of equity shares outstanding during the year.
Calculation of EPS (Basic and Diluted)
Particulars
Period ended
December
31,2009
Year ended
March
31,2009
Year ended
March 31,2008
For the period
ended
March,2007
Nominal Value of Equity Share (Rs.
per share) 10.00 10.00 10.00 10.00
Total No of equity shares outstanding
at the beginning of the year 2,31,53,850 1,83,25,100 1,73,43,780 0.00
Add: Issue of equity shares on
Preferential basis. 20,60,000 48,28,750 9,81,320 1,73,43,780
Total Number of Equity shares
outstanding at the end of the year. 2,52,13,850 2,31,53,850 1,83,25,100 1,73,43,780
Weighted average number of Equity
Shares outstanding at the end of the
year.
2,39,32,905 1,86,05,186 1,73,51,824 51,71,441
163
Particulars
Period ended
December
31,2009
Year ended
March
31,2009
Year ended
March 31,2008
For the period
ended
March,2007
Net Profit after tax for the purpose of
EPS. (Rs. In lacs.) 4134.46 3319.34 1901.00 381.40*
EPS-Basic and Diluted (Rs.) 17.28 17.84 10.96 7.38
Since the company did not have any dilutive securities, the basic and diluted earning per share are the same.
* Profit for the period 7th
November, 2006 to 31st March, 2007 has been considered for the computation of
earning per share.
f) Secured Loan:-
Working capital facilities from banks are secured by way of hypothecation of materials at site, work-in-
progress, receivables and other current assets, both present and future. The facilities are also secured by
personal guarantee of two directors of the company. The credit facilities are also collaterally secured by
Immovable properties/hypothecation of unencumbered equipments and corporate guarantee of owners
of those properties.
Equipments Finance from banks and others are secured against hypothecation of specific asset
purchased from that loan and personal guarantee of one director of company.
Secured Loan repayable within one year is given in the table below year wise:-
YEAR AMOUNT (Rs. In lakhs)
Ended on 31st March,2007 239.45
Ended on 31st March, 2008 1795.01
Ended on 31st March,2009 1053.25
Period Ended on 31st December,2009 779.44
g) Unsecured Loan:-
Unsecured Loan includes interest accrued and provided thereon.
h). Deferred Tax Liability
The significant component and classification of deferred tax liability on account of timing difference are:
(Rs. In lacs)
Particulars
Period
ended
December
31,2009
Year ended
March
31,2009
Year ended
March
31,2008
Year
ended
March
31,2007
Difference in WDV of Fixed Assets as per Tax
Book and financial Books. 1084.42 902.40 645.37 507.08
Less: Reversal of Timing Difference during the
period of 80 IA Benefit -0.29 -2.28 26.45 -
Net Timing Difference 1084.71 904.68 618.92 507.08
Deferred tax Liability 368.70 307.51 210.38 170.69
i) Segment Reporting:-
The company has a single segment namely “Core Infrastructure”. Therefore, the company‟s business
does not fall under different business segments as defined by “AS-17 “Segment Reporting” issued by the
Institute of Chartered Accountants of India.
j) Foreign Exchange Earnings and Outgo:-
(Rs. In lacs)
164
Particulars
Period ended
December
31,2009
Year ended
March 31,2009
Year ended
March 31,2008
Year ended
March 31,2007
Traveling Expenditure Nil 14.16 Nil Nil
k) Balances of the Debtors, Creditors and Loans and Advances in the accounts are subject to confirmation and
the balances are shown as net off to the extent applicable.
l) Tax Deducted at Source on Gross Bill Works are subject to reconciliation with respective certificates and
gross bill works.
m) Pursuant to Accounting Standard – AS 28 – Impairment of Assets issued by the Institute of Chartered
Accountants of India, the company has assessed its fixed assets for impairment as at March 31, 2009 and
concluded that there has been no significant impaired fixed asset that needs to be recognized in the book of
accounts.
n) The Provision for Taxation for the company has been made considering the profits for the period ended on
December 31, 2009, which will be finalized based on profit for the year ended on 31st March, 2010.
o) Related parties are as identified & certified by the management and verified by the auditor.
p) The “Other Income” as Recurring and Non-Recurring is based on business operations and business activities
as determined by the Management.
q) On March 18, 2008, the Company was subjected to a search/ survey under section 132 and 133 of the
Income Tax Act, 1961. During the course of this search / survey, the Income Tax Authorities have taken
custody of certain documents / records and recorded statement of certain officials of the company.
r) Information pursuant to provisions of paragraphs 3 and 4 of the part II of Schedule VI to the Companies
Act, 1956 is not applicable as the organization is a construction company.
s) Previous year figures has been regrouped and/or rearranged wherever required.
As per our report Attached.
For R.K. CHANDAK & CO For and on Behalf of the Board of Directors
Chartered Accountants Jain Infraprojects Limited
Rajesh Kumar Chandak, Mannoj Kumar Jain
Partner Chairman
Membership No.054637
FRN No: -319248E Ashok Chadha
Kolkata Vice Chairman-cum- Managing Director
Sumit Surana
Dated: the 18th
day of June, 2010. Company Secretary
165
Annexure – V
STATEMENT OF DIVIDEND
Particulars Dec. 31
,2009
Year ended March 31,
2009 2008 2007
Equity Shares
Paid Up Share Capital (Rs. In Lacs) 2521.39 2,315.39 1,832.51 1734.38
Face Value (Rs.) 10.00 10.00 10.00 10.00
Rate of Dividend (%) - 10.00 10.00 -
Dividend Amount (Rs. In Lacs ) - 186.05 173.52 -
Corporate Dividend Tax (Rs. In Lacs ) - 31.62 29.49 -
No. of Equity Share of Rs. 10 Each 25,213,850 23,153,850 18,325,100 17,343,780
Dividend has been declared on pro rata basis for the shares held for the period.
166
ANNEXURE VI
SUMMARY OF ACCOUNTING RATIO:-
Particulars Dec. 31, 2009 Year ended March 31,
2009 2008 2007
Basic & Diluted Earning Per Share ( EPS ) 17.28 17.84 10.96 7.38
Return on Net Worth( % ) 21.85 26.07 39.66 26.33
Net Assets Value Per Share (Rs.) 79.06 68.42 27.62 47.01
Profit after Tax (Rs. In Lacs ) 4,134.46 3,319.34 1,901.00 640.19
Net Worth (Rs. In Lacs ) 18920.74 12730.21 4793.01 2431.35
Weighted Average No. of Shares
Outstanding 2,39,32.905 1,86,05,186 1,73,51,824 51,71,441
No. of Shares Outstanding 2,52,13,850 2,31,53,850 1,83,25,100 1,73,43,780
Note: The above ratios have been computed as below:
Earning Per Share Profit after tax
Weighted average No. of equity shares outstanding during the year
Return on Net Worth ( % ) Profit after tax
Net Worth at the end of year
Net Asset Value Per Share (Rs.)
Net Worth at the end of the year
Weighted average no. of equity share outstanding at the end of the
year
* Profit for the period 7th
November, 2006 to 31st March, 2007 has been considered for the computation of
Earning per Share (EPS).
Note: For December 31, 2009, EPS calculated on Nine month basis.
167
Annexure – VII
STATEMENT OF CAPITALISATION (Rs in lacs)
Particulars Pre Issue as on
December 31, 2009
Pre Issue as on
March 31, 2009 Post Issue *
Loans- Secured and Unsecured
Short Term Debt 22778.14 16,614.71 [●]
Long Term Debt 12198.68 1,720.85 [●]
Total Debt 34,976.82 18,335.56 [●]
Share Holder's Fund
Share Capital 2,521.39 2,315.39 [●]
Reserve & Surplus 16,413.79 10,434.33 [●]
Sub-Total 18,935.18 12,749.72 [●]
Less: Preliminary Expenses not written off 14.44 19.51 [●]
Total Shareholders Fund 18,920.74 12,730.21 [●]
Long Term Debt/ Equity 0.65 0.14 [●]
* will be calculated after finalization of issue price
168
Annexure - VIII
STATEMENT OF TAX SHELTER (As Restated)
(Rs in lacs)
Particulars
Dec. 31,
2009
As at March 31,
2009 2008 2007 2006 2005
Profit as per Books of Account- Before
Tax 5064.43 3865.60 2237.31 970.38 273.89 267.08
Tax Rate (Including Surcharge &
Cess)% 33.99% 33.99% 33.99% 33.66% 33.66% 36.60%
MAT Rate (Including Surcharge &
Cess)% 17.00% 11.33% 11.33% 11.22% 8.42% 7.84%
Notional Tax Payable-(A) 1,721.40 1,313.92 760.46 326.63 92.19 97.75
B) Adjustments
1-Impact in respect of profit from
industrial undertaking engaged in
Infrastructure Development u/s 80-IA 2314.6 2,353.20 1,375.28 - - -
2-Impact in respect of Depreciation on
Fixed Assets 182.02 257.04 38.18 73.42 59.64 170.89
3- Other Adjustments 11.82 (29.17) (18.75) - - -
Total B 2,508.44 2,581.07 1,394.71 73.42 59.64 170.89
Tax Burden / (Savings) thereon (852.62) (877.30) (474.06) (24.71) (20.07) (62.55)
Total Tax 868.78 436.61 286.40 301.92 72.12 35.20
Income Tax as per MAT 860.95 437.97 253.49 108.88 23.06 20.94
MAT Credit - - - - - -
Tax Payable - - - - - -
Tax as per Profit & Loss Account 868.78 437.97 286.40 301.92 72.12 35.20
The Provision for Taxation for the company has been made considering the profits for the period ended on
December 31, 2009, which will be finalized based on profit for the year ended on 31st March, 2010.
169
Annexure – IX
STATEMENT OF LOANS & ADVANCES (As Restated)
(Rs in lacs)
Particulars Dec.
31,2009
As at March 31,
2009 2008 2007 2006 2005
Advances in cash or kind or for value to
be received 10,873.75 6,233.26 3,646.99 910.80 339.85 262.70
Advance Payment of Taxes/Tax
Deducted at source 1,996.07 1,253.59 471.12 149.67 - -
Total 12,869.82 7,486.85 4,118.11 1,060.47 339.85 262.70
170
STATEMENT OF SECURED LOANS (As Restated)
Annexure – X
(Rs in lacs)
Particulars Dec. 31
,2009
As at March 31,
2009 2008 2007 2006 2005
LONG TERM LOANS
Schedule Bank 11,104.01 - - - - -
Equipment Finance ( Secured by
the hypothecation of the
equipments acquired under finance
from schedule bank)
59.65 205.77 403.76 1,554.21 101.47 9.35
Equipment Finance ( Secured by
the hypothecation of the
equipments acquired under finance
from others)
1,035.03 1,515.08 3,463.16 85.50 676.43 733.19
SHORT TERM LOANS:
Schedule Bank 19,472.87 15,469.93 9,477.51 2,637.03 742.72 497.82
Total 31,671.56 17,190.78 13,344.43 4,276.74 1,520.62 1,240.36
171
STATEMENT OF UNSECURED LOANS (As Restated)
Annexure – XI
(Rs in lacs)
Particulars Dec. 31,
2009
As at March 31,
2009 2008 2007 2006 2005
Loans From Body Corporate 3113.57 1036.76 1772.69 332.12 3.00 50.00
Loans From a Director 191.69 108.02 32.35 50.00 - -
Loans From Others - - - - 28.09 53.09
Total Unsecured Loans 3305.26 1144.78 1805.04 382.12 31.09 103.09
172
STATEMENT OF INVESTMENTS (As Restated)
Annexure – XII(Rs in lacs)
Particulars Dec. 31,
2009
As at March 31,
2009 2008 2007 2006 2005
Long Term Investment -
Jain Infra Global UAE, FZE 49.70 49.70 - - - -
Total 49.70 49.70 - - - -
173
Statement of Sundry Debtors (As Restated)
Annexure – XIII(Rs in lacs)
Particulars Dec. 31,
2009
As at March 31,
2009 2008 2007 2006 2005
Debt outstanding for a period
exceeding Six months 514.97 485.72 355.49 - 2.11 2.11
Debt outstanding for a period not
exceeding Six months 24148.59 8018.48 2523.16 3017.67 133.71 1173.94
Total Sundry Debtors 24,663.56 8,504.20 2,878.65 3,017.67 135.82 1,176.05
174
Contingent Liabilities
Annexure – XIV(Rs in lacs)
Particulars Dec. 31 ,
2009
As at March
31, 2009
As at March
31, 2008
As at March
31, 2007
Bank Guarantee against which Fixed
Deposit receipt have been pledged towards
margins
15124.68 10982.63 2426.78 1336.59
Estimated amount of contract remaining to
be executed on capital account and not
provided
NIL NIL NIL 376.00
Company has executed Corporate
Guarantee on behalf of Jain Steel & Power
Ltd & Jain Realty Limited.
6258.52** 5810.64* 2800.00 2800.00
Company has executed Corporate
Guarantee on behalf of Prakash Vanijya
Private Limited.
647.69 NIL NIL NIL
* In the Year ended 31 March, 2009 Company has executed Corporate guarantee on Behalf of Jain Steel &
Power Ltd Rs. 4023.64 Lacs and on behalf of Jain Realty Ltd Rs. 1787.00 Lacs.
** In the period ended 31 Dec, 2009 Company has executed corporate guarantee on Behalf of Jain Steel &
Power Ltd Rs. 4264.00 Lacs and on behalf of Jain Realty Ltd Rs. 1994.52 Lacs.
175
Annexure-XV
DETAIL OF RELATED PARTIES AS PER AS-18
List of Related Parties Relationship
Name of The Related Party
1 Promoters/ Directors
Mr. Mannoj Kumar Jain Promoter Director
Mrs. Rekha Mannoj Jain Promoter Director
M/s Smriti Food Park Private Limited Promoter
M/s Prakash Endeavours Private Limited Promoter
M/s Tushita Builders Private Limited Promoter
Mr. Sunder Shyam Dua Independed Non –Executive Director
Mr. Ashok Kumar Chadha Managing Director
2 Subsidiary Company
Jain Infra Global F.Z.E, UAE Subsidiary Company
3 Companies / Firms in which Promoters / Directors or their Relative Having significant influence
Bengal Infrastructure Development Private Limited Group Company
Jain Coke & Power Private Limited Group Company
Jain Energy Limited Group Company
Jain Energy Trading Limited Group Company
Jain Infra Developers Private Limited Group Company
Jain Natural Resources Limited Group Company
Jain Power Limited Group Company
Jain Realty Limited Group Company
Jain Renewable Energy Private Limited Group Company
Jain Space Infra Venture Limited Group Company
M K Media Pvt Ltd Group Company
Neptune Plaza Maker Private Limited Group Company
Odyssey Realtors Private Limited Group Company
Prakash Endeavours Private Limited Group Company
Prakash Petrochemicals Limited Group Company
Prakash Vanijya Private Limited Group Company
Smriti Food Park Private Limited Group Company
Trinity Nirman Private Limited Group Company
Tushita Builders Private Limited Group Company
Jain Heavy Industries Private Limited Group Company
Suraj Abasan Private Limited Group Company
Jain Steel And Power Limited Group Company
4 Ex Promoters/ Directors
Mr. Darshan Lal Jain Promoter Director
Mrs. Janki Devi Jain Promoter Director
Mr. Parmod Kumar Dhawan Director
Mr. Prem Prakash Sharma Director
Mr. Kalyan K. Chattopadhyay Director
176
Statement Showing Related Parties Transactions (As Restated)(Rs. In Lacs)
S. No.
Name of Related Party
Nature of Transaction
01.04.2009 to
31.12.2009 31.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005
1 MANNOJ KUMAR JAIN
Salary 45.00 39.60 26.28 13.56 - -
Profit - - - 106.47 45.78 32.07
Interest 3.33 4.80 13.92 - - -
Loan Given/ (Taken)
(78.67) (71.42) 17.65 (50.00)
Balance at year end
(189.24) (108.03) (32.34) (50.00)
2 REKHA MANNOJ JAIN Profit - - - 4.57 - -
3 ASHOK KUMAR CHADHA Salary
97.50 - - - - -
4
PRAKASH ENDEAVOURS PVT. LIMITED Profit
- - - 31.97 45.78 -
5 SMRITI FOOD PARK PRIVATE LIMITED Profit
- - - 60.74 45.78 32.07
6 TUSHITA BUILDERS PRIVATE LIMITED Profit
- - - 2.28 - -
Companies / Firms in which Promoters/Directors or their Relatives having significant influence
1 JAIN COKE & POWER PRIVATE LIMITED
Loan Given/ (Taken)
0.01 -
Balance at year end
(0.01) (0.01) - - - -
2 JAIN ENERGY LIMITED
Loan Given/ (Taken)
(691.23) 283.83 (61.09) 50.03 22.00 (25.00)
Balance at year end
(421.46) 269.77 (14.06) 47.03 (3.00) (25.00)
3 JAIN REALTY LIMITED
Interest Income
- - 3.85 - - -
Loan Given/ (Taken)
(811.60) (1,946.36) 202.86 1.59 - -
Balance at year end
(2,550.54) (1,738.94) 207.42 1.59 - -
4 JAIN RENEWABLE ENERGY PRIVATE LIMITED
Loan Given/ (Taken)
0.35
Balance at year end
0.35 - - - - -
5 JAIN SPACE INFRA VENTURE LIMITED
Interest Income
- - 0.25 - - -
Loan Given/ (Taken)
124.00 (5.19) 5.00
Balance at year end
124.00 - 5.19 - - -
6 PRAKASH ENDEAVOURS PRIVATE LIMITED
Rent 8.74 11.76 11.56 2.25 1.20 -
Loan Given/ (Taken)
79.41 62.60 11.91 65.76 (54.99)
Balance at year end
164.69 85.28 22.68 10.77 (54.99)
7 PRAKASH PETROCHEMICALS LIMITED
Loan Given/ (Taken)
(3.10) 53.92 -
Balance at year end
50.82 53.92 - - - -
8 PRAKASH VANIJYA Loan Given/ - - - (15.00) 15.00 -
177
S. No.
Name of Related Party
Nature of Transaction
01.04.2009 to
31.12.2009 31.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005
PRIVATE LIMITED (Taken)
Balance at year end
- - - - 15.00 -
9 SMRITI FOOD PARK PRIVATE LIMITED
Loan Given/ (Taken)
132.00 (185.00)
Balance at year end
(53.00) (185.00) - - -
10 TUSHITA BUILDERS PRIVATE LIMITED
Loan Given/ (Taken)
417.99 (734.10) 224.61 362.04 (194.01) 11.00
Balance at year end
87.53 (330.46) 403.64 179.03 (183.01) 11.00
11 JAIN STEEL AND POWER LIMITED
Loan Given/ (Taken)
29.36 (38.93) 336.93 52.63 13.00 153.49
Balance at year end
546.48 517.12 556.05 219.12 166.49 153.49
12 DARSHAN LAL JAIN Profit - - 4.57 - -
13 JANKI DEVI JAIN Profit - - - 2.28 - -
Notes: Figure in bracket in balance at year end shows credit balance
178
STATEMENT OF CURRENT LIABILITIES AND PROVISIONS
ANNEXURE -XVI (Rs in lacs)
Particulars Dec.
31,2009
As at March 31,
2009 2008 2007 2006 2005
Current Liabilities
Sundry Creditors for Goods & Expenses 16,428.39 9,875.30 2,797.13 2,064.58 274.24 285.44
Other Liabilities 1,109.04 453.20 280.84 193.37 0.90 290.34
Total ( A ) 17,537.43 10,328.50 3,077.97 2,257.95 275.14 575.78
Provisions
Provision For Gratuity & Leave
Encashment 36.10 47.93 18.75 - - -
Provision For Income Tax 1967.64 1098.86 660.89 374.50 72.11 35.20
Provision For Fringe Benefit Tax 30.16 30.16 19.00 8.78 4.77 -
Proposed Dividend - 186.05 173.52 - - -
Provision for Corporate Tax on Dividend - 31.62 29.49 - - -
Total ( B ) 2,033.90 1,394.62 901.65 383.28 76.88 35.20
Total ( A + B ) 19,571.33 11,723.12 3,979.63 2,641.23 352.02 610.98
179
STATEMENT OF OTHER INCOME
Annexure – XVII(Rs in lacs)
Particulars Dec.
31,2009
As at March 31,
2009 2008 2007 2006 2005
Recurring Income
Interest on FD 109.56 145.52 213.46 0.58 3.33 2.50
Non- Recurring Income
Misc Income 63.55 70.55 51.98 35.31 14.58 -
Foreign Exchange Fluctuation 55.00 - - - - -
Total 228.11 216.07 265.44 35.89 17.91 2.50
180
STATEMENT OF DEFERRED TAX LIABILITY/ ASSETS (As Restated)
Annexure – XVIII(Rs in lacs)
Particulars As on
31/12/2009
As on
31/03/2009
As on
31/03/2008
As on
31/03/2007
As on
31/03/2006
As on
31/03/2005
Deferred Tax Liabilities
On Difference between
book and Tax WDV of the
Fixed assets
368.70 307.51 210.38 170.69 146.43 137.36
Total (A) 368.70 307.51 210.38 170.69 146.43 137.36
Deferred Tax Assets
Arising on account of
Business losses etc - - - - - -
Total (B) - - - - - -
Deferred Tax Liabilities
(A-B) 368.70 307.51 210.38 170.69 146.43 137.36
Current year/ period
charge/ Credit 61.19 97.13 39.69 24.26 9.07 137.36
181
STATEMENT OF EARNINGS PER SHARE
ANNEXURE – XIX (Rs in lacs)
S
r.
N
o
.
Particulars
For the
Period Ended
on Dec 31,
2009
For the
Year
ended
March
31,2009
For the
Year
ended
March
31,2008
For the
Year ended
March
31,2007
1 Profit computation for earning per share of
Rs.10/- each
Net Profit as per Profit & Loss Account
before earlier years tax(Rs in Lacs)
4,134.46 3,319.34 1,901.00 381.40*
Net Profit as per Profit & Loss Account
after earlier years tax(Rs in Lacs)
4,125.46 3,319.34 1,901.00 381.40*
2 Weighted average number of equity share
for EPS computation
For Basic EPS No 23932905 18605186 17351824 5171441
For Diluted EPS No 23932905 18605186 17351824 5171441
3 Basic EPS ( Weighted average )
Basic EPS ( before earlier years tax ) (Rs
) 17.28 17.84 10.96 7.38
Basic EPS ( after earlier years tax ) (Rs
) 17.23 17.84 10.96 7.38
4 Diluted EPS ( Weighted average )
Diluted EPS ( before earlier years tax ) 17.28 17.84 10.96 7.38
Diluted EPS ( after earlier years tax ) 17.23 17.84 10.96 7.38
* Profit for the period 7th
November, 2006 to 31st March, 2007 has been considered for the computation of
Earning Per Share (EPS).
182
AUDITORS REPORT: CONSOLIDATED FINANCIALS
To,
The Board of Directors,
JAIN INFRAPROJECTS LIMITED
39,Shakespeare Sarani
Kolkata-700 017
Dear Sir,
Reg: Proposed Public Offer of Jain Infraprojects Limited.
Auditors‟ Report as required by Part II of Schedule II of the Companies Act ,1956
We have examined the consolidated financial information of Jain Infraprojects Limited (formerly Bengal
Infrastructure Limited) („„the Company”) annexed hereto with this report for the purpose of inclusion in the
Draft Red Herring Prospectus („DRHP‟). The financial information has been prepared in accordance with
Paragraph B(1) of Part II of the Companies Act 1956,(„the Act”), the Securities and Exchange Board of India
(„SEBI‟)–Issue of capital and Disclosure Requirements Regulations 2009 (the ICDR regulations ), the Guidance
Note on Reports in Company Prospectus (Revised) issued by the Institute of Chartered Accountants („ICAI‟)
and term of engagement agreed upon by us with the Company. The information has been prepared by the
Company and approved by the Board of Directors.
A. Financial Information as per Audited Financial Statements
i. The attached restated consolidated Statements of Assets and Liabilities as at December 31st 2009,
March 31st 2009 , March 31
st 2008 ,March 31
st 2007, March 31
st 2006 and March 31
st 2005.(
Annexure I).
ii. The attached restated consolidated Statements of Profit & Loss account for the nine month period
ended December 31st2009, and year ended March 31
st 2009, March 31
st 2008, March 31
st 2007, March
31st 2006 and March 31
st 2005.(Annexure II).
iii. The attached restated consolidated Statements of Cash Flow for the nine month period ended December
31st, 2009 and March 31
st 2009, March 31
st 2008, March 31
st 2007,March 31
st 2006 and March 31
st
2005.(Annexure III).
iv. the significant accounting policies adopted by the Company as at and for the nine month period
December 31,2009 and notes to the Restated Summary Statements (Annexure IV)
-collectively referred to as the „Restated Consolidated Summary Statements”
The Restated Consolidated Summary Statements have been extracted from audited financial statements of the
Company as at and for the nine month period ended December 31st 2009 and year ended March 31
st 2009,March
31st 2008,March 31
st 2007, March 31
st 2006 and March 31
st 2005 which have been approved by the Board of
Directors. Further,
Audit of the financial statement as at and for the period ended 06.11.2006, year ended 31st March 2006
and 31st March 2005 of the erstwhile partnership firm was conducted by M/s Sinhal & Associates,
Chartered Accountants, being the auditor of the erstwhile partnership firm for the above period /years.
Audit of the financial statement as at and for the period ended 31.12.2009 of the overseas branch was
conducted by M/s Kaid Auditing Company, Chartered Accountants, being the auditor of the branch for
the above period
Audit of the financial statement as at and for the period ended 31.12.2009 of the overseas subsidiary
was conducted by M/s Kaid & Co., Chartered Accountants, being the auditor of the subsidiary for the
above period. The financial statements reflect total assets (net) of Rs. 153.54 lacs and total revenue of
Rs. 3943.92 lacs.
and accordingly reliance has been placed on the financial statements audited and reported upon by the respective
Auditor‟s for the said period/ years.
183
B. Based on our examination on these Summary Statements, we state that
The restated consolidated profits have been arrived at after making such adjustments and regroupings
as in our opinion are appropriate in the year/period to which they relate.
The restated consolidated summary statements have to be read in conjunction with the significant
accounting policies and the notes given in Annexure IV to this report.
There are no prior periods items, which are required to be adjusted in the restated consolidated
summary statements in the year/ period they relate.
There are no qualifications in the auditor‟s report, which require any adjustments in the summary
statements.
C. Other Financial Information as per Audited Financial Statements:
We have also examined the following financials relating to Company, which is based on the Restated Summary
Statements/audited financial statements and approved by the Board of Directors for the purpose of inclusion
herein:
1. Statement of Rate of Dividend- Annexure V
2. Statement of Accounting Ratios-Annexure VI
3. Statement of Capitalization as at 31st March 2009 and 31
st December 2009 -Annexure -VII
4. Statement of Tax Shelter- Annexure -VIII
5. Statement of Loans and advances Annexure -IX
6. Statement of Secured Loans - Annexure -X
7. Statement of Unsecured Loans- Annexure -XI
8. Statements of Sundry Debtors- Annexure -XII
9. Statement of Contingent Liabilities not provided for- Annexure -XIII
10. Statement of Related Party Transaction- Annexure -XIV
11. Statement of Current Liabilities & Provisions- Annexure –XV
12. Statement of Other Income- Annexure -XVI
13. Statement of DTL & DTA- Annexure -XVII
14. Statement of Earning Per Share- Annexure -XVIII
In respect of the other „Financial Information‟ stated above we have relied upon the audited financial statements
for period ended 06.11.2006, year ended 31 March 2006 and 31 March 2005 (the erstwhile partnership firm)
which were audited and reported by M/s Sinhal & Associates, Chartered Accountants, as stated above.
Incorporated in the restated consolidated summary statement are the financial statements of a branch opened in
the United Arab Emirates on 5th
March 2009. The account of the branch for the period 5th
March 2009 to 31st
December 2009 have been audited by the auditor of the branch and accordingly reliance has been placed on the
financial statements so audited and reported. The extract in respect to financial information for the period
starting from 5th
March 2009 to 31st March 2009 and period starting from first 1
st April 2009 to 31
st December
2009 in respect to branch incorporated in the restated summary statement have been provided to us by the
management from the audited financial information of the branch and accordingly we have placed our reliance
on the financial information so provided by the management for the said periods.
Incorporated in the restated consolidated summary statements are the financial statements of a subsidiary
opened in the United Arab Emirates on 22nd
January 2009. The account of the subsidiary for the period 22nd
January 2009 to 31st December 2009 have been audited by other auditors and accordingly reliance has been
placed on the financial statements so audited and reported. The extract in respect to financial information for the
period starting from 22nd
January 2009 to 31st March 2009 and period starting from first 1
st April 2009 to 31
st
184
December 2009 in respect to subsidiary incorporated in the restated consolidated summary statement have been
provided to us by the management from the audited financial information of the subsidiary and accordingly we
have placed our reliance on the financial information so provided by the management for the said periods.
In our opinion, the financial information of the Company as attached to this report, as mentioned in paragraph
A,B and C above, read with significant accounting policies and notes enclosed in Annexure IV has been
prepared in accordance with Part II of Schedule II of the Act and the Regulation issued by SEBI.
We have no responsibility to update our report for events and circumstances occurring after date of the report.
This report is in intended solely for your information and for inclusion in the Offer Document in connection
with the proposed public offering of the Company and is not to be used, referred to or distributed for any other
purpose without our prior written consent.
For R.K.Chandak & Co
Chartered Accountants
(Rajesh Kumar Chandak)
Partner
Membership No: 054637
Firm Registration Number: 319248E
Dated: the day of June,2010
Place: Kolkata
185
ANNEXURE I
STATEMENT OF ASSETS AND LIABILITIES (Rs in lacs)
Sr. No. Particulars
As at 31st
December,2009
As at 31st
March, 2009
As at 31st
March, 2008
As at 31st
March, 2007*
As at 31st
March, 2006
As at 31st
March, 2005
A Fixed Assets
Gross Block 4,712.68 4,631.09 2,655.10 1816.30 1466.65 1179.31
Less : Depreciation 749.69 563.65 377.72 256.53 180.10 113.89
Net Block 3,962.99 4,067.44 2,277.38 1559.77 1286.55 1065.42
Capital Work in Progress - - - 396.90 - -
Less : Revaluation Reserve - - - - - -
Net Block after adjustment
for Revaluation Reserve. 3,962.99 4,067.44 2,277.38 1,956.67 1,286.55 1,065.42
B Foreign Currency
Translation Reserve 12.30 - - - - -
C Current Assets, Loans &
Advances
Inventories 29,271.53 20,930.79 13,034.60 3673.87 1475.61 353.11
Sundry Debtors 24,815.24 8,715.04 2,878.65 3017.67 135.82 1176.05
Cash and Bank Balances 3,306.86 2,059.14 1,823.75 221.76 76.31 83.99
Loans and Advances 12,869.82 7,486.85 4,118.11 1,060.47 339.85 262.70
Total 70,263.45 39,191.82 21,855.11 7,973.77 2,027.59 1,875.85
D Liabilities and Provisions
Secured Loans 31,671.56 17,190.78 13,344.43 4276.74 1,520.62 1240.36
Unsecured Loans 3,305.26 1,144.78 1,805.04 382.12 31.09 103.09
Share Application Money 285.00 - - 28.31 - -
Deferred Tax Liability (Net) 368.70 307.51 210.38 170.69 146.43 137.36
Current Liabilities &
Provisions 19,571.34 11,770.06 3,979.63 2641.23 352.02 610.98
Total 55,201.86 30,413.13 19,339.48 7499.09 2050.16 2091.79
E Net Worth (A+B+C-D) 19,036.88 12,846.13 4,793.01 2431.35 1263.98 849.48
F Represented by
Equity Share
Capital/Partners capital 2,521.39 2,315.39 1,832.51 1734.38 1263.98 849.48
Reserves & Surplus 16,529.93 10,550.25 2,986.77 699.99 0.00 0.00
Less : Miscellaneous
Expenses ( To the extent not
written off)
14.44 19.51 26.27 3.02 - -
Net Worth 19,036.88 12,846.13 4793.01 2431.35 1263.98 849.48
*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction
Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects
Limited.
For R.K. CHANDAK & CO For and on Behalf of the Board of Directors
Chartered Accountants Jain Infraprojects Limited
Rajesh Kumar Chandak, Mannoj Kumar Jain
Partner Chairman
Membership No.054637
FRN No: -319248E Ashok Chadha
Kolkata Vice Chairman-cum- Managing Director
Sumit Surana
Dated: the 18th
day of June, 2010. Company Secretary
186
ANNEXURE II
STATEMENT OF PROFIT AND LOSS ACCOUNT (Rs in lacs)
Sr.No.
Particulars
For the period
ended on 31
st
December,2009
For the year
ended on 31
st
March,2009
For the year
ended on 31
st
March,2008
For the year
ended on 31
st
March,2007*
For the year
ended on 31
st
March,2006
For the year
ended on 31
st
March,2005
A
Income
Gross Contract Receipts 67,783.19 51,708.53 21,298.21 10,468.66 3,244.26 4,141.62
Other Income 228.11 216.07 265.44 35.89 17.91 2.50
Increase(Decrease in
Inventories) 8,340.75 7,896.18 9,360.74 2,198.25 1,122.51 (395.91)
Total 76,352.05 59,820.78 30,924.39 12,702.80 4,384.68 3,748.21
B Expenditure
Raw Materials Consumed 33,821.92 41,403.16 19,550.30 7,551.58 1,306.30 1,338.77
Other Contract Operating
Expenses 32,832.86 8,770.20 6,067.65 2,674.22 2,416.45 1,803.34
Staff Costs 817.73 714.63 518.31 822.35 105.70 3.47
Administrative & Other
Expenses 558.47 1,455.21 578.88 305.55 121.32 95.40
Total 68,030.98 52,343.20 26,715.14 11,353.70 3,949.77 3,240.98
C Net Profit before Interest,
Depreciation, Tax and
Extraordinary items
8,321.07 7,477.58 4,209.25 1,349.10 434.91 507.23
Depreciation 186.04 185.93 121.20 80.81 66.21 54.77
Interest & Financial
Charges 3,067.04 3,313.46 1,850.74 297.91 94.81 185.38
Profit / Loss before Tax but
before Extra - ordinary
Items
5,067.99 3,978.19 2,237.31 970.38 273.89 267.08
Provision for Taxation
- Current Tax 868.78 437.97 286.40 301.92 72.12 35.20
- Deferred Tax 61.19 97.13 39.69 24.26 9.07 137.36
- Fringe Benefit Tax - 11.16 10.22 4.01 4.77 -
D
Profit / Loss after Tax but
before Extra - ordinary
Items
4,138.02 3,431.93 1,901.00 640.19 187.93 94.52
Extra-ordinary Items - - - - - -
Add/(Less) Taxation
Adjustment (9.00) - - (15.52) - -
Effect of change in
accounting policy on
account of deferred tax
provisions
- - - (146.42) - -
Effect of change in
accounting policy on
account of Depreciation
- - - 465.02 - 204.50
E Profit/Loss after Extra-
ordinary Items 4,129.02 3,431.93 1,901.00 943.27 187.93 299.02
Add: Balance b/f from last
year 5,572.24 2377.98 699.99 - - -
Profit available for
appropriation 9,701.26 5809.91 2,600.99 943.27 187.93 299.02
Proposed Dividend - 186.05 173.52 - - -
Tax thereon - 31.62 29.49 - - -
Transfer to General Reserve - 20.00 20.00 - - -
187
Sr.No.
Particulars
For the period
ended on 31
st
December,2009
For the year
ended on 31
st
March,2009
For the year
ended on 31
st
March,2008
For the year
ended on 31
st
March,2007*
For the year
ended on 31
st
March,2006
For the year
ended on 31
st
March,2005
Less : Profit for the period
ended 06/11/2006 - - - 243.28 - -
Profit Transferred to Balance
Sheet 9,701.26 5,572.24 2,377.98 699.99 187.93 299.02
*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction
Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects
Limited.
For R.K. CHANDAK & CO For and on Behalf of the Board of Directors
Chartered Accountants Jain Infraprojects Limited
Rajesh Kumar Chandak, Mannoj Kumar Jain
Partner Chairman
Membership No.054637
FRN No: -319248E Ashok Chadha
Kolkata Vice Chairman-cum- Managing Director
Sumit Surana
Dated: the 18th
day of June, 2010. Company Secretary
188
ANNEXURE III
STATEMENT OF CASH FLOW (Rs in lacs)
Particulars
For the period ended
on 31st December,
2009
For the year ended on 31st March,2009
For the year ended on 31st March,2008
For the year ended on 31st March,2007*
For the year ended on 31st March,2006
For the year ended on 31st March,2005
Cash Flows from Operating Activities
Net Profit before Taxation 5067.99 3978.19 2237.31 970.38 273.89 267.08
Adjustments for:
Depreciation 186.04 185.93 121.20 80.81 66.21 54.77
Interest/ Dividend Income (109.56) (145.52) (213.46) (0.58) (3.33) (2.50)
Less : Adjustments
Profit pertain to partnership firm
transfer to partner’s capital account
- - - (243.28) - -
Effect of change in accounting policy
on account of deferred tax provisions
- - - (146.42) - -
Effect of change in accounting policy
on account of Depreciation - - - 465.02 - -
Preliminary expenses Written off 5.06 6.75 6.75 0.75 - -
Interest Paid 3067.04 3313.46 1850.74 297.91 94.81 185.38
Loss on sale of Assets - - - 14.03 - -
Provision for Gratuity & Leave encashment
(11.83) 29.18 18.75 - - -
Operating Profit before Working Capital Changes
8,204.74 7,367.99 4,021.29 1,438.62 431.58 504.73
Change in Trade and Other Receivables
(20,740.69) (8,422.66) (2,597.16) (3,452.80) 963.08 (1,251.61)
Change in Inventories (8,340.74) (7,896.19) (9,360.73) (2,198.26) (1,122.50) 395.91
Change in Current Liabilities 7,162.01 7,297.46 820.02 1982.82 (300.64) 386.68
Income-tax paid (751.48) (782.46) (321.45) (164.73) (35.20) -
Preliminary Expenses - - (30.00) (3.77) - -
Net Cash Flow from Operating Activities
(14,466.16) (2,435.86) (7,468.03) (2,398.12) (63.68) 35.71
Cash Flow from Investing Activities
Purchase of Fixed Assets (81.59) (1,975.99) (838.80) (426.06) (287.34) (455.77)
Sale of Fixed Assets - - - 58.00 - -
Capital Work- In- Progress - - 396.90 (396.90) - -
Interest Received 109.56 145.52 213.46 0.58 3.33 2.50
Investments Purchased - - - -
Net Cash Flow used in Investing Activities
27.97 (1,830.47) (228.44) (764.38) (284.01) (453.27)
Proceeds from Issuance of Capital 2,060.00 4828.75 686.92 470.40 226.56 95.35
Share Application Money Received 285.00 - (28.31) 28.31 - -
Interest Paid (3,067.04) (3,313.46) (1,850.74) (297.91) (94.81) (185.38)
Increase/ (Decrease) in Foreign Currency Translation
(15.64) 3.34
Proceeds from Secured Loans 14,480.78 3,846.35 9,067.68 2,756.12 280.26 410.05
Proceeds from Unsecured Loans 2,160.48 (660.25) 1,422.91 351.03 (72.00) 75.00
Dividend Paid including Dividend Distribution Tax
(217.67) (203.01) - - - -
Net Cash Flow from Financing Activities
15685.91 4501.72 9298.46 3307.95 340.01 395.02
Net increase in cash and cash 1,247.72 235.39 1,601.99 145.45 (7.68) (22.54)
189
Particulars
For the period ended
on 31st December,
2009
For the year ended on 31st March,2009
For the year ended on 31st March,2008
For the year ended on 31st March,2007*
For the year ended on 31st March,2006
For the year ended on 31st March,2005
equivalents
Cash and Cash Equivalents (Opening Balance)
2,059.14 1,823.75 221.76 76.31 83.99 106.53
Cash and Cash Equivalents (Closing Balance)
3,306.86 2,059.14 1,823.75 221.76 76.31 83.99
*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction
Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects
Limited.
For R.K. CHANDAK & CO For and on Behalf of the Board of Directors
Chartered Accountants Jain Infraprojects Limited
Rajesh Kumar Chandak, Mannoj Kumar Jain
Partner Chairman
Membership No.054637
FRN No: -319248E Ashok Chadha
Kolkata Vice Chairman-cum- Managing Director
Sumit Surana
Dated: the 18th
day of June, 2010. Company Secretary
190
Annexure IV
Notes to the Restated Consolidated Statement of Assets & Liabilities, Profit & Loss and Cash Flows, As
Restated under Indian GAAP, for Jain Infra projects Limited.
A) Background:-
a) Jain Infraprojects Limited (formerly Bengal Infrastructure Limited), is primarily engaged in the business
of Construction of Road, Bridge, Highway and Infrastructure Development etc. and its subsidiaries is
engaged in infrastructure activities and allied services.
b) i)The restated consolidated statements of assets and liabilities of the company as at December 31, 2009
and March 31, 2009 and the related restated consolidated statements of Profit & Loss and Cash Flow
(hereinafter collectively referred to as “Restated Consolidated Statements“) related to Jain Infraprojects
Limited (the “Company‟‟) and its subsidiary (such subsidiary, together with the company hereinafter
collectively referred to as the “Group‟‟).
ii)The restated consolidated statements of assets and liabilities of the company as at March 31, 2008,
March31,2007, March 31,2006 and March 31, 2005 and the related restated consolidated statements of
Profit & Loss and Cash Flows relates to standalone figures of Jain Infraprojects Limited.
These Restated consolidated summary statement have been prepared to comply in all material respect
with the requirement of Schedule II to the Companies Act, 1956 (“The Act”) and the Securities and
Exchange Board of India (Disclosure and investor Protection) Guidelines,2000 (“the SEBI
Guidelines”) issued by SEBI on January 19,2000,as amended from time to time.
B) Statement of Significant Accounting Policies adopted by the Company in the preparation of
Consolidated Financial Statements As at and for the nine month period ended December31, 2009:-
Basis Of Preparation Of Consolidated Financial Statements :-
The consolidated financial statements are prepared under historical cost convention on going concern
basis, using the accrual system of accounting in accordance with the accounting principles generally
accepted in India (Indian GAAP) and the requirement of the Companies Act, 1956, including the
mandatory Accounting Standards as prescribed by the Companies (Accounting Standard) Rules 2006.
Principle of Consolidation:-
The Consolidated financial statements relate to the Company and its subsidiaries (hereinafter together
with the Company collectively referred to as “the Group”. In the preparation of Consolidated Financial
Statement, investment in subsidiaries has been accounted for in accordance with AS 21 (Consolidated
Financial Statements). The Consolidated Financial Statement are prepared on the following basis:-
Subsidiary Enterprises are consolidated on line-by-basis by adopting together the book values of
the like items of Assets, liabilities, income and expenses after eliminating all significant intra
group balances and intra group transactions and also unrealized profit & losses, except where cost
can not be recovered. The results of operations of subsidiary are included in the consolidated
financial statement from the date on which the parent and subsidiary relationship come to
existence.
Separate financial statements of the subsidiary, originally prepared in currencies different from the
group's presentation currency, have been converted into Indian Rupees (INR) which is the
functional currency of the parent company. In case of the foreign subsidiaries being non- integral
foreign operations revenue items have been consolidated at the average of the rates prevailing
during the year. The assets and liabilities are translated at the rates prevailing at the balance sheet
date. The exchange differences arising on translation is debited or credited to Foreign Currency
Translation Reserve Account.
The difference (if any) between the cost to the group of investment in subsidiaries and the
proportionate share in the investee Enterprise as at the date of acquisition of stake is recognized in
the consolidated financial statement as Goodwill or Capital Reserve, as the case may be.
Minorities' interest share in net profit (if any) of Consolidated Subsidiaries for the year is identified
and adjusted against the income of the group in order to arrive at the net income attributable to the
shareholders of the Group. There share of net assets (if any) is identified and presented in the
consolidated Balance Sheet separately.
191
In case of foreign subsidiary , where the books of accounts have been prepared in compliance
with local laws and / or International Financial Reporting Standard ,appropriate adjustment (if any
) for differences ( if any) have been made to the extent possible, the restated consolidated financial
statements are prepared using uniform accounting policies for like transactions and other events in
similar circumstances, and are presented , to the extent possible, in the same manner as the
Company's Restated Financial Statement.
Use of Estimates:-
The preparation of financial statements in conformity with Generally Accepted Accounting Principles
(GAAP) requires the management of the company to make estimates and assumption that affect the
reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the
date of the financial statements and reported amounts of income and expenses during the year. Example
of such estimates include employee retirement benefit plans, provision for income tax, useful life of
fixed assets etc. the difference between the actual results and estimates are recognized in the period in
which such results are known or materialized.
Fixed Assets , Depreciation and Impairment of Assets:-
Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. All costs
relating to acquisition and installation of fixed assets are capitalized and include borrowing costs
directly attributable to construction or acquisition of fixed assets, up to the date of asset is put to use.
Depreciation on fixed assets has been provided as under:-
Depreciation on fixed assets is provided on straight line method at the rates specified in
schedule XIV of the Companies Act, 1956.
Except for items for which 100% depreciation rates are applicable, depreciation on assets
added/disposed of during the year has been provided on pro-rata basis with reference to the
date of addition/disposal.
The carrying amount of assets is reviewed at Balance Sheet date to determine, if there is any
indication of impairment thereof based on external/internal factors and impairment loss is
recognized wherever the carrying amount of an asset exceeds its recoverable amount which
represent the greater of the net selling price of the assets and its value in use in assessing value
in use, the estimated future cash flow are discounted to their present value based on an
appropriate discount factor.
Revenue Recognition:-
Contract Revenue is recognized on the basis of work done and billed.
Claims and counter claims (related to customers) including those under arbitration, are
accounted for on their disposal. Other contract related claims are recognized when there is
reasonable certainty as to their recoverability.
Investments:-
Investments that are readily realizable and intended to be held for not more than a year are
classified as current investment. All other investments are classified as long-term investment.
Current investments, if any, are carried at lower of Cost and fair value determined on an
individual basis. Long-term investments are carried at cost. However, provision for diminution
in value is made to recognize a decline other than temporary in the value of the investment.
Inventories:-
Work in progress is valued at cost, which reflects works done but not certified and includes
construction materials at sites and stores and spares.
Cost of materials and stores and spares are determined at cost under FIFO basis.
192
Foreign Currency Transactions:-
a) Foreign Currency Transactions are translated at the exchange rate prevailing on the reporting
date. Foreign currency monetary assets and liabilities are translated at the exchange rate prevailing
at the balance sheet dates. Difference in the exchange rate is dealt with in the Income statement as
they arise.
b)Translation of Integral and Non- Integral Foreign Operations:-
The financial statements of integral foreign operations are translated as if the transaction of foreign
operations has been those of the group itself.
In translating the financial statements of the non-integral foreign operation for the incorporation in
the consolidated financial statement, assets and liabilities, monetary and non- monetary, of the
non-integral foreign operation are translated at average exchange rates for the period. All resulting
exchange differences are accumulated in the foreign currency translation reserve until the disposal
of the net investment.
Borrowing Cost:-
Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets
are capitalized as part of the cost of such assets up-to the date of the asset is put to use. All other
borrowing costs are charged to Profit & Loss Account in the year in which they are incurred.
Employee Benefits:-
3. Long Term Employee Benefits:-
Defined Contribution Plans:-
The Group has Defined Contribution Plans for post employment benefit in the form of Provident
Fund. Besides, the company also makes contribution to the Employees State Insurance Scheme.
These plans constitute insured benefits as the group has no further obligation beyond making the
contributions. The company‟s contributions to Defined Contributions Plans are charged to the
Profit & Loss Account as incurred.
Defined Benefit Plans :-
The Group has Defined Benefit Plan for post employment benefit in the form of Gratuity.
Liability for Defined Benefit Plan is provided on the basis of valuation, at the Balance Sheet Date,
carried out by independent actuary. The actuarial valuation method used by independent actuary
for measuring the liability is the Projected Unit Credit Method.
Compensated Absences:-
Provision for compensated Absences is based on actuarial valuation carried out at Balance Sheet Date.
4. Termination benefits:-
Termination benefits are recognized as an expense as and when incurred.
5. Actuarial gains and losses:-
Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial
assumptions are recognized immediately in the Profit & Loss Account as income or expense.
Taxation:-
5. Provision for current tax is made on the assessable income/benefit in accordance with and at the
rates specified under the Income Tax Act, 1961, as amended.
6. In accordance with Accounting Standard 22 – Accounting for taxes on income, issued by the
Institute of Chartered Accountants of India, Deferred Tax is recognized on timing difference being
the difference between the taxable incomes and the accounting incomes that originate in one year
and are capable of reversal in one or more subsequent periods. Deferred Tax Assets subject to the
consideration of prudence are recognized and carried forward only to the extent that there is a
193
reasonable certainty that sufficient future taxable income will be available against which such
deferred tax assets can be utilized. The tax effect is calculated on the accumulated timing
difference at the year-end based on tax rates and laws enacted or substantially enacted on balance
sheet date.
Earning Per Share (EPS):-
Basic Earning Per Share is calculated by dividing the net profit or loss for the period attributable to
equity shareholders by the weighted average number of equity shares outstanding during the year. The
weighted average number of equity shares outstanding during the period is adjusted for events of fresh
issue of shares during the year.
For the purpose of calculating diluted Earning Per Share, the net profit or loss for the year attributable
to equity shareholders and weighted average number of equity shares outstanding during the year is
adjusted (if any) for the effects of all dilutive potential equity shares.
Provision, Contingent Liabilities and Contingent Assets :-
Provision comprises liabilities of uncertain timing or amount. Provisions involving substantial degree
of estimation in measurement are recognized when an enterprise has a present obligation as a result of
past event; it is probable that an outflow of resources will be required to settle the obligation, in respect
of which a reliable estimate can be made.
Contingent Liabilities are disclosed by way of notes to accounts. Dispute demands in respect of Income
Tax are disclosed as contingent liabilities. Payment in respects of such demand, if any, is shown as an
advance, till the final outcome of the matter.
Contingent assets are not recognized in the financial statements.
Claims:-
Price escalation claims and additional claims including those under arbitration are recognized as
revenue when they are realized or receipts thereof are mutually settled or reasonably ascertained.
Start up Expenditure:-
Site start-up expenses are charged off in the year these are incurred.
Segment Reporting:-
i) Identification of Segments:-
The Group‟s operating businesses are organized and managed separately according to the
nature of the product & services provided, with each segment representing a strategic business
unit that offer different products & services and serves different markets. The analysis of
geographical segments based is based on the areas in which major operating division of the
Group operate.
ii) Inter segment Transfers:-
The Group generally accounts for incensement sales and transfers as if the sales or transfers
were to third parties at current market prices.
iii) Allocation of Common Cost:-
Common allocable costs (if any) are allocated to each segment according to the relative
contribution of each segment to the total common cost.
iv) Unallocated Cost:-
General corporate income and expense items (if any) are not allocated to any business
segment.
Miscellaneous Expenditure:-
Preliminary expenses are written off equally over a period of five years.
C) Statement of Adjustment in Profit & Loss Account arising out of changes in accounting policies and
material adjustments relating to previous years/ Periods:-
194
Sr.No. Particulars 01.04.09 to
31.12.09 31.03.09 31.03.08 31.03.07 31.03.06 31.03.05
Profit after tax & extra ordinary item as per audited Financial
Account 4145.37 3771.70 1632.97 587.17 137.37 96.19
Adj:
1) Provision for Deferred Tax 10.42 6.60 27.78 (18.81) (9.07) (137.36) 2) Provision for Income Tax - ('311.23) 315.22 0.46 - (35.20) 3) Changes in Depreciation* (26.77) (35.14) (74.97) 25.87 - - 4) Profit/ loss on Fixed Assets - - - (1.36) - - 5) Extra ordinary Depreciation W/O - - - 465.02 - 204.50
6) Deferred tax change during
partnership - - - (146.43) - -
7) Depreciation change from IT to Co
's - - - 31.35 59.63 170.89
Net total increase /decrease 16.35 ('339.77) 268.03 356.10 50.56 202.83
Net profit as per restated Profit
& Loss Account 4129.02 3431.93 1901.00 943.27 187.93 299.02
* Since the company provided depreciation using Written Down Value Method for the period 07/11/2006 to
31/03/2007 on WDV value of the assets as on 06.11.2006 for the existing assets acquired at the time of
conversion and such value was also considered as the cost of the assets for calculating depreciation under
Straight Line Method from 01.04.2007 onwards whereas in restated financial statement, depreciation is
provided on the actual cost of the assets.
Adjustment on account of changes in accounting policies:-
7. Depreciation:
v) Depreciation on Fixed Assets till 6th
November, 2006 has been provided using Written down
Value method at the rates and in the manner specified in the Income Tax Act, 1961.
vi) Depreciation for the period 7th
November, 2006 to 31st March, 2007 has been charged using
Written down Value Method at the rates specified in Schedule XIV of the Companies Act,
1956.
vii) The method of charging depreciation was changed to Straight Line Method in the Financial
year 2007-08 and therefore for the year ended March 31, 2008 depreciation has been charged
using Straight Line Method at the rates specified in Schedule XIV of the Companies Act, 1956
considering WDV as on 7th
November, 2006 as cost of acquisition for the purpose of
calculating depreciation. Consequent to the change in the method of depreciation, the amount
charged as depreciation for the period 7th
November 2006 to 31st March, 2007 was also
revised.
viii) For the purpose of restated financial statement depreciation has been recalculated for all the
respective financial year/ periods on the basis of straight-line method in accordance with the
rates prescribed in schedule XIV of the Companies Act, 1956 on the cost at which the same
were acquired.
8. Current Tax & Fringe Benefit Tax:-
Provision was not made for the income tax in the accounts of the erstwhile partnership firm
for some of the years. Accordingly, for the purpose of restated financial statements, provision
for income tax and fringe benefit tax has been made for the earlier years/ periods on the basis
of rates applicable to the entity for the respective periods/ years.
9. Deferred Tax Expenses:-
As the Accounting Standard 22 “Accounting for taxes on income‟‟ issued by the Institute of
Chartered Accountant of India was not applicable to enterprises other than companies up to
195
the financial year ended 31st March, 2006, hence no provision was made by the erstwhile firm
in its books. Accordingly, for the purpose of restated financial statements, provision for
deferred tax has been made in earlier period/ years on the basis of rates applicable to the entity
for the respective periods/ years.
10. Profit & Loss on sale of Fixed Assets:-
The status of the Company up to 6th
November,2006 was of partnership firm, profit / (Loss)
on sale of fixed assets was not determined and amount realized for sale of fixed assets was
reduced from block of fixed assets in accordance with the Income Tax Act,1961. For the
purpose of restated financials statements, profit / (loss) on sale of Fixed Assets has been
carried out in the respective years / periods.
D) Notes to Accounts:-
a) Contingent Liabilities:-
Contingent liabilities not provided for in respect of:
(Rs. In lacs)
Particulars of liabilities As at December
31, 2009
As at March
31, 2009
As at March
31, 2008
As at March
31, 2007
** Contingent liability in respect of
guarantees and letter of credit given
by banks on behalf of the Company.
15124.68 10982.63 2426.78 1336.59
Contingent liability in respect of
Corporate guarantees given by
Company on behalf of M/s Jain Steel
& Power Limited.
4264.00 4023.64 2800.00 2800.00
Contingent liability in respect of
Corporate guarantees given by
Company on behalf of M/s Jain
Realty Limited.
1994.52 1787.00 Nil Nil
Contingent liability in respect of
Corporate guarantees given by
Company on behalf of M/s Prakash
Vanijya Private Limited.
647.69 Nil Nil Nil
** Against such liability company pledged fixed deposit receipt towards margin.
(Rs.
In lacs)
Particulars As at December
31, 2009
As at March
31, 2009
As at March
31, 2008
As at March
31, 2007
Pledged fixed deposit against LC &
BG
1494.55 976.43 556.28 103.31
Capital commitments: (Rs. In lacs)
Particulars
As at
December
31, 2009
As at March
31, 2009
As at
March
31, 2008
As at
March
31, 2007
Estimated amount of contracts remaining to be
executed on capital account and not provided for
- - - 376.00
b) Disclosures under Micro, Small and Medium Enterprises Development Act, 2006.
196
As per the intimation available with the group, there are no Micro, Small and Medium Enterprises, as
defined in the Micro, Small and Medium Enterprises Development Act,2006, to whom the group owes
dues on account of the Principle amount together with interest and accordingly no additional disclosure
have been made.
c) Managerial Remuneration.
(Rs. In lacs)
Particulars
Period
ended
December
31,2009
Year
ended
March
31,2009
Year ended
March
31,2008
Year
ended
March
31,2007 Salary 103.50 33.00 41.15 12.73
Perquisites, allowances, Contributions to PF
& others.
39.00 6.60 17.47 7.09
This remuneration does not include gratuity provided on the basis of actuarial valuation.
d)Disclosure under Accounting Standard 15 (revised 2005) “Employee Benefits”:
The group has classified various employee benefits as under:-
i). Defined contribution Plans:
The group has recognized the following amounts in the Profit & Loss Account for the year:
(Rs. In lacs)
Sl.
No.
Particulars
Period ended
December
31,2009
Year ended
March
31,2009
Year ended
March
31,2008
Year ended
March
31,2007
1. Contribution to Provident Fund 17.04 17.99 16.99 1.81
2. Contribution to Employee State
Insurance Scheme 0.52 0.68 1.16 -
ii). Defined Benefit Plans:
Valuation in respect of Gratuity and leave Encashment has been carried out by independent actuary, as
at balance sheet date based on the following assumptions:
Sl. No.
Period ended
December
31,2009
Year ended
March
31,2009
Year ended
March
31,2008
Year ended
March
31,2007
A Discount Rate per annum 8% 8% 8% -
B Rate of Increase in compensation
levels 5% 5% 5% -
C Rate of return on plan assets Nil Nil Nil -
D Expected Average remaining working
lives of employees in number of years 23.02 27.12 23.33 -
197
(Rs. In lacs)
Gratuity
Particulars
Period
ended
December
31,2009
Year
ended
March
31,2009
Year
ended
March
31,2008
Year
ended
March
31,2007
Projected benefits obligation at the beginning of the
Year
22.36 11.35 0.34 -
Current service cost 8.26 14.36 11.28 -
Interest Cost 1.05 1.35 0.47 -
Actuarial loss/(Gains) (18.96) (4.70) (0.74) -
Benefit paid Nil Nil Nil -
Projected benefit obligation at the end of the year 12.71 22.36 11.35 -
Amounts recognized in the balance sheet
Projected benefit obligation at the end of the year 12.71 22.36 11.35 -
Fair Value of Plan assets at the end of the year Nil Nil Nil -
Funded Status of the plan- (Assets)/Liability 12.71 22.36 11.35 -
Cost for the Year
Current service cost 8.26 14.36 11.28 -
Interest Cost 1.05 1.35 0.47 -
Expected Return On Plan assets Nil Nil Nil -
Net actuarial(Gain)Loss recognized in the year (18.96) (4.70) (0.75) -
Net Cost (9.65) 11.01 11.00 -
(Rs. In lacs)
Leave Encashment
Particulars
Period
ended
December
31,2009
Year
ended
March
31,2009
Year
ended
March
31,2008
Year
ended
March
31,2007
Projected benefits obligation at the beginning of the
Year
24.00 7.40 1.97 -
Current service cost 4.35 9.37 4.00 -
Interest Cost 1.37 1.26 0.37 -
Actuarial loss/(Gains) (5.23) 7.54 1.06 -
Benefit paid (2.67) (1.57) Nil -
Projected benefit obligation at the end of the year 21.82 24.00 7.40 -
Amounts recognized in the balance sheet
Projected benefit obligation at the end of the year 21.82 24.00 7.40 -
Fair Value of Plan assets at the end of the year Nil Nil Nil -
Funded Status of the plan- (Assets)/Liability 21.82 24.00 7.40 -
Cost for the Year
Current service cost 4.35 9.37 4.00 -
Interest Cost 1.37 1.26 0.37 -
Expected Return On Plan assets Nil Nil Nil -
Net actuarial(Gain)Loss recognized in the year (5.23) 7.54 1.06 -
Net Cost 0.50 18.17 5.43 -
198
For the year ended on 31st march, 2007 company did not provided for gratuity as none of the employee has
completed required number of days in service, Similarly , leave salary has not been provided, as the same has
not accrued as per terms of appointment.
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority,
promotion and other relevant factors, such as supply and demand in the employment market.
Since the group has not funded its gratuity liability and leave encashment there are no returns on the planned
assets and hence the details related to changes in fair value of assets have not been given.
e) Earnings per Share (EPS)
Basic and diluted EPS has been computed by dividing the net profit after tax for the year attributable to equity
shareholders by weighted average number of equity shares outstanding during the year.
Calculation of EPS (Basic and Diluted)
Particulars
Period ended
December
31,2009
Year ended
March
31,2009
Year ended
March 31,2008
For the period
ended
March,2007
Nominal Value of Equity Share (Rs.
per share) 10.00 10.00 10.00 10.00
Total No of equity shares outstanding
at the beginning of the year 2,31,53,850 1,83,25,100 1,73,43,780 0.00
Add: Issue of equity shares on
Preferential basis. 20,60,000 48,28,750 9,81,320 1,73,43,780
Total Number of Equity shares
outstanding at the end of the year. 2,52,13,850 2,31,53,850 1,83,25,100 1,73,43,780
Weighted average number of Equity
Shares outstanding at the end of the
year. 2,39,32,905 1,86,05,186 1,73,51,824 51,71,441
Net Profit after tax for the purpose of
EPS. (Rs. In lakhs.) 4138.02 3431.93 1901.00 381.40*
EPS-Basic and Diluted (Rs.) 17.29 18.45 10.96 7.38
Since the company did not have any dilutive securities, the basic and diluted earning per share are the same.
* Profit for the period 7th
November, 2006 to 31st March, 2007 has been considered for the computation of
earning per share.
f) Secured Loan:-
Working capital facilities from banks are secured by way of hypothecation of materials at site, work-in-
progress, receivables and other current assets, both present and future. The facilities are also secured by
personal guarantee of two directors of the company. The credit facilities are also collaterally secured by
Immovable properties/hypothecation of unencumbered equipments and corporate guarantee of owners
of those properties.
Equipments Finance from banks and others are secured against hypothecation of specific asset
purchased from that loan and personal guarantee of one director of company.
Secured Loan repayable within one year is given in the table below year wise:-
YEAR AMOUNT (Rs. In lacs)
Ended on 31st March,2007 239.45
199
YEAR AMOUNT (Rs. In lacs)
Ended on 31st March, 2008 1795.01
Ended on 31st March,2009 1053.25
Period Ended on 31st December,2009 779.44
g) Unsecured Loan:-
Unsecured Loan includes interest accrued and provided thereon.
h). Deferred Tax Liability
The significant component and classification of deferred tax liability on account of timing difference are:
(Rs. In lacs)
Particulars
Period
ended
December
31,2009
Year ended
March
31,2009
Year ended
March
31,2008
Year ended
March
31,2007
Difference in WDV of Fixed Assets as per
Tax Book and financial Books.
1084.42 902.40 645.37 507.08
Less: Reversal of Timing Difference during
the period of 80 IA Benefit
-0.29 -2.28 26.45 -
Net Timing Difference 1084.71 904.68 618.92 507.08
Deferred tax Liability 368.70 307.51 210.38 170.69
i) Segment Reporting:-
Business Segments:
Based on the nature of activities, risk and rewards and organization structure, the Group has a single
segment namely “Core Infrastructure”. Therefore, the Group‟s business does not fall under different
business segments as defined by “AS-17 “Segment Reporting” issued by the Institute of Chartered
Accountants of India.
Geographic Segments:-
Although the Group‟s major operating divisions are managed worldwide, their operations may be classified
as those within and outside India. The following table shows the distribution of the Group's consolidated
revenue and assets by geographical markets:-
(Rs. In lacs)
For the Period ended on December,31,2009
For the year ended on March,31,2009
Segment Revenue
Domestic 65329.25 50662.73
Overseas* 2682.05 1261.87
Total 68011.30 51924.60
As on December, 31 ,2009 As on March, 31 ,2009
Segment Assets
Domestic ** 74087.33 43,066.21
Overseas 165.85 212.56
Total 74253.18 43278.77
* Represents revenue from infrastructure activities and allied services.
** Includes Miscellaneous Expenses of Rs.14.44 Lacs for December 31, 2009 and Rs. 19.51 lacs for March
31, 2009.
j) Foreign Exchange Earnings and Outgo:-
(Rs. In lacs)
200
Particulars
Period ended
December
31,2009
Year ended
March 31,2009
Year ended
March 31,2008
Year ended
March 31,2007
Traveling Expenditure Nil 14.16 Nil Nil
k) Balances of the Debtors, Creditors and Loans and Advances in the accounts are subject to confirmation and
the balances are shown as net off to the extent applicable.
l) Tax Deducted at Source on Gross Bill Works are subject to reconciliation with respective certificates
and gross bill works.
m) Pursuant to Accounting Standard – AS 28 – Impairment of Assets issued by the Institute of Chartered
Accountants of India, the group has assessed its fixed assets for impairment as at March 31, 2009 and
concluded that there has been no significant impaired fixed asset that needs to be recognized in the book of
accounts.
n) The Provision for Taxation for the company has been made considering the profits for the period ended on
December 31, 2009, which will be finalized based on profit for the year ended on 31st March, 2010.
o) Related parties are as identified & certified by the management and verified by the auditor.
p) The “Other Income” as Recurring and Non-Recurring is based on business operations and business activities
as determined by the Management.
q) On March 18, 2008, the Company was subjected to a search/ survey under section 132 and 133 of the
Income Tax Act, 1961. During the course of this search / survey, the Income Tax Authorities have taken
custody of certain documents / records and recorded statement of certain officials of the company..
r) Information pursuant to provisions of paragraphs 3 and 4 of the part II of Schedule VI to the Companies
Act, 1956 is not applicable as the organization is a construction company.
s) Previous year figures has been regrouped and/or rearranged wherever required.
As per our report Attached.
For R.K. CHANDAK & CO For and on Behalf of the Board of Directors
Chartered Accountants Jain Infraprojects Limited
Rajesh Kumar Chandak, Mannoj Kumar Jain
Partner Chairman
Membership No.054637
FRN No: -319248E Ashok Chadha
Kolkata Vice Chairman-cum- Managing Director
Sumit Surana
Dated: the 18th
day of June, 2010. Company Secretary
201
ANNEXURE – V
STATEMENT OF DIVIDEND
Particulars Dec. 31 ,2009 Year ended March 31,
2009 2008 2007
Equity Shares
Paid Up Share Capital (Rs. In Lacs) 2521.39 2,315.39 1,832.51 1734.38
Face Value (Rs.) 10.00 10.00 10.00 10.00
Rate of Dividend (%) - 10.00 10.00 -
Dividend Amount (Rs. In Lacs ) - 186.05 173.52 -
Corporate Dividend Tax (Rs. In Lacs ) - 31.62 29.49 -
No. of Equity Share of Rs. 10 Each 25,213,850 23,153,850 18,325,100 17,343,780
Dividend has been declared on pro rata basis for the shares held for the period.
202
ANNEXURE VI
SUMMARY OF ACCOUNTING RATIO:-
Particulars Dec. 31, 2009 Year ended March 31,
2009 2008 2007
Basic & Diluted Earning Per Share ( EPS
) 17.29 18.45 10.96 7.38
Return on Net Worth( % ) 21.74 26.72 39.66 26.33
Net Assets Value Per Share (Rs.) 79.54 69.05 27.62 47.01
Profit after Tax (Rs. In Lacs ) 4,138.02 3,431.93 1,901.00 640.19
Net Worth (Rs. In Lacs ) 19036.88 12846.13 4793.01 2431.35
Weighted Average No. of Shares
Outstanding 23932905 18605186 1,73,51,824 51,71,441
No. of Shares Outstanding 25213850 23153850 1,83,25,100 1,73,43,780
Note: The above ratios have been computed as below:
Earning Per Share Profit after tax
Weighted average No. of equity shares outstanding during the year
Return on Net Worth ( % ) Profit after tax
Net Worth at the end of year
Net Asset Value Per Share (Rs.) Net Worth at the end of the year
Weighted average no. of equity share outstanding at the end of the year
* Profit for the period 7th
November, 2006 to 31st March, 2007 has been considered for the computation of
Earning per Share (EPS).
Note: For December 31, 2009, EPS calculated on Nine month basis.
ANNEXURE – VII
STATEMENT OF CAPITALISATION(Rs in lacs)
Particulars Pre Issue as on
December 31, 2009
Pre Issue as on
March 31, 2009 Post Issue *
Loans- Secured and Unsecured
Short Term Debt 22778.14 16,614.71 [●]
Long Term Debt 12198.68 1,720.85 [●]
Total Debt 34,976.82 18,335.56 [●]
Share Holder's Fund [●]
Share Capital 2,521.39 2,315.39 [●]
Reserve & Surplus 16529.93 10550.25 [●]
Sub-Total 19051.32 12865.64 [●]
Less: Preliminary Expenses not written
off 14.44 19.51
[●]
Total Shareholders Fund 19036.88 12846.13 [●]
Long Term Debt/ Equity 0.81 0.13 [●]
* will be calculated after finalization of issue price
203
STATEMENT OF TAX SHELTER (As Restated)
ANNEXURE - VIII(Rs in lacs)
Particulars
Dec. 31,
2009
As at March 31,
2009 2008 2007 2006 2005
Profit as per Books of Account-
Before Tax 5067.99 3978.19 2237.31 970.38 273.89 267.08
Less: Profit of Subsidiary 3.56 112.59 - - - -
5064.43 3865.60 2237.31 970.38 273.89 267.08
Tax Rate (Including Surcharge &
Cess)% 33.99% 33.99% 33.99% 33.66% 33.66% 36.60%
MAT Rate (Including Surcharge &
Cess)% 17.00% 11.33% 11.33% 11.22% 8.42% 7.84%
Notional Tax Payable-(A) 1,721.40 1,313.92 760.46 326.63 92.19 97.75
B) Adjustments
1-Impact in respect of profit from
industrial undertaking engaged in
Infrastructure Development u/s 80-
IA
2314.6 2,353.20 1,375.28 - - -
2-Impact in respect of Depreciation
on Fixed Assets 182.02 257.04 38.18 73.42 59.64 170.89
3- Other Adjustments 11.82 (29.17) (18.75) - - -
Total B 2,508.44 2,581.07 1,394.71 73.42 59.64 170.89
Tax Burden / (Savings) thereon (852.62) (877.30) (474.06) (24.71) (20.07) (62.55)
Total Tax 868.78 436.61 286.40 301.92 72.12 35.20
Income Tax as per MAT 860.95 437.97 253.49 108.88 23.06 20.94
MAT Credit - - - - - -
Tax Payable - - - - - -
Tax as per Profit & Loss Account 868.78 437.97 286.40 301.92 72.12 35.20
The Provision for Taxation for the company has been made considering the profits for the period ended on
December 31, 2009, which will be finalized based on profit for the year ended on 31st March, 2010.
204
STATEMENT OF LOANS & ADVANCES (As Restated)
ANNEXURE – IX(Rs in lacs)
Particulars Dec.
31,2009
As at March 31,
2009 2008 2007 2006 2005
Advances in cash or kind or for value to be received
10,873.75 6,233.26 3,646.99 910.80 339.85 262.70
Advance Payment of Taxes/Tax Deducted at source
1,996.07 1,253.59 471.12 149.67 - -
Total 12,869.82 7,486.85 4,118.11 1,060.47 339.85 262.70
205
STATEMENT OF SECURED LOANS (As Restated)
ANNEXURE – X (Rs in lacs)
Particulars Dec. 31
,2009
As at March 31,
2009 2008 2007 2006 2005
LONG TERM LOANS
Schedule Bank 11,104.01 - - - - -
Equipment Finance ( Secured by the
hypothecation of the equipments
acquired under finance from schedule
bank)
59.65 205.77 403.76 1,554.21 101.47 9.35
Equipment Finance ( Secured by the
hypothecation of the equipments
acquired under finance from others)
1,035.03 1,515.08 3,463.16 85.50 676.43 733.19
SHORT TERM LOANS:
Schedule Bank 19,472.87 15,469.93 9,477.51 2,637.03 742.72 497.82
Total 31,671.56 17,190.78 13,344.43 4,276.74 1,520.62 1,240.36
206
STATEMENT OF UNSECURED LOANS (As Restated)
ANNEXURE – XI (Rs in lacs)
Particulars Dec. 31,
2009
As at March 31,
2009 2008 2007 2006 2005
Loans From Body Corporate 3113.57 1036.76 1772.69 332.12 3.00 50.00
Loans From a Director 191.69 108.02 32.35 50.00 - -
Loans From Others - - - - 28.09 53.09
Total Unsecured Loans 3305.26 1144.78 1805.04 382.12 31.09 103.09
207
STATEMENT OF SUNDRY DEBTORS (As Restated)
ANNEXURE – XII (Rs in lacs)
Particulars Dec. 31,
2009
As at March 31,
2009 2008 2007 2006 2005
Debt outstanding for a period
exceeding Six months 514.97 485.72 355.49 - 2.11 2.11
Debt outstanding for a period not
exceeding Six months 24300.27 8229.32 2523.16 3017.67 133.71 1173.94
Total Sundry Debtors 24815.24 8,715.04 2,878.65 3,017.67 135.82 1,176.05
208
CONTINGENT LIABILITIES
ANNEXURE – XIII (Rs in lacs)
Particulars Dec. 31 , 2009 As at March
31, 2009
As at March
31, 2008
As at March
31, 2007
Bank Guarantee against which Fixed
Deposit receipt have been pledged
towards margins
15124.68 10982.63 2426.78 1336.59
Estimated amount of contract
remaining to be executed on capital
account and not provided
NIL NIL NIL 376.00
Company has executed Corporate
Guarantee on behalf of Jain Steel &
Power Ltd & Jain Realty Limited.
6258.52** 5810.64* 2800.00 2800.00
Company have executed Corporate
Guarantee on behalf of Prakash
Vanijay Private Limited
647.69 NIL NIL NIL
*In the Year ended 31 March, 2009 Company has executed Corporate guarantee on Behalf of Jain Steel &
Power Ltd Rs. 4023.64 Lacs and on behalf of Jain Realty Ltd Rs. 1787.00 Lacs.
** In the period ended 31 Dec, 2009 Company has executed corporate guarantee on Behalf of Jain Steel &
Power Ltd Rs. 4264.00 Lacs and on behalf of Jain Realty Ltd Rs. 1994.52 Lacs.
209
ANNEXURE – XIV
Detail of Related Parties as per AS-18
List of Related Parties Relationship
Name of The Related Party
1 Promoters/ Directors
Mr. Mannoj Kumar Jain Promoter Director
Mrs. Rekha Mannoj Jain Promoter Director
M/s Smriti Food Park Private Limited Promoter
M/s Prakash Endeavours Private Limited Promoter
M/s Tushita Builders Private Limited Promoter
Mr. Sunder Shyam Dua Independed Non –Executive Director
Mr. Ashok Kumar Chadha Managing Director
2 Subsidiary Company
Jain Infra Global F.Z.E, UAE Subsidiary Company
3 Companies / Firms in which Promoters / Directors or their Relative Having significant influence
Bengal Infrastructure Development Private Limited Group Company
Jain Coke & Power Private Limited Group Company
Jain Energy Limited Group Company
Jain Energy Trading Limited Group Company
Jain Infra Developers Private Limited Group Company
Jain Natural Resources Limited Group Company
Jain Power Limited Group Company
Jain Realty Limited Group Company
Jain Renewable Energy Private Limited Group Company
Jain Space Infra Venture Limited Group Company
M K Media Pvt Ltd Group Company
Neptune Plaza Maker Private Limited Group Company
Odyssey Realtors Private Limited Group Company
Prakash Endeavours Private Limited Group Company
Prakash Petrochemicals Limited Group Company
Prakash Vanijya Private Limited Group Company
Smriti Food Park Private Limited Group Company
Trinity Nirman Private Limited Group Company
Tushita Builders Private Limited Group Company
Jain Heavy Industries Private Limited Group Company
Suraj Abasan Private Limited Group Company
Jain Steel And Power Limited Group Company
4 Ex Promoters/ Directors
Mr. Darshan Lal Jain Promoter Director
Mrs. Janki Devi Jain Promoter Director
Mr. Parmod Kumar Dhawan Director
Mr. Prem Prakash Sharma Director
Mr. Kalyan K. Chattopadhyay Director
STATEMENT SHOWING RELATED PARTIES TRANSACTIONS (AS RESTATED) (Rs. In lacs)
S. No.
Name of Related Party
Nature of Transaction
01.04.2009 to
31.12.2009 31.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005
1 MANNOJ KUMAR Salary 45.00 39.60 26.28 13.56 - -
210
S. No.
Name of Related Party
Nature of Transaction
01.04.2009 to
31.12.2009 31.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005
JAIN Profit - - - 106.47 45.78 32.07
Interest 5.56 4.80 13.92 - - -
Loan Given/ (Taken)
(78.67) (71.42) 17.65 (50.00)
Balance at year end
(191.69) (108.02) (32.35) (50.00)
2 REKHA MANNOJ JAIN Profit - - - 4.57 - -
3 ASHOK KUMAR CHADHA
Salary 97.50 - - - - -
4 PRAKASH ENDEAVOURS PVT. LIMITED
Profit - - - 31.97 45.78 -
5 SMRITI FOOD PARK PRIVATE LIMITED
Profit - - - 60.74 45.78 32.07
6 TUSHITA BUILDERS PRIVATE LIMITED
Profit - - - 2.28 - -
Companies / Firms in which Promoters/Directors or their Relatives having significant influence
1 JAIN COKE & POWER PRIVATE LIMITED
Loan Given/ (Taken)
0.01 -
Balance at year end
(0.01) (0.01) - - - -
2 JAIN ENERGY LIMITED
Loan Given/ (Taken)
(691.23) 283.83 (61.09) 50.03 22.00 (25.00)
Balance at year end
(421.46) 269.77 (14.06) 47.03 (3.00) (25.00)
3 JAIN REALTY LIMITED
Interest Income
- - 3.85 - - -
Loan Given/ (Taken)
(811.60) (1,946.36) 202.86 1.59 - -
Balance at year end
(2,550.54) (1,738.94) 207.42 1.59 - -
4 JAIN RENEWABLE ENERGY PRIVATE LIMITED
Loan Given/ (Taken)
0.35
Balance at year end
0.35 - - - - -
5 JAIN SPACE INFRA VENTURE LIMITED
Interest Income
- - 0.25 - - -
Loan Given/ (Taken)
124.00 (5.19) 5.00
Balance at year end
124.00 - 5.19 - - -
6 PRAKASH ENDEAVOURS PRIVATE LIMITED
Rent 8.74 11.76 11.56 2.25 1.20 -
Loan Given/ (Taken)
79.41 62.60 11.91 65.76 (54.99)
Balance at year end
164.69 85.28 22.68 10.77 (54.99)
7 PRAKASH PETROCHEMICALS LIMITED
Loan Given/ (Taken)
(3.10) 53.92 -
Balance at year end
50.82 53.92 - - - -
8 PRAKASH VANIJYA PRIVATE LIMITED
Loan Given/ (Taken)
- - - (15.00) 15.00 -
Balance at year end
- - - - 15.00 -
9 SMRITI FOOD PARK PRIVATE LIMITED
Loan Given/ (Taken)
132.00 (185.00)
Balance at year end
(53.00) (185.00) - - -
10 TUSHITA BUILDERS PRIVATE LIMITED
Loan Given/ (Taken)
417.99 (734.10) 224.61 362.04 (194.01) 11.00
Balance at 87.53 (330.46) 403.64 179.03 (183.01) 11.00
211
S. No.
Name of Related Party
Nature of Transaction
01.04.2009 to
31.12.2009 31.03.2009 31.03.2008 31.03.2007 31.03.2006 31.03.2005
year end
11 JAIN STEEL AND POWER LIMITED
Loan Given/ (Taken)
29.36 (38.93) 336.93 52.63 13.00 153.49
Balance at year end
546.48 517.12 556.05 219.12 166.49 153.49
12 DARSHAN LAL JAIN Profit - - 4.57 - -
13 JANKI DEVI JAIN Profit - - - 2.28 - -
Notes: Figure in bracket in balance at year end shows credit balance
212
STATEMENT OF CURRENT LIABILITIES AND PROVISIONS
ANNEXURE -XV (Rs in lacs)
Particulars Dec.
31,2009
As at March 31,
2009 2008 2007 2006 2005
Current Liabilities
Sundry Creditors for Goods &
Expenses 16,428.40 9922.24 2,797.13 2,064.58 274.24 285.44
Other Liabilities 1,109.04 453.20 280.84 193.37 0.90 290.34
Total ( A ) 17,537.44 10,375.44 3,077.97 2,257.95 275.14 575.78
Provisions
Provision For Gratuity & Leave
Encashment 36.10 47.93 18.75 - - -
Provision For Income Tax 1967.64 1098.86 660.89 374.50 72.11 35.20
Provision For Fringe Benefit Tax 30.16 30.16 19.00 8.78 4.77 -
Proposed Dividend - 186.05 173.52 - - -
Provision for Corporate Tax on
Dividend - 31.62 29.49 - - -
Total ( B ) 2,033.90 1,394.62 901.65 383.28 76.88 35.20
Total ( A + B ) 19,571.34 11,770.06 3,979.63 2,641.23 352.02 610.98
213
STATEMENT OF OTHER INCOME
ANNEXURE – XVI (Rs in lacs)
Particulars Dec.
31,2009
As at March 31,
2009 2008 2007 2006 2005
Recurring Income
Interest on FD 109.56 145.52 213.46 0.58 3.33 2.50
Non- Recurring Income
Misc Income 63.55 70.55 51.98 35.31 14.58 -
Foreign Exchange Fluctuation 55.00 - - - - -
Total 228.11 216.07 265.44 35.89 17.91 2.50
214
STATEMENT OF DEFERRED TAX LIABILITY/ ASSETS (As Restated)
Annexure – XVII
(Rs in lacs)
Particulars As on
31/12/2009
As on
31/03/2009
As on
31/03/2008
As on
31/03/2007
As on
31/03/2006
As on
31/03/2005
Deferred Tax Liabilities
On Difference between book
and Tax WDV of the Fixed
assets
368.70 307.51 210.38 170.69 146.43 137.36
Total (A) 368.70 307.51 210.38 170.69 146.43 137.36
Deferred Tax Assets
Arising on account of
Business losses etc - - - - - -
Total (B) - - - - - -
Deferred Tax Liabilities (A-
B) 368.70 307.51 210.38 170.69 146.43 137.36
Current year/ period charge/
Credit 61.19 97.13 39.69 24.26 9.07 137.36
215
STATEMENT OF EARNINGS PER SHARE
ANNEXURE – XVIII
(Rs in lacs)
Sr.
No. Particulars
For the
Period
Ended on
Dec 31, 2009
For the
Year ended
March
31,2009
For the
Year ended
March
31,2008
For the
Year
ended
March
31,2007
1 Profit computation for earning per share
of Rs.10/- each
Net Profit as per Profit & Loss Account
before earlier years tax(Rs in Lacs)
4,138.02 3,431.93 1,901.00 381.40*
Net Profit as per Profit & Loss Account
after earlier years tax(Rs in Lacs)
4,129.02 3,431.93 1,901.00 381.40*
2 Weighted average number of equity
share for EPS computation
For Basic EPS No 2,39,32,905 2,31,53,850 1,73,51,824 51,71,441
For Diluted EPS No 2,39,32,905 2,31,53,850 1,73,51,824 51,71,441
3 Basic EPS ( Weighted average )
Basic EPS ( before earlier years tax ) (Rs) 17.29 18.45 10.96 7.38
Basic EPS ( after earlier years tax ) (Rs) 17.24 18.45 10.96 7.38
4 Diluted EPS ( Weighted average )
Diluted EPS ( before earlier years tax ) 17.29 18.45 10.96 7.38
Diluted EPS ( after earlier years tax ) 17.24 18.45 10.96 7.38
* Profit for the period 7th
November, 2006 to 31st March, 2007 has been considered for the computation of
Earning Per Share (EPS).
216
MANAGEMENT‟S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion of our financial condition and results of operations together with (a)
our restated consolidated financial statements as at and for the year ended March 31, 2005,2006, 2007, 2008,
2009 and the nine months ended December 31, 2009 and the reports thereon and annexures thereto and (b) our
standalone restated financial statements as at and for the year ended March 31, 2005 and 2006 and the reports
thereon and annexures thereto, which have been presented in accordance with paragraph B(1) of Part II of
Schedule II to the Companies Act and with the SEBI Regulations, and which are all included in this Draft Red
Herring Prospectus. Our financial statements are prepared in conformity with Indian GAAP. Indian GAAP
differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles and auditing
standards in other countries with which prospective investors may be familiar. In this section, references to
“we”, “our” and “us” refers to the Company on a consolidated basis for any period or date between and
including March 31, 2007 and December 31, 2009. References to “we”, “our” and “us” for any period or date
prior to March 31, 2007 refers to the Company on a standalone basis.
OVERVIEW
We are an integrated construction and infrastructure development company providing engineering, procurement
and construction services for infrastructure projects in India. Our primary project expertise is in the construction
of Roads & Highways, and technical Building, Hospitals and Colleges, Integrated Townships, Land
Development. We are headquartered in Kolkata, West Bengal, and have 5 offices/branches at Delhi, Lucknow,
Patna, Bangalore and Sharjah (UAE).
Our company is the flagship company of the Jain Group, which has business interests in infrastructure, energy
(renewable and non-renewable), steel and real estate. Our Company was incorporated on March 31, 2000 as a
partnership firm namely Bengal Construction Co. which was subsequently converted into a public limited
company on 07 November 2006 under the Companies Act, 1956 in the name and style of “Bengal Infrastructure
Limited” vide Certificate of Incorporation issued by the Registrar of Companies, West Bengal. The name of the
company was changed to Jain Infraprojects Limited on 21 Decemeber 2006 and a fresh certificate of
Incorporation was obtained from the Registrar of Companies, West Bengal. The promoters of the company were
the erstwhile partners in the partnership firm. For more details, please refer to the chapter titled “History and
Corporate Structure” beginning on page 101 of this DRHP.
Our expertise lies in planning, developing and executing projects in the areas of (i) Roads & Highways (ii) Civil
& Structural Engineering (iii) Housing Colonies and (iv) Water Distribution System. While we primarily
execute our projects independently or through sub-contracting, to be able to execute larger projects; we intend to
enter into Joint Ventures / Strategic Alliances to meet the technical and pre-qualification requirements.
Our fleet of construction equipment comprises of Heavy Earth Moving Machines such as hydraulic excavators,
loaders, dozers; Concreting plants such as batch-mixing plants, concrete mixers, transit mixers, concrete pavers;
Road equipment such as vibratory tandem rollers, electrical paver finishers, mechanical paver finishers, hot mix
plants, static rollers bitumen sprayer in addition to supplementary equipment such as cars, jeeps, tippers,
tractors. We have also invested in plants such as welding generators, gas cutting sets, work shop equipments,
generators.
On a standalone basis, for the Fiscal 2009, and for the nine months ended on December 31, 2009, our gross
contract receipts were Rs. 50,446 lacs and Rs. 65,101 lacs respectively. For the respective periods, we earned a
profit after tax of Rs. 3,319 lacs and Rs. 4,125 lacs. The value of the order book as on May 27, 2010 was Rs.
4,380.73 Crore.
FACTORS AFFECTING OUR RESULTS OF OPERATIONS
A number of factors have affected and we expect will continue to affect our results of operations. Some of the
factors affecting our results of operations are discussed below:
Dependence on Contracts Awarded by Government Authorities
217
Our business is substantially dependent on infrastructure projects in India undertaken or awarded by government
authorities and other entities funded by governments. Contracts awarded to us by the government, including its
central, state or local authorities, accounted for 71.56% and 76.28% of our total stand-alone income in Fiscal
2009 and the nine months ended December 31, 2009, respectively. Any change in government policies resulting
in a decrease in the amount of infrastructure projects undertaken by the private sector, a decrease in private
sector participation in infrastructure projects, the restructuring of existing projects or delays in payment to us
may adversely affect our results of operations.
Raw Material Costs
Our results of operations may be adversely affected in the event of increases in the price of materials, fuel costs,
labour or other project-related inputs. Timely and cost effective execution of our projects is dependent on the
adequate and timely supply of key materials such as bitumen, gravel, steel, cement and aggregate (sand, bricks
and sized metals). If we are unable to procure the requisite quantities of materials and in a timely manner, our
results of operations may be adversely affected.
Disparity in actual construction costs and the assumptions in our bid
The actual expenses in executing fixed-price contracts or lump sum, turn-key contracts or agreements for the
construction phase of a developer project may vary substantially from the assumptions underlying our bid and
we may be unable to recover all or some of the additional expenses, which may have a material adverse effect
on our results of operations.
Availability of Skilled Labour and technical staff
The cost and timely availability of skilled labour and engineers can have a significant effect on our results of
operations. In addition, our results of operations could be adversely affected by disputes with our employees.
Timely Availability of sufficient funds
Our construction projects require large deployment of working capital. If we experience insufficient cash flows
or are unable to obtain the necessary funds to allow us to make required payments on our debt or fund working
capital requirements, there may be an adverse effect on our results of operations. In addition, fluctuations in
market interest rates may affect the cost of our borrowings and our ability to procure funds at the current costs.
Our ability to scale operations
Our current order book and orders in the pipeline entail the execution of large projects. We envisage such
execution in the future as well. If we are unable to execute larger projects and effectively manage our growth it
could disrupt our business and reduce our profitability.
Weather Conditions
We have business activities that could be materially and adversely affected by severe weather. Our operations
are also adversely affected by difficult working conditions and extremely high temperatures during summer
months and during monsoon, which restrict our ability to carry on construction activities and fully utilize our
resources. We record contract revenues for those stages of a project that we complete, after we receive
certification from the client that such stage has been successfully completed.
Since revenues are not recognized until we make progress on a contract and receive such certification from our
clients, revenues recorded in the first half of our financial year between April and September are traditionally
lower compared with revenues recorded during the second half of our financial year. During periods of curtailed
activity due to adverse weather conditions, we may continue to incur operating expenses, but our revenues from
operations may be delayed or reduced.
Competition
While most of the projects on hand have been obtained through a negotiated bidding system, we intend to take
on larger projects that are on a competitive bidding system. This could increase the competitiveness of the
environment we operate in, which may force us to reduce our bid prices, which in turn could affect our
profitability.
Tax Benefits
Our Company has claimed certain tax benefits under Indian tax laws. For a detailed discussion on these tax
benefits, please see “Statement of Tax Benefits” on page 52 of this Draft Red Herring Prospectus. In the event
there is a change in the policy of the Government for income recognition of infrastructure companies, it may
adversely affect our profitability.
218
General Economic Conditions in India and Globally
Our performance is highly correlated to general economic conditions in India, which are in turn influenced by
global economic factors. Any event or trend resulting in a deterioration in whole or in part of the Indian or
global economy may directly or indirectly affect or performance, including the quality and growth of our assets.
Any volatility in global commodity prices could adversely affect our results of operations.
For further discussion of factors that may affect our results of operations, see the section entitled “Risk Factors”
beginning on page xii of this Draft Red Herring Prospectus.
219
CRITICAL ACCOUNTING POLICIES
Our Company maintains its accounts on an accrual basis following the historical cost convention in accordance
with Indian GAAP. Indian GAAP comprises accounting standards notified by the Government of India in
Section 211(3C) of the Companies Act, pronouncements of the Institute of Chartered Accounts of India and
relevant provisions of the Companies Act. We seek to apply our accounting policies consistently from period to
period.
Some of our accounting policies are particularly critical to the portrayal of our financial position and results of
operations and require the application of significant management assumptions and estimates. We refer to these
accounting policies as our “critical accounting policies”. Our management uses our historical experience and
analyses the terms of existing contracts, historical cost conventions, industry trends, information provided by
our agents and others and information available from outside sources, as appropriate, to formulate its
assumptions and estimates. These assumptions and estimates are inherently subject to uncertainty and actual
results could differ from our management‟s assumptions and estimates. While all aspects of our financial
statements and accounting policies should be understood in assessing our current and expected financial
condition and results of operations, we believe that the following critical accounting policies warrant additional
attention:
Basis of Preparation of Consolidated Financial Statements
The consolidated financial statements are prepared under historical cost convention on going concern basis,
using the accrual system of accounting in accordance with the accounting principles generally accepted in India
(Indian GAAP) and the requirement of the Companies Act, 1956, including the mandatory Accounting
Standards as prescribed by the Companies (Accounting Standard) Rules 2006.
Principle of Consolidation
The Consolidated financial statements relate to the Company and its subsidiaries (hereinafter together with the
Company collectively referred to as “the Group”. In the preparation of Consolidated Financial Statement,
investment in subsidiaries has been accounted for in accordance with AS 21 (Consolidated Financial
Statements). The Consolidated Financial Statement are prepared on the following basis:-
Subsidiary Enterprises are consolidated on line-by-basis by adopting together the book values of the
like items of Assets, liabilities, income and expenses after eliminating all significant intra group
balances and intra group transactions and also unrealized profit & losses, except where cost cannot be
recovered. The results of operations of subsidiary are included in the consolidated financial statement
from the date on which the parent and subsidiary relationship come to existence.
Separate financial statements of the subsidiary, originally prepared in currencies different from the
group's presentation currency, have been converted into Indian Rupees (INR) which is the functional
currency of the parent company. In case of the foreign subsidiaries being non- integral foreign
operations revenue items have been consolidated at the average of the rates prevailing during the year.
The assets and liabilities are translated at the rates prevailing at the balance sheet date. The exchange
differences arising on translation is debited or credited to Foreign Currency Translation Reserve
Account.
The difference (if any) between the cost to the group of investment in subsidiaries and the
proportionate share in the investee Enterprise as at the date of acquisition of stake is recognized in the
consolidated financial statement as Goodwill or Capital Reserve, as the case may be.
Minorities' interest share in net profit (if any) of Consolidated Subsidiaries for the year is identified and
adjusted against the income of the group in order to arrive at the net income attributable to the
shareholders of the Group. Their share of net assets (if any) is identified and presented in the
consolidated Balance Sheet separately.
In case of foreign subsidiary , where the books of accounts have been prepared in compliance with
local laws and / or International Financial Reporting Standard ,appropriate adjustment (if any ) for
differences ( if any) have been made to the extent possible, the restated consolidated financial
statements are prepared using uniform accounting policies for like transactions and other events in
similar circumstances, and are presented, to the extent possible, in the same manner as the Company's
Restated Financial Statement.
220
Use of Estimates
The preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP)
requires the management of the company to make estimates and assumption that affect the reported balances of
assets and liabilities and disclosures relating to the contingent liabilities as at the date of the financial statements
and reported amounts of income and expenses during the year. Example of such estimates include employee
retirement benefit plans, provision for income tax, useful life of fixed assets etc. the difference between the
actual results and estimates are recognized in the period in which such results are known or materialized.
Fixed Assets, Depreciation and Impairment of Assets:-
Fixed assets are stated at cost of acquisition or construction less accumulated depreciation. All costs relating to
acquisition and installation of fixed assets are capitalized and include borrowing costs directly attributable to
construction or acquisition of fixed assets, up to the date of asset is put to use.
Depreciation on fixed assets has been provided as under:-
Depreciation on fixed assets is provided on straight line method at the rates specified in schedule XIV
of the Companies Act, 1956.
Except for items for which 100% depreciation rates are applicable, depreciation on assets
added/disposed of during the year has been provided on pro-rata basis with reference to the date of
addition/disposal.
The carrying amount of assets is reviewed at Balance Sheet date to determine, if there is any indication
of impairment thereof based on external/internal factors and impairment loss is recognized wherever
the carrying amount of an asset exceeds its recoverable amount which represent the greater of the net
selling price of the assets and its value in use in assessing value in use, the estimated future cash flow
are discounted to their present value based on an appropriate discount factor.
Revenue Recognition
Contract Revenue is recognized on the basis of work done and billed.
Claims and counter claims (related to customers) including those under arbitration, are accounted for
on their disposal. Other contract related claims are recognized when there is reasonable certainty as to
their recoverability.
Investments
Investments that are readily realizable and intended to be held for not more than a year are classified as current
investment. All other investments are classified as long-term investment. Current investments, if any, are carried
at lower of Cost and fair value determined on an individual basis. Long-term investments are carried at cost.
However, provision for diminution in value is made to recognize a decline other than temporary in the value of
the investment.
Inventories
Work in progress is valued at cost, which reflects works done but not certified and includes
construction materials at sites and stores and spares.
Cost of materials and stores and spares are determined under FIFO basis.
Foreign Currency Transactions:-
Foreign Currency Transactions are translated at the exchange rate prevailing on the reporting date.
Foreign currency monetary assets and liabilities are translated at the exchange rate prevailing at the
balance sheet dates. Difference in the exchange rate is dealt with in the Income statement as they arise.
Translation of Integral and Non- Integral Foreign Operations:-
The financial statements of integral foreign operations are translated as if the transaction of foreign
operations has been those of the group itself.
In translating the financial statements of the non-integral foreign operation for the incorporation in the
consolidated financial statement, assets and liabilities, monetary and non- monetary, of the non-integral
221
foreign operation are translated at average exchange rates for the period. All resulting exchange
differences are accumulated in the foreign currency translation reserve until the disposal of the net
investment.
Borrowing Cost
Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are
capitalized as part of the cost of such assets up-to the date of the asset is put to use. All other borrowing costs
are charged to Profit & Loss Account in the year in which they are incurred.
Employee Benefits
(i) Long Term Employee Benefits:-
Defined Contribution Plans
The Group has Defined Contribution Plans for post employment benefit in the form of Provident Fund.
Besides, the company also makes contribution to the Employees State Insurance Scheme. These plans
constitute insured benefits as the group has no further obligation beyond making the contributions. The
company‟s contributions to Defined Contributions Plans are charged to the Profit & Loss Account as
incurred.
Defined Benefit Plans
The Group has Defined Benefit Plan for post employment benefit in the form of Gratuity.Liability for
Defined Benefit Plan is provided on the basis of valuation, at the Balance Sheet Date, carried out by
independent actuary. The actuarial valuation method used by independent actuary for measuring the
liability is the Projected Unit Credit Method.
Compensated Absences
Provision for compensated Absences is based on actuarial valuation carried out at Balance Sheet Date.
(ii) Termination benefits:-
Termination benefits are recognized as an expense as and when incurred.
(iii) Actuarial gains and losses:-
Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial
assumptions are recognized immediately in the Profit & Loss Account as income or expense.
Taxation
Provision for current tax is made on the assessable income/benefit in accordance with and at the rates
specified under the Income Tax Act, 1961, as amended.
In accordance with Accounting Standard 22 – Accounting for taxes on income, issued by the Institute
of Chartered Accountants of India, Deferred Tax is recognized on timing difference being the
difference between the taxable incomes and the accounting incomes that originate in one year and are
capable of reversal in one or more subsequent periods. Deferred Tax Assets subject to the consideration
of prudence are recognized and carried forward only to the extent that there is a reasonable certainty
that sufficient future taxable income will be available against which such deferred tax assets can be
utilized. The tax effect is calculated on the accumulated timing difference at the year-end based on tax
rates and laws enacted or substantially enacted on balance sheet date.
Earnings Per Share (EPS)
Basic Earnings Per Share is calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the year. The weighted
average number of equity shares outstanding during the period is adjusted for events of fresh issue of shares
during the year. For the purpose of calculating diluted Earnings Per Share, the net profit or loss for the year
attributable to equity shareholders and weighted average number of equity shares outstanding during the year is
adjusted (if any) for the effects of all dilutive potential equity shares.
Provision, Contingent Liabilities and Contingent Assets
222
Provision comprises liabilities of uncertain timing or amount. Provisions involving substantial degree of
estimation in measurement are recognized when an enterprise has a present obligation as a result of past event; it
is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable
estimate can be made.
Contingent Liabilities are disclosed by way of notes to accounts. Dispute demands in respect of Income Tax are
disclosed as contingent liabilities. Payment in respects of such demand, if any, is shown as an advance, till the
final outcome of the matter.
Contingent assets are not recognized in the financial statements.
Claims
Price escalation claims and additional claims including those under arbitration are recognized as revenue when
they are realized or receipts thereof are mutually settled or reasonably ascertained.
Start up Expenditure
Site start-up expenses are charged off in the year these are incurred.
SUMMARY OF RESULTS OF OPERATIONS
The table below sets forth, for the periods indicated, our consoliodated restated profit and loss account, both in
absolute terms and with each line item represented as a percentage of total income:
(Rs. in lacs)
Particulars
For the year ended on 31st March
2009 2008 2007 2006 2005
Amount (%) Amount (%) Amount (%) Amount (%) Amount (%)
Income
Gross Contract Receipts 51,708.53 86.4% 21,298.21 68.9% 10,468.66 82.4% 3,244.26 74.0% 4,141.62 110.5%
Other Income 216.07 0.4% 265.44 0.9% 35.89 0.3% 17.91 0.4% 2.50 0.1%
Increase(Decrease in Inventories)
7,896.18 13.2% 9,360.74 30.3% 2,198.25 17.3% 1,122.51 25.6% (395.91) -10.6%
Total 59,820.78 100.00 30,924.39 12,702.80 4,384.68 3,748.21
Expenditure
Raw Materials Consumed 41,403.16 69.2% 19,550.30 63.2% 7,551.58 59.4% 1,306.30 29.8% 1,338.77 35.7%
Other Contract Operating Expenses
8,770.20 14.7% 6,067.65 19.6% 2,674.22 21.1% 2,416.45 55.1% 1,803.34 48.1%
Staff Costs 714.63 1.2% 518.31 1.7% 822.35 6.5% 105.70 2.4% 3.47 0.1%
Administrative & Other Expenses
1,455.21 2.4% 578.88 1.9% 305.55 2.4% 121.32 2.8% 95.40 2.5%
Total 52,343.20 87.50 26,715.14 86.4% 11,353.70 89.4% 3,949.77 90.1% 3,240.98 86.5%
Net Profit before Interest, Depreciation, Tax and Extraordinary items
7,477.58 12.5% 4,209.25 13.6% 1,349.10 10.6% 434.91 9.9% 507.23 13.5%
Depreciation 185.93 0.3% 121.20 0.4% 80.81 0.6% 66.21 1.5% 54.77 1.5%
Interest & Financial Charges 3,313.46 5.5% 1,850.74 6.0% 297.91 2.3% 94.81 2.2% 185.38 4.9%
Profit / Loss before Tax but before Extra - ordinary Items
3,978.19 6.7% 2,237.31 7.2% 970.38 7.6% 273.89 6.2% 267.08 7.1%
Provision for Taxation 0.0% 0.0% 0.0% 0.0% 0.0%
- Current Tax 437.97 0.7% 286.40 0.9% 301.92 2.4% 72.12 1.6% 35.20 0.9%
- Deferred Tax 97.13 0.2% 39.69 0.1% 24.26 0.2% 9.07 0.2% 137.36 3.7%
- Fringe Benefit Tax 11.16 0.0% 10.22 0.0% 4.01 0.0% 4.77 0.1% 0.0%
Profit / Loss after Tax but before Extra - ordinary Items
3,431.93 5.7% 1,901.00 6.1% 640.19 5.0% 187.93 4.3% 94.52 2.5%
223
Particulars
For the year ended on 31st March
2009 2008 2007 2006 2005
Amount (%) Amount (%) Amount (%) Amount (%) Amount (%)
Extra-ordinary Items 0.0% 0.0% 0.0% 0.0% 0.0%
Add/(Less) Taxation Adjustment
0.0% 0.0% (15.52) -0.1% 0.0% 0.0%
Effect of change in accounting policy on account of deferred tax provisions
0.0% 0.0% (146.42) -1.2% 0.0% 0.0%
Effect of change in accounting policy on account of Depreciation
0.0% 0.0% 465.02 3.7% 0.0% 204.50 5.5%
Profit/Loss after Extra-ordinary Items
3,431.93 5.7% 1,901.00 6.1% 943.27 7.4% 187.93 4.3% 299.02 8.0%
Add: Balance b/f from last year
2,377.98 699.99
Profit available for appropriation
5,809.91 2,600.99 943.27 187.93 299.02
Proposed Dividend 186.05 173.52
Tax thereon 31.62 29.49
Transfer to General Reserve 20.00 20.00
Less : Profit for the period ended 06/11/2006
243.28
Profit Transferred to Balance Sheet
5,572.24 2,377.98 699.99 187.93 299.02
The table below sets forth, for the nine months ended December 31, 2009, our consolidated restated profit and
loss account, both in absolute terms and with each line item represented as a percentage of total income:
(Rs. in lacs)
Particulars
For the period ended on 31st December,2009
Amount (%)
Income
Gross Contract Receipts 67,783.19 88.8%
Other Income 228.11 0.3%
Increase(Decrease in Inventories) 8,340.75 10.9%
Total 76,352.05 100.00
Expenditure
Raw Materials Consumed 33,821.92 44.3%
Other Contract Operating Expenses 32,832.86 43.0%
Staff Costs 817.73 1.1%
Administrative & Other Expenses 558.47 0.7%
Total 68,030.98 89.1%
Net Profit before Interest, Depreciation, Tax and Extraordinary items 8,321.07 10.9%
Depreciation 186.04 0.2%
Interest & Financial Charges 3,067.04 4.0%
Profit / Loss before Tax but before Extra - ordinary Items 5,067.99 6.6%
Provision for Taxation 0.0%
- Current Tax 868.78 1.1%
- Deferred Tax 61.19 0.1%
- Fringe Benefit Tax - 0.0%
Profit / Loss after Tax but before Extra - ordinary Items 4,138.02 5.4%
Extra-ordinary Items - 0.0%
Add/(Less) Taxation Adjustment (9.00) 0.0%
224
Particulars
For the period ended on 31st December,2009
Amount (%)
Effect of change in accounting policy on account of deferred tax provisions - 0.0%
Effect of change in accounting policy on account of Depreciation - 0.0%
Profit/Loss after Extra-ordinary Items 4,129.02 5.4%
Add: Balance b/f from last year 5,572.24
Profit available for appropriation 9,701.26
Proposed Dividend -
Tax thereon -
Transfer to General Reserve -
Less : Profit for the period ended 06/11/2006 -
Profit Transferred to Balance Sheet 9,701.26
Income
Our income from contracts is earned primarily from EPC, LSTK, and item rate contracts. We bill clients on a
periodic basis for our progress on their construction projects following their certification to the extent of the
progress made.
Our other income mainly includes interest earned from bank deposits and advances paid and miscellaneous
income.
Expenditure
Our total expenditure comprises (i) Raw Materials Consumed, (ii) Contract Operating Costs, (iii) Staff costs,
(iv) Administrative and selling expenses, (v) Interest & Finance charges and (vi) Depreciation.
Raw Materials Consumed
Contract materials and supplies consumed are the cost of materials consumed in our construction projects such
as (i) Bitumen, (ii) Sand, gravel and other aggregates, (iii) Steel and Cement, (iv) Machinery & Road
Construction Equipment, (v) electrical materials (vi) piping materials, (vii) high density poly ethylene liner and
(ix) other materials, net of adjustments of opening and closing stock of raw materials.
Contract Operating Costs
Contract Operating costs consist of the amount paid to sub-contractors for the execution of projects on a back to
back contract basis and on a piece-rate contract basis.
Staff Costs
Personnel costs consist of (i) salaries, wages and other benefits (bonuses, group insurance and gratuity and the
Company‟s contribution to provident funds) to employees and directors and (ii) staff welfare costs.
Administrative Expenses
Administrative expenses include (i) insurance premium, (ii) tender forms and registration for tenders, (iii)
travelling expenses, (iv) rent, (v) electricity charges, (vi) printing and stationary costs, (vii) legal and
professional costs, and (viii) security costs.
Finance Charges
Finance charges comprise (i) interest and finance charges, such as interest charged on term loans, short term
loans and hypothecation loans and (ii) bank charges, such as bank guarantee commission charges, bank service
charges, letter-of-credit charges and loan processing charges.
Depreciation
Depreciation includes depreciation on building, plant and machinery, vehicles, furniture and fixtures, computers
and office equipment and other fixed assets.
RESULTS OF OPERATIONS
Nine Months Ended December 31, 2009 (on a Consolidated Basis)
Income
225
Our Gross Contract Receipts for the nine months ended December 31, 2009 was Rs. 67,783.19 lacs.
Other Income
For the period ended December 31, 2009 we earned Rs. 109.56 lacs on our Fixed Deposits with Banks and
financial institutions. We earned Rs. 63.55 lacs from miscellaneous sources, while Foreign Exchange
Fluctuations brought in Rs. 55 lacs. Thus the total other income for the period was Rs. 228.11 lacs.
Raw Materials Consumed
We consumed Rs. 33,821.92 lacs of raw materials in the nine months ended December 31, 2009.
Contract Operating Costs
Our expenditure on contract operating costs was Rs. 32,832.86 lacs, which was mainly in connection with
payments to sub-contractors performing work on projects in the Roads, building, industrial, and water networks
sector. The increase was attributed to a reclassification of costs.
Staff Costs
Staff costs for the nine months ended December 31, 2009 were Rs. 817.73 lacs. The increase of 14% was
attributed to additional manpower and an increase in the salaries.
Administrative and Selling Expenses
Administrative and selling expenses for the nine months ended December 31, 2009 were Rs. 558.47 lacs.
Interest and Finance Charges
Our interest and finance charges for the nine months ended December 31, 2009 were Rs. 3,067.04 lacs.
Depreciation
Depreciation which includes depreciation on building, plant and machinery, vehicles, furniture and fixtures,
computers and office equipment and other fixed assets was Rs. 186.04 lacs.
Profit before Taxation
Principally for the reasons discussed above, our profit before taxation for the nine months ended December 31,
2009 was Rs. 5,067.99 lacs. Our profit before taxation for the nine months ended December 31, 2009 as a
percentage of total income was 7.50%.
Provision for Taxation
Our total provision for taxation for the nine months ended December 31, 2009 was Rs. 929.97 lacs. The
components of the provision were current tax at Rs. 868.78 lacs and deferred tax at Rs. 61.19 lacs. Our effective
tax rate for the nine months ended December 31, 2009 was 26.79% compared with the statutory rate of 33.99%.
Net Profit, as Restated
As a result of the foregoing, our restated net profit for the nine months ended December 31, 2009 was Rs.
4,129.02 lacs. Our net profit, as a percentage of total income was 6.10%.
Year Ended March 31, 2009 (on a Consolidated Basis) Compared with Year Ended March 31, 2008 (on a
Consolidated Basis)
Our total income increased to Rs. 59,820.78 lacs in Fiscal 2009 from Rs. 30,924.39 lacs in Fiscal 2008, an
increase of Rs. 28,896.39 lacs, or 93.44%. This was primarily due to increased execution of road projects.
Contract Revenue
Our contract revenue increased to Rs. 51,708.53 lacs in Fiscal 2009 from Rs. 21,298.21 lacs in Fiscal 2008, an
increase of Rs. 30,410.32 lacs, or 142.78%.
The above increases were due to work done on projects that were in progress in the prior fiscal year, the
completion of some of the projects that were in progress in the prior fiscal year and work done on new projects.
Other Income
Other income decreased to Rs. 216.07 lacs in Fiscal 2009 from Rs. 265.44 lacs in Fiscal 2008, a decrease of Rs.
49.37 lacs, or 18.60%. The decrease in other income was primarily attributable to a reduction in the FD and ergo
the interest from the FD.
226
Expenditure
Our total expenditure increased to Rs. 52,343.20 lacs in Fiscal 2009 from Rs. 26,715.14 lacs in Fiscal 2008, an
increase of Rs. 25,628.06 lacs, or 95.93%. As a percentage of total income, total expenditure increased from
86.40% in Fiscal 2008 to 87.50% in Fiscal 2009. The increase in total expenditure was principally due to an
increase in cost of raw materials resulting from an increase in execution of infrastructure projects.
Our contract materials and supplies consumed increased to Rs. 41,403.16 lacs in Fiscal 2009 from Rs. 19,550.30
lacs in Fiscal 2008, an increase of Rs. 21,852.86 lacs or 111.78%. The increase in materials consumed was
primarily due to increased expenditure on materials and supplies consumed resulting from increased activity and
an increase in prices of various material and supplies.
The actual cost of contract materials and supplies consumed increased in volume and also as a percentage in
Fiscal 2009. As a percentage of total income the cost of materials increased from 63.20% of total income in
Fiscal 2008 to 69.20% of total income in Fiscal 2009. An increase in the price of materials contributed to the
increase of cost of materials as a percentage of total income.
Other Contract Operating Expenses
Our other contract costs increased to Rs. 8,770.20 lacs in Fiscal 2009 from Rs. 6,067.65 lacs in Fiscal 2008, an
increase of Rs. 2,702.55 lacs or 44.54%. The increase in other direct expenses was primarily due to increase in
the material consumption. Our expenditure on major contract costs was as follows:
Expenditure on power and fuel increased by 75.2% from Rs. 650.04 lacs in Fiscal 2008 to Rs. 1,138.87
lacs in Fiscal 2009;
Contract and Execution expenses increased by 29.7% from Rs. 4,199.05 lacs in Fiscal 2008 to Rs.
5,444.64 lacs in Fiscal 2009;
Work Contract and other taxes increased Rs. 400.84 lacs to Rs. 597.73 lacsin Fiscal 2009 from Rs.
196.89 lacs in Fiscal 2008.
As a percentage of our total income, other contract operating expenses decreased from 19.60% of our total
income in Fiscal 2008 to 14.7% of our total income in Fiscal 2009.
Staff Costs
Staff costs increased from Rs. 518.31 lacs in Fiscal 2008 to Rs. 714.63 lacs in Fiscal 2009, an increase of
37.88%. As a percentage of our total income, it reduced from 1.7% in Fiscal 2008 to 1.2% in Fiscal 2009.
Administrative & Other Expenses
Administrative and selling charges increased by 151.38% from Rs. 578.88 lacs in Fiscal 2008 to Rs. 1,455.21
lacs in Fiscal 2009. The increase in administrative and selling charges was primarily attributable to an increase
in our construction activities. The major components of our administrative and other expenses are set forth
below:
Rent increased by 3.1% from Rs. 57.40 lacs in Fiscal 2008 to Rs. 59.20 lacs in 2009
Expenditure on Rates & Taxes increased from Rs. 8.26 in Fiscal 2008 to Rs. 10.50 in Fiscal 2009, an
increase of 27.2%.
Insurance premiums decreased from Rs.26.44 lacs for the Fiscal 2008 to Rs. 10.48 in Fiscal 2009, a
decrease of 60.4%.
Audit Fees increased from Rs. 4.00 lacs in Fiscal 2008 to Rs. 6.75 lacs in Fiscal 2009 on account
bilateral discussions with the auditors and increased volume of work.
Traveling & conveyance increased on account of increased travel and conveyance of management to
procure new orders. The expenditure increased from Rs. 33.98 lacs in Fiscal 2008 to Rs. 54.74 lacs in
Fiscal 2009, registering an increase of 61.1%.
Expenditure on Advertisement & Subscription increased by 20.5% from Rs. 168.53 lacs in Fiscal 2008
to Rs. 203.16 lacs in Fiscal 2009.
Finance Charges
227
Our finance charges increased by 79.03% from Rs. 1,850.74 lacs in Fiscal 2008 to Rs. 3,313.46 lacs in Fiscal
2009. This increase was primarily due to an increase in the development, construction and procurement of
projects. Bank charges decreased by 6.7% from Rs. 191.38 lacs in Fiscal 2008 to Rs. 178.63 lacs in Fiscal 2009.
Profit before Taxation
Principally for the reasons discussed above, our profit before taxation increased to Rs. 7,477.58 lacs in Fiscal
2009 from Rs. 4,209.25 lacs in Fiscal 2008, an increase of Rs. 3,268.33 lacs, or 77.65%. Our profit before
taxation as a percentage of total income was 12.5% in Fiscal 2009, compared with 13.61% in Fiscal 2008.
Provision for Taxation
Our provision for taxation increased to Rs. 546.26 lacs in Fiscal 2009 from Rs. 336.31 lacs for Fiscal 2008,
increase of Rs. 209.95 lacs or 62.43%.
Our effective tax rate in Fiscal 2009 was 26.79% compared with the statutory rate of 33.99%. Our effective rate
of tax was lower than the statutory rate of tax due to the availing of the tax benefits provided under Section 80IA
of the Income Tax Act, which provides for the exemption of profits on infrastructure projects from tax.
Net Profit, as Restated
Principally for the reasons discussed above, our net profit, as restated increased to Rs. 3,431.93 lacs in Fiscal
2009 from Rs. 1,901.00 lacs in Fiscal 2008, an increase of Rs. 1,530.93 lacs, or 80.53%. Our profit after taxation
as a percentage of total income was 5.7% in Fiscal 2009 compared with 6.1% in Fiscal 2008.
Year Ended March 31, 2008 (on a Consolidated Basis) Compared with Year Ended March 31, 2007 (on a
Consolidated Basis)
Our total income increased to Rs. 30,924.39 lacs in Fiscal 2008 from Rs. 12,702.8 lacs in Fiscal 2007, an
increase of Rs. 18,221.59 lacs, or 143.45%. This was primarily due to increased execution of road projects.
Contract Revenue
Our contract revenue increased to Rs. 21,298.21 lacs in Fiscal 2008 from Rs. 10,468.66 lacs in Fiscal 2007, an
increase of Rs. 10,829.55 lacs, or 103.45%.
The above increases were due to work done on projects that were in progress in the prior fiscal year, the
completion of some of the projects that were in progress in the prior fiscal year and work done on new projects.
Other Income
Other income increased to Rs. 265.44 lacs in Fiscal 2008 from Rs. 35.89 lacs in Fiscal 2007, an increase of Rs.
229.5 lacs, or 639.59%. The increase in other income was primarily attributable to a significant increase in the
interest on FD.
Expenditure
Our total expenditure increased to Rs. 26,715.14 lacs in Fiscal 2008 from Rs. 11,353.70 lacs in Fiscal 2007, an
increase of Rs. 15,361.4 lacs, or 135.3%. As a percentage of total income, total expenditure decreased from
89.40% in Fiscal 2007 to 86.40% in Fiscal 2008. The decrease in total expenditure was principally due to a
decrease in other contract operating expenses resulting from a decrease in Power & Fuel and Machinery Hire
Charges as a percent of total income in Fiscal 2008.
Raw Materials Consumed
Our contract materials and supplies consumed increased to Rs. 19,550.30 lacs in Fiscal 2008 from Rs. 7,551.58
lacs in Fiscal 2007, an increase of Rs. 11,998.72 lacs, or 158.89%. The increase in materials consumed was
primarily due to increased expenditure on materials resulting from increased activity and an increase in prices of
various materials. As a percentage of total income the cost of materials increased from 59.15% of total income
in Fiscal 2007 to 63.02% of total income in Fiscal 2008.
Other Contract Operating Expenses
Our other contract costs increased from Rs. 2,674.22 lacs in Fiscal 2007 to Rs. 6,067.65 lacs in Fiscal 2008, an
increase of Rs. 3,393.43 lacs or 126.89%. Our expenditure on major contract costs was as follows:
Expenditure on power and fuel increased by 21.87% from Rs. 533.39 lacs in Fiscal 2007 to Rs. 650.04
lacs in Fiscal 2008;
228
Contract and Execution expenses increased by 200.91% from Rs. 1395.46 in Fiscal 2007 to Rs.
4,199.05 lacs in Fiscal 2008;
Machinery Hire Charges decreased by 35.53% from Rs. 365.47 in Fiscal 2007 to Rs. 235.60lacs in
Fiscal 2008;
Work Contract and other taxes decreased by 101.06% to Rs. 196.89 in Fiscal 2008 from Rs. 297.95 in
Fiscal 2007.
As a percentage of total income, other contract operating expenses decreased from 21.05% in Fiscal 2007 to
19.60% in Fiscal 2008.
Staff Costs
Staff costs decreased from Rs. 822.35 lacs in Fiscal 2007 to Rs. 518.31 lacs in Fiscal 2008, a decrease of
36.97%. As a percentage, it reduced from 6.47% in Fiscal 2007 to 1.7% in Fiscal 2008.
Administrative & Other Expenses
Administrative and selling charges increased by 89.46% from Rs. 305.55 lacs in Fiscal 2007 to Rs. 578.88 lacs
in Fiscal 2008. The increase in administrative and selling charges was primarily attributable to an increase in our
construction activities. The major components of our administrative and other expenses are set forth below:
Rent increased by 101.33% from Rs. 28.51 lacs in Fiscal 2007 to Rs. 57.40 lacs in Fiscal 2008
Expenditure on Advertisement & Subscription increased by 123.34% from Rs. 75.46 lacs in Fiscal
2007 to Rs. 168.53 lacs in Fiscal 2008.
Expenditure on Legal, Professional & Consultancy Fees increased from Rs. 53.16 in Fiscal 2007 to Rs.
58.95 in Fiscal 2008, an increase of 10.9%.
Miscellaneous expenses increased by 126.19% from Rs. 88.97 lacs in Fiscal 2007 to Rs. 201.24 lacs in
Fiscal 2008.
Finance Charges
Our finance charges increased by 521.24% from Rs. 297.91 lacs in Fiscal 2007 to Rs. 1,850.74 lacs in Fiscal
2008. This increase was primarily due increased short-term borrowings for the development, construction and
procurement of projects.
Profit before Taxation
Principally for the reasons discussed above, our profit before taxation increased to Rs. 2,237.31 lacs in Fiscal
2008 from Rs. 970.38 lacs in Fiscal 2007, an increase 130.56%. Our profit before taxation as a percentage of
total income was 7.23% in Fiscal 2008, compared with 7.64% in Fiscal 2007.
Provision for Taxation
Our provision for taxation increased to Rs. 336.31 lacs in Fiscal 2008 from Rs. 330.19 lacs for Fiscal 2007,
increase of Rs. 6.12 lacs or 1.85%. The provision for current tax decreased to Rs. 286.40 lacs in Fiscal 2008
from Rs. 301.92 lacs for Fiscal 2007.
Net Profit, as Restated
Our net profit, as restated increased to Rs. 1,901 lacs in Fiscal 2008 from Rs. 943.27 lacs in Fiscal 2007, an
increase of Rs. 957.73 lacs or 101.53%. Our net profit after taxation as a percentage of total income was 6.1% in
Fiscal 2008 compared with 7.43% in Fiscal 2007.
Year Ended March 31, 2007 (on a Consolidated Basis) Compared with Year Ended March 31, 2006 (on a
Consolidated Basis)*
*Comprising of Consolidation for the period April,01,2006 to November,06,2006 of Bengal Construction
Company (erstwhile Partnership Firm) and from November,07,2006 to March,31,2007 of Jain Infraprojects
Limited.
Our total income increased to Rs. 12702.80 lacs in Fiscal 2007 from Rs. 4384.68 lacs in Fiscal 2006, an increase
of Rs. 8,318.12 lacs, or 189.71%.
Contract Revenue
229
Our contract revenue increased to Rs. 10468.66 lacs in Fiscal 2007 from Rs. 3244.26 lacs in Fiscal 2006, an
increase of Rs. 7,224.40 lacs, or 222.68%.
Other Income
Other income increased to Rs. 35.89 lacs in Fiscal 2007 from Rs. 17.91 lacs in Fiscal 2006, an increase of Rs.
17.98 lacs, or 100.39%.
Expenditure
Our total expenditure increased to Rs. 11353.70 lacs in Fiscal 2007 from Rs. 3949.77 lacs in Fiscal 2006, an
increase of Rs. 7,403.93 lacs, or 187.45%. As a percentage of total income, total expenditure decreased from
90.08% in Fiscal 2006 to 89.38% in Fiscal 2007.07. The increase in total expenditure was principally due to an
increase in raw materials consumed.
Raw Materials Consumed
Our contract materials and supplies consumed increased to Rs. 7551.58 lacs in Fiscal 2007 from Rs. 1306.30
lacs in Fiscal 2006, an increase of Rs. 6,245.28 lacs or 478.09%. The increase in materials consumed was due to
increase in prices of various materials and supplies.
The actual cost of contract materials and supplies consumed increased in volume and also as a percentage in
Fiscal 2007. As a percentage of total income the cost of materials increased from 29.79% of total income in
Fiscal 2006 to 59.45% of total income in Fiscal 2007.
Other Contract Operating Expenses
Our other contract costs increased to Rs. 2674.22 lacs in Fiscal 2007 from Rs. 2416.45 lacs in Fiscal 2006, an
increase of Rs. 257.77 lacs or 10.67%.
As a percentage of our total income, other contract operating expenses decreased from 21.05% of our total
income in Fiscal 2006 to 55.11% of our total income in Fiscal 2007.
Staff Costs
Staff costs increased from Rs. 105.7 lacs in Fiscal 2006 to Rs. 822.35 lacs in Fiscal 2007, an increase of 678%.
As a percentage of total expenses, it increased from 2.68% in Fiscal 2006 to 7.24% in Fiscal 2007.
Administrative & Other Expenses
Administrative and selling charges increased by 151.85% from Rs. 121.32 lacs in Fiscal 2006 to Rs. 305.55 lacs
in Fiscal 2007. The increase in administrative and selling charges was primarily attributable to an increase in our
construction activities.
Finance Charges
Our finance charges increased by 214.22% from Rs. 94.81 lacs in Fiscal 2006 to Rs. 297.91 lacs in Fiscal 2007.
Profit before Taxation
Principally for the reasons discussed above, our profit before taxation increased to Rs. 970.38 lacs in Fiscal
2007 from Rs. 273.89 lacs in Fiscal 2006, an increase of Rs. 696.49 lacs, or 254.30%. Our profit before taxation
as a percentage of total income was 6.25% in Fiscal 2007, compared with 7.64% in Fiscal 2006.
Provision for Taxation
Our provision for taxation increased to Rs. 330.19 lacs in Fiscal 2007 from Rs. 85.96 lacs for Fiscal 2006,
increase of Rs. 244.23 lacs or 284.12%.
Net Profit, as Restated
Principally for the reasons discussed above, our net profit, as restated increased to Rs. 943.27 lacs in Fiscal 2007
from Rs. 187.93 lacs in Fiscal 2006, an increase of Rs. 755.34 lacs, or 401.93%. Our profit after taxation as a
percentage of total income was 7.4% in Fiscal 2007 compared with 4.3% in Fiscal 2006.
Sources of Capital and Liquidity
To fund our capital needs, we have generally relied on short-term loans, working capital financing, hire
purchase/hypothecation loans and cash flows from operating activities. Out of the net proceeds of the Issue, we
intend to use Rs. 13,000 lacs for working capital requirements. We intend to use the remainder of the net
proceeds of the Issue for investment in capital equipment and general corporate purposes. In the future, as we
expand our business and the businesses of our subsidiaries, our capital needs will increase and we may need to
230
raise additional capital through further debt finance and additional issues of Equity Shares to fund our
operations and/or make investments in our subsidiaries.
Cash Flows
The table below sets forth our cash flows for the periods indicated.
Particulars
For the period ended
December
31,2009 Fiscal 2009 Fiscal 2008 Fiscal 2007
Net cash from / (used in) operating
activities -14,466.16 -2,435.86 -7,468.03 -2,398.12
Net cash from / (used in) investing
activities 27.97 -1,830.47 -228.44 -764.38
Net cash from / (used in) financing
activities 15,685.91 4,501.72 9,298.46 3307.95
Net increase / (decrease) in cash
and cash equivalents 1,247.72 235.39 1,601.99 145.45
Cash Flows from / (Used in) Operating Activities
Our net cash used in operating activities in the nine months ended December 31, 2009 was Rs. (14,466.16) lacs,
although our operating profit before working capital changes for that period was Rs. 8,204.74 lacs. The
difference was mainly due to a significant increase in Trade and Other Receivables to Rs. 20,740.69 lacs, which
can be attributed to receivables from various projects which will be billed in the last quarter of Fiscal 2010.
Our net cash from operating activities in Fiscal 2009 was Rs. (2,435.86) lacs, although our operating profit
before working capital changes for that year was Rs. 7,367.99 lacs. The difference was mainly attributable to
increases in Trade and Other Receivables and in Inventories.
Our net cash from operating activities in Fiscal 2008 was Rs. (7,468.03) lacs, although our operating profit
before working capital changes for that year was Rs. 4,021.29 lacs. The difference was mainly attributable to
increase in Inventories.
Our net cash from operating activities in Fiscal 2007 was Rs. (2,398.12) lacs, although our operating profit
before working capital changes for that year was Rs. 1,438.62 lacs. The difference was mainly attributable to a
significant increase in Trade and Other Receivables and also to increase in Inventories.
Cash Flows from / (Used in) Investing Activities
Our net cash from investing activities in the nine months ended December 31, 2009 was Rs. 27.97 lacs. Our net
cash used in investing activities during this period reflects the purchase of Rs. 81.59 lacs of various fixed assets
comprising buildings, plant and machinery, vehicles, computers and other assets, which were offset by Rs.
109.56 lacs in interest received in proceeds from the sale of fixed assets.
Our net cash used in investing activities in Fiscal 2009 was Rs. 1,830.47 lacs. Our net cash used in investing
activities during this period reflects the purchase of Rs. 1,975.99 lacs of various fixed assets comprising plant
and machinery, vehicles, computers and other assets.
Our net cash used in investing activities in Fiscal 2008 was Rs. 228.44 lacs. Our net cash used in investing
activities during this period reflects the purchase of Rs. 838.80 lacs of various fixed assets, which was partially
offset by Rs. 213.46 lacs in interest received and Rs. 396.90 lacs capital work-in-progress.
Our net cash used in investing activities in Fiscal 2007 was Rs. 764.38 lacs. Our net cash used in investing
activities during this period reflects the purchase of Rs. 426.06 lacs of fixed assets, which was partially offset by
Rs. 58.00 lacs of sale of fixed assets.
Cash Flows from / (Used in) Financing Activities
Our net cash from financing activities in the nine months ended December 31, 2009 was Rs. 15,685.91 lacs.
This cash flow reflects the proceeds from an increase of Rs. 14,480.78 lacs in proceeds from Secured Loans and
Rs. 2,060.00 lacs from issuance of capital. This was offset partially by Rs. 3,067.04 lacs paid in interest.
231
Our net cash from financing activities in Fiscal 2009 was Rs. 4,501.72 lacs. This cash flow reflects the proceeds
from an increase of Rs. 3,846.35 lacs in proceeds from Secured Loans and Rs. 4828.75 lacs from issuance of
capital. This was offset partially by Rs. 3,313.46 lacs paid in interest.
Our net cash from financing activities in Fiscal 2008 was Rs. 9,298.46 lacs. This cash flow reflects the proceeds
from an increase of Rs. 9,067.68 lacs in proceeds from Secured Loans and Rs. 1,422.91 lacs in proceeds from
unsecured loans. This was offset partially by Rs. 3,067.04 lacs paid in interest.
Our net cash from financing activities in Fiscal 2007 was Rs. 3,307.95 lacs. This cash flow reflects the proceeds
from an increase of Rs. 2,756.12 lacs in proceeds from secured loans, Rs. 351.03 lacs in proceeds from
unsecured loans and Rs. 470.40 lacs from issuance of capital.
Balance Sheet Items
Tangible Fixed Assets
Our total tangible fixed assets after depreciation were Rs. 3,962.99 lacs as at December 31, 2009. Our fixed
assets consist of plant and machinery, computers and software, buildings, office equipment, furniture and
fixtures, motor vehicles and intangible assets. Our fixed assets are increasing gradually as we procure additional
construction-related assets.
Current Assets, Loans and Advances and Retention Money
Our current assets, loans and advances and retention money as at December 31, 2009 were Rs. 70,263.45 lacs.
Our current assets loans and advances comprise inventories, receivables from sundry debtors, cash and bank
balances, and loans, advances, retention money and other current assets.
Inventories
Our inventories as at December 31, 2009 were Rs. 29,271.53 lacs, which consisted principally of work in
progress and materials and components used in our construction projects.
Sundry Debtors
Our receivables from sundry debtors as at December 31, 2009 were Rs. 24,815.24 lacs.
Cash and Bank Balances
Our cash and bank balances as at December 31, 2009 were Rs. 3,306.86 lacs.
Loans, Advances, Retention Money and Other Current Assets
Our loans, advances, retention money and other current assets were Rs. 12,869.82 lacs as at December 31, 2009.
Liabilities and Provisions
Our total liabilities and provisions as at December 31, 2009 were Rs. 55,201.86 lacs. Our liabilities and
provisions comprise secured loans, unsecured loans, and current liabilities and provisions in the amounts set
forth below.
Secured Loans
Our secured loans as at December 31, 2009 were Rs. 31,671.56 lacs. Secured loans comprised Rs. 11,104.01
lacs in term loans from banks, Rs. 1,094.68 lacs in equipment and vehicle loans from banks. Further we have
19,472.87 lacs in short term loans from banks.
Unsecured Loans
Our unsecured loans as at December 31, 2009 were Rs. 3,305.26 lacs.
Current Liabilities and Provisions
Our current liabilities and provisions as at December 31, 2009 were Rs. 19,571.34 lacs. Our current liabilities
include sundry creditors, advances from customers and other liabilities. Liabilities to sundry creditors as at
December 31, 2009 were Rs. 16,428.40 lacs, which consisted principally of amounts owed to suppliers of
materials, components and services for the execution of our construction business projects.
Market Risks
Foreign Currency Risk
232
To the extent that our income and expenditure are not denominated in the same currency, exchange rate
fluctuations could cause some of our costs to increase more than our revenues on a given contract. Our future
capital expenditures, including equipment and machinery, may be denominated in currencies other than Indian
rupees. Therefore, declines in the value of the rupee against such other currencies could increase the rupee cost
of making such purchases.
Equity Price Risk
Equity price risk arises when we are exposed to changes in the fair value of any traded equity instruments that
we may hold due to changes in the equity markets. Our exposure to changes in equity prices is not material to
our financial condition or results of operations.
Interest Rate Risk
We undertake debt obligations to support general corporate purposes, including capital expenditure and working
capital needs. Upward fluctuations in interest rates increase the cost of debt and interest cost of outstanding
variable rate borrowings. We do not currently use any derivative instruments to modify the nature of our debt so
as to manage our interest rate risk.
Unusual or infrequent events or transactions
Except as disclosed in the Draft Red Herring Prospectus, to our knowledge there have been no unusual or
infrequent events or transactions that have taken place since our incorporation,
Significant economic changes that materially affected or are likely to affect income from continuing operations
Except as disclosed in the Draft Red Herring Prospectus, to our knowledge there have been no significant
economic changes that materially affected or are likely to affect income from continuing operations.
Known trends or uncertainties that have had or are expected to have a material adverse impact on sales,
revenue or income from continuing operations
Our business has been impacted and we expect will continue to be impacted by the trends identified in this
section, and the uncertainties described in “Risk Factors” on page xii. To our knowledge, except as we have
described in this Draft Red Herring Prospectus, there are no other known factors, which we expect to have a
material adverse impact on our revenues or income from continuing operations.
Future changes in relationship between costs and revenues, in case of events such as future increase in labour
or material costs or prices that will cause a material change are known
Except as described in this section and in “Risk Factors” and “Our Business” on pages xii and 72, respectively,
to the best of our knowledge, there is no future relationship between expenditure and income that will have a
material adverse impact on the operations and finances of our Company.
Significant regulatory changes that materially affected or are likely to affect income from continuing operations
Except as described in “Regulations and Policies” on page 89, there have been no significant regulatory changes
that have materially affected or are likely to affect our income from continuing operations.
The extent to which our business is seasonal
We record contract revenues for those stages of a project that we complete, after we receive certification from
the client that such stage has been successfully completed. Since revenues are not recognized until we make
progress on a contract and receive such certification from our clients, revenues recorded in the first half of our
financial year between April and September are traditionally substantially lower compared with revenues
recorded during the second half of our financial year. Further, our construction business generally invoices a
substantial portion of its projects in the last quarter of the fiscal year, which results in higher levels of sundry
debtors as at March 31, of each fiscal year than at other times during the year.
Significant Developments after 31 December 2009
Enhancements of credit limits
IDBI Bank has renewed the working capital limits and has enhanced the fund based to Rs. 55 Crore and non
fund based to Rs. 380 Crore.
Foreclosure of loan
The Company has foreclosed the Corporate Loan of Rs. 1,000 lacs to State Bank of India on 28th April‟ 2010.
Incorporation of group companies
233
During the period in review, the promoters of our company namely Mr. Mannoj Jain and Ms. Rekha Mannoj
Jain have incorporated two companies namely, Jain Solar Energy Private Limited and Glossy Developers
Private Limited on 18 March 2010 and 19 March 2010 respectively.
Coporate Guarantees
The company had provided corporate guarantees to one of its group companies to the tune of Rs. 1,994.54 lacs
as of 31 December 2009 for the loan procured by Jain Realty from the Central Bank of India. The said loan has
been foreclosed by Jain Realty on 05 April 2010. In view of this foreclosure, the entire guarantee amount of Rs.
1,994.54 lacs stands withdrawn.
234
FINANCIAL INDEBTEDNESS
The total outstanding amount as on 31 May 2010 with respect to our financial borrowings was Rs 56,993 Lacs,
divided into Rs. 54,038 Lacs as secured loans and Rs. 2,955 Lacs as unsecured loans. Set forth below is a brief
summary of our current significant outstanding financing arrangements.
A. Fund and Non-fund Based Loans
S. No. Lender(s) Details Nature of
facility
Amount
outstanding
on 31 May
2010
Rate of
Interest/
Commission
Repayment
Schedule Security
1.
Punjab
National
Bank^
Revalidation
of Working
capital
sanction vide
letter dated 8
September
2009 and
Sanction
Letters dated
2 April 2009
and 3 January
2009
Cash
Credit – Rs
22.50
crores;
Bank
Guarantee
– Rs 25
crores
Cash Credit
– Rs 22.72
crores
Cash Credit
– BPLR +
1.5% p.a.
Bank
Guarantee –
As per
Bank‟s rules
Repayable
as and
when
demanded
by the
lender
Primary security:
First charge on
stocks of raw
materials, WIP,
finished goods,
book debts and
other chargeable
current assets of
the company
ranking pari passu
with other
member banks
Collateral
security: property,
plant &
machinery, land
and office
premises as
outlined in the
sanction letter*
Personal
guarantee of
Mannoj Kumar
Jain, Rekha
Mannoj Jain
Corporate
Guarantee of
Tushita Builders
Private Limited,
Smriti Food Park
Private Limited,
Prakash
Endeavours
Private Limited
and Suraj Abasan
Private Limited
2.
Central
Bank of
India^^
Sanction
Letter dated
23 June 2009
Cash
Credit – Rs
60 crores
Bank
Guarantee
– Rs 145
crores
Cash Credit
– Rs 60.57
crores**
Bank
Guarantee –
Rs 115.36
crores
Cash Credit
– BPLR
Bank
Guarantee –
1.5% p.a. for
performance
guarantee
and 2.25%
Working
Capital
Limit is
repayable
on demand
of the
lender
Cash Credit – Pari
Passu charge on
stocks of raw
material, WIP &
Book debts and
other chargeable
assets of the
project allocated
to the bank
235
S. No. Lender(s) Details Nature of
facility
Amount
outstanding
on 31 May
2010
Rate of
Interest/
Commission
Repayment
Schedule Security
Inland
(DA) LC
Sub-limit
of Rs 40
crores
for financial
guarantee
Bank Guarantee –
counter guarantee
of the company
Of the non fund
based – sub limit
of 40 crores as LC
– Hypothetication
of stocks under
DALC and
accepted hundies
under multiple
banking.*
Personal
guarantee of
Mannoj Kumar
Jain, Rekha
Mannoj Jain and
corporate
guarantee of all
owners of
immovable
property
3. UCO
Bank^^^
Sanction of
Credit
Facilities vide
letter dated
16 June 2009
Cash
Credit – Rs
22.50
crores
Bank
Guarantee
– Rs 50
crores
Cash Credit
– Rs 22.58
crores
Bank
Guarantee –
Rs 0.49
crores
Cash Credit
– BPLR –
0.50%
subject to
minimum of
12% p.a.
Bank
Guarantee –
25%
concession
in
commission
Repayable
on demand
Cash Credit - Pari
Passu charge over
current assets of
the company
Bank Guarantee –
Extension of
charge on fixed
and current assets
of the company.
Counter guarantee
of the company*
Personal
guarantee of
Mannoj Kumar
Jain and Rekha
Jain
Corporate
guarantee of
Tushita Builders
Private Limited,
Smriti Food Park
Private Limited,
Prakash
Endeavours
Private Limited,
Suraj Abasan
Private Limited,
236
S. No. Lender(s) Details Nature of
facility
Amount
outstanding
on 31 May
2010
Rate of
Interest/
Commission
Repayment
Schedule Security
Neptune Plaza
Maker Private
Limited and
Prakash Vanijya
Private Limited
4. IDBI
Bank***
Renewal-cum-
Enhancement
of Credit
Facilities vide
letter dated 20
April 2010
Cash
Credit – Rs
55 crores
Domestic
Bank
Guarantee
– Rs 80
crores
Inland
Letter of
Credit
(LC) sub-
limit – Rs
25 crores
Foreign
Bank
Guarantee
– Rs 300
crores
Foreign
Letter of
Credit
sub-limit –
Rs 30
crores
Cash Credit
– Rs 30.27
crores
Bank
Guarantee –
Rs 47.36
crores
Cash Credit
– BPLR – 75
bps
Domestic
and Foreign
Bank
Guarantee –
0.75% p.a.
Domestic
and Foreign
LC – 0.75%
p.a.
Cash Credit
–
Repayable
on Demand
Domestic
Bank
Guarantee –
Maximum
period
restricted to
4 years
extendable
on a case-
to-case
basis/12
months line
Inland LC -
Maximum
Tenor – 180
days/12
months line
Foreign
Bank
Guarantee –
4 years,
extendable
on a case-
to-case
basis/12
months
Foreign LC
– Maximum
Tenor – 180
days
Cash credit - Pari
passu charge on
present and future
current assets of
the Company
Collateral charge
on pari passu
basis with other
consortium
members
Pledge of 30
percent of existing
paid-up equity
shares of the
company on pari
passu basis with
other consortium
members*
Personal
guarantee of
Mannoj Kumar
Jain and Rekha
Mannoj Jain
Corporate
guarantee of
Tushita Builders
Private Limited,
Smriti Food Park
Private Limited,
Prakash
Endeavours
Private Limited,
Neptune Plaza
Maker Private
Limited, Suraj
Abasan Private
Limited and
Prakash Vanijya
Private Limited
Domestic Bank
guarantee -
Counter guarantee
of the company
and extension of
charge on all
primary and
237
S. No. Lender(s) Details Nature of
facility
Amount
outstanding
on 31 May
2010
Rate of
Interest/
Commission
Repayment
Schedule Security
collateral
securities
stipulated for cash
credit facility
Inland LC –
Documents to title
of goods and
extension of
charge on all
primary and
collateral
securities
stipulated for cash
credit facility
Foreign Bank
guarantee -
Counter guarantee
of the company
and extension of
charge on all
primary and
collateral
securities
stipulated for cash
credit facility
Foreign LC -
Documents to title
of goods and
extension of
charge on all
primary and
collateral
securities
stipulated for cash
credit facility
5.
State Bank
of
India****
Sanction of
Credit
Facilities vide
letter dated 11
November
2009
Cash credit
– Rs 50
crores
Bank
Guarantee
– Rs 115
crores
LC
Sublimit –
Rs 25.50
crores
Cash Credit
– Rs 44.50
crores
Bank
Guarantee –
Rs 33.43
crores
Cash Credit
– SBAR
Bank
Guarantee –
25%
concession
in
commission
LC – As per
standard
rates
Working
Capital
repayable
on demand
Primary security –
first charge over
entire stocks of
raw materials,
SIP, receivables
and all other
miscellaneous
current assets,
both present and
future on pari
passu basis with
other consortium
members
Collateral security
– equitable
238
S. No. Lender(s) Details Nature of
facility
Amount
outstanding
on 31 May
2010
Rate of
Interest/
Commission
Repayment
Schedule Security
mortgage on
certain properties
on pari passu
basis with other
WC members in
the consortium
members, first
charge on
unencumbered
plant & machinery
on pari passu basis
with other WC
members in the
consortium*
Personal
guarantee of
Mannoj Kumar
Jain and Rekha
Mannoj Jain.
Corporate
guarantee of
Tushita Builders
Private Limited,
Smriti Food Park
Private Limited,
Prakash
Endeavours
Private Limited,
Prakash Vanijya
Private Limited,
Suraj Abasan
Private Limited
and Neptune Plaza
Maker Private
Limited
6.
State Bank
of Bikaner
and
Jaipur^^^^
Sanction of
Credit
Facilities vide
letter dated
28 August
2009
Cash
Credit – Rs
10 crores
Bank
Guarantee
– Rs 10
crores
Cash Credit
– Rs 8.17
crores
Bank
Guarantee –
Rs 1.34
crores
Cash Credit
– BPLR
Bank
Guarantee –
1.5% p.a. for
performance
guarantee
and 2.25%
for financial
guarantee
Repayable
on demand
Cash credit – First
pari passu charge
with other banks
on entire current
assets of the
company
including stocks
of raw materials,
work in process,
book debts and
other current
assets present and
future
Collateral security
on various
properties of the
Company valued
239
S. No. Lender(s) Details Nature of
facility
Amount
outstanding
on 31 May
2010
Rate of
Interest/
Commission
Repayment
Schedule Security
at Rs 21.98
crores*
Personal
guarantee of
Mannoj Kumar
Jain and Rekha
Mannoj Jain
Corporate
guarantee of
Tushita Builders
Private Limited,
Smriti Food Park
Private Limited,
Prakash
Endeavours
Private Limited,
Prakash Vanijya
Private Limited
and Citiwings
Highrise Private
Limited
Bank guarantee –
omnibus counter
guarantee of the
company and
guarantee and
extension of
hypothetication
charge on the
company‟s entire
current assets.
Security available
for cash credit
limit will also
cover this facility.
7.
Indian
Overseas
Bank*^
Credit
Sanction
Advice vide
letter dated 5
September
2009
Cash credit
– Rs 25
crores
WCFC sub
limit - Rs
15 crores)
Letter of
guarantee
– Rs 75
crores
LC sub-
limit – Rs
20 crores
Cash Credit
– Rs 24.43
crores
Bank
Guarantee –
Rs 19.96
crores
Cash Credit
– BPLR
WCFC sub
limit –
Normal
charges
Letter of
guarantee –
75% of
normal
charges
LC – 75% of
normal
charges
Repayable
on demand
Prime security:
Cash credit &
WCFC – first pari
passu charge
along with other
working capital
bankers on entire
current assets,
both present and
future
Letter of
guarantee –
general counter
indemnity of the
company and
240
S. No. Lender(s) Details Nature of
facility
Amount
outstanding
on 31 May
2010
Rate of
Interest/
Commission
Repayment
Schedule Security
Conversion
into FB
sub-limit –
Rs 18.75
crores
Forward
cover limit
for WCFC
– Rs 15
crores
extension of first
pari passu charge
on the current
assets including
stock in transit of
the company.
Letter of credit –
documents of title
to goods/ accepted
hundies and
extension of the
first pari passu
charge on the
current assets
including stock in
transit of the
company
Conversion into
FB limit –
extension of first
pari passu charge
on the current
assets including
stock in transit of
the company
Collateral
security:
Equitable
mortgage on land
and office
premises and plant
& machinery
valuing Rs 35.23
crores*
Personal
guarantee of
Mannoj Kumar
Jain and Rekha
Mannoj Jain
Corporate
guarantee of
Tushita Builders
Private Limited,
Suraj Abasan
Private Limited,
Neptune Plaza
Maker Private
Limited, Prakash
Endeavours
Private Limited
241
S. No. Lender(s) Details Nature of
facility
Amount
outstanding
on 31 May
2010
Rate of
Interest/
Commission
Repayment
Schedule Security
and Prakash
Vanijya Private
Limited.
8.
Working
Capital
Consortium
of the
banks
named in
S. No. 1 to
71
Working
Capital
Consortium
Agreement
and Joint
Deed of
Hypothecation
dated 23
December
2009
Cash
Credit – Rs
220 crores
Bank
Guarantee
– Rs 500
crores
Cash Credit
– Rs 213.24
crores
Bank
Guarantee –
Rs 217.94
crores
As stated in
S. No. 1 to 7
Repayable
on demand
First charge on
pari passu basis by
way of
hypothecation
and/or pledge of
the Company‟s
current assets i.e.
stocks of raw
materials, semi-
finished and
finished goods,
stores and spares
not relating to
plant and
machinery, bills
receivable, book
debts and other
movables
First charge on the
Company‟s
unencumbered
movable plant and
machinery,
machinery spares,
tools and
accessories and
other movable
assets
*The Company has entered into a Working Capital Consortium Agreement and Deed of Hypothecation dated 23 December
2009 details of which are set out in Item No. 8 below. The charge created under the consortium documents has also been
specified therein.
**The Company has converted Rs 36.25 crores from Non-Fund based to Fund based and accordingly, the Cash Credit
balance has been reduced from Rs 96.82 crores to Rs 60.57 crores.
^ The Company has applied for the bank‟s consent for this Initial Public Offering. The bank has confirmed that the same is
under process vide Letter dated 25 June 2010
^^ The Company has obtained consent of the bank for this Initial Public Offering vide Letter No.KMO/CMD/2010-11/06/239
dated 9 June 2010
^^^ The Company has applied for the bank‟s consent for this Initial Public Offering. The bank has confirmed that the same is
under process vide Letter No. MCC/ADV/399/2010-11 dated 23 June 2010
*** The Company has obtained consent of the bank for this Initial Public Offering vide Letter No.IDBI/SCB-
Kol/CG/JIL/2161 dated 8 June 2010
**** The Company has obtained consent of the bank for this Initial Public Offering vide Letter No. IFB/RM-III/10-11/50
dated 9 June 2010
^^^^ The Company has obtained consent of the bank for this Initial Public Offering vide Letter No. C&I/ADV/524 dated 2
June 2010 *^ The Company has applied for the bank‟s consent for this Initial Public Offering. The bank has confirmed that the same is
under process vide Letter No. IOB/IBB/2010-11 dated 23 June 2010
1 The Banks named in S. No. 1 to 7 have entered into a Consortium Agreement in respect of the fund and non-fund based
facilities extended by them. The amounts of loan mentioned in S. No. 8 are only cumulative figures and do not represent
additional facilities granted by the Banks.
242
Restrictive Covenants under Sanction Letter of Punjab National Bank
Following activities not to be undertaken without permission of the bank:
Company will not declare / pay dividend without prior approval of consortium.
Restrictive Covenants under Sanction Letter of Central Bank of India
Following activities not to be undertaken without permission of the bank:
Acquisition of fixed assets
Expansion cum modernization
Borrowing from any other source
Investment in subsidiaries / associates
Giving guarantee to any person / concern including associate concerns
Disposal of fixed assets
Opening of an account with any other bank
Declaration of dividend
Creation of a charge, mortgage or other encumbrance or part with possession or do anything which would
prejudice the security.
Restrictive Covenants under Sanction Letter of UCO Bank
Without permission of the Lender, the Company shall not:
Effect a change in its capital structure
Formulate any scheme of amalgamation or reconstruction
Invest, lend or advance funds with any other concern
Undertake guarantee obligations on behalf of any other company, firm or person
Declare dividends except out of profits
Withdraw money brought in by shareholders/directors/depositors
Make a major change in management
Pay consideration/commission to the guarantors whose guarantees have been furnished for the credit limits
sanctioned by the Lender
Sell, assign, mortgage, dispose off or create any other charge on assets charged to the Lender
Undertake any activity other than that for which the facility has been sanctioned
Utilisation of cash accruals for purposes other than meeting operating and other project related expenses
during the moratorium period
Make financial arrangements for the project with any other bank.
Restrictive Covenants under Sanction Letter of IDBI Bank
Following activities not to be undertaken without permission of the bank:
Investment in group companies
Change in capital structure
Any scheme of amalgamation or reconstruction
Undertake any new project / scheme
Invest, lend or advance funds with any other concern
Enter into borrowing arrangements with any other bank
Undertake guarantee obligations on behalf of anyone else
Declare divided except out of profits
Shortfall in cash flows to be met by promoters from their own sources
Maintain account in any other bank
Restrictive Covenants under Sanction Letter of State Bank of India
Following activities not to be undertaken without permission of the bank:
Change in capital structure
Any scheme of amalgamation or reconstruction
Undertake any new project / scheme
Invest, lend or advance funds with any other concern
Enter into borrowing arrangement with other bank or financial institution
243
Undertake guarantee obligations on behalf of anyone else
Declare divided except out of profits
Sell, dispose or create any other charge on assets charged to the bank
Enter any long term contractual obligation affecting the company financially
Change practice with regard to remuneration of directors.
Undertake any trading activity other than the sale of products arising out of its own manufacturing
operations
Permit any transfer of controlling interest
Withdrawal of money brought in by shareholders/directors/depositors
Restrictive Covenants under Sanction Letter of State Bank of Bikaner and Jaipur
Without permission of the bank, following activities not to be undertaken:
Change in capital structure
Any scheme of amalgamation or reconstruction
Undertake any new project / scheme
Invest, lend or advance funds with any other concern
Enter into borrowing arrangement with any other bank or financial institution
Pay guarantee commission to the guarantors whose guarantees have been stipulated for credits limits
sanctioned by the Lender
Undertake guarantee obligations on behalf of anyone else
Declare divided except out of profits
Sell, dispose or create any other charge on assets charged to the bank
Enter any long term contractual obligation affecting the company financially
Change practice with regard to remuneration of directors.
Undertake any trading activity other than the sale of products arising out of its own manufacturing
operations
Permit any transfer of controlling interest.
Restrictive Covenants under Sanction Letter of Indian Overseas Bank
Following activities not to be undertaken without permission of the bank:
Change in capital structure
Formulate any scheme of amalgamation or reconstruction
Implement any scheme of expansion or diversification or capital expenditure except normal
replacements/capex indicated in funds flow statement submitted to the Lender
Enter into borrowing or non-borrowing arrangements with any other bank or financial institution
Invest, lend or advance funds with any other concern
Undertake guarantee obligations on behalf of anyone else
Declare divided except out of profits
Make any drastic change in its management setup
Approach capital markets for mobilizing additional resources
Sell or dispose off or create security or any other charge on assets charged to the bank
Create or permit to subsist any mortgage, charge, pledge, lien or other security interest on any of the
company‟s undertakings, properties or assets
Restrictive Covenants under the Working Capital Consortium Agreement
Without the written consent of the Banks, the Company cannot:
Compound or release any book-debts nor do anything whereby the recovery of the same may be impeded,
delayed or prevented;
Deal with the goods, movables and other assets and documents of title thereto, or the goods, movables and
other assets covered by the documents pledged or hypothecated or otherwise charged to the Banks
Without prior written consent of Central Bank, the Company cannot:
Declare dividends on share capital
Effect a change in its capital structure
Formulate any scheme of amalgamation or reconstruction
Implement any scheme of expansion or diversification or modernization other than incurring routine capital
expenditure
244
Make any corporate investments by way of share capital/debentures or lend or advance funds to or place
deposits with any other concern expect as done in normal course of business or required under law
Undertake guarantee obligation on behalf of any third party or other company
Make any other borrowing arrangement
Pay dividend other than out of current year‟s profit after making all due provisions
Dispose of the whole or substantially the whole of undertaking
Remove or dismantle any assets comprised as security expect where the same by reason of the assets being
worn out
245
B. Term Loans
S.
No.
Lender(s) Details Nature of
facility
Amount
outstanding
on May 31,
2010
Repayment
Schedule
Security
1. Central Bank
of India*
Sanction Letter
dated June 23,
2009
Term Loan
– Rs 100
crores
Rs 101.02
crores
Repayable in 8
quarterly
installments of
Rs 12.50 crore
each after
moratorium of
12 months
125% security in the form
of Equitable Mortgage of
immovable property and
liquid security owned by
associate companies
backed by corporate
guarantee of associate
companies owning the
assets
2. Indiabulls
Financial
Services Ltd
Loan Sanction
Letter dated
March 31, 2010
Term Loan
– Rs 30
crores
Nil# Monthly
installment -
Rs 1.05 crores
Property offered as
security - 34.474 cottah of
land at 22/1, Belvedre
Road and 14.66 cottah of
land at 4, Hastings Park
Road, P.O. and P.S.-
Alipore, Kolkata - 700027
Corporate Guarantee of
Quantum Nirman P Ltd
and Prakash Vanijya P
Ltd
3. State Bank of
India
Sanction of
Credit Facilities
vide letter dated
November 11,
2009
Corporate
Loan – Rs
10 crores
Nil. Repaid on
28 April 2010
Repayable in
11 quarterly
installments
starting from
December
2009. Repaid
prior to due
date by the
Company
Equitable Mortgage of
immovable property and
liquid security owned by
associate companies
backed by corporate
guarantee of associate
companies owning the
assets
#The Company is only a co-applicant to the term loan along with Mannoj Kumar Jain, Rekha Mannoj Jain,
Tushita Builders Private Limited, Jain Space Infraventure Limited, Prakash Endeavours Private Limited, Seven
Heaven Infrastructure Private Limited, Sonata Construction Private Limited, Ambition Construction Private
Limited and Aspire Builders Private Limited. The loan was borrowed by and disbursed to M/s Jain Realty Ltd
* The term loan has been sanctioned for augmenting long term resources for improving net working capital.
Restrictive Covenants on the Company under the Indiabulls Financial Services Limited Term Loan
Without the written consent of the Lender, the Company cannot:
Significant change in the debt-equity ratio and/or current ratio.
Lease out or give on leave or licence or part with the possession of the property offered as security
(“Property”) or any part thereof.
Sell, transfer, mortgage, lease, surrender or in any other manner whatsoever transfer and/or alienate,
encumber or create any third party interest in the Property or any part thereof.
Change the use of the Property.
Amalgamate or merge the Property with any other property or adjacent property or create a right of way or
easement on the Property.
Stand as a surety for anybody or guarantee the repayment of any loan or overdraft or the purchase price of
an asset
Leave India for employment or business of for long term stay abroad without fully repaying the loan and
interest and other dues and charges including prepayment charges as per rules of the Lender then in force.
Effect any change in the constitution, management or existing ownership or control or share capital.
246
Execute any document, such as a Power of Attorney or other similar deed, in favour of any person to deal
with the Property in any manner whatsoever.
Effect any oral or other partition of the Property or enter into any family arrangement or use it for the
purpose of business and/or any commercial purpose.
Enter into any agreement for cancellation of the sale deed or title deed entered into for the purchase of the
Property.
C. Equipment Finance Loans
S.
No.
Lender(s) Details Nature of
facility
Amount
outstanding
on May 31,
2010
Repayment
Schedule
Security
1. SREI
Equipment
Finance
Limited
Agreement No.
AHL023849
Equipment
Finance term
Loan of Rs
418.76 lacs
Rs 261.85
lacs
34 monthly
installments
of Rs 15.83
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
2. SREI
Equipment
Finance
Limited
Agreement No.
AHL023941
Equipment
Finance term
Loan of Rs
46.94 lacs
Rs 29.35 lacs 34 monthly
installments
of Rs 1.77
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
3. SREI
Equipment
Finance
Limited
Agreement No.
AHL023942
Equipment
Finance term
Loan of 91.88
lacs
Rs 57.45 lacs 34 monthly
installments
of Rs 3.47
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
4. SREI
Infrastructure
Finance
Limited
Agreement No.
AHL013744
Equipment
Finance term
Loan of Rs
71.29 lacs
Rs 12.18 lacs 35 monthly
installments
of Rs 2.49
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
5. SREI
Infrastructure
Finance
Limited
Agreement No.
AHL018853
Equipment
Finance term
Loan of Rs
110.27 lacs
Rs 40.83 lacs 34 monthly
installments
of Rs 3.91
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
6. SREI
Infrastructure
Finance
Limited
Agreement No.
AHL018997
Equipment
Finance term
Loan of Rs
134.97 lacs
Rs 54.20 lacs 34 monthly
installments
of Rs 4.78
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
7. SREI
Infrastructure
Agreement No.
AHL023197
Equipment
Finance term
Rs 25.67 lacs 34 monthly
installments
Hypothecation of
Plant and
247
S.
No.
Lender(s) Details Nature of
facility
Amount
outstanding
on May 31,
2010
Repayment
Schedule
Security
Finance
Limited
Loan of Rs
49.20 lacs
of Rs 1.73
lacs
Machinery financed
by way of
first/exclusive
charge
Personal Guarantees
of Promoter
Directors
8. SREI
Infrastructure
Finance
Limited
Agreement No.
AHL022610
Equipment
Finance term
Loan of Rs
308.04 lacs
Rs 173.78
lacs
34 monthly
installments
of 11.24 lacs
Hypothecation of
Plant and
Machinery financed
by way of
first/exclusive
charge
Personal Guarantees
of Promoter
Directors
9. SREI
Infrastructure
Finance
Limited
Agreement No.
AHL010502
Equipment
Finance term
Loan of Rs
85.50 lacs
Rs 2.83 lacs 35 monthly
installments
of Rs 2.83
lacs
Hypothecation of
Plant and
Machinery financed
by way of
first/exclusive
charge
Personal Guarantees
of Promoter
Directors
10. SREI
Infrastructure
Finance
Limited
Agreement No.
AHL010562
Equipment
Finance term
Loan of Rs
87.59 lacs
Rs 2.89 lacs 35 monthly
installments
of Rs 2.90
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
11. SREI
Infrastructure
Finance
Limited
Agreement No.
AHL013038
Equipment
Finance term
Loan of Rs
53.11 lacs
Rs 5.30 lacs 36 monthly
installments
of Rs 1.79
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
12. SREI
Infrastructure
Finance
Limited
Agreement No.
AHL018534
Equipment
Finance term
Loan of Rs
88.89 lacs
Rs 35.83 lacs 34 monthly
installments
of Rs 3.16
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
13. SREI
Infrastructure
Finance
Limited
Agreement No.
AHL018535
Equipment
Finance term
Loan of Rs
104.62 lacs
Rs 38.74 lacs 34 monthly
installments
of Rs 3.71
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
248
S.
No.
Lender(s) Details Nature of
facility
Amount
outstanding
on May 31,
2010
Repayment
Schedule
Security
Directors
14. HDFC Bank
Limited
Agreement No.
12563026 dated 23
January 2008
Equipment
Finance term
Loan of Rs
82 lacs
Rs 21.06 lacs 36 monthly
installments
of Rs 2.76
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
15. HDFC Bank
Limited
Agreement No.
12760727 dated 22
February 2008
Equipment
Finance term
Loan of Rs
5.16 lacs
Rs 1.49 lacs 36 monthly
installments
of Rs 0.18
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
16. HDFC Bank
Limited
Agreement No.
13170893 dated 10
May 2008
Equipment
Finance term
Loan of Rs 6
lacs
Rs 2.28 lacs 36 monthly
installments
of Rs 0.20
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
17. HDFC Bank
Limited
Agreement No.
14362381 dated 24
January 2009
Equipment
Finance term
Loan of Rs
4.76 lacs
Rs 2.88 lacs 36 monthly
installments
of Rs 0.16
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
18. HDFC Bank
Limited
Agreement No.
14362546 dated 22
January 2009
Equipment
Finance term
Loan of Rs
4.26 lacs
Rs 2.58 lacs 36 monthly
installments
of Rs 0.14
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
19. ICICI Bank
Limited
Agreement No.
LACAL00010981251
dated 21 June 2008
Equipment
Finance term
Loan of Rs
5.63 lacs
Rs 0.57 lacs 36 monthly
installments
of Rs 0.19
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
20. ICICI Bank
Limited
Agreement No.
LACAL00008223349
Equipment
Finance term
Loan of Rs
13.70 lacs
Rs 8.66 lacs 36 monthly
installments
of Rs 0.46
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
21. Reliance
Capital
Limited
Agreement No.
RLNCKOL000116902
Equipment
Finance term
Loan of Rs
17 lacs
Rs 7.83 lacs 35 monthly
installments
of Rs 0.57
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
249
S.
No.
Lender(s) Details Nature of
facility
Amount
outstanding
on May 31,
2010
Repayment
Schedule
Security
Directors
22. Tata Capital
Limited
Agreement No.
7000046913
Equipment
Finance term
Loan of Rs
36.23 lacs
Rs 20.98 lacs 36 monthly
installments
of Rs 1.27
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
23. Tata Capital
Limited
Agreement No.
7000046915
Equipment
Finance term
Loan of Rs 7
lacs
Rs 4.05 lacs 36 monthly
installments
of Rs 0.25
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
24. Tata Capital
Limited
Agreement No.
7000046916
Equipment
Finance term
Loan of Rs
7.86 lacs
Rs 4.55 lacs 36 monthly
installments
of Rs 0.28
lacs
Hypothecation of
Plant and
Machinery financed
Personal Guarantees
of Promoter
Directors
D. Loans Availed from Promoters/Group Companies
S.
No.
Lender(s) Details Nature of
facility
Amount
outstanding
on May 31,
2010
Repayment
Schedule
Security
1. Mannoj Kumar Jain Letter dated 7
May 2010
Unsecured
Loan
Rs 2.27 crores 4 Months Unsecured
2. Rekha Mannoj Jain Letter dated 7
May 2010
Unsecured
Loan
Rs 0.28 crores 4 Months Unsecured
3. Jain Energy Ltd Letter dated 12
May 2010
Unsecured
Loan
Rs 0.19 crores 4 Months Unsecured
4. Smriti Food Park
Private Limited
Letter dated 14
May 2010
Unsecured
Loan
Rs 0.42 crores 4 Months Unsecured
E. Loans Availed from Others
S.
No.
Lender(s) Details Nature of
facility
Amount
outstanding
on May 31,
2010
Repayment
Schedule
Security
1. Abharani Vinimay Pvt.
Ltd.
Letter dated 17
May 2010
Unsecured
Loan
Rs 0.15 crores 4 Months Unsecured
2. Criticare Marketing Pvt.
Ltd.
Letter dated 28
May 2010
Unsecured
Loan
Rs 0.15 crores 4 Months Unsecured
3. Devraaj Mercantiles Pvt.
Ltd.
Letter dated 13
May 2010
Unsecured
Loan
Rs 0.15 crores 3 Months Unsecured
4. Ahinsa Merchandise Pvt.
Ltd.
Letter dated 19
May 2010
Unsecured
Loan
Rs 5 crores 2 Months Unsecured
5. Archidply Industries Ltd. Letter dated 1 Unsecured Rs 0.20 crores 4 Months Unsecured
250
S.
No.
Lender(s) Details Nature of
facility
Amount
outstanding
on May 31,
2010
Repayment
Schedule
Security
April 2010 Loan
6. Arunoday Holdings Pvt.
Ltd.
Letter dated 1
April 2010
Unsecured
Loan
Rs 0.50 crores 4 Months Unsecured
7. Bahubali Properties Ltd. Letter dated 17
April 2010
Unsecured
Loan
Rs 1 crore 6 Months Unsecured
8. Baid Holdings Private
Limited
Letter dated 16
April 2010
Unsecured
Loan
Rs 0.25 crores 4 Months Unsecured
9. Bhandari & Asopa (India)
Pvt. Ltd.
Letter dated 19
February 2010
Unsecured
Loan
Rs 0.17 crores 4 Months Unsecured
10. Bina Commercial Pvt. Ltd. Letter dated 20
April 2010
Unsecured
Loan
Rs 0.20 crores 4 Months Unsecured
11. Creative Vanijya Pvt. Ltd. Letter dated 20
May 2010
Unsecured
Loan
Rs 0.5 crores 4 Months Unsecured
12. Dhiraj Projects (P) Ltd. Letter dated 12
April 2010
Unsecured
Loan
Rs 0.15 crores 4 Months Unsecured
13. Diwansons Marketing Pvt.
Ltd.
Letter dated 1
April 2010
Unsecured
Loan
Rs 0.50 crores 4 Months Unsecured
14. Dream Nirman Pvt. Ltd. Letter dated 10
March 2010
Unsecured
Loan
Rs 0.25 crores 3 Months 22
Days
Unsecured
15. East India Flour Mills (P)
Ltd.
Letter dated 8
February 2010
Unsecured
Loan
Rs 0.25 crores 4 Months Unsecured
16. Flow Fund Vanijya Pvt.
Ltd.
Letter dated 27
April 2010
Unsecured
Loan
Rs 0.10 crores 4 Months Unsecured
17. Gandeswari Impex Private
Limited
Letter dated 27
May 2010
Unsecured
Loan
Rs 0.25 crores 4 Months Unsecured
18. Gangadhar Dealers Pvt.
Ltd.
Letter dated 1
April 2010
Unsecured
Loan
Rs 0.10 crores 4 Months Unsecured
19. Gangaur Properties Pvt.
Ltd.
Letter dated 3
May 2010
Unsecured
Loan
Rs 0.50 crores 4 Months Unsecured
20. G.L. Investment Pvt. Ltd. Letter dated 27
May 2010
Unsecured
Loan
Rs 0.50 crores 4 Months Unsecured
21. Hollyfield Traders Pvt.
Ltd.
Letter dated 1
April 2010
Unsecured
Loan
Rs 0.50 crores 6 Months Unsecured
22. J.V. & Sons Pvt. Ltd. Letter dated 29
March 2010
Unsecured
Loan
Rs 0.13 crores 4 Months 9
Days
Unsecured
23. Kabita Trade Link Pvt. Ltd. Letter dated 25
March 2010
Unsecured
Loan
Rs 0.50 crores 4 Months Unsecured
24. Kamod Finvest (P) Ltd. Letter dated 5
February 2010
& 16 March
2010
Unsecured
Loan
Rs 0.10 crores 5 Months 25
Days & 4
Months 16
Days
Unsecured
25. K.D. Commercials Ltd. Letter dated 14
April 2010
Unsecured
Loan
Rs 0.17 crores 6 Months Unsecured
26. Majestic Sales Promotion
Pvt. Ltd.
Letter dated 26
April 2010 &
29 April 2010.
Unsecured
Loan
Rs 5 crores 4 Months Unsecured
27. Mayank Fincom Ltd. Letter dated 1
June 2010
Unsecured
Loan
Rs 0.40 crores 6 Months Unsecured
28. Mayank Securities Pvt.
Ltd.
Letter dated 3
February 2010
Unsecured
Loan
Rs 0.70 crores 4 Months Unsecured
29. Nilliam Pathy Tracon (P)
Ltd.
Letter dated 9
February 2010
Unsecured
Loan
Rs 0.25 crores 4 Months Unsecured
30. Nirvin Cold Storage Pvt.
Ltd.
Letter dated 3
April 2010
Unsecured
Loan
Rs 0.50 crores 4 Months Unsecured
31. Nivedan Investments Letter dated 7 Unsecured Rs 0.05 crores 4 Months Unsecured
251
S.
No.
Lender(s) Details Nature of
facility
Amount
outstanding
on May 31,
2010
Repayment
Schedule
Security
& Trading Company Pvt.
Ltd.
January 2010 Loan
32. Patni Resources Pvt. Ltd. Letter dated 29
April 2010
Unsecured
Loan
Rs 0.10 crores 4 Months Unsecured
33. Pure Vyapaar Pvt. Ltd. Letter dated 1
April 2010
Unsecured
Loan
Rs 0.20 crores 4 Months Unsecured
34. Rishab Exports Ltd. Letter dated 5
April 2010
Unsecured
Loan
Rs 0.20 crores 3 Months Unsecured
35. Shreya Trade Link (P) Ltd. Letter dated 29
March 2010
Unsecured
Loan
Rs 0.50 crores 4 Months Unsecured
36. Siddharth Enclave Pvt. Ltd. Letter dated 4
March 2010
Unsecured
Loan
Rs 0.08 crores 3 Months Unsecured
37. Signet Merchandise Pvt.
Ltd.
Letter dated 18
May 2010
Unsecured
Loan
Rs 0.25 crores 4 Months Unsecured
38. Speed Cargo Movers Pvt.
Ltd.
Letter dated 8
February 2010
Unsecured
Loan
Rs 0.25 crores 4 Months Unsecured
39. Srivani Merchants Pvt. Ltd. Letter dated 16
February 2010
Unsecured
Loan
Rs 0.10 crores 4 Months Unsecured
40. Subhash Credit Capital
Ltd.
Letter dated 3
February 2010
Unsecured
Loan
Rs 1.30 crores 4 Months Unsecured
41. Sunrise Promoters Pvt. Ltd. Letter dated 1
April 2010
Unsecured
Loan
Rs 0.20 crores 4 Months Unsecured
42. Sunshine Fintrade Pvt. Ltd. Letter dated 1
April 2010
Unsecured
Loan
Rs 0.25 crores 4 Months Unsecured
43. Swecha Commercial
Private Limited
Letter dated 21
April 2010
Unsecured
Loan
Rs 0.15 crores 4 Months Unsecured
44. Suave Construction Pvt.
Ltd.
Letter dated 25
May 2010
Unsecured
Loan
Rs 0.48 crores 4 Months Unsecured
45. Surana Brothers Private
Limited
Letter dated 26
April 2010
Unsecured
Loan
Rs 1 crore 4 Months Unsecured
46. Vibgyor Financial Services
Pvt. Ltd.
Letter dated 13
March 2010
Unsecured
Loan
Rs 0.50 crores 3 Months Unsecured
47. Vikash Smelters & Alloys
Limited
Letter dated 23
April 2010
Unsecured
Loan
Rs 0.50 crores 4 Months Unsecured
48. Vistar Financiers Pvt. Ltd. Letter dated 21
April 2010
Unsecured
Loan
Rs 0.26 crores 4 Months Unsecured
49. Wise Investments Pvt. Ltd. Letter dated 28
May 2010
Unsecured
Loan
Rs 0.90 crores 4 Months Unsecured
252
SECTION VI: LEGAL AND REGULATORY INFORMATION
OUTSTANDING LITIGATIONS AND DEFAULTS
Except as described below, there are no outstanding litigations, suits, criminal or civil prosecutions,
proceedings, statutory and other notices or tax liabilities by or against our Company, our Subsidiary or our
Directors or our Promoter or our Group Companies and there are no defaults, non-payment or over dues of
statutory dues, over-dues to banks/financial institutions, defaults against banks/financial institutions, defaults in
dues payable to holders of any debentures, bonds or fixed deposits and arrears of preference shares issue by our
Company, defaults in creation of full security as per terms of issue/other liabilities, proceedings initiated for
economic/civil/any other offences (including past cases where penalties may or may not have been awarded and
irrespective of whether they are specified under paragraph (I) of Part 1 of Schedule XIII of the Companies Act)
other than unclaimed liabilities of our Company and no disciplinary action has been taken by SEBI or any stock
exchanges against the Company, its Promoters, Group Companies, Directors.
Pending matters which, if they result in an adverse outcome, would materially and adversely affect the
operations or the financial position of our Company:
1. Cases against our Company
(a) Show Cause-cum-Demand Notice No C.No.V(15)127/ST-Adjn./Commr./09/25272 dated 9 November
2009 under the Finance Act, 1994 for evasion of service tax during the financial years 2006-07 and
2007-08
Pursuant to the course of an audit conducted on the Company by the Senior Audit Officer, Principal
Director of Audit, Central, Kolkata, the Department noted that the Company had received Rs
5,09,45,292 (Rupees Five crores nine lakhs forty five thousand two hundred ninety two) as sub-
contractor of M/s Ganon Dunkerley & Co Limited for construction of a commercial and residential
complex and Rs 5,45,83,372 (Rupees Five crores forty five lakhs eighty three thousand three hundred
seventy two) as sub-contractor of M/s National Buildings Construction Corporation Limited, Meija for
construction of a residential complex. The Department alleged that during the financial years 2006-07
and 2007-08 (i) the Company had not paid appropriate service tax on the gross amounts of Rs
5,09,45,292 (Rupees Five crores nine lakhs forty five thousand two hundred ninety two) and Rs
5,45,83,372 (Rupees Five crores forty five lakhs eighty three thousand three hundred seventy two); and
(ii) interest of Rs 1,66,455 (Rupees One lakh sixty six thousand four hundred fifty five) had been
attracted under section 75 of the Finance Act, 1994 (“Finance Act”) for delayed payment of the said
service tax. Accordingly, on 9 November 2009, the Company received a Show Cause-cum-Demand
Notice No C.No.V(15)127/ST-Adjn./Commr./09/25272 (“Notice”) issued by the Commissioner of
Service Tax, Kolkata wherein a total service tax, education cess and secondary and higher education
cess of Rs 80,37,164 (Rupees Eighty lakhs thirty seven thousand one hundred sixty four), Rs 1,60,744
(Rupees One lakh sixty thousand seven hundred forty four) and Rs 49,869 (Rupees Forty nine thousand
eight hundred sixty nine) respectively along with the aforementioned interest was stated as recoverable.
Further, as per records of the Service Tax Commissionerate, Kolkata, the Company had not registered
itself as a provider of „Commerical or Industrial Construction Service‟ and „Construction of Residential
Complex Service‟ before the financial year 2007-08 and had failed to file their ST-3 return for
providing taxable service under the said categories during the financial years 2006-07 and 2007-08
within the limits prescribed. In addition to the above, the Notice also required the Company to show
cause within 30 days as to why appropriate penalty under section 76, 77 and 78 of the Finance Act
should not be imposed on it. The Company has not filed any response to the Notice nor has any date of
hearing been fixed and the matter is pending with the Commissioner of Service Tax, Kolkata.
(b) Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment Year
2008-09
On 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities under
section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the Company and various group
companies and the residence of Mr Mannoj Kumar Jain in Kolkata and a survey under section 133A of
the IT Act was undertaken at the office of the Company in Patna.
253
The Company had filed the original return of income on 29 September 2008 disclosing a total income
of Rs 17,69,97,748 (Rupees Seventeen crores sixty nine lakhs ninety seven thousand seven hundred
forty eight). Thereafter, on 30 March 2009, the Company filed a revised return of income disclosing a
total income of Rs 8,42,58,348 (Rupees Eight crores forty two lakhs fifty eight thousand three hundred
forty eight). Pursuant to the above, on 9 September 2009, a notice under section 143(2) and 142(1) of
the IT Act was served upon the Company by the Assistant Commissioner of Income Tax, Central
Circle IV, Kolkata (“ACIT”) and several hearings were conducted. The Company also made
submissions and filed supporting documents explaining certain discrepancies. Consequently, on 31
December 2009, an Assessment Order under section 143(3) of the IT Act (“Order”) was passed by the
ACIT and a Notice of Demand under section 156 of the IT Act for an amount of Rs 3,08,74,730
(Rupees Three crores eight lakhs seventy four thousand seven hundred thirty) (“Notice”) was issued by
the ACIT requiring the Company to pay the said amount within 30 (Thirty) days of the service of
notice. The Order also specifies that penalty proceedings would be initiated separately. The Company
had filed a petition under section 154 of the IT Act claiming credit for tax deducted at source of Rs
2,31,58,070 (Rupees Two crores thirty one lakhs fifty eight thousand and seventy) pursuant to which
the ACIT passed an Order dated 20 May 2010 (“Rectification Order”) revising the tax liability and a
revised Notice of Demand under section 156 of the IT Act for an amount of Rs 14,02,602 (Rupees
Fourteen lakhs two thousand six hundred and two) (“Revised Notice”) was issued to the Company.
The Company has not filed any response to the Revised Notice and the matter is currently pending.
(c) Show Cause Notice and Notice of Demand dated 31 December 2009 under Income Tax Act pertaining
to the Assessment Year 2007-08
On 19 September 2008, the Company had filed the original return of income disclosing an income of
Rs 5,51,11,049 (Rupees Five crores fifty one lakhs eleven thousand and forty nine). Thereafter, on 18
March 2008, a search and seizure operation was undertaken by the Income Tax authorities under
section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the Company and various group
companies and the residence of Mr Mannoj Kumar Jain in Kolkata and a survey under section 133A of
the IT Act was undertaken at the office of the Company in Patna. Thereafter, on 20 January 2009, a
notice under section 153A of the IT Act was served upon the Company by the Assistant Commissioner
of Income Tax, Central Circle IV, Kolkata (“ACIT”) requiring it to furnish its return of income. The
Company responded to the notice on 19 February 2009 requesting that the original return be treated as
the return filed under section 153A of the IT Act. Pursuant to the above, on 14 August 2009, a notice
under section 143(2) and 142(1) of the IT Act was served upon the Company by the ACIT and several
hearings were conducted. The Company also made submissions and filed supporting documents
explaining certain discrepancies. Consequently, on 31 December 2009, an Assessment Order under
section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice of Demand under section
156 of the IT Act for an amount of Rs 18,47,523 (Rupees Eighteen lakhs forty seven thousand five
hundred twenty three) (“Notice”) was issued by the ACIT requiring the Company to pay the said
amount within 30 (Thirty) days of the service of notice. Further, on 31 December 2009, a show cause
notice under section 274 and 271 of the IT Act in respect of penalty proceedings was issued by the
ACIT for having concealed particulars of income and having furnished inaccurate particulars of
income. The Company has paid a sum of Rs 10,00,000 (Rupees Ten lakhs) on 31 March 2010 and the
matter is currently pending.
(d) Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1246 dated 29 January 2010 under the Income
Tax Act for short deduction and collection of tax during the second quarter of financial year 2008-09
On 29 January 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1246
issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that,
during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found to
be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was
alleged in the Notice that, during the second quarter of the financial year 2008-09, the Company had
short deducted/collected tax to the extent of Rs 2,45,060 (Rupees Two lakhs forty five thousand and
sixty) and was consequently liable to pay Rs 2,67,760 (Rupees Two lakhs sixty seven thousand seven
hundred and sixty) as interest. The Company was required to appear before the ITO on 11 February
2010 to show cause as to why the same should not be levied. On 8 June 2010, the Company has filed a
response with the ITO clarifying the position regarding short deduction of tax and interest payable and
254
has submitted evidence of the deposit of short deduction of tax of Rs 2,003 (Rupees Two thousand and
three) made on 18 March 2010. The matter is currently pending with the ITO.
(e) Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1248 dated 29 January 2010 under the Income
Tax Act for short deduction and collection of tax during the third quarter of financial year 2008-09
On 29 January 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1248
issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that,
during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found to
be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was
alleged in the Notice that, during the third quarter of the financial year 2008-09, the Company had short
deducted/collected tax to the extent of Rs 1,08,530 (Rupees One lakh eight thousand five hundred and
thirty) and was consequently liable to pay Rs 2,97,520 (Rupees Two lakhs ninety seven thousand five
hundred and twenty) as interest. The Company was required to appear before the ITO to show cause as
to why the same should not be levied. On 8 June 2010, the Company has filed a response with the ITO
clarifying the position regarding short deduction of tax and interest payable. The matter is currently
pending with the ITO.
(f) Show Cause Notice No. ITO/WD-58(2)/201(1)/09-10/1249 dated 29 January 2010 under the Income
Tax Act for short deduction and collection of tax and delay in deposit of tax deducted and collected
during the fourth quarter of financial year 2008-09
On 29 January 2010, the Company received a Show Cause Notice No. ITO/WD-58(2)/201(1)/09-
10/1249 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was
stated that, during the course of proceedings before the Income Tax Officer (“ITO”), the Company was
found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It
was alleged in the Notice that, during the fourth quarter of the financial year 2008-09, the Company
had short deducted/collected tax to the extent of Rs 3,66,960 (Rupees Three lakhs sixty six thousand
nine hundred and sixty) and had not paid tax deducted/collected to the extent of Rs 3,04,780 (Rupees
Three lakhs four thousand seven hundred and eighty) and was consequently liable to pay Rs 65,460
(Rupees Sixty five thousand four hundred and sixty) as interest. The Company was required to appear
before the ITO to show cause as to why the same should not be levied. On 8 June 2010, the Company
has filed a response with the ITO clarifying the position regarding short deduction of tax and interest
payable and has submitted evidence of the deposit of short deduction of tax of Rs 9,900 (Rupees Nine
thousand nine hundred) made on 18 March 2010. The matter is pending with the ITO.
(g) Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1618 dated 24 March 2010 under the Income
Tax Act for short deduction and collection of tax during the fourth quarter of financial year 2008-09
On 24 March 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1A)/09-
10/1618 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was
stated that, during the course of proceedings before the Income Tax Officer (“ITO”), the Company was
found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It
was alleged in the Notice that, during the fourth quarter of the financial year 2008-09, the Company
had short deducted/collected tax to the extent of Rs 3,020 (Rupees Three thousand and twenty) and was
consequently liable to pay Rs 1,19,980 (Rupees One lakh nineteen thousand nine hundred and eighty)
as interest. The Company was required to appear before the ITO to show cause as to why the same
should not be levied. On 8 June 2010, the Company has filed a response with the ITO clarifying the
position regarding short deduction of tax and interest payable. The matter is currently pending with the
ITO.
(h) Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1247 dated 29 January 2010 under the Income
Tax Act for delayed deposit of tax deducted and collected during the third quarter of financial year
2007-08
On 29 January 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1247
issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that,
during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found to
255
be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was
alleged in the Notice that, during the third quarter of the financial year 2007-08, the Company had
delayed deposit of tax deducted/collected and was consequently liable to pay interest of Rs 500
(Rupees Five hundred). The Company was required to appear before the ITO to show cause as to why
the same should not be levied. On 25 May 2010, the Company has filed a response with the ITO stating
that interest amounting to Rs 967 (Rupees Nine hundred and sixty seven) was deposited on 7 March
2008. The matter is currently pending with the ITO.
(i) Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1065 dated 21 October 2009 under the Income
Tax Act for delayed deposit of tax deducted and collected during the fourth quarter of financial year
2007-08
On 21 October 2009, the Company received Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1065
issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that,
during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found to
be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was
alleged in the Notice that, during the fourth quarter of the financial year 2007-08, the Company had
short deducted/collected tax to the extent of Rs 17,860 (Rupees Seventeen thousand eight hundred and
sixty) and was consequently liable to pay interest of Rs 76,830 (Rupees Seventy six thousand eight
hundred and thirty). The Company was required to appear before the ITO to show cause as to why the
same should not be levied. On 25 May 2010, the Company filed a response with the ITO with certain
clarifications. The matter is currently pending with the ITO.
(j) Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1509 dated 8 March 2010 under the Income Tax
Act for delayed deposit of tax deducted and collected during the fourth quarter of financial year 2007-
08
On 8 March 2010, the Company received Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1509
issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”) wherein it was stated that,
during the course of proceedings before the Income Tax Officer (“ITO”), the Company was found to
be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT Act”). It was
alleged in the Notice that, during the fourth quarter of the financial year 2007-08, the Company had
short deducted/collected tax to the extent of Rs 2,42,040 (Rupees Two lakhs forty two thousand and
forty) and was consequently liable to pay interest of Rs 2800 (Rupees Two thousand eight hundred).
The Company was required to appear before the ITO to show cause as to why the same should not be
levied. The Company has not responded to the Notice and the matter is pending before the ITO.
M/s Bengal Construction Company
(k) Show Cause Notice and Notice of Demand dated 31 December 2009 under Income Tax Act pertaining
to the Assessment year 2007-08
On 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities under
section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the group concerns of M/s
Bengal Construction Company (“BCC”) and at the residence of Mr Mannoj Kumar Jain in Kolkata and
Siliguri and a survey under section 133A of the IT Act was undertaken at the office of the group
concern in Patna. Pursuant to the above, on 20 January 2009, a notice under section 153A of the IT Act
was served by the Assistant Commissioner of Income Tax, Central Circle IV, Kolkata (“ACIT”) upon
BCC requiring it to furnish its return of income. On 22 February 2009, BCC responded to the notice
stating that the basis for calculating business income was the same as used in the Assessment Order
under section 143(3) of the IT Act dated 29 December 2006 pertaining to the Assessment Year 2004-
05. BCC submitted a revised computation following the basis decided in the Assessment Year 2005-06
by JCIT, Range 1, Siliguri and also submitted that the income calculated on the said basis resulted in a
lower income than that stated in the original return of income. Pursuant to the above, a notice under
section 143(2) and 142(1) of the IT Act was served upon BCC by the ACIT and several hearings were
conducted. BCC also made submissions and filed supporting documents explaining certain
discrepancies. Consequently, on 31 December 2009, an Assessment Order under section 143(3) of the
IT Act (“Order”) was passed by the ACIT and a Notice of Demand under section 156 of the IT Act for
an amount of Rs. 3,92,773 (Rupees Three lakhs ninety two thousand seven hundred seventy three)
256
(“Notice”) was issued by the ACIT requiring BCC to pay the said amount within 30 (Thirty) days of
the service of notice. Further, on 31 December 2009, a show cause notice under section 274 and 271 of
the IT Act in respect of penalty proceedings was issued by the ACIT for having concealed particulars
of income and having furnished inaccurate particulars of income. BCC has made payment of the said
amount on 18 June 2010 and no further correspondence has been received from the tax authorities in
this regard.
(l) Show Cause Notice and Notice of Demand dated 31 December 2009 under Income Tax Act pertaining
to the Assessment year 2006-07
On 3 August 2007, M/s Bengal Construction Company (“BCC”) had filed the original return of income
disclosing a total income of Rs 2,14,24,950 (Rupees Two crores fourteen lakhs twenty four thousand
nine hundred fifty). Thereafter, on 18 March 2008, a search and seizure operation was undertaken by
the Income Tax authorities under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises
of the group concerns of BCC in Kolkata and Siliguri and a survey under section 133A of the IT Act
was undertaken at the office of the group concern in Patna. Pursuant to the above, on 20 January 2009,
a notice under section 153A of the IT Act was served by Assistant Commissioner of Income Tax,
Central Circle IV, Kolkata (“ACIT”) upon BCC requiring it to furnish its return of income. On 16
March 2009, BCC filed a letter dated 20 February 2009 stating that the basis for calculating business
income was the same as used in the Assessment Order under section 143(3) of the IT Act dated 28
December 2007 pertaining to the Assessment Year 2005-06. BCC submitted a revised computation
following the basis decided in the Assessment Year 2005-06 by JCIT, Range 1, Siliguri and also
submitted that the income calculated on the said basis resulted in a lower income than that stated in the
original return of income and that the original return of income may be treated as the one filed in
response to notice received under section 153A of the IT Act. Thereafter, a notice under section 143(2)
and 142(1) of the IT Act was served upon BCC by the ACIT and several hearings were conducted.
BCC also made submissions and filed supporting documents explaining certain discrepancies.
Consequently, on 31 December 2009, an Assessment Order under section 143(3) of the IT Act
(“Order”) was passed by the ACIT and a Notice of Demand under section 156 of the IT Act for an
amount of Rs 8,56,730 (Rupees Eight lakhs fifty six thousand seven hundred thirty) (“Notice”) was
issued by the ACIT requiring BCC to pay the said amount within 30 (Thirty) days of the service of
notice. Further, on 31 December 2009, a show cause notice under section 274 and 271 of the IT Act in
respect of penalty proceedings was issued by the ACIT for having concealed particulars of income and
having furnished inaccurate particulars of income. BCC has made payment of the said amount on 31
March 2010 and no further correspondence has been received from the tax authorities in this regard.
(m) Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment year
2005-06
On 4 July 2006, M/s Bengal Construction Company (“BCC”) had filed the original return of income
disclosing a total income of Rs 96,19,970 (Rupees Ninety six lakhs nineteen thousand nine hundred
seventy). Thereafter, on 18 March 2008, a search and seizure operation was carried out under section
132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the group concerns of BCC in Kolkata
and Siliguri and survey under section 133A of the IT Act was carried on at the office of the group
company in Patna. Pursuant to the above, on 20 January 2009, a notice under section 153A of the IT
Act was served upon BCC by Assistant Commissioner of Income Tax, Central Circle IV, Kolkata
(“ACIT”) requiring it to furnish its return of income. On 16 March 2009, BCC filed a letter dated 20
February 2009 stating that the basis for calculating business income was the same as used in the
Assessment Order under section 143(3) of the IT Act dated 28 December 2007 pertaining to the
Assessment Year 2005-06. BCC submitted a revised computation following the basis decided in the
Assessment Year 2005-06 by JCIT, Range 1, Siliguri and also submitted that the income calculated on
the said basis resulted in a lower income than that stated in the original return of income and that the
original return of income may be treated as the one filed in response to notice received under section
153A of the IT Act. Thereafter, a notice under section 143(2) and 142(1) of the IT Act was served upon
BCC by the ACIT and several hearings were conducted. BCC also made submissions and filed
supporting documents explaining certain discrepancies. Consequently, on 31 December 2009, an
Assessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice
of Demand under section 156 of the IT Act for an amount of Rs 99,099 (Rupees Ninety nine thousand
ninety nine) (“Notice”) was issued by the ACIT requiring BCC to pay the said amount within 30
257
(Thirty) days of the service of notice. BCC has made payment of the said amount on 18 June 2010 and
no further correspondence has been received from the tax authorities in this regard.
2. Cases by our Company:
Nil
3. Cases involving our Directors
Nil
4. Cases involving Promoters
Nil
5. Cases involving Group Companies
Nil
6. Cases involving Group Companies
Tushita Builders Private Limited
(a) Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment year
2008-09
On 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities under
section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of M/s Tushita Builders Private
Limited (“TBPL”) and various group concerns in Kolkata and Siliguri. Thereafter, on 23 November
2009, the Company filed the original return of income disclosing a total income of Rs 4,11,542
(Rupees Four lakhs eleven thousand five hundred forty two). Thereafter, a notice under section 143(2)
and 142(1) of the IT Act was served upon TBPL by the Assistant Commissioner of Income Tax,
Central Circle IV, Kolkata (“ACIT”) and several hearings were conducted. TBPL also made
submissions and filed supporting documents explaining certain discrepancies. Consequently, on 31
December 2009, an Assessment Order under section 143(3) of the IT Act (“Order”) was passed by the
ACIT and a Notice of Demand under section 156 of the IT Act for an amount of Rs 70,319 (Rupees
Seventy thousand three hundred and nineteen) (“Notice”) stated as refundable was issued. The refund
has not been received by TBPL as yet.
(b) Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment Year
2007-08
On 18 March 2008, a search and seizure operation was undertaken by the Income Tax authorities under
section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of the M/s Tushita Builders
Private Limited (“TBPL”) and various group concerns in Kolkata and Siliguri. Pursuant to the above,
on 20 January 2009, a notice under section 153A of the IT Act was served on TBPL by the Assistant
Commissioner of Income Tax, Central Circle IV, Kolkata (“ACIT”) and TBPL filed a return of income
on 31 March 2009 disclosing a total income of Rs 63,06,280 (Rupees Sixty three lakhs six thousand
two hundred eighty). Thereafter, a notice under section 143(2) and 142(1) of the IT Act was served
upon TBPL by the ACIT and several hearings were conducted. TBPL also made submissions and filed
supporting documents explaining certain discrepancies. Consequently, on 31 December 2009, an
Assessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice
of Demand under section 156 of the IT Act for an amount of Rs 1,32,810 (Rupees One lakh thirty two
thousand eight hundred ten) (“Notice”) was issued by the ACIT requiring TBPL to pay the said amount
within 30 (Thirty) days of the service of notice. TBPL has paid the said amount on 31 March 2010 and
no further correspondence has been received from the tax authorities in this regard.
258
(c) Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment Year
2006-07
On 4 October 2007, M/s Tushita Builders Private Limited (“TBPL”) had filed the original return of
income disclosing a total income of Rs 76,02,943 (Rupees Seventy six lakhs two thousand nine
hundred forty three). Thereafter, on 18 March 2008, a search and seizure operation was undertaken by
the Income Tax authorities under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises
of TBPL and various group concerns in Kolkata and Siliguri. Pursuant to the above, on 20 January
2009, a notice under section 153A of the IT Act was served on TBPL by the Assistant Commissioner
of Income Tax, Central Circle IV, Kolkata (“ACIT”) and on 16 March 2009, TBPL filed a letter
requesting that the original return be treated as the return under section 153A of the Excise Act.
Thereafter, on 16 September 2009, a notice under section 143(2) and 142(1) of the IT Act was served
upon TBPL by the ACIT and several hearings were conducted. TBPL also made submissions and filed
supporting documents explaining certain discrepancies. Consequently, on 31 December 2009, an
Assessment Order under section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice
of Demand under section 156 of the IT Act for an amount of Rs 38,65,570 (Rupees Thirty eight lakhs
sixty five thousand five hundred seventy) (“Notice”) was issued by the ACIT requiring TBPL to pay
the said amount within 30 (Thirty) days of the service of notice. Failure to comply with the Notice
would subject TBPL to recovery proceedings in addition to imposition of penalty. On 8 June 2010, the
TBPL has filed a rectification petition under section 154 of the IT Act claiming tax credit of Rs
15,50,251 (Rupees Fifteen lakhs fifty thousand two hundred fifty one) as tax deducted at source and Rs
12,35,584 (Rupees Twelve lakhs thirty five thousand five hundred and eighty four) as tax paid. The
matter is currently pending with the ITO.
(d) Notice of Demand dated 31 December 2009 under Income Tax Act pertaining to the Assessment Year
2005-06
On 22 August 2007, M/s Tushita Builders Private Limited (“TBPL”) had filed the original return of
income disclosing a total income of Rs 1,42,750 (Rupees One lakh forty two thousand seven hundred
fifty). Thereafter, on 18 March 2008, a search and seizure operation was undertaken by the Income Tax
authorities under section 132 of the Income Tax Act, 1961 (“IT Act”) at the premises of TBPL and
various group concerns in Kolkata and Siliguri. Pursuant to the above, on 20 January 2009, a notice
under section 153A of the IT Act was served on TBPL by the Assistant Commissioner of Income Tax,
Central Circle IV, Kolkata (“ACIT”) and on 16 March 2009, TBPL filed a letter requesting that the
original return be treated as the return under section 153A of the IT Act. Thereafter, on 18 September
2009, a notice under section 143(2) and 142(1) of the IT Act was served upon TBPL by the ACIT and
several hearings were conducted. TBPL also made submissions and filed supporting documents
explaining certain discrepancies. Consequently, on 31 December 2009, an Assessment Order under
section 143(3) of the IT Act (“Order”) was passed by the ACIT and a Notice of Demand under section
156 of the Income Tax Act, 1961 for an amount of Rs 67,604 (Rupees Sixty seven thousand six
hundred and four) (“Notice”) was issued by the ACIT requiring TBPL to pay the said amount within
30 (Thirty) days of the service of notice. Failure to comply with the Notice would subject TBPL to
recovery proceedings in addition to imposition of penalty. The matter is currently pending.
Jain Steel and Power Limited
(e) Jain Steel & Power Limited (“Petitioners”) v The State of Orissa & Others (“Respondents”)
Special Leave Petition No 22735 of 2008 before the Supreme Court of India
M/s Jain Steel & Power Limited (“JSPL”) made payment of entry tax by The Sales Tax Officer,
Sambalpur III Circle (“STO”) under the Orissa Entry Tax Act, 1999 (“Act”) in respect of purchase of
plant and machinery, consumables, raw materials, packing materials, etc required for erection of the
plant and machinery and use in manufacturing process of goods dealt by it since 28 February 2005.
JSPL had paid entry tax on the sale of finished goods and bye-products. On 20 June 2007, JSPL filed a
Writ Petition No. 7542 of 2007 (“Writ Petition”) before the High Court of Orissa at Cuttack (“High
Court”) challenging the validity of the Act. During the pendency of the aforesaid writ petition, the
STO passed scrutiny orders directing the payment of entry tax of Rs 18,84,983 (Rupees Eighteen lakhs
eighty four thousand nine hundred and eighty three) along with interest.
On 30 November 2007, the STO issued another notice in Form E-24 (“Notice E-24”) directing JSPL to
259
pay interest @ 2% per annum on Rs 13,94,347 (Rupees Thirteen lakhs ninety four thousand three
hundred and forty seven) for the period 1 May 2007 to 30 June 2007. On 30 November 2007, a Notice
for Demand of Tax on Provisional Assessment vide Form E-29 (“Notice E-29”) for the period 1st July,
2007 to 31st October, 2007 was issued by the STO informing JSPL that it had been provisionally
assessed to tax to the tune of Rs 18,52,531 (Rupees Eighteen lakhs fifty two thousand five hundred and
thirty one). Thereafter, on 14 January 2008, the STO issued notice in Form VAT 316 (“VAT 316”) to
JSPL‟s banker i.e., Branch Manager, Punjab National Bank, Jharsuguda, calling upon them to pay a
sum of Rs 32,46,978 (Rupees Thirty two lakhs forty six thousand nine hundred seventy eight) from
JSPL‟s account involving entry tax for the months of May, 2007 till October, 2007. On 27 March 2008,
the High Court passed an Order (“High Court Order”) dismissing the writ petition No.7542 of 2007
on the ground that the validity of the Act had been upheld by a Division Bench of the High Court in a
batch of cases vide the common judgment delivered on 18 February 2008 (“Division Bench Writ
Order”) the leading case of which was W.P. (C) No. 6515 of 2006 (“Division Bench Proceedings”).
The High Court Order also specified that JSPL had the liberty to file an appeal against the demand
order for entry tax within 30 (thirty) days from the date of the High Court Order and until then no
coercive action would be taken against JSPL for realizing the entry tax. Accordingly, on 26 April 2008,
JSPL filed revision petitions REV No.: CNZ-06/08-09 and REV No.: CNZ-05/08-09 before the
Additional Commissioner of Sales Tax (Northern Zone) (“ACST”) against the demand raised on it for
the said amounts of Rs 18,52,531 (Rupees Eighteen lakhs fifty two thousand five hundred and thirty
one) and Rs 18,84,983 (Rupees Eighteen lakhs eighty four thousand nine hundred and eighty three)
(“Revision Petitions”). The ACST heard the matter and passed an order on 10 September 2008 and
remanded the matter to the Assistant Commissioner of Sales Tax, Sambalpur Range directing fresh
adjudication in light of the Division Bench Writ Order.
The petitioners and the respondents to the Division Bench Proceedings have filed separate Special
Leave Petitions against the Division Bench Writ Order and as the same are pending with the Supreme
Court, JSPL‟s matter is currently pending before the Assistant Commissioner of Sales Tax, Sambalpur
Range. JSPL has been paying the entry tax on the basis of the Division Bench Writ Order till date.
JSPL has also filed Special Leave Petition No 22735 of 2008 (“SLP”) challenging the High Court
Order and constitutional validity of the Act. The SLP is also pending as of date.
(f) S K Naik (“Appellant”) vs Jain Steel and Power Ltd & Ors (“Respondent”)
Appeal No 13 of 2009 before the National Environmental Appellate Authority
The Appellant is a former Secretary to the Ministry of Health and Family Welfare, Government of
India and has invested in a plot at Durlaga in the Jharsuguda District of Orissa. The Respondent has
constructed a plant in the District for which it has received environmental clearance from the Ministry
of Environment and Forests vide a letter dated 29 December 2008 (“Environmental Clearance”). The
Appellant has preferred an appeal before the National Environmental Appellate Authority
(“Authority”) against the said Environmental Clearance against the Respondent, Ministry of
Environment and Forests, State Pollution Control Board, Orissa and the Airports Authority of India
(“Appeal”) on various grounds such as locational hazards in terms of proximity of the plant to human
settlements, water bodies, residential areas, state highway, sensitive establishments and government
offices; alleged false and unscrupulous conduct on the Respondent‟s part on the issue of type of fuel
used; complete drain of local water resources; alleged discrepancies in the EIA report; alleged illegal
land gains; complete disregard of environmental norms; and callous attitude of the Ministry of
Environment and Forests. The Appellant has sought the quashing of the Environmental Clearance.
Further, the Appellant also seeks to stop the Respondent from carrying on all activities in or at the
project site at Durlaga, Jharsuguda District. The Respondent, in its reply to the Appellant‟s appeal has
challenged the maintainability of the petition on the ground inter alia that the same is barred by the law
of limitation and that the same is misconceived, speculative, harrassive and abuse of the process of law.
However, the Delhi High Court, in a writ petition filed before it by the Respondent decided upon the
issue of limitation in the matter and has dismissed the writ vide order dated 26 August 2009. Various
submissions have been made in the Appeal by both the parties and the matter is currently pending
before the Authority for final hearing.
(g) Show Cause Notice No.C.No.V(72)15/ADJN/B-II/54/2009/10269A dated 1 June 2010 under the
Central Excise Act regarding inadmissibility of Cenvat Credits
260
Jain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns (“Returns”) for May
2009 and June 2009 on 8 June 2009 and 9 July 2009 respectively under rule 12(1) of the Central Excise
Rules, 2002 (“Rules”) read with rule 9(7) of the Cenvat Credit Rules, 2004 (“Cenvat Rules”). The
verification of the Returns by the Range Officer stated that JSPL had availed Cenvat Credit amounting
to Rs 34,86,309 (Rupees Thirty four lakhs eighty six thousand three hundred and nine) (“Credits”) on
certain items treating the same as „inputs‟. JSPL, vide letter JSPL/JSG/10-11/004 dated 14 May 2010,
submitted the invoice-wise break up in respect of „capital goods‟ and „inputs‟. According to the
Department, the items claimed as „capital goods‟ did not find place under Rule 2(a) of the Cenvat Rules
and the steel items claimed as „inputs‟ were used for construction of different structures and therefore,
the credit claimed was treated as inadmissible. Accordingly, on 1 June 2010, JSPL received Show
Cause Notice No C.No.V(72)15/ADJN/B-II/54/2009/10269A issued by the Additional Commissioner
(Adjn.), Central Excise, Customs & Service Tax, Bhubaneswar (“Notice”) whereby JSPL was required
to show cause within 30 days as to whyCredits to the tune of Rs 34,86,309 (Rupees Thirty four lakhs
eighty six thousand three hundred and nine) availed during May 2009 to June 2009 along with interest
should not be and penalty should not be imposed. JSPL has not responded to the notice and the matter
is pending before the Additional Commissioner.
(h) Show Cause Notice No. C.No.V(72)15/ADJN/B-II/11/2008/4240A dated 4 March 2009 under the
Central Excise Act regarding inadmissibility of Cenvat Credits
Jain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns (“Returns”) for
February 2008 to April 2008 on 10 March 2008, 10 April 2008 and 10 May 2008 under rule 12(1) of
the Central Excise Rules, 2002 (“Rules”) read with rule 9(7) of the Cenvat Credit Rules, 2004
(“Cenvat Rules”). The verification of the Returns stated that JSPL had availed Cenvat Credit
amounting to Rs 19,61,461 (Rupees Nineteen lakhs sixty one thousand four hundred and sixty one)
(“Credits”) on certain items by treating the same as „inputs‟. JSPL, vide letters dated 9 February 2009,
16 February 2009 and 2 March 2009, explained the purposes for which each of the items had been
used. On 2 January 2009 and 27 February 2009, a joint physical verification was conducted by the
Assistant Commissioner, Central Excise & Customs, Sambalpur-I division along with Range Officer,
Jharsuguda-I. The Range Officer, vide his letter dated 2 March 2009, submitted a physical verification
report and 8 photographs showing the usage of the impugned goods which, according to the
Department were not used as „inputs‟ in or in relation to the manufacture of the JSPL‟s final products
or specified capital goods but were used for fabrication of various structures/structurals/foundation
meant for installation, erection and support of plant and machinery. Further, according to the tax
authorities, JSPL had not obtained registration under rule 9 of the Rules to manufacture „capital goods‟.
Accordingly, on 4 March 2009, JSPL received Show Cause Notice No C.No.V(72)15/ADJN/B-
II/11/2008/4240A issued by the Additional Commissioner (Adjn.), Central Excise, Customs & Service
Tax, Bhubaneswar - II (“Notice”) whereby JSPL was required to show cause within 30 days as to why
Credits to the tune of Rs 19,61,461 (Rupees Nineteen lakhs sixty one thousand four hundred and sixty
one) availed during February 2008 to April 2008 along with interest should not be recovered and
penalty should not be imposed. JSPL had requested the tax authorities for grant of extension of time to
furnish the reply which the tax authorities had consented to. Thereafter, on 8 March 2010, JSPL sent a
reply to the Notice wherein it contended inter alia that all goods used in the manufacture of capital
goods would fall within the definition of „inputs‟; the definition of „capital goods‟ was wide enough to
accommodate all goods which have been used in the factory and play a part in the overall production
processand that JSPL was not in breach of any requirements under law to declare details, submit
returns or maintain daily stock accounts. Accordingly, JSPL had prayed for the Notice to be quashed.
The matter is currently pending with the Additional Commissioner.
(i) Show Cause Notice No C.No.V(72)15/ADJN/B-II/51/2008/188/2-A dated 3 October 2008 under the
Central Excise Act regarding inadmissibility of Cenvat Credits
Jain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns (“Returns”) for
September 2007 to January 2008 on 8 October 2007, 6 November 2007, 10 December 2007, 10
January 2008 and 10 February 2008 respectively under rule 12(1) of the Central Excise Rules, 2002
(“Rules”) read with rule 9(7) of the Cenvat Credit Rules, 2004 (“Cenvat Rules”). The verification of
the Returns revealed that JSPL had availed Cenvat Credit (“Credits”) amounting to Rs 39,17,323
(Rupees Thirty nine lakhs seventeen thousand three hundred and twenty three) on certain items. by
treating the same as „inputs‟ or „capital goods‟. An enquiry by the Range Officer stated that the items
261
were used for various purposes and could not be treated as „inputs‟ for the manufacture of the JSPL‟s
final products or specified „capital goods‟. Further, according to the tax authorities, JSPL did not obtain
registration under rule 9 of the Rules to manufacture „capital goods‟. Accordingly, on 3 October 2008,
JSPL received Show Cause Notice No C.No.V(72)15/ADJN/B-II/51/2008/188/2-A issued by the
Additional Commissioner (Adjn.), Central Excise, Customs & Service Tax, Bhubaneswar – II
(“Notice”) whereby JSPL was required to show cause within 30 days as to why Credits to the tune of
Rs 39,17,323 (Rupees Thirty nine lakhs seventeen thousand three hundred and twenty three) availed
during September 2007 to January 2008 along with interest should not be recovered and penalty
should not be imposed . On 31 October 2008, JSPL had requested the tax authorities for grant of
extension of time to furnish the reply which the tax authorities had consented to. Thereafter, on 8
March 2010, JSPL sent a reply to the Notice wherein it contended inter alia that all goods used in the
manufacture of capital goods would fall within the definition of „inputs‟; the definition of „capital
goods‟ was wide enough to accommodate all goods which have been used in the factory and play a part
in the overall production processand that JSPL was not in breach of any requirements under law to
declare details, submit returns or maintain daily stock accounts. Accordingly, JSPL had prayed for the
Notice to be quashed. The matter is currently pending with the Additional Commissioner.
(j) Show Cause Notice No C.No.V(72)3/ADJN/SBP-I/25/2008/1747 dated 29 July 2008 under the Central
Excise Act regarding inadmissibility of Cenvat Credits
On 7 September 2007, Jain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns
(“Returns”) for August 2007 under rule 12(1) of the Central Excise Rules, 2002 (“Rules”) read with
rule 9(7) of the Cenvat Credit Rules, 2004 (“Cenvat Rules”). The scrutiny of the Returns stated that
JSPL had availed Cenvat Credit amounting to (i) Rs 1,35,994 (Rupees One lakh thirty five thousand
nine hundred ninety four) (“Credits”) on certain items treating the same as „inputs‟; and (ii) Rs 28,296
(Rupees Twenty eight thousand two hundred ninety six) on certain other items treating the same as
„capital goods‟ in the factory of manufacture. Prima facie, it appeared to the tax authorities that the
items had been used as construction and welding materials for erection of a sponge iron plant and
accordingly, did not qualify as „inputs‟ or „capital goods‟ as defined in the Cenvat Rules. On 25
January 2008, the Superintendent, Central Excise and Customs, Jharsuguda-I (“Superintendent”), vide
a letter, requested JSPL to intimate the details of the goods manufactured by the said inputs with their
tariff sub-headings and their place of use in order to examine the admissibility of Credits. However,
JSPL neither provided these details nor did it reverse the Credits taken. In the absence of any reply
from JSPL, on 9 February 2008, the Superintendent visited the plant and the investigation revealed that
the inputs were used for civil construction and erection or fabrication of the plant and therefore, the
Credits could not be availed by JSPL. Further, according to the tax authorities, JSPL had failed to
comply with certain provisions of the Excise Act and the Rules whereby it was required to declare
details of excisable goods to be manufactured while applying for registration; submit a monthly return
reflecting the goods manufactured and cleared on payment of duty or at NIL rate of duty; and maintain
a daily stock account. On 29 July 2008, JSPL received Show Cause Notice No
C.No.V(72)3/ADJN/SBP-I/25/2008/1747 issued by the Additional Commissioner of Central Excise,
Customs & Service Tax, Sambalpur – I Division (“Notice”) whereby JSPL was required to show cause
within 30 days as to why Cenvat Credits to the tune of Rs 1,64,290 (Rupees One lakh sixty four
thousand two hundred ninety) availed during August 2007 along with interest should not be recovered
and penalty should not be imposed. On 26 September 2008, JSPL sent a reply to the Notice wherein it
contended inter alia that the claim in relation to the Credits was in accordance with law; and that JSPL
was not in breach of any requirements under law to declare details, submit returns or maintain daily
stock accounts. JSPL has also requested for a personal hearing of the matter. The matter is currently
pending with the Additional Commissioner.
(k) Show Cause Notice No. C.No.V(72)15/Adjn./B-II/36/08/105/9A dated 3June 2008 under the Central
Excise Act regarding inadmissibility of Cenvat Credits
Jain Steel and Power Limited (“JSPL”) had submitted the monthly ER-1 returns (“Returns”) for May
2007 to July 2007 on 11 June 2007, 10 July 2007 and 10 August 2007 under rule 12(1) of the Central
Excise Rules, 2002 (“Rules”) read with rule 9(7) of the Cenvat Credit Rules, 2004 (“Cenvat Rules”).
The verification of the Returns stated that JSPL had availed Cenvat Credit (“Credits”) amounting to Rs
1,37,68,269 (Rupees One crore thirty seven lakhs sixty eight thousand two hundred sixty nine) on
various iron and steel items treating the same as „inputs‟ and on certain other items treating the same as
262
„capital goods‟. On 25 January 2008, the Range Officer, Jharsuguda-I (“Range Officer”), vide a letter,
requested JSPL to intimate the details of the goods manufactured by the said inputs and capital goods
in order to examine the admissibility of Credits. However, JSPL neither provided these details nor did
it reverse the Credits taken. In the absence of any reply from JSPL, the Range Officer visited the plant
on 9 February 2008 and the investigation revealed that the impugned units had been used for various
purposes because of which the items did not qualify as „inputs‟ or „capital goods‟. Further, according to
the tax authorities, JSPL had failed to comply with certain provisions of the Excise Act and the Rules
whereby it was required to declare details of excisable goods to be manufactured while applying for
registration; submit a monthly return reflecting the goods manufactured and cleared on payment of duty
or at NIL rate of duty; and maintain a daily stock account. Accordingly, on 3 June 2008, JSPL received
Show Cause Notice No. C.No.V(72)15/Adjn./B-II/36/08/105/9A issued by the Commissioner, Central
Excise, Customs & Service Tax, Bhubaneswar – II (“Notice”) whereby JSPL was required to show
cause within 30 days as to why Credits to the tune of Rs 1,37,68,269 (Rupees One crore thirty seven
lakhs sixty eight thousand two hundred sixty nine) availed during May 2007 to July 2007 along with
interest should not be recovered and penalty under applicable law should not be imposed. JSPL had
requested the Commissioner for grant of extension of time to furnish the reply which the Commissioner
had consented to. Thereafter, on 8 March 2010, JSPL sent a reply to the Notice wherein it contended
inter alia that all goods used in the manufacture of capital goods fall within the definition of „inputs‟;
and that the definition of „capital goods‟ is wide enough to accommodate all goods which have been
used in the factory and play a part in the overall production process; and that JSPL was not in breach of
any requirements under law to declare details, submit returns or maintain daily stock accounts.
Accordingly, JSPL had prayed for the Notice to be quashed. The matter is currently pending with the
Commissioner.
(l) Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1313 dated 16 February 2010 under the Income
Tax Act for short deduction and collection of tax during the second quarter of the financial year 2008-
09
On 16 February 2010, Jain Steel and Power Limited (“JSPL”) received Show Cause Notice No
ITO/WD-58(2)/201(1)/09-10/1313 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata
(“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer
(“ITO”), JSPL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act,
1961 (“IT Act”). It was alleged in the Notice that, during the second quarter of the financial year 2008-
09, JSPL had short deducted/collected tax to the extent of Rs 19,220 (Rupees Nineteen thousand two
hundred twenty) and was consequently liable to pay Rs 14,470 (Rupees Fourteen thousand four
hundred and seventy) as interest. JSPL was to show cause as to why the same should not be levied. On
25 May 2010, JSPL filed a reply to the ITO stating that there was a short payment of only Rs 35
(Rupees Thirty five) which had been duly paid on 18 March 2010 and that the interest payable was
only Rs 13,670 (Rupees Thirteen thousand six hundred seventy) of which Rs 13,490 had been duly
paid. Further, JSPL has requested the ITO to furnish details of working of interest for the difference of
Rs 800 (Rupees Eight hundred). The matter is currently pending with the ITO.
(m) Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1315 dated 19 February 2010 under the Income
Tax Act for short deduction and collection of tax during the third quarter of the financial year 2008-09
On 19 February 2010, Jain Steel and Power Limited (“JSPL”) received Show Cause Notice No
ITO/WD-58(2)/201(1)/09-10/1315 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata
(“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer
(“ITO”), JSPL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act,
1961 (“IT Act”). It was alleged in the Notice that, during the third quarter of the financial year 2008-
09, JSPL had short deducted/collected tax to the extent of Rs 70 (Rupees Seventy) and was
consequently liable to pay Rs 31,300 (Rupees Thirty one thousand three hundred) as interest. JSPL was
required to appear before the ITO on 3 March 2010 to show cause as to why the same should not be
levied. On 25 May 2010, JSPL filed a reply stating that TDS deducted and deposited at 2.06% was
inadvertently shown in the return as 2.266% and that as per details enclosed with the Notice, the
interest payable was Rs 29,990 (Rupees Twenty nine thousand nine hundred and ninety) which was
duly paid. Further, JSPL has requested the ITO to furnish details of working of interest for the
difference of Rs 1,310 (Rupees One thousand three hundred and ten). The matter is currently pending
with the ITO.
263
(n) Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1314 dated 16 February 2010 under the Income
Tax Act for short deduction and collection of tax and non-payment of deducted and collected tax
during the fourth quarter of the financial year 2008-09
On 16 February 2010, Jain Steel and Power Limited (“JSPL”) received Show Cause Notice No
ITO/WD-58(2)/201(1)/09-10/1314 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata
(“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer
(“ITO”), JSPL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act,
1961 (“IT Act”). It was alleged in the Notice that, during the fourth quarter of the financial year 2008-
09, JSPL had short deducted/collected tax to the extent of Rs 16,960 (Rupees Sixteen thousand nine
hundred and sixty) and had not paid tax deducted/collected to the tune of Rs 5,600 (Rupees Five
thousand six hundred) and was consequently liable to pay Rs 16,770 (Rupees Sixteen thousand seven
hundred and seventy) as interest. JSPL was required to appear before the ITO on 3 March 2010 to show
cause as to why the same should not be levied. On 25 May 2010, JSPL filed a reply with certain
computations disputing the figures stated in the Notice and has submitted evidence of payment of Rs
2,999 (Rupees Two thousand nine hundred and ninety nine) towards short payment of interest. The
matter is currently pending with the ITO.
(o) Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1291 dated 16 February 2010 under the Income
Tax Act for short deduction and collection of tax during the fourth quarter of the financial year 2008-
09
On 16 February 2010, Jain Steel and Power Limited (“JSPL”) received Show Cause Notice No
ITO/WD-58(2)/201(1)/09-10/1291 issued by the Income Tax Officer, Ward 58(2), TDS, Kolkata
(“Notice”) wherein it was stated that, during the course of proceedings before the Income Tax Officer
(“ITO”), JSPL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act,
1961 (“IT Act”). It was alleged in the Notice that, during the fourth quarter of the financial year 2008-
09, JSPL had short deducted/collected tax to the extent of Rs 1,910 (Rupees One thousand nine
hundred and ten) and was consequently liable to pay Rs 22,020 (Rupees Twenty two thousand and
twenty) as interest. Although the Notice states the total interest payable as 22,020 (Rupees Twenty two
thousand and twenty), the details of calculation of interest state the total interest payable as Rs 21,900
(Rupees Twenty one thousand nine hundred). JSPL was required to appear before the ITO on 26
February 2010 to show cause as to why the same should not be levied. On 24 March 2010, JSPL had
filed a revised return claiming that there was no short deduction made by it. On 25 May 2010, JSPL
filed a reply with the ITO stating that the interest payable as per JSPL‟s records was Rs 21,740 (Rupees
Twenty one thousand seven hundred and forty) and that the same had been paid. The matter is currently
pending with the ITO.
Jain Energy Limited
(p) Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1317 dated 19 February 2010 under the Income
Tax Act for delay in deposit of tax deducted and collected during the third quarter of the financial year
2008-09
On 19 February 2010, Jain Energy Limited (“JEL”) received Show Cause Notice No ITO/WD-
58(2)/201(1)/09-10/1317 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”)
wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”),
JEL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT
Act”). It was alleged in the Notice that, during the third quarter of the financial year 2008-09, JEL had
delayed deposit of tax deducted/collected and was consequently liable to pay Rs 10,180 (Rupees Ten
thousand one hundred eighty) as interest. Although the Notice states the total interest payable as Rs
10,180 (Rupees Ten thousand one hundred eighty), the details of calculation of interest state the total
interest payable as Rs 9,780 (Rupees Nine thousand seven hundred eighty). JEL was required to appear
before the ITO on 3 March 2010 to show cause as to why the same should not be levied. On 25 May
2010, JEL filed a response with the ITO stating that interest payable as per JEL‟s records was Rs 9,787
(Rupees Nine thousand seven hundred and eighty seven) and that the same had been deposited. JEL has
sought clarification as regards the difference in the two amounts and the matter is pending before the
ITO.
264
(q) Show Cause Notice No ITO/WD-58(2)/201(1)/09-10/1318 dated 19 February 2010 issued under the
Income Tax Act for short deduction and collection of tax during the fourth quarter of the financial year
2008-09
On 19 February 2010, Jain Energy Limited (“JEL”) received Show Cause Notice No ITO/WD-
58(2)/201(1)/09-10/1318 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”)
wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”),
JEL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT
Act”). It was alleged in the Notice that, during the fourth quarter of the financial year 2008-09, JEL had
short deducted/collected tax to the extent of Rs 1,38,820 (Rupees One lakh thirty eight thousand eight
hundred and twenty) and was consequently liable to pay Rs 14,380 (Rupees Fourteen thousand three
hundred eighty) as interest. JEL was required to appear before the ITO on 3 March 2010 to show cause
as to why the same should not be levied. On 24 March 2010, JEL has filed a revised return claiming a
short deduction of only Rs 491 (Rupees Four hundred and ninety one). On 25 May 2010, JEL filed a
response with the ITO stating that the short deduction had been deposited. JEL had also made payment
of the interest payable as per JEL‟s records of Rs 13,820 (Rupees Thirteen thousand eight hundred and
twenty). The matter is currently pending before the ITO.
Jain Realty Limited
(r) Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1631 dated 24 March 2010 under the Income
Tax Act for delay in deposit of tax deducted and collected during the third quarter of the financial year
2008-09
On 24 March 2010, Jain Realty Limited (“JRL”) received Show Cause Notice No ITO/WD-
58(2)/201(1A)/09-10/1631 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”)
wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”),
JRL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT
Act”). It was alleged in the Notice that, during the third quarter of the financial year 2008-09, JRL had
delayed deposit of tax deducted/collected and was consequently liable to pay Rs 14,790 (Rupees
Fourteen thousand seven hundred ninety) as interest. Although the Notice states the total interest
payable as Rs 14,790 (Rupees Fourteen thousand seven hundred ninety), the details of calculation of
interest state the total interest payable as Rs 13,290 (Rupees Thirteen thousand two hundred and ninety)
JRL was required to appear before the ITO on 12 April 2010 to show cause as to why the same should
not be levied. On 25 May 2010, JRL filed a response with the ITO stating that the total interest payable
as per the JRL‟s records was Rs 14,070 (Rupees Fourteen thousand and seventy) and that the same had
been deposited. JRL has sought clarification on the difference in the amounts and the matter is pending
before the ITO.
(s) Show Cause Notice No ITO/WD-58(2)/201(1A)/09-10/1633 dated 24 March 2010 under the Income
Tax Act for short deduction and collection of tax during the fourth quarter of the financial year 2008-
09
On 24 March 2010, Jain Realty Limited (“JRL”) received Show Cause Notice No ITO/WD-
58(2)/201(1A)/09-10/1633 issued by the Income Tax Officer, Ward - 58(2), TDS, Kolkata (“Notice”)
wherein it was stated that, during the course of proceedings before the Income Tax Officer (“ITO”),
JRL was found to be a defaulter under section 201(1) and 206C(7) of the Income Tax Act, 1961 (“IT
Act”). It was alleged in the Notice that, during the fourth quarter of the financial year 2008-09, JRL
had short deducted/collected tax to the extent of Rs 50 (Rupees Fifty) and was consequently liable to
pay Rs 7,540 (Rupees Seven thousand five hundred and forty) as interest. Although the Notice states
the total interest payable as Rs 7,540 (Rupees Seven thousand five hundred and forty), the details of
calculation of interest state the total interest payable as Rs 7,030 (Rupees Seven thousand and thirty).
JRL was required to appear before the ITO on 13 April 2010 to show cause as to why the same should
not be levied. On 12 April 2010, JRL filed a response with the ITO stating that the interest payable as
per JRL‟s records was Rs 7,357 (Rupees Seven thousand three hundred and fifty seven) and that the
same has been paid. JRL has sought clarification on the difference in the two amounts. The matter is
currently pending with the ITO.
265
GOVERNMENT APPROVALS
We have received the necessary consents, licenses, permissions and approvals from the Government and various
governmental agencies required for our present business and except as mentioned below, and no further
approvals are required for carrying on our present business.
In view of the approvals/licenses listed below, our Company can undertake this Issue and our current business
activities and no further major approvals/licenses from any governmental or regulatory authority or any other
entity are required to undertake the Issue or continue our business activities. Unless otherwise stated, these
approvals are all valid as of the date of this Draft Red Herring Prospectus.
Approvals for the Issue
The following approvals have been obtained or will be obtained in connection with the Issue:
1. The Board of Directors of the Company has, pursuant to resolutions passed at its meetings held on 12
October 2009 authorized the Issue subject to the approval by the shareholders of the Company under
Section 81(1A) of the Companies Act, and such other authorities as may be necessary.
2. The shareholders of the Company have, pursuant to resolutions dated 30 November 2009 under Section
81(1A) of the Companies Act, authorized the Issue.
3. The Board has, pursuant to a resolution dated 1 January 2010 formed a committee of its Directors, referred
to as the IPO Committee, which has been authorized by the Board and authorised by a resolution of the
shareholders dated 30 November 2009 to execute and perform all necessary deeds, documents, assurances,
acts and things in connection with the Issue on behalf of the Board.
4. The IPO Committee had approved and authorized this Draft Red Herring Prospectus pursuant to its
resolution dated [●]. The IPO Committee had approved and authorized this Red Herring Prospectus
pursuant to its resolution dated [●]. The IPO Committee had approved and authorized this Prospectus
pursuant to its resolution dated [●].
5. The Company has obtained in-principle listing approvals dated [●] and [●], from the BSE and the NSE,
respectively.
6. The Company has also obtained necessary contractual approvals required for the Issue.
Approvals for the Business
We require various approvals to carry on our business in India. The approvals that we require include the
following.
Approvals obtained by our Company
Tax Registrations
S. No. No./Description of
Permit/License
Issuing Authority Date of Issue Valid Upto
1. PAN AACCB9831F under
THE Income Tax Act, 1961
Income Tax Department Not Available Valid until cancelled
2. TAN CALB09132E under the
Income Tac Act, 1961
Income Tax Department Not Available Valid until cancelled
3. Service Tax Registration no.
AACCB9831FST001
Office of the Assistant
Commissioner, Service Tax
Commissionerate, Kolkata
11 August 2008 Valid until cancelled
4. Certificate Registration no.
TG769 issued under the
Central Sales Tax
(Regstration and Turnover)
Government of Jharkhand
Commercial Taxes
Department
23 March 2007 Valid until cancelled
266
S. No. No./Description of
Permit/License
Issuing Authority Date of Issue Valid Upto
Rules, 1957
5. Certificate of Registration no.
(TIN - CST) 20812205347
under the Central Sales Tax
Act, 1956
Government of Jharkhand
Commercial Taxes
Department
23 March 2007 Valid until cancelled
6. Certificate of Registration no.
(TIN - CST) 19892511072
under the section 7(1)/7(2) of
the Central Sales Tax Act,
1956
Department of Commercial
Taxes, Government of Uttar
Pradesh
1 April 2005 Valid until cancelled
7. Certificate of Registration no.
(TIN) 09350008623 under
the Uttar Pradesh Value
Added Tax Act, 2007 and
UPVAT Rules, 2007
Department of Commercial
Taxes, Government of Uttar
Pradesh
22 January 2009 Valid until cancelled
8. Certificate of registration no.
19892511072 under the West
Bengal Value Added Tax
Rules, 2005
Sales Tax Officer, Siliguri 1 April 2005 Valid until cancelled
9. Certificate of Registration no.
5325 (SG) under the Central
Sales Tax (Registration and
Turnover) Rules, 1957.
Commercial Tax Officer,
Siliguri
18 October 2000 Valid until cancelled
10.
Certificate of Registration
(TIN) – 10293197002).
Under Section 19 of the Bihar
Value Added Tax Act, 2005
Assistant Commissioner of
Commercial Taxes, Hajipur
14 February
2007
Valid until cancelled
11. Certificate of Registration
(TIN-CST – 10293197196).
Company registered as a
dealer u/s 7(1) & 7(2) of
Central Sales Tax Act, 1956.
Assistant Commissioner of
Commercial Taxes, Hajipur
14 February
2007
Valid until cancelled
Branch License
S. No. No./Description of
Permit/License
Issuing Authority Date of Issue Valid Upto
1. Commercial Licence
Certificate No 01-03-07041 for
General Trading activities
Sharjah Airport International
Free Zone, Government of
Sharjah
5 March 2009 Valid until 4 March
2011
Identificiation Number - Overseas Direct Investment (ODI)
On 20 February 2009, our Company had filed Form ODI through IDBI Bank Ltd. (Authorised Dealer) in
connection with setting up a wholly owned subsidiary (“WOS”) in U.A.E. under the automatic route in terms of
FEMA 120/RB-2004 dated 7 July 2004. Thereafter, the Reserve Bank of India responded vide Letter No.
FE.CO.OID.27683/19.10.166/2008-2009 dated 20 April 2009 allotting an Identification number to the WOS as
CAWAZ20090218 to be used for all correspondence with the Reserve Bank in respect of the WOS.
Labour Registrations
S. No. No./Description of
Permit/License
Issuing Authority Date of Issue Valid Upto
1. Employee Provident Fund
allotment of Code No.
WB/PRB/42274 and
Miscellaneous Provisions Act,
Office of the Regional
Provident Fund
Commissioner, West Bengal
6 March 2007 NA
267
1952
2. Registration no. NF/41-33596-
90/Ins IV under E.S.I. Act,
1948 and Registration of
Employees of the Factories and
Establishments u/s 1(5) of the
Act as amended.
Regional Office of
Employees‟ State Insurance
Corporation, Kolkata
31 October 2007 NA
Quality Certification
S. No. No./Description of
Permit/License
Issuing Authority Date of Issue Valid Upto
1. Certificate No. I/QSC-2444 NS-
EN ISO 9001: 2000/ISO
9001:2000 for civil, mechanical,
electrical engineering jobs and
construction of roads, buildings
and bridges.
Kvalitet Veritas Quality
Assurance
28 July 2008 27 July 2011
Approvals for our business / factory
S. No. No./Description of
Permit/License
Issuing Authority Date of Issue Valid Upto
1. Certificate of Importer-Exporter
Code IEC No. 0207003009
Government of India,
Ministry of Commerce
4 May 2007 NA
2. Certificate of Enrolment No.
ECW/0056367 under the West
Bengal State Tax on Professions,
Trades, Callings and
Employments Act, 1979
Office of the Commissioner
of Professional Tax,
Kolkata, West Bengal
3 May 2007 NA
3. Registration No. Kol/Park/P-
II/42759/07 for registration as a
Commercial Establishment, under
the West Bengal Shops and
Establishments Act, 1963
Office of Registering
Authority, Government of
West Bengal
16 October 2007 Renewal application to
be filed within 3 years
from date of
registration
4. Registration No. IG2591 for
registration under the Uttar
Pradesh Shops and
Establishments Act
Chief Inspector, UP Shops
& Establishments
Department, Ministry of
Labour, Uttar Pradesh
4 June 2010 Valid for 2014-2015
5. Registration-cum-Membership
Certificate no.
PEPC/RCM/PE/203/03/10 of the
Projects Exports Promotion
Council of India
Executive Director, Projects
Exports Promotion Council
of India (Ministry of
Commerce & Industry)
29 March 2010 Valid until 31 March
2010
6. License No. 0041 7104 6832
Certificate of Enlistment, Non
Residential Use (with A.C.
supply), Water Supply & Change
of Firm Name.
Kolkata Municipal
Corporation License
Department
26 March 2010
Last date of
renewal 31
December 2008
NA
7. Certificate of Membership Federation of Indian Micro
and Small & Medium
Enterprises, New Delhi
2010 Valid until 2011
8. License No. R-243896 u/s 177(4)
of the Patna Municipal
Corporation Act for Taxes on
Trades of Professions Callings
and Employments
Patna Municipal
Corporation
30 March 2010
Valid until 2011
9. Letter from Ministry of External Ministry of External Affairs 8 October, 2009 NA
268
S. No. No./Description of
Permit/License
Issuing Authority Date of Issue Valid Upto
Affairs to the Embassy of the Lao
People‟s Democratic Republic,
New Delhi confirming the
appointment of Mr. Mannoj
Kumar Jain as Honorary Consul
of Law PDR in Kolkata
Project related Approval
1. Public Works Department / Mackintosh Burn Limited, Webt Bengal for Widening and strengthening
of Tamluk Contai Road (SH-4) 30th
Kmp. (Bajaberia) to 62nd
Kmp (Contai) under the financial
assistance from Central Road Fund in Medinipur, West Bengal
S. No. No./Description of
Permit/License
Issuing Authority Date of Issue Valid Upto
1. Registration no.
01/08/CL/L/ALC/CONT/DTD
under Contract Labour
(Regulations and Abolition) Act
and West Bengal Rules 1972
Assistant Labour
Commissioner Contai, Purba,
Medinipur
29 May 2008
Renewed on 18
June 2009 upto 31
December 2009
Renewed on 19
March 2010 till 31
December 2010
NA
2. IRCON International Limited, Bihar for improvement / upgradation of existing road of State
Highways into 2 lane roads in the Samastipur district
S. No. No./Description of Permit/License Issuing
Authority
Date of Issue Valid Upto
1. License No. L-171/2007/ALCII under
Contract Labour (Regulations and
Abolition) Act
Regional Labour
Commissioner
(Central), Patna
16 June 2007 Valid upto 15 July 2008.
Renewal pending.
3. IRCON International Limited, Bihar for improvement / upgradation of existing road of State
Highways into 2 lane roads in the Darbhanga District
S.
No.
No./Description of Permit/License Issuing Authority Date of
Issue
Valid Upto
1. License No. L-276/2007/ALCII under
Contract Labour (Regulations and Abolition)
Act
Regional Labour
Commissioner
(Central), Patna
17
December
2007
Valid upto 16 December
2010
2. Application for registration under the
Building and Other Construction Workers
(Regulation of Employment and Conditions
of Service) Act
Assistant Labour
Commissioner,
Building and Other
Construction Works,
Patna
25
November
2009
Registration pending
4. Road Construction Department, Bihar for Improvement of Roads in Motihari & Dhaka Division
S. No. No./Description of Permit/License Issuing Authority Date of Issue Valid Upto
1. Application for registration under the
Building and Other Construction Workers
(Regulation of Employment and
Conditions of Service) Act
Assistant Labour
Commissioner,
Building and Other
Construction
Works, Patna
15 December 2009 Registration pending
2. Application for Licence for 20 workers Licensing Officer, 17 December 2009 Licence pending
269
under the Contract Labour (Regulation
and Abolition) Act, 1970
Regional Labour
Commissioner
(Central), Patna
5. Central Public Works Department, Bihar for Development of State Highways in the State Of
Bihar under (RSVY) Package No. 12B; District(s) East & West Champaran. I) Motihari
Turkaulia Govindganj Road (SH –54)-6.6 KM ii) Bettia –Areraj Road (SH –54)- 35.5 KM and
Central Public Works Department, Bihar for development of State Highways in the State of
Bihar under Rashtriya Sam Vikas Yojna (RSVY); SH:-c/o Bridges, Package No. 08Cb (District-
East/ West Champaran)
S. No. No./Description of Permit/License Issuing Authority Date of Issue Valid Upto
1. Application for Licence for 20 workers
under the Contract Labour (Regulation and
Abolition) Act, 1970
Licensing Officer,
Regional Labour
Commissioner
(Central), Patna
20 November
2009
Licence pending
2. Application for registration under the
Building and Other Construction Workers
(Regulation of Employment and
Conditions of Service) Act
Assistant Labour
Commissioner,
Building and Other
Construction Works,
Patna
17 December
2009
Registration pending
6. Uttar Pradesh Rajkiya Nirman Nigam Limited, Uttar Pradesh for Construction of Medical
College for Ambedkarnagar
S.
No.
No./Description of Permit/License Issuing Authority Date of Issue Valid Upto
1. Application for Registration for
employing contract labour under the
Contract Labour (Regulation and
Abolition) Act, 1970
Labour Officer,
Ambedkarnagar
5 September
2009
Licence pending
7. Westinghouse Saxby Farmer Limited (“Westinghouse”) has from time to time, subcontracted various
work orders to us following other projects which has been assigned to our company:
(a) Westinghouse Saxby Farmer Ltd./ PWD, West Bengal for Widening and Strengthening of Road in
Panskura - Durgachowk Road on SH-4 from 29.90 Km to 62.10 Km in ther Dist of Purba
Midnapur;
(b) Westinghouse Saxby Farmer Ltd./PWD, West Bengal for Widening and strengthening of Road in
Saptagram-Tribeni-Kalna-Katwa Road (SH-6) from 33.88 Km to 83 Km in the dist of Burdwan;
(c) Westinghouse Saxby Farmer Ltd., West Bengal in Panagarh, W.B.; and
(d) Westinghouse Saxby Farmer Ltd., West Bengal for Strenghthening of Kuli Moregram Road 25
Km to 37 Km.
We are in receipt of a letter dated 22 June 2010 from Westinghouse, whereby they have undertaken to
take all necessary approvals and licences in relation to the projects mentioned above.
Intellectual Property Related Approvals
The company had applied for and has procured the following Certificates of Registration under Section 23(2) of
the Trade Marks Act, 1999 read with Rule 62(1) of the Trade Marks Rules:
Our trademark along with the logo has been readvertised in the Trademark Journal No. 1412-0.
S. No. Trade Mark Number Application
Date
Mark Protected Class
1. 1608115 4 October 2007 Logo and “Prominence Through
Excellence”
Class 37
270
S. No. Trade Mark Number Application
Date
Mark Protected Class
2. 1608115 4 October 2007 Logo and “Prominence Through
Excellence”
Class 36
271
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
The Issue of Equity Shares has been authorized by the resolution of the Board of Directors at their meeting held
on 12 October 2009 subject to the approval of the shareholders through a special resolution to be passed
pursuant to Section 81(1A) of the Companies Act. The shareholders have, at the Extra Ordinary General
Meeting of our Company held on 30 November 2009, approved the Issue.
The Bombay Stock Exchange Limited and the National Stock Exchange of India Limited has given in-principle
approval for the Issue on [] and [] respectively. [●] is the Designated Stock Exchange.
Prohibition by SEBI, RBI or Governmental Authorities
Our Company, our Directors, our Promoters, the Promoter Group, or the person(s) in control of the Company
have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or
dealing in securities under any order or direction passed by SEBI or the RBI or any other regulatory or
governmental authority. The listing of any securities of our Company has never been refused at anytime by any
of the stock exchanges in India.
The companies, with which any of the Promoters, Directors or persons in control of the Company are or were
associated as promoters, directors or persons in control, have not been prohibited from accessing or operating in
capital markets under any order or direction passed by SEBI or the RBI or any other regulatory or governmental
authority.
None of the Directors are associated in any manner with any entities, which are engaged in securities market
related business and are registered with the SEBI for the same. Neither our Company, Directors, our Promoters
and the relatives of the Promoters (as defined under the Companies Act), have been identified as wilful
defaulters by RBI / government authorities and there are no violations of securities laws committed by them in
the past or pending against them.
Eligibility for this Issue
Our Company is eligible for the Issue in accordance with Regulation 26(1) of the SEBI Regulations as explained
under, with the eligibility criteria calculated in accordance with unconsolidated financial statements under
Indian GAAP:
Our Company has net tangible assets of at least Rs. 300 lakhs in each of the preceding three full years of
which not more than 50% is held in monetary assets;
Our Company has a track record of distributable profits in accordance with Section 205 of Companies Act,
for at least three of the immediately preceding five years;
Our Company has a net worth of at least Rs. 100 lakhs in each of the three preceding full years;
The aggregate of the proposed Issue size and all previous issues made in the same financial year in terms of
size (i.e. offer through the offer document + firm allotment + promoter‟s contribution through the offer
document) is not expected to exceed five times the pre-Issue net worth of our Company as per the audited
balance sheet of the last financial year;
Our Company has not changed its name in the last fiscal year.
Further, in accordance with Regulation 26(4) of the SEBI ICDR Regulations, we undertake that the number of
Allottees in the Issue shall be least 1,000. Otherwise the entire application money shall be refunded forthwith. In
case of delay, if any, in refund, the Company shall pay interest on the application money at the rate of 15% p.a.
for the period of delay.
272
In terms of the certificate issued by M/s. R. K. Chandak & Co., Chartered Accountants, dated 28 June 2010, our
Company satisfies the aforementioned eligibility criteria as follows. The Company‟s net tangible assets,
monetary assets, net profit and net worth derived from our Audit Report for the last five years ended 31 March
2009 and for the nine months ended 31 December 2009 are set forth below:
(Rs. In Lacs)
31
December
2009
31 March
2009
31 March
2008
31 March
2007
31 March
2006
31 March
2005
Net Tangible Assets
(3) 74,122.59 43,096.40 24,132.49 9,930.44 3,314.14 2,941.27
Monetary Assets (4) 3304.99 2057.42 1823.75 221.76 76.31 83.99
Monetary Assets as a
Percentage of Net
Tangible Assets
4.46 4.77 7.56 2.23 2.30 2.86
Distributable Profits
(1) 4,125.46 3,319.35 1,901.00 943.27 187.93 299.02
Net Worth, as restated
(2) 18,920.74 1,2730.21 4,793.01 2,431.35 1,263.98 849.48
(1) Distributable profits‟ have been defined in terms of Section 205 of the Companies Act
(2) Networth has been defined as the aggregate of equity share capital and reserves, excluding preference
share redemption reserve and miscellaneous expenditure, if any.
(3) Net tangible assets means the sum of all new assets of the Company excluding intangible assets as defined
in Accounting Standard 26 issued by Institute of Chartered Accountants of India.
(4) Monetary assets comprise of cash and bank balances and public deposit accounts with the Government.
Compliance with Part A of Schedule VIII of the ICDR Regulations
Our Company is in compliance with the provisions specified in Part A of Schedule VIII of the ICDR
Regulations.
DISCLAIMER CLAUSE OF SEBI
AS REQUIRED, A COPY OF THE DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED
TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRFAT RED
HERRING PROSPECTUS TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED
THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGER HAS CERTIFIED THAT THE
DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TIME BEING. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY
UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE
CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE
OFFER DOCUMENT, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE
DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, IDBI CAPS, SBI CAPS AND
KEYNOTE HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED [•] WHICH
READS AS FOLLOWS:
“WE, THE BOOK RUNNING LEAD MANAGER TO THE ABOVE MENTIONED FORTHCOMING
ISSUE, STATE AND CONFIRM AS FOLLOWS:
A. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO
LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH
273
COLLABORATORS, ETC. AND OTHER MATERIAL IN CONNECTION WITH THE
FINALISATION OF THE RED HERRING PROSPECTUS PERTAINING TO THE ISSUE.
B. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY,
ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT
VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE OFFER,
PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS OF THE
DOCUMENTS, AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM
THAT:
a. THE DRAFT RED HERRING PROSPECTUS FILED WITH THE BOARD IS IN
CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO
THE ISSUE;
b. ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE ISSUE AS ALSO THE
REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC., FRAMED/ISSUED BY SEBI, THE
GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE
BEEN DULY COMPLIED WITH; AND
c. THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE,
FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED
DECISION AS TO THE INVESTMENT IN THE ISSUE AND SUCH DISCLOSURES ARE IN
ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 AND OTHER APPLICABLE
LEGAL REQUIREMENTS.
C. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE
DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILL
DATE SUCH REGISTRATIONS ARE VALID.
D. WHEN UNDERWRITTEN WE SHALL SATISFY OURSELVES ABOUT THE WORTH OF THE
UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS.
E. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FOR
INCLUSION OF THEIR EQUITY SHARES AS PART OF PROMOTER‟S CONTRIBUTION
SUBJECT TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO FORM PART OF
PROMOTER‟S CONTRIBUTION SUBJECT TO LOCK-IN, WILL NOT BE DISPOSED/ SOLD/
TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE
OF FILING THE DRAFT RED HERRING PROSPECTUS WITH THE BOARD TILL THE DATE
OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING
PROSPECTUS.
F. WE CERTIFY THAT REGULATION 33 OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2009, WHICH RELATES TO SECURITIES INELIGIBLE
FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED
WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE CLAUSE HAVE
BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS.
G. WE UNDERTAKE THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C) AND
(D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2009 SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS
HAVE BEEN MADE TO ENSURE THAT PROMOTERS‟ CONTRIBUTION AND
SUBSCRIPTION FROM ALL FIRM ALLOTTEES WOULD BE RECEIVED AT LEAST ONE
DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS‟
CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE BOARD. WE
FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT
PROMOTERS‟ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A
274
SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE COMPANY
ALONG WITH THE PROCEEDS OF THE ISSUE. – NOT APPLICABLE
H. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE COMPANY FOR WHICH THE
FUNDS ARE BEING RAISED IN THE ISSUE FALL WITHIN THE „MAIN OBJECTS‟ LISTED IN
THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE ISSUER AND
THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN
TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.
I. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT
THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK
ACCOUNT AS PER THE PROVISIONS OF SECTION 73(3) OF THE COMPANIES ACT, 1956
AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER
PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE
PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO
BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS
THIS CONDITION TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS
CONDITION. – NOTED FOR COMPLIANCE
J. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING
PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE EQUITY
SHARES IN DEMAT OR PHYSICAL MODE. – NOT APPLICABLE
K. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2009, AS AMENDED HAVE BEEN MADE IN ADDITION
TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE
INVESTOR TO MAKE A WELL INFORMED DECISION.
L. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT
RED HERRING PROSPECTUS:
a. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME THERE SHALL BE
ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE COMPANY, AND
b. AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH
DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO
TIME.
M. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO
ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE
MAKING THE ISSUE.
N. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN
EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR
THE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK
FACTORS, PROMOTER‟S EXPERIENCE, ETC.
O. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH
THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009,
CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS
OF COMPLIANCE, PAGE NUMBER OF THE DRAFT RED HERRING PROSPECTUS WHERE
THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.”
The filing of the Draft Red Herring Prospectus does not, however, absolve the Company from any
liabilities under Section 63 or 68 of the Companies Act, 1956 or from the requirement of obtaining such
statutory or other clearances as may be required for the purpose of the proposed Issue. SEBI further
275
reserves the right to take up, at any point of time, with the Book Running Lead Manager any
irregularities or lapses in the Draft Red Herring Prospectus.
All legal requirements pertaining to the issue will be complied with at the time of filing of the Red
Herring Prospectus with the Registrar of Companies, Mumbai, in terms of Section 56, Section 60 and
Section 60B of the Companies Act.
DISCLAIMER STATEMENT FROM OUR COMPANY AND THE BOOK RUNNING LEAD
MANAGER
The Company, the Directors and the Book Running Lead Manager accepts no responsibility for statements
made otherwise than in this Draft Red Herring Prospectus or in the advertisement or any other material issued
by or at the instance of the Company and that anyone placing reliance on any other source of information,
including the Company‟s website www.jaingroup.co.in or the website of our Subsidiary or the website of our
Promoter, any Group Entity, any member of the Jain Group or any other affiliate of our Company would be
doing so at his or her own risk.
Caution
The BRLMs accepts no responsibility, save to the limited extent as provided in the Engagement Letter entered
into between the BRLMs and our Company and the Underwriting Agreement to be entered into between the
Underwriters and our Company.
All information shall be made available by the Company and the BRLMs to the public and investors at large and
no selective or additional information would be available for a section of the investors in any manner
whatsoever including at road show presentations, in research or sales reports, at bidding centers or elsewhere.
Neither the Company, its Directors and officers, nor any member of the Syndicate are liable for any failure in
downloading the Bids due to faults in any software/hardware system or otherwise.
Investors that Bid in the Issue will be required to confirm and will be deemed to have represented to our
Company and the Underwriters and their respective directors, officers, agents, affiliates and representatives that
they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares
and will not offer, sell, pledge or transfer the Equity Shares to any person who is not eligible under applicable
laws, rules, regulations, guidelines and approvals to acquire Equity Shares. The Company and the Underwriters
and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability
for advising any investor on whether such investor is eligible to acquire Equity Shares of the Company.
The BRLMs and their respective associates and affiliates may engage in transactions with, and perform services
for, our Company, affiliates or associates or third parties in the ordinary course of business and have engaged, or
may in future engage, in investment banking transactions with our Company, affiliates or associates or third
parties, for which they have received, and may in future receive, compensation.
Disclaimer in respect of jurisdiction
This Issue is made in India to persons resident in India (including Indian nationals resident in India who are
majors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and
authorized to invest in equity shares, Indian Mutual Funds registered with the SEBI, Indian financial
institutions, commercial banks and regional rural banks, co-operative banks (subject to RBI permission), trusts
(registered under Societies Registration Act, 1860, or any other trust law and are authorized under their
constitution to hold and invest in equity shares) and to Eligible NRIs and FIIs as defined under the Indian Laws
and other eligible foreign investors (i.e., FVCIs, multilateral and bilateral development financial institutions).
This Draft Red Herring Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to
equity shares issued hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or
invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is
required to inform himself or herself about and to observe any such restrictions.
Any disputes arising out of this Issue will be subject to the jurisdiction of courts in Kolkata, India only. No
action has been or will be taken to permit a public offering in any jurisdiction where action would be required
for that purpose, except that the Draft Red Herring Prospectus has been submitted to the SEBI for its
276
observations. Accordingly, the Equity Shares, represented thereby may not be offered or sold, directly or
indirectly, and this Draft Red Herring Prospectus may not be distributed in any jurisdiction, except in
accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red
Herring Prospectus nor any sale hereunder shall, under any circumstances create any implication that there has
been no change in the affairs of the Company since the date hereof or that the information contained herein is
correct as of any time subsequent to this date.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, (the
“Securities Act”) or any state securities laws in the United States and may not be offered or sold within
the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under
the Securities Act). Accordingly, the Equity Shares will be offered and sold only outside the United States
in compliance with Regulation S of the Securities Act and the applicable laws of the jurisdiction where
those offers and sales occur.
Disclaimer Clause of the Bombay Stock Exchange Limited (BSE)
As required, a copy of the Draft Red Herring Prospectus has been submitted to BSE. The BSE has given vide its
letter dated [•], permission to the Company‟s to use the Exchange‟s name in the Draft Red Herring Prospectus as
one of the stock exchange on which this Company‟s securities are proposed to be listed. The BSE has
scrutinized the Draft Red Herring Prospectus for its limited internal purpose of deciding on the matter of
granting the aforesaid permission to this Company. BSE does not in any manner:
i. warrant, certify or endorse the correctness or completeness of any of the contents of the Draft Red
Herring Prospectus; or
ii. warrant that this Company‟s securities will be listed or will continue to be listed on the BSE; or
iii. take any responsibility for the financial or other soundness of this Company, its Promoters, its
management or any scheme or project of this Company;
and it should not for any reason be deemed or construed that the Draft Red Herring Prospectus has been cleared
or approved by the BSE. Every person who desires to apply for or otherwise acquires any securities of this
Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim
against BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in
connection with such subscription / acquisition whether by reason of anything stated or omitted to be stated
herein or any other reason whatsoever.
Disclaimer Clause of the National Stock Exchange of India Limited (NSE)
As required, a copy of the Draft Red Herring Prospectus has been submitted to NSE. NSE has given vide its
letter dated [•] permission to the Issuer to use NSE‟s name in the Draft Red Herring Prospectus as one of the
stock exchanges on which the Company‟s securities are proposed to be listed. The NSE has scrutinized the Draft
Red Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid
permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not
in any way be deemed or construed that the Draft Red Herring Prospectus has been cleared or approved by NSE
nor does not it in any manner warrant, certify or endorse the correctness or completeness of any of the contents
of the Draft Red Herring Prospectus; nor does it warrant that this Issuer‟s securities will be listed or will
continue to be listed on the NSE; nor does it take any responsibility for the financial or other soundness of this
Issuer, its Promoters, its management or any scheme or project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of the Company may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the NSE whatsoever by
reason of any loss which may be suffered by such person consequent to or in connection with such subscription /
acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.
Filing
A copy of the Draft Red Herring Prospectus has been filed with SEBI at Corporation Finance Department, Plot
No. C4-A, G Block, Bandra Kurla Complex, Bandra East, Mumbai – 400 051.
277
A copy of the Draft Red Herring Prospectus, along with documents to be filed under Section 60 of the Act,
would be delivered for registration to the Registrar of Companies located at Nizam Palace, 2nd MSO Building,
3rd Floor, 234/4 A.J.C.Bose Road, Kolkata - 700 020.
Listing
The Equity Shares issued though this Draft Red Herring Prospectus are proposed to be listed on the BSE and the
NSE. Initial listing applications have been made to the BSE and the NSE for permission to list the Equity Shares
and for an official quotation of the Equity Shares of the Company. The [•] shall be the Designated Stock
Exchange. In case the permission for listing of the Equity Shares is not granted by any of the above mentioned
Stock Exchanges, the Company shall forthwith repay, without interest, all moneys received from the applicants
in pursuance of the Red Herring Prospectus. If such money is not repaid within 8 days after the day from which
the Issuer becomes liable to repay it or within 70 days from the Bid/ Issue Closing Date, whichever is earlier,
then the Company and every director of the Company who is an officer in default shall, on and from expiry of 8
days, be jointly and severally liable to repay that money with interest, at 15% per annum on the application
monies as prescribed under Section 73 of the Companies Act.
Our Company with the assistance of the Book Running Lead Managers shall ensure that all steps for the
completion of the necessary formalities for listing and commencement of trading at the Stock Exchanges
mentioned above are taken within 12 Working Days of finalisation of basis of Allotment for the Issue.
Consents
The written consents of the Promoters, the Directors, the Company Secretary and Compliance Officer, the
Auditor, the legal advisors, the Book Running Lead Manager, the Syndicate Member, the Registrar to the Issue,
the Underwriter and the Bankers to the Company to act in their respective capacities, have been obtained and
will be filed along with a copy of the Red Herring Prospectus with RoC and have agreed that such consents have
not been withdrawn up to the time of delivery of the Prospectus for registration, is as required under Section 60
and 60B of the Companies Act.
M/s. R. K. Chandak & Co., Chartered Accountants, our statutory Auditors have given their written consent to
the inclusion of their report in the form and context in which it appears in this Draft Red Herring Prospectus and
such consent and report will not been withdrawn up to the time of delivery of the Prospectus for registration to
the Registrar of Companies.
M/s. R. K. Chandak & Co., Chartered Accountants have given their written consent to the statement of tax
benefits accruing to our Company and its members in the form and context in which it appears in this Draft Red
Herring Prospectus and will not withdrawn such consent up to the time of delivery of the Prospectus for
registration with the Registrar of Companies.
[•], the IPO Grading Agency engaged by us for the purpose of IPO Grading have given their consent as experts,
pursuant to their letter dated [•] for the inclusion of their report in the form and content in which it will appear
in the Red Herring Prospectus.
Expert Opinion
Except the report of [•] in respect of the IPO grading of this Issue annexed herewith, the Company has not
obtained any expert opinions.
Expenses of the Issue
The total expenses of the Issue are estimated to be approximately Rs. [●] Lacs. The expenses of the Issue
payable by our Company includes, among others, brokerage, fees payable to the Book Running Lead Manager
to the Issue and Registrar to the Issue, legal fees, stamp duty, printing and distribution expenses and listing fees
and other miscellaneous expenses estimated as follows:
Particulars Amounts* As percentage
of total expenses
As a percentage
of Issue size
Lead management fees (including, underwriting
278
commission, brokerage and selling commission)
Registrar to the Issue
Advisors
Bankers to the Issue
Others:
- Printing and stationery
- Listing fees
- Advertising and marketing expenses
- IPO Grading Fees
- Others
Total estimated Issue expenses
*Would be incorporated post finalization of Issue Price
Fees payable to the BRLMs and the Syndicate Members
The total fees, brokerage and selling commissions payable to the BRLMs and the Syndicate Members (including
underwriting commission and selling commission) will be as per their respective engagement letters issued by
our Company, copies of which are available for inspection at our Registered Office.
Fees payable to the Registrar to the Issue
The total fees payable to the Registrar to the Issue for processing of application, data entry, printing of
CAN/refund order, preparation of refund data on magnetic tape, printing of bulk mailing register will be as per
the Memorandum of Understanding signed with between the Company and the Registrar to the Issue, a copy of
which is available for inspection at our Registered Office.
The Registrar to the Issue will also be reimbursed with all relevant out-of-pocket expenses such as cost of
stationery, postage, stamp duty, communication expenses. Adequate funds will be provided to the Registrar to
the Issue to enable them to make refunds to unsuccessful applicants.
Previous public or rights issues
Our Company has not made any public or rights issue since its inception.
Previous issue of shares otherwise than for cash
Please refer to the section titled „Capital Structure‟ and „History and Corporate Matters‟ beginning on pages 23
and 101 respective of this Draft Red Herring Prospectus for details of shares issued otherwise than for cash.
Underwriting commission, brokerage and selling commission on Previous Issues
Since this is the initial public offer of the Company, no sum has been paid or has been payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of our Equity Shares since
our inception.
Outstanding debentures or bond issues
As on the date of filing this Draft Red Herring Prospectus, our Company does not have any outstanding
debentures or has made any bond issue.
Outstanding Preference Shares
As on the date of filing this Draft Red Herring Prospectus, our Company does not have any outstanding
preference shares.
Particulars in regard to the Company and other listed companies under the same management within the
meaning of Section 370(1) (b) of the Companies Act which made any capital issue during the last three
years
279
There are no listed companies under the same management within the meaning of Section 370(1)(b) of the
Companies Act that made any capital issue during the last three years.
Partly Paid-Up Shares
There are no partly paid-up Equity Shares of our Company.
Promises v. Performance
Our Company has not made any public or rights issue since its inception. None of our Group Companies,
associates and subsidiaries of the Company have made any public issue since their respective dates of inception.
Option to Subscribe
Equity Shares being offered through the Red Herring Prospectus can be applied for in dematerialized form only.
Stock Market Data
This being the first public issue of the Equity Shares of our Company, the Equity Shares of our Company are not
listed on any stock exchange and hence no stock market data is available.
Disclosure on Investor Grievances and Redressal System
The MoU between the Registrar to the Issue and our Company entered on 3 May 2010 provides for retention of
records with the Registrar to this Issue for a period of at least three years from the last date of dispatch of the
letters of allotment, demat credit and making refunds as per the modes disclosed to enable the investors to
approach the Registrar to this Issue for redressal of their grievances.
All grievances relating to this Issue may be addressed to the Registrar to the Issue, giving full details such as
name, address of the applicant, application number, number of Equity Shares applied for, amount paid on
application, DP ID and the name of the Depository Participant and the bank branch or collection center where
the application was submitted.
All grievances relating to the ASBA process may be addressed to the SCSB, giving full details such as name,
address of the applicant, application number, number of Equity Shares applied for, amount paid on application
and the Designated Branch of the SCSB where the ASBA BCAF was submitted by the ASBA Bidders.
We estimate that the average time required by us or the Registrar to the Issue for the redressal of routine
investor grievances will be ten business days from the date of receipt of the complaint. In case of non-routine
complaints and complaints where external agencies are involved, we will seek to redress these complaints as
expeditiously as possible. The Company has also constituted an Investors‟ Grievance Committee to review and
redress the shareholders and investor grievances such as transfer of Equity Shares, non-recovery of balance
payments, declared dividends, approve subdivision, consolidation, transfer and issue of duplicate shares.
Our Company has appointed Mr. Sumit Surana, Company Secretary as the Compliance Officer and he may be
contacted at [email protected], Tel: +91 33 4002 7777, Fax: +91 33 4002 7744, Email:
[email protected] for redressal of any complaints.
Changes in the Auditors during last three years and reasons thereof
There has been no change in our auditors in the last 3 years.
Capitalisation of reserves or profits during the last five years
Our Company has not issued bonus to the existing shareholders of the Company.
Revaluation of assets during the last five years
Our Company has not revalued its assets since inception.
280
SECTION VII : ISSUE INFORMATION
TERMS OF THE ISSUE
The Equity Shares being offered are subject to the provisions of the Companies Act, the Memorandum and
Articles of Association of the Company, conditions of RBI approval, if any, the terms of the Red Herring
Prospectus and Prospectus, Bid cum Application Form, ASBA BCAF, the Revision Form, ASBA Revision
Form, the CAN and other terms and conditions as may be incorporated in the Allotment Advice, and other
documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to
laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing and trading
of securities issued from time to time by SEBI, Government of India, Stock Exchanges, RBI, RoC and / or other
authorities, as in force on the date of the Issue and to the extent applicable.
Ranking of Equity Shares
The Equity Shares being offered shall be subject to the provisions of the Memorandum and Articles of
Association and shall rank pari passu in all respects with the existing Equity Shares of the Company including
in respect of the rights to receive dividends. The Allotees in receipt of Allotment of Equity Shares under this
Issue will be entitled to
dividends and other corporate benefits, if any, declared by our Company after the date of Allotment. For further
details, please see “Main Provisions of the Articles of Association” beginning on page 320 of this Red Herring
Prospectus.
Mode of payment of dividend
We shall pay dividend to our shareholders as per the provisions of the Companies Act.
Face Value and Issue Price
The Equity Shares with a face value of Rs.10 each are being offered in terms of this Red Herring Prospectus at a
price of Rs. [●] per Equity Share. The Anchor Investor Issue Price is [•]
Compliance with SEBI Regulations
The Company, to the extent applicable, shall comply with all disclosure and accounting norms as specified by
SEBI from time to time.
Rights of the Equity Shareholder
Subject to applicable laws, the equity shareholders shall have the following rights:
Right to receive dividend, if declared;
Right to attend general meetings and exercise voting powers, unless prohibited by law;
Right to vote on a poll either in person or by proxy;
Right to receive offers for rights shares and be allotted bonus shares, if announced;
Right to receive surplus on liquidation subject to any statutory and other preferential claims being
satisfied;
Right of free transferability; and
Such other rights, as may be available to a shareholder of a listed public company under the Companies
Act the terms of the listing agreements executed with the Stock Exchanges, and the Memorandum and
Articles of Association of the Company.
281
For a detailed description of the main provisions of the Articles of Association such as those dealing with voting
rights, dividend, forfeiture and lien, transfer and transmission and / or consolidation / splitting, please refer to
the section titled “Main provision of the Articles of Association of the Company” beginning on page 320 of this
Draft Red Herring Prospectus.
Market Lot
Under Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialized form. In
terms of existing SEBI ICDR Regulations, the trading in the Equity Shares shall only be in dematerialized form
for all investors. Since trading of the Equity Shares is in dematerialized mode, the tradable lot is one Equity
Share. Allocation and allotment of Equity Shares through this Issue will be done only in electronic form, in
multiple of one Equity Share, subject to a minimum allotment of [•] Equity Shares. For details of allocation and
allotment, please refer to the section titled “Issue Procedure” beginning on page 288 of this Draft Red Herring
Prospectus.
Jurisdiction
Exclusive jurisdiction for the purpose of this Issue is with competent courts / authorities in Mumbai,
Maharashtra, India.
Nomination Facility to the Investor
In accordance with Section 109A of the Companies Act, the sole or first bidder, along with other joint bidder,
may nominate any one person in whom, in the event of the death of sole bidder or in case of joint bidders, death
of all the bidders, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee,
entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section
109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she
were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a
nomination to appoint, in the prescribed manner, any person to become entitled to equity share(s) in the event of
his or her death during the minority. A nomination shall stand rescinded upon a sale/ transfer/ alienation of
equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner
prescribed. Fresh nomination can be made only on the prescribed form available on request at the Company‟s
Registered / Corporate Office or to our Registrar and Transfer Agents.
In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the
provisions of Section 109A of the Companies Act, shall upon the production of such evidence as may be
required by the Board, elect either:
1. to register himself or herself as the holder of the Equity Shares; or
2. to make such allotment of the Equity Shares, as the deceased holder could have made.
Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself
or herself or to allot the Equity Shares, and if the notice is not complied with within a period of ninety days, the
Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the
Equity Shares, until the requirements of the notice have been complied with.
Since the allotment of Equity Shares in the Issue will be made only in dematerialized mode, there is no
need to make a separate nomination with us. Nominations registered with respective depository
participant of the applicant would prevail. If the investors require changing the nomination, they are
requested to inform their respective depository participant.
Minimum Subscription
If we do not receive the minimum subscription of 90% of the Issue including devolvement of Underwriters
within 60 days from the date of closure of the Issue, the Company shall forthwith refund the entire subscription
amount received. If there is a delay beyond 8 days after the Company becomes liable to pay the amount, the
Company shall pay interest as prescribed under Section 73 of the Companies Act.
Further, in accordance with Clause 26(4) of the SEBI ICDR Regulations, our Company shall ensure that the
282
number of prospective allottees to whom the Equity Shares will be Allotted will be not less than 1,000.
Arrangement for disposal of odd lot
The Equity Shares will be traded in dematerialized form only and therefore the marketable lot is one (1) Equity
Share. Hence, there is no possibility of any odd lots.
Restriction on transfer of Equity Shares
Except for lock-in as detailed in “Capital Structure – Promoters Contribution and Lock-in” beginning on page
23 of this Red Herring Prospectus, and except as provided in the Articles of Association, there are no
restrictions on transfers of Equity Shares. Anchor Investors, if any shall be locked in for a period of 1 month
from the date of its Allotment. There are no restrictions on transfers of debentures except as provided in the
Articles of Association. There are no restrictions on transmission of Equity Shares and on their consolidation/
splitting except as provided in the Articles of Association. Please see “Main Provisions of the Articles of
Association” beginning on page 320 of this Red Herring Prospectus
283
ISSUE STRUCTURE
Public Issue of [•] Equity Shares of face value of Rs. 10 each for cash at a price of Rs. [•] per Equity Share
(including share premium of Rs. [•] per Equity Share) aggregating Rs. [•] lacs, comprising of an Issue of [•]
Equity Shares (hereinafter referred to as the “Issue”).
The Issue will constitute [•] % of the total post issue paid-up equity capital of the Company. The Issue is being
made through the 100% Book Building Process:
Particulars Qualified Institutional
Bidders#
Non-Institutional
Bidders
Retail Individual
Bidders
Number of Equity
Shares*
Not more than [•] Equity
Shares or Issue less
allocation to Non-
Institutional Bidders and
Retail Individual Bidders
Not less than [•] Equity
Shares shall be available
for allocation
Not less than [•] Equity
Shares shall be available
for allocation
Percentage of the Issue
Size available for
allocation
Not more than 50% (of
which 5% (excluding
Anchor Investor Portion)
shall be reserved for
Mutual Funds) of the
Issue less allocation to
Non- Institutional
Bidders and Retail
Individual Bidders
Not less than 15% of the
Issue or the Issue less
allocation to QIB Bidders
and Retail Individual
Bidders
Not less than 35% of
the Issue or the Issue
less allocation to QIB
Bidders and Non-
Institutional Bidders
Basis of allocation, if
respective category is
oversubscribed
Proportionate (except for
Anchor Investors) as
follows:
(a) [•] Equity Shares,
constituting 5% of the
QIB portion, shall be
available for allocation on
a proportionate basis to
Mutual Funds;
(b) [•] Equity Shares shall
be allotted on a
proportionate basis to all
QIBs including Mutual
Funds receiving
Proportionate Proportionate
284
Particulars Qualified Institutional
Bidders#
Non-Institutional
Bidders
Retail Individual
Bidders
allocation as per (a)
above
Minimum Bid Such number of Equity
Shares that the Bid
Amount exceeds Rs.
1,00,000
Such number of Equity
Shares that the Bid
Amount exceeds Rs.
1,00,000
[•] Equity Shares
Maximum Bid Not exceeding the size of
the Issue subject to
regulations as applicable
to the Bidder
Not exceeding the size of
the Issue
Such number of Equity
Shares so as to ensure
that the Bid Amount does
not exceed Rs. 100,000
Mode of Allotment Compulsorily in
dematerialized form
Compulsorily in
dematerialized form
Compulsorily in
dematerialised form
Bid Lot [•] Equity Shares and in
multiples of [•] Equity
Shares.
[•] Equity Shares and in
multiples of [•] Equity
Shares.
[•] Equity Shares and in
multiples of [•] Equity
Shares.
Allotment Lot [●] Equity Shares and in
multiples of 1
Equity Share thereafter.
[●] Equity Shares and in
multiples of 1 Equity
Share
thereafter
[●] Equity Shares
and in multiples of 1
Equity Share
thereafter.
Trading Lot One Equity Share One Equity Share One Equity Share
Who can Apply ** Public financial
institutions as defined in
Section 4A of the
Companies Act, FIIs and
Sub-Accounts (other than
Sub- Accounts which are
foreign corporates or
foreign individuals),
VCFs, FVCIs, Mutual
Funds, multilateral
and bilateral financial
institutions, scheduled
commercial banks, state
industrial development
corporations, insurance
companies registered
with the IRDA, provident
Resident Indian
individuals, HUF (in the
name of Karta),
companies, corporate
bodies, scientific
institutions, societies,
trusts and
eligible/permitted Sub-
Accounts which are
foreign corporates or
foreign individuals.
Individuals (including
NRIs and HUFs in the
name of karta)
285
Particulars Qualified Institutional
Bidders#
Non-Institutional
Bidders
Retail Individual
Bidders
funds and pension funds
with a minimum corpus
of Rs. 250 million, the
NIF and insurance funds
set up and managed by
army, navy or air force of
the Union of India,
eligible for bidding in this
Issue.
Terms of Payment Full Bid Amount on
bidding##
Full Bid Amount on
bidding##
Full Bid Amount on
bidding##
# The Company may allocate up to 30% of the QIB Portion to Anchor Investors on a discretionary basis.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the price at which allocation is being
done to Anchor Investors. For further details, please see “Issue Procedure” beginning on page 288 of
this Red Herring Prospectus.
## In case of ASBA Bidders, the SCSB shall be authorised to block such funds in the bank account of the ASBA
Bidders that are specified in the ASBA BCAF
*Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in QIBs, Non-
Institutional and Retail Individual categories would be allowed to be met with spillover inter-se from
any other categories, at the sole discretion of our Company, BRLMs and subject to applicable
provisions of SEBI Regulations.
** In case the Bid Cum Application Form is submitted in joint names, the investors should ensure that the demat
account is also held in the same joint names and in the same sequence in which they appear in the Bid
Cum Application Form.
The number of prospective Allottees of Equity Shares in this Issue shall not be less than 1,000.
286
Withdrawal of the Issue
The Company, in consultation with the BRLM, reserves the right not to proceed with the Issue at any time after
the Bid/Issue Opening Date but before the Allotment, without assigning any reason thereof. In such an event the
Company shall issue a public notice in the newspapers, in which the pre-Issue advertisements were published,
within two days of the Bid/ Issue Closing Date, providing reasons for not proceeding with the Issue. The
Company shall also inform the same to stock exchanges on which the Equity Shares are proposed to be listed. In
the event that the Company decides not to proceed with the Issue after Bid/ Issue Closing Date and thereafter
determines that it will proceed with an initial public offering of its Equity Shares, the Company shall file a fresh
draft red herring prospectus with SEBI.
Bidding Period/Issue Period
BID/ISSUE OPENS ON [●]*
BID/ISSUE CLOSES ON [●]**
*Our Company may consider participation by Anchor Investors in terms of the SEBI ICDR Regulations. The Anchor
Investor Bid/Issue Period shall be one day prior to the Bid/ Issue Opening Date.
**Our Company may consider closing the Bidding by QIB Bidders 1 Working Day prior to the Bid/Issue Closing Date
subject to the Bid/Issue period being for a minimum of 3 Working Days.
Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time)
during the Bid/Issue Period as mentioned above at the bidding centers mentioned on the Bid cum Application
Form or, in case of Bids submitted through ASBA, the Designated Branches of the SCSBs except that on the
Bid/Issue Closing Date, Bids (excluding the ASBA Bidders) shall be accepted only between 10.00 a.m. and 3
p.m. (Indian Standard Time) and uploaded until (i) 4.00 p.m. in case of Bids by QIB Bidders, Non-Institutional
Bidders where the Bid Amount is in excess of Rs. 1,00,000 and (ii) 5.00 p.m. in case of Bids by Retail
Individual Investors which may be extended to such time as may be permitted by BSE and NSE. Due to
limitation of the time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders are advised to
submit their Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than 3.00 p.m. (Indian
Standard Time) on the Bid/Issue Closing Date. Bidders are requested to note that due to clustering of last day
applications, as is typically experienced in public offerings, some Bids may not get uploaded on the last date.
Such Bids that cannot be uploaded will not be considered for allocation under the Issue. Bids not uploaded in
the book would be rejected. If such Bids are not uploaded, the Issuer, BRLM, Syndicate Member and the SCSBs
will not be responsible. Bids will be accepted only on Business Days. Bids by ASBA Bidders shall be uploaded
by the SCSB in the electronic system to be provided by the NSE and the BSE.
On the Bid/Issue Closing Date, extension of time may be granted by the Stock Exchanges only for uploading the
Bids received by Retail Individual Bidders after taking into account the total number of Bids received up to the
closure of timings for acceptance of Bid cum Application Forms and ASBA BCAF as stated herein and reported
by the BRLMs to the Stock Exchange within half an hour of such closure. In case of discrepancy in the data
entered in the electronic book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the
287
details as per physical application form of that Bidder may be taken as the final data for the purpose of
allotment.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or
electronic Bid cum Application Form, for a particular ASBA Bidders, the Registrar to the Issue shall ask for
rectified data from the SCSB.
In case of revision in the Price Band, the Bidding Period shall be extended for three additional Working Days
after such revision, subject to the Bidding Period not exceeding 10 Working Days. Any revision in the Price
Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Stock
Exchanges, by issuing a press release and also by indicating the change on the websites of the BRLMs and the
terminals of the other members of the Syndicate.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or
electronic Bid cum Application Form, for a particular ASBA Bidders, the Registrar to the Issue shall ask for
rectified data from the SCSB.
In case of revision in the Price Band, the Bidding Period shall be extended for three additional Working Days
after such revision, subject to the Bidding Period not exceeding 10 Working Days. Any revision in the Price
Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Stock
Exchanges, by issuing a press release and also by indicating the change on the websites of the BRLMs and the
terminals of the other members of the Syndicate.
288
ISSUE PROCEDURE
This section applies to all Bidders. Please note that all Bidders can participate in the Issue through the ASBA
process. ASBA Bidders should note that the ASBA process involves application procedures that are different
from the procedure applicable to Bidders other than the ASBA Bidders. Bidders applying through the ASBA
process should carefully read the provisions applicable to such applications before making their application
through the ASBA process. Please note that all Bidders (other than ASBA Bidders) are required to make
payment of the full Bid Amount with the Bid cum Application Form. In case of ASBA Bidders, an amount
equivalent to the full Bid Amount will be blocked by the SCSB.
It may be noted that pursuant to the SEBI Circular (no. CIR/CFD/DIL/2/2010) dated April 06, 2010 SEBI has
decided to extend the ASBA facility to QIBs in all public issues opening on or after May 1, 2010.
Book Building Process
The Issue is being made through the 100% Book Building Process wherein not more than 50% of the Issue shall
be available for allocation to Qualified Institutional Buyers on a proportionate basis out of which (excluding
Anchor Investor Portion), 5% shall be available for allocation on a proportionate basis to Mutual Funds only.
Upto 30% of the QIB Portion shall be available for allocation to Anchor Investors and one-third of the Anchor
Investor Portion shall be available for allocation to domestic Mutual Funds. The remainder shall be available for
allotment on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them at
or above the Issue Price. Further, not less than 15% of the Issue would be available for allocation to Non-
Institutional Bidders and not less than 35% of the Issue would be available for allocation to Retail Individual
Bidders on a proportionate basis, subject to valid bids being received from them at or above the Issue Price.
Allocation to Anchor Investors shall be on a discretionary basis and not on a proportionate basis.
All Bidders other than ASBA Bidders are required to submit their Bids through the Syndicate. ASBA Bidders
are required to submit their Bids to the SCSBs. Bids by QIBs will only have to be submitted to through the
BRLMs or its affiliates. Investors should note that the Equity Shares will be Allotted to all successful Bidders
only in dematerialised form.
The Bid cum Application Forms which do not have the details of the Bidders‟ depository account shall be
treated as incomplete and rejected. Bidders will not have the option of being Allotted Equity Shares in physical
form. The Equity Shares on Allotment shall be traded only in the dematerialised segment of the Stock
Exchanges.
Further, pursuant to the notification (no. LAD-NRO/GN/2010-11/03/1104) dated April 13, 2010, SEBI has
provided that Anchor Investors shall pay, on application, the same margin amount, as is payable by other
Bidders, and the balance, if any, within two days of the Bid/Issue Closing Date.
Bid cum Application Form
Bidders shall only use the Bid cum Application Form bearing the stamp of a Syndicate Member for making a
Bid in terms of this Draft Red Herring Prospectus. The Bidder shall have the option to make a maximum of
three Bids in the Bid cum Application Form and such options shall not be considered as multiple Bids. Upon the
allocation of Equity Shares, dispatch of the CAN and filing of the Prospectus with the RoC, the Bid cum
Application Form shall be considered as the Application Form. Upon completion and submission the Bid cum
Application Form to a Syndicate Member, the Bidder is deemed to have authorized us to make the necessary
changes in this Draft Red Herring Prospectus and the Bid cum Application Form as would be required for filing
the Prospectus with the RoC and as would be required by the RoC after such filing, without prior or subsequent
notice of such changes to the Bidder.
Note: Please provide your bank account details in the space provided in the application form and applications
that do not contain such details shall be rejected.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum
Application Form
289
Resident Indians and Eligible NRIs applying on a non-repatriation basis
Eligible NRIs, FIIs or Foreign Venture Capital Funds, registered Multilateral
and Bilateral Development Financial Institutions applying on a repatriation basis
ASBA Bidders
Resident ASBA Bidders
Non-resident ASBA Bidders
Anchor Investors*
* Bid cum Application forms for Anchor Investors shall be made available at the offices of the BRLM.
ASBA Bidders shall submit an ASBA Bid cum Application Form to the SCSB authorising blocking of funds
that are available in the bank account specified in the ASBA Bid cum Application Form. Only QIBs can
participate in the Anchor Investor Portion
Who can Bid?
1. Indian nationals resident in India who are not minors, majors, in single or joint names (not more than three);
2. HUFs, in the individual name of the Karta. The Bidder should specify that the Bid is being made in the name
of the HUF in the Bid cum Application Form as follows: “Name of Sole or First Bidder: XYZ Hindu
Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs would
be considered at par with those from individuals;
3. Companies, corporate bodies and societies registered under the applicable laws in India and authorized to
invest in Equity Shares;
4. Mutual Funds registered with SEBI;
5. Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI
regulations and SEBI regulations, as applicable);
6. Multilateral and bilateral development financial institution;
7. Venture capital funds registered with SEBI;
8. Foreign venture capital investors registered with SEBI subject to compliance with applicable laws, rules,
regulations, guidelines and approvals in the Issue;
9. FIIs and sub-accounts registered with SEBI subject to compliance with applicable laws, rules, regulations,
guidelines and approvals in the Issue;
10. Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under
the Non-Institutional Bidders category;
11. State Industrial Development Corporations;
12. Insurance companies registered with the Insurance Regulatory and Development Authority;
13. Provident funds with a minimum corpus of Rs. 2,500 lakhs and who are authorized under their constitution
to invest in Equity Shares;
14. Pension funds a with minimum corpus of Rs. 2,500 lakhs and who are authorized under their constitution to
invest in Equity Shares;
15. National Investment Fund
16. Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law
relating to trusts and who are authorized under their respective constitutions to hold and invest in
Equity Shares;
17. Eligible Non-residents including NRIs and FIIs on a repatriation basis or a non-repatriation basis subject to
applicable local laws;
18. Scientific and/or industrial research organizations authorized under their constitution to invest in Equity
Shares;
19. Any other QIBs permitted to invest, subject to compliance with applicable laws, rules, regulations,
guidelines and approvals in the Issue;
20. Insurance funds set up and managed by army, navy or air force of the Union of India.
As per the existing regulations, OCBs are not eligible to participate in this Issue. Bidders are advised to
ensure that any single Bid from them does not exceed the investment limits or maximum number of
Equity Shares that can be held by them under applicable law.
Participation by associates of BRLMs and Syndicate Member
The BRLMs and the Syndicate Member shall not be entitled to subscribe to this Issue in any manner except
towards fulfilling their underwriting obligations. Associates and affiliates of the BRLMs and the Syndicate
Member may subscribe for Equity Shares in the Issue, including in the QIB Portion and Non-Institutional
290
Portion as may be applicable to such Bidder, where the allocation is on a proportionate basis. Such bidding and
subscription may be on their own account or their clients.
The BRLMs and any persons related to the BRLMs, the Promoter and the Promoter Group cannot apply in the
Issue under the Anchor Investor Portion.
Bids under the Anchor Investor Portion
Our Company may, in consultation with the Book Running Lead Managers, consider participation by Anchor
Investors in the Issue for up to [●] Equity Shares in accordance with the applicable SEBI Regulations. The QIB
Portion shall be reduced in proportion to the allocation under the Anchor Investor category. In the event of
under-subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares shall be added to
the Net QIB Portion. The key terms for participation in the Anchor Investor Portion are as follows:
a. Anchor Investors shall be QIBs;
b. A Bid by an Anchor Investor must be for a minimum of such number of Equity Shares that the Bid
Amount exceeds Rs. 100 million and in multiples of [●] Equity Shares thereafter. Anchor Investors
cannot submit a Bid for more than 30% of the QIB Portion.
c. One-third of the Anchor Investor Portion (i.e., [●] Equity Shares) shall be reserved for allocation to
Mutual Funds.
d. The minimum number of allotees in the Anchor Investor Portion shall not be less than:
(a) two, where the allocation under Anchor Investor Portion is up to Rs. 25,000 lakhs; and
(b) five, where the allocation under Anchor Investor Portion is more than Rs. 25,000 lakhs.
e. Anchor Investors shall be allowed to Bid under the Anchor Investor only on the Anchor Investor
Bidding Date (i.e., one day prior to the Bid Opening Date).
f. Our Company shall, in consultation with the Book Running Lead Managers, finalise allocation to the
Anchor Investors on a discretionary basis, subject to compliance with requirements regarding minimum
number of Allottees under the Anchor Investor Portion.
g. Refund on account of rejection of Bids, if any, shall be made on the Anchor Investor Bidding Date.
h. The number of Equity Shares allocated to successful Anchor Investors and the price at which the
allocation is made, shall be made available in public domain by the Book Running Lead Managers on
or before the Bid Opening Date.
i. Anchor Investors shall pay the Anchor Investor Margin Amount at the time of submission of their Bid.
Any difference between the amount payable by the Anchor Investor for Equity Shares allocated and the
Anchor Investor Margin Amount, shall be payable by the Anchor Investor within two days of the Bid
Closing Date. In case the Issue Price is greater than the Anchor Investor Price, any additional amount
being the difference between the Issue Price and Anchor Investor Price shall be payable by the Anchor
Investors. In the event the Issue Price is lower than the Anchor Investor Price, the allotment to Anchor
Investors shall be at Anchor Investor Price.
j. The Equity Shares allotted in the Anchor Investor Portion shall be locked-in for a period of 30 days
from the date of Allotment.
k. Neither the Book Running Lead Managers, nor any person related to the Book Running Lead
Managers, our Promoters, members of our Promoter Group or Group Companies, shall participate in
the Anchor Investor Portion.
l. Bids made by QIBs under both the Anchor Investor Portion and the Net QIB Portion shall not be
considered as multiple Bids.
m. The Anchor Investor Margin Amount cannot be utilised towards meeting the Margin Amount
requirement towards a Bid in the Net QIB Portion.
291
n. The instruments for payment into the Escrow Account should be drawn in favour of:
In case of Resident Anchor Investors: “Escrow Account – Jain Infra Public Issue – Anchor
Investor – R”
In case of Non-Resident Anchor Investor: “Escrow Account – Jain Infra Public Issue – Anchor
Investor – NR”
Additional details, if any, regarding participation in the Issue under the Anchor Investor Portion shall be
disclosed in the advertisement for the Price Band published by our Company, in consultation with the Book
Running Lead Managers in a one English language national newspaper and one Hindi language national
newspaper and one Bengali language national newspaper atleast two Working Days prior to the Bid Opening
Date.
Application by Mutual Funds
As per the current regulations, the following restrictions are applicable for investments by Mutual Funds:
An eligible Bid by a Mutual Fund shall first be considered for allocation proportionately in the Mutual Fund
Portion. In the event that the demand is greater than [●] Equity Shares, allocation shall be made to Mutual Funds
proportionately, to the extent of the Mutual Fund Portion. The remaining demand by the Mutual Funds shall, as
part of the aggregate demand by QIBs, be available for allocation proportionately out of the remainder of the
QIB Portion, after excluding the allocation in the Mutual Fund Portion.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids
being received from domestic Mutual Funds at or above the price at which allocation is being done to other
Anchor Investors.
No mutual fund scheme shall invest more than 10% of its net asset value in the equity shares or equity
related instruments of any company provided that the limit of 10% shall not be applicable for
investments in index funds or sector or industry specific funds. No mutual fund under all its schemes
should own more than 10% of any company‟s paid-up share capital carrying voting rights. These limits
would have to be adhered to by the mutual funds for investment in the Equity Shares.
In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund
registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be
treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid
has been made.
Application by Eligible NRIs
Bid cum Application forms have been made available for Eligible NRIs at the Registered Office of the
Company, with the members of the Syndicate and the Registrar to the Issue.
Eligible NRIs should note that only such applications as are accompanied by payment in free foreign exchange
shall be considered for Allotment. The Eligible NRIs who intend to make payment through Non-Resident
Ordinary (NRO) accounts should use the form meant for Resident Indians and not use the forms meant for
reserved category.
Application by FIIs
As per the current regulations, the following restrictions are applicable for investments by FIIs:
The issue of Equity Shares to a single FII should not exceed 10% of the post-Issue paid-up capital of the
Company. In respect of an FII investing in Equity Shares of the Company on behalf of its sub-accounts, the
investment on behalf of each sub-account shall not exceed 10% of the total issued capital of the Company or 5%
of our total issued capital in case such sub-account is a foreign corporate or an individual. As of now, the
aggregate FII holding in the Company cannot exceed 24% of the total paid-up capital of the Company. With the
292
approval of the Board of Directors and the shareholders by way of a special resolution, the aggregate FII holding
can go up to 100%. However, as of this date no such resolution has been recommended for adoption.
A sub account of a FII which is a foreign corporate or foreign individual shall not be considered to be a
Qualified Institutional Buyer, as defined under the SEBI Regulations, for this Issue.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 15A(1) of the Securities Exchange Board of India (Foreign Institutional Investors) Regulations 1995,
as amended (the “SEBI FII Regulations”), an FII or its sub-account may issue, deal or hold, offshore derivative
instruments (defined under the SEBI FII Regulations as any instrument, by whatever name called, which is
issued overseas by an FII against securities held by it that are listed or proposed to be listed on any recognised
stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative
instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such
offshore derivative instruments are issued after compliance with „know your client‟ norms. An FII or sub-
account shall also ensure that no further downstream issue or transfer of any instrument referred to hereinabove
is made to any person other than a regulated entity. Associates and affiliates of the underwriters including the
BRLMs and the Syndicate Member that are FIIs may issue offshore derivative instruments against Equity
Shares Allotted to them in the Issue. Any such offshore derivative instrument does not constitute any obligation
of, claim on or an interest in our Company.
Application by SEBI registered Venture Capital Funds and Foreign Venture Capital Investors
The SEBI (Venture Capital) Regulations, 1996 and the SEBI (Foreign Venture Capital Investor) Regulations,
2000 prescribe investment restrictions on venture capital funds and foreign venture capital investors registered
with SEBI. Accordingly, the holding by any individual venture capital fund or foreign venture capital investor
registered with SEBI should not exceed 25% of the corpus of the venture capital fund/ foreign venture capital
investor. However, venture capital funds or foreign venture capital investors may invest not more than 33.33%
of their respective investible funds in various prescribed instruments, including in initial public offers of venture
capital undertakings.
The above information is given for the benefit of the Bidders. Our Company and the Book Running Lead
Manager are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their
own independent investigations and are advised to ensure that any single Bid from them does not exceed
the investment limits or maximum number of Equity Shares that can be held by them under applicable
law or regulation or as specified in this Draft Red Herring Prospectus.
Maximum and Minimum Bid Size
For Retail Individual Bidders: The Bid must be for a minimum of [●] Equity Shares and in multiples of [●]
Equity Shares thereafter, subject to maximum Bid amount of Rs. 1,00,000 In case the maximum Bid amount is
more than Rs. 1,00,000 then the same would be considered for allocation under the Non-Institutional Bidders
category. The Cut-off option is given only to the Retail Individual Bidders indicating their agreement to bid and
purchase at the final Issue Price as determined at the end of the Book Building Process.
For Non-Institutional Bidders and QIBs Bidders: The Bid must be for a minimum of such Equity Shares
such that the Bid Amount exceeds Rs. 1,00,000 and in multiples of [●] Equity Shares thereafter. A Bid cannot
be submitted for more than the size of the Issue. However, the maximum Bid by a QIB should not exceed the
investment limits prescribed for them by the regulatory or statutory authorities governing them. Under SEBI
Regulations, a QIB Bidder cannot withdraw its Bid after the Bid/Issue Closing Date and is required to pay the
entire Bid Amount upon submission of Bid.
In case of revision of bids, the Non Institutional Bidders who are individuals, have to ensure that the Bid
Amount is greater than Rs. 1,00,000. In case the Bid Amount reduces to Rs. 1,00,000 or less due to a revision in
Bids or revision of the Price Band, the same would be considered for allocation under the Retail portion. Non
Institutional Bidders and QIB Bidders are not allowed to Bid at „Cut-Off‟.
For Bidders in the Anchor Investor Portion: The Bid must be for a minimum of such number of Equity
Shares such that the Bid Amount exceeds Rs. 1,000 lakhs and in multiples of [•] Equity Shares thereafter. Bids
by Anchor Investors under the Anchor Investor Portion and the QIB Portion shall not be considered as multiple
293
Bids. A Bid cannot be submitted for more than the Anchor Investor Portion. Anchor Investors cannot
withdraw their Bids after the Anchor Investor Bid/ Issue Period.
Information for Bidders
1. The Company and the BRLMs shall declare the Bid/Issue Opening Date and the Bid/Issue Closing Date in the
Red Herring Prospectus to be registered with the RoC and also publish the same in two national
newspapers (one each in English and Hindi) and in one Bengali newspaper with vide circulation. This
advertisement shall be in the prescribed format.
2. The Company will file the Red Herring Prospectus with the ROC at least three days prior to the Bid/ Issue
Opening Date.
3. The members of the Syndicate and the SCSBs, as applicable will circulate copies of the Red Herring
Prospectus along with the Bid cum Application Form to potential investors. The SCSB shall ensure that
the abridged prospectus is made available on its website.
4. Any Bidder (who is eligible to invest in our Equity Shares) who would like to obtain the Red Herring
Prospectus and / or the Bid cum Application Form can obtain the same from our Registered Office or
from the BRLMs / Syndicate Member.
5. Eligible Bidders who are interested in subscribing the Equity Shares should approach the BRLMs or
Syndicate Member or their authorized agent(s) or the SCSBs (as applicable) to register their Bid. Bidders
can also approach the Designated Branch of the SCSBs to register their Bids under the ASBA process.
6. The Bids should be submitted on the prescribed Bid cum Application Form only. Bid cum Application Forms
(other than the ASBA BCAFs) should bear the stamp of the members of the Syndicate otherwise they
will be rejected. Bids by ASBA Bidders shall be accepted by the Designated Branches of SCSBs in
accordance with the SEBI Regulations and any circulars issued by SEBI in this regard.
Method and Process of Bidding
a. Our Company and the BRLM, shall decide the Price Band and the minimum Bid lot size for the Issue and the
same shall be advertised in one English national daily, one Hindi national daily and one Bengali daily
newspaper with wide circulation at least two Working Days prior to the Bid/ Issue Opening Date. The
Syndicate and the SCSBs shall accept Bids from the Bidders during the Bidding/Issue Period.
b. The Bidding/Issue Period shall be a minimum of three Working Days and not exceeding ten Working Days.
In case the Price Band is revised and the Bidding/Issue Period shall be extended by an additional three
Working Days, subject to the total Bidding/Issue Period not exceeding ten Working Days. Any revision
in the Price Band and the revised Bid/ Issue Period, if applicable, will be published in two national
newspapers (one each in English and Hindi) and one Bengali newspaper with wide circulation and also
by indicating the change on the websites of the BRLMs and at the terminals of the members of the
Syndicate.
c. Each Bid cum Application Form will give the Bidder the choice to bid for up to three optional prices (for
details refer to the paragraph entitled “Bids at Different Price Levels” below) and specify the demand (i.e.
the number of Equity Shares bid for) in each option. The price and demand options submitted by the
Bidder in the Bid cum Application Form will be treated as optional demands from the Bidder and will not
be cumulated. After determination of the Issue Price, the maximum number of Equity Shares bid for by a
Bidder at or above the Issue Price will be considered for allocation and the rest of the Bid(s), irrespective
of the Bid Price, will become automatically invalid.
d. The Bidder cannot Bid on another Bid cum Application Form after his or her Bids on one Bid cum
Application Form have been submitted to any member of the Syndicate or the SCSBs. Submission of a
second Bid cum Application Form to either the same or to another member of the Syndicate or SCSBs
will be treated as multiple Bids and is liable to be rejected either before entering the Bid into the
electronic bidding system, or at any point of time prior to the allocation or allotment of Equity Shares in
this Issue. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is
detailed under the paragraph titled “Build up of the Book and Revision of Bids”.
294
e. Except in relation to Bids received from the Anchor Investors, the Members of the Syndicate/SCSBs will
enter each Bid option into the electronic bidding system as a separate Bid and generate a Transaction
registration Slip, (TRS), for each price and demand option and give the same to the Bidder. Therefore, a
Bidder can receive up to three TRSs for each Bid cum Application Form.
f. The BRLMs shall accept Bids from the Anchor Investors during the Anchor Investor Bid/Issue Period i.e. one
Working Day prior to the Bid/ Issue Opening Date. Bids by QIBs under the Anchor Investor Portion and
the QIB Portion shall not be considered as multiple Bids.
g. During the Bidding/Issue Period, Bidders (other than QIBs) may approach the Syndicate Member to submit
their Bid. Every Syndicate Member shall accept Bids from all clients / investors who place orders through
them and shall have the right to vet the Bids. Bidders who wish to use the ASBA process should approach
the Designated Branches of the SCSBs to register their Bids.
h. Along with the Bid cum Application Form, all Bidders (other than ASBA Bidders) will make payment in the
manner described under the paragraph titled „Payment Instructions‟ beginning on page 305 of this Draft
Red Herring Prospectus.
i. Upon receipt of the ASBA BCAF, submitted whether in physical or electronic mode, the Designated Branch
of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account,
as mentioned in the ASBA BCAF, prior to uploading such Bids with the Stock Exchanges.
j. If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject
such Bids and shall not upload such Bids with the Stock Exchanges.
k. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid
Amount mentioned in the ASBA BCAF and will enter each Bid option into the electronic bidding system
as a separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to
the ASBA Bidder on request.
Bids at Different Price Levels
The Bidders can Bid at any price within the Price Band, in multiples of Re 1.
1. In accordance with SEBI Regulations, the Company, in consultation with the BRLM, reserves the right to
revise the Price Band during the Bid/Issue Period, provided the Cap Price shall be less than or equal to
120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The
revision in Price Band shall not exceed 20% on the either side i.e. the floor price can move up or down to
the extent of 20% of the floor price disclosed at least two days prior to the Bid/ Issue Opening Date and
the Cap Price will be revised accordingly.
2. The Company in consultation with the BRLMs can finalise the Issue Price within the Price Band in
accordance with this clause, without the prior approval of, or intimation, to the Bidders.
3. The Company, in consultation with the BRLM, can finalise the Anchor Investor Issue Price within the Price
Band in accordance with this clause, without the prior approval of, or intimation, to the Anchor Investors.
4. Bidders can bid at any price within the Price Band. Bidders have to Bid for the desired number of Equity
Shares at a specific price. Retail Individual Bidders applying for a maximum Bid in any of the bidding
options not exceeding Rs. 1,00,000 may bid at Cut-off Price. However, bidding at Cut-off Price is
prohibited for QIBs and Non-Institutional Bidders and such Bids from QIBs and Non Institutional
Bidders shall be rejected.
5.Retail Individual Bidders who Bid at the Cut-off Price agree that they shall purchase the Equity Shares at any
price within the Price Band. Retail Individual Bidders bidding at Cut-off Price shall deposit the Bid
Amount based on the Cap Price in the respective Escrow Accounts. In the event the Bid Amount is higher
than the subscription amount payable by the Retail Individual Bidders who Bid at Cut-off Price (i.e. the
total number of Equity Shares allocated in the Issue multiplied by the Issue Price), the Retail Individual
Bidders, who Bid at Cut-off Price, shall receive the refund of the excess amounts from the respective
295
Escrow Accounts/refund account(s). In case of ASBA Bidder bidding at Cut-off Price, the ASBA Bidders
shall instruct the SCSBs to block amount based on the Cap Price.
6. In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had bid at
Cut-Off Price could either (i) revise their Bid or (ii) make additional payment based on the cap of the
revised Price Band, with the members of the Syndicate or the SCSBs to whom the original Bid was
submitted. In case the total amount (i.e. original Bid Amount plus additional payment) exceeds Rs.
1,00,000, the Bid will be considered for allocation under the Non Institutional category in terms of this
Draft Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additional
payment and the Issue Price is higher than the cap of the Price Band prior to revision, the number of
Equity Shares Bid for shall be adjusted for the purpose of allocation, such that no additional payment
would be required from the Bidder and the Bidder is deemed to have approved such revised Bid at Cut-
off.
7. In case of a downward revision in the Price Band, Retail Individual Bidders who have bid at Cut-off Price
could either revise their Bid or the excess amount paid at the time of bidding would be refunded from the
respective Escrow Accounts/refund account(s) or unblocked by the SCSBs, as applicable.
8. The Company, in consultation with the BRLM, shall decide the minimum number of Equity Shares for each
Bid to ensure that the minimum application value is within the range of Rs. 5,000 to Rs. 7,000.
Escrow Mechanism
For details of the escrow mechanism and payment instructions, please refer to “Issue Procedure – Payment
Instructions” on page 305 of this Draft Red Herring Prospectus.
Electronic Registration of Bids
(a) The members of the Syndicate and the SCSBs will register the Bids using the on-line facilities of the Stock
Exchanges. There will be at least one on-line connectivity to each city where a stock exchange is located in
India and where the Bids are being accepted. The BRLM, the Company and the Registrar to the Issue are
not responsible for any acts, mistakes or errors or omission and commissions in relation to, (i) the Bids
accepted by the Syndicate Member and the SCSBs, (ii) the Bids uploaded by the Syndicate Member and the
SCSBs, (iii) the Bids accepted but not uploaded by the Syndicate Member and the SCSBs or (iv) with
respect to ASBA Bids, Bids accepted and uploaded without blocking funds in the ASBA Accounts.
However, the members of the Syndicate and / or the SCSBs shall be responsible for any errors in the Bid
details uploaded by them. It shall be presumed that for the Bids uploaded by the SCSBs, the Bid Amount
has been blocked in the relevant ASBA Account.
(b) The Stock Exchanges will offer a screen-based facility for registering Bids for the Issue. This facility will be
available on the terminals of the Syndicate Member, their authorized agents and the SCSBs during the
Bid/Issue Period. The Syndicate Member and the Designated Branches can also set up facilities for off-line
electronic registration of Bids subject to the condition that they will subsequently download the off-line
data file into the on-line facilities for book building on a regular basis. On the Bid/Issue Closing Date, the
Syndicate Member and the Designated Branches shall upload the Bids till such time as may be permitted by
the Stock Exchanges.
(c) The aggregate demand and price for Bids registered on the electronic facilities of NSE and BSE will be
downloaded on a regular basis, consolidated and displayed on-line at all bidding centers. A graphical
representation of the consolidated demand and price would be made available at the bidding centers and the
websites of the Stock Exchanges during the Bidding/Issue Period along with category wise details.
(d) At the time of registering each Bid, the Syndicate Member shall enter the following details of the Bidder in
the on- line system:
• Name of the Bidder(s): Bidders should ensure that the name given in the Bid cum Application Form is
exactly the same as the name in which the Depositary Account is held. In case the Bid cum Application
Form is submitted in joint names, Bidders should ensure that the Depository Account is also held in the
same joint names and are in the same sequence in which they appear in the Bid cum Application Form;
• Investor Category such as Individual, Corporate, NRI, FII or Mutual Fund;
296
• Numbers of Equity Shares Bid for;
• Bid price;
• Bid cum Application Form number;
• Depository Participant Identification Number and Client Identification Number of the Demat Account of
the Bidder; and
• PAN, except for Bids on behalf of the Central and State Governments, residents of the state of Sikkim and
officials appointed by the courts
With respect to ASBA Bids, at the time of registering each Bid, the Designated Branches of the SCSBs shall
enter the following information pertaining to the Bidder into the electronic bidding system:
• Name of the Bidder(s).
• Application Number.
• PAN (of First Bidder if more than one Bidder)
• Investor Category and Sub-Category:
Retail Non-institutional QIBs
Individual
HUF
-Individual
- corporate
- other
- Mutual Funds
- Financial Institutions
- Insurance companies
- Foreign Institutional
- Mutual Funds
- Financial Institutions
- Insurance companies
• Employee/shareholder (if reservation)
• Demat ID
• Beneficiary Account Number
• Quantity
• Price
• Bank Account Number
(e) A system generated TRS will be given to the Bidder as a proof of the registration of each of the bidding
options. It is the Bidder‟s responsibility to request and obtain the TRS from the members of the
Syndicate or the Designated Branches of the SCSBs. The registration of the Bid by the Syndicate
Member or the Designated Braches of the SCSBs does not guarantee that the Equity Shares shall be
allocated either by the Syndicate Member or the Company.
(f) Such TRS will be non-negotiable and by itself will not create any obligation of any kind.
(g) In case of QIB Bidders, the members of the Syndicate can reject the Bids at the time of accepting the Bid
provided that the reason for such rejection is provided in writing. In case of Bids under the Non-
Institutional Portion and Bids under the Retail Individual Portion would not be rejected except on the
technical grounds listed in this Draft Red Herring Prospectus. The SCSB shall have no right to reject Bids
except on technical grounds.
(h) It is to be distinctly understood that the permission given by the Stock Exchanges to use their network and
software of the Online IPO system should not in any way be deemed or construed to mean that the
compliance with various statutory and other requirements by the Company and the BRLMs are cleared or
approved by the NSE and the BSE; nor does it in any manner warrant, certify or endorse the correctness or
completeness of any of the compliance with the statutory and other requirements nor does it take any
responsibility for the financial or other soundness of our Company, our Promoters, our management or any
scheme or project of our Company.
(i) Only Bids that are uploaded on the online IPO system of the Stock Exchanges shall be considered for
allocation/ Allotment. Members of the Syndicate will be given up to one day after the Bid/Issue Closing
Date to verify DP ID and Client ID uploaded in the online IPO system during the Bidding/Issue Period after
which the data will be sent to the Registrar for reconciliation and Allotment of Equity Shares. In case of
discrepancy of data between the BSE or the NSE and the members of the Syndicate or the Designated
297
Branches, the decision of the Company, in consultation with the BRLMs and the Registrar, shall be final
and binding on all concerned. If the Syndicate Member finds any discrepancy in the DP name, DP ID and
the client ID, the Syndicate Member will correct the same and the send the data to the Registrar for
reconciliation and Allotment of Equity Shares.
(j) Details of Bids in the Anchor Investor Portion will not be registered on the on-line facilities of electronic
facilities of BSE and NSE. Anchor Investors cannot use the ASBA process and should approach the
BRLMs to submit their Bids.
Build Up of the Book and Revision of Bids
(a) Bids registered by various Bidders through the members of the Syndicate and SCSBs shall be electronically
transmitted to the BSE or NSE mainframe on a regular basis.
(b) The book gets built up at various price levels. This information will be available with the BRLMs on a
regular basis at the end of the Bid/Issue Period.
(c) During the Bidding Period, any Bidder who has registered his or her interest in the Equity Shares at a
particular price level is free to revise his or her Bid within the price band using the printed Revision Form,
which is a part of the Bid cum Application Form.
(d) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the
Revision Form. Apart from mentioning the revised options in the Revision Form, the Bidder must also
mention the details of all the options in his or her Bid cum Application Form or earlier Revision Form. For
example, if a Bidder has bid for three options in the Bid cum Application Form and he is changing only one
of the options in the Revision Form, he must still fill the details of the other two options that are not being
changed, in the Revision Form. Incomplete or inaccurate Revision Forms will not be accepted by the
members of the Syndicate and the Designated Branches of the SCSBs.
(e) The Bidder can make this revision any number of times during the Bidding Period. However, for any
revision(s) of the Bid, the Bidders will have to use the services of the same members of the Syndicate or the
SCSB through whom the Bidder had placed the original Bid. Bidders are advised to retain copies of the
blank Revision Form and the revised Bid must be made only in such Revision Form or copies thereof.
(f) In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had Bid
at Cut-off Price could either (i) revise their Bid or (ii) shall make additional payment based on the cap of the
revised Price Band (such that the total amount i.e., original Bid Amount plus additional payment does not
exceed Rs. 1,00,000 if the Bidder wants to continue to Bid at Cut-off Price), with the members of the
Syndicate to whom the original Bid was submitted. In case the total amount (i.e., original Bid Amount plus
additional payment) exceeds Rs. 1,00,000, the Bid will be considered for allocation under the Non-
Institutional Portion in terms of the Draft Red Herring Prospectus. If, however, the Bidder does not either
revise the Bid or make additional payment and the Issue Price is higher than the cap of the Price Band prior
to revision, the number of Equity Shares Bid for shall be adjusted downwards for the purpose of allocation,
such that no additional payment would be required from the Bidder and the Bidder is deemed to have
approved such revised Bid at Cut-off Price.
(g) In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders, who have
bid at Cut-off Price could either revise their Bid or the excess amount paid at the time of bidding would be
refunded from the Escrow Account.
(h) The Company in consultation with the BRLM, shall decide the minimum number of Equity Shares for each
Bid to ensure that the minimum application value is within the range of Rs. 5,000 to Rs. 7,000.
(i)Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the
incremental amount, if any, to be paid on account of the upward revision of the Bid. The excess amount, if
any, resulting from downward revision of the Bid would be returned to the Bidder at the time of refund in
accordance with the terms of this Draft Red Herring Prospectus. With respect to the ASBA Bids, if revision
of the Bids results in an incremental amount, the relevant SCSB shall block the additional Bid amount. In
case of Bids, other than ASBA Bids, the members of the Syndicate shall collect the payment in the form of
cheque or demand draft if any, to be paid on account of upward revision of the Bid at the time of one or
298
more revisions. In such cases, the members of the Syndicate will revise the earlier Bid details with the
revised Bid and provide the cheque or demand draft number of the new payment instrument in the
electronic book. The Registrar will reconcile the Bid data and consider the revised Bid data for preparing
the Basis of Allotment.
(j) When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and get a revised TRS from
the Syndicate Member. It is the responsibility of the Bidder to request for and obtain the revised TRS,
which will act as proof of his or her having revised the previous Bid.
(k) In case of discrepancy of data between BSE or NSE and the Syndicate Member, the decision of the BRLMs
based on physical records of Bid cum Application Forms shall be final and binding to all concerned.
(i)The Syndicate Members may modify selected fields in the Bid details already uploaded upto one day post the
Bid/Issue Closing Period.
Price Discovery and Allocation
After the Bid/Issue Closing Date, the BRLMs will analyze the demand generated at various price levels and
discuss pricing strategy with our Company. Our Company, in consultation with BRLM, shall finalise the Issue
Price, the number of Equity Shares to be allotted and the allocation to successful Bidders.
(a) Not more than 50% of the Issue (including 5% specifically reserved for Mutual Funds) would be available
for allocation on a proportionate basis after consultation with Designated Stock Exchange, subject to valid
Bids being received at or above the Issue Price. Upto 30% of the QIB Portion shall be available for
allocation to Anchor Investors and one-third of the Anchor Investor Portion shall be available for allocation
to domestic Mutual Funds.
(b) Not less than 15% and 35% of the Issue, would be available for allocation on a proportionate basis to Non-
Institutional Bidders and Retail Individual Bidders, respectively, in consultation with Designated Stock
Exchange, subject to valid Bids being received at or above the Issue Price.
(c) Undersubscription, if any, in any category would be allowed to be met with spill over from any of the other
categories at the discretion of our Company in consultation with the BRLM. However, if the aggregate
demand by Mutual Funds is less than [•] Equity Shares, the balance Equity Shares available for allocation in
the Mutual Fund Portion will first be added to the QIB Portion and be allocated proportionately to the QIB
Bidders. In the event that the aggregate demand in the QIB Portion has not been met, under-subscription, if
any, would be allowed to be met with spill-over from any other category or combination of categories at the
discretion of our Company, in consultation with the BRLM.
(d) Under-subscription in the Anchor Investor Portion would be met with a spill-over from the QIB Portion. If
one-third of the Anchor Investor Portion, available for allocation to domestic Mutual Funds, is not
subscribed, the same shall be met by a spill over from the Anchor Investor Portion or the QIB Portion, if the
Anchor Investor Portion is undersubscribed.
(e) Allocation to Eligible NRIs or FIIs or Foreign Venture Capital Fund registered with SEBI, Multilateral and
Bilateral Development Financial Institutions applying on repatriation basis will be subject to the terms and
conditions stipulated by RBI.
(f) Our Company reserves the right to cancel the Issue any time after the Bid/Issue Closing Date but before
Allotment without assigning any reasons whatsoever.
(g) In terms of SEBI Regulations, QIB Bidders shall not be allowed to withdraw their Bid after the Bid/ Issue
Closing Date.
(h) The Basis of Allotment details shall be put up on the website of the Registrar to the Issue.
Signing of Underwriting Agreement and RoC Filing
299
(a) The Company, the BRLMs and the Syndicate Member shall enter into an Underwriting Agreement on
finalization of the Issue Price and allocation(s) to the Bidders.
(b) After signing the Underwriting Agreement, the Company and the Book Running Lead Manager would
update and file the updated Red Herring Prospectus with RoC, which then would be termed the
„Prospectus‟. The Prospectus will contain details of the Issue Price, Issue Size, underwriting arrangements
and will be complete in all material respects.
Filing of the Prospectus with the ROC
We will file a copy of the Prospectus with the RoC in terms of Section 56, Section 60 and Section 60B of the
Companies Act.
Pre-Issue Advertisement
Subject to Section 66 of the Companies Act, the Company shall, after registering the Red Herring Prospectus
with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in one English
language national daily newspaper, one Hindi language national daily newspaper and one Bengali language
daily newspaper, each with wide circulation.
Advertisement regarding Issue Price and Prospectus
A statutory advertisement will be issued by our Company after the filing of the Prospectus with the RoC. This
advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate
the Issue Price. Any material updates between the Red Herring Prospectus and the Prospectus will be included
in such statutory advertisement.
Issuance of Confirmation of Allocation Note (“CAN”)
(a) Upon approval of basis of allocation by the Designated Stock Exchange, the Registrar to the Issue shall send
to the members of the Syndicate a list of their Bidders who have been allocated Equity Shares in the
Issue. The approval of the basis of allocation by the Designated Stock Exchange for QIB Bidders
(including Anchor Investors) may be done simultaneously with or prior to the approval of the basis of
allocation for the Retail and Non-Institutional Bidders. However, Bidders should note that our Company
shall ensure that the date of Allotment of the Equity Shares to all Bidders in this Issue shall be done on
the same date.
(b) The Registrar to the Issue will then dispatch the CAN to the Bidders who have been allocated Equity Shares
in the Issue. The dispatch of CAN shall be deemed a valid, binding and irrevocable contract for the
Bidder to pay the entire Issue Price for the Allotment to such Bidder.
(c) The Issuance of CAN is subject to “Notice to Anchor Investors - Allotment Reconciliation and Revised
CANs” as set forth below.
With respect to ASBA Bidders
1. Upon approval of the „Basis of Allocation‟ by the Designated Stock Exchange, the Registrar to the
Issue shall send a list of the ASBA Bidders who have been allocated Equity Shares in the Issue to the
Controlling Branches along with:
(i) The number of Equity Shares to be allotted against each successful ASBA Form;
(ii) The amount to be transferred from the ASBA Account to the Public Issue Account, for
each successful ASBA Form;
(iii) The date by which the funds referred to in sub-para (ii) above, shall be transferred to the
Public Issue Account; and
(iv) The details of rejected ASBA Forms, if any, along with reasons for rejection and details
of withdrawn (except in case of QIB bidding through an ASBA Form) or unsuccessful
ASBA Forms, if any, to enable SCSBs to unblock the respective ASBA Accounts. ASBA
Bidders should note that our Company shall ensure that the instructions by our Company
300
for demat credit of the Equity Shares to all investors in this Issue shall be given on the
same date; and
2. The ASBA Bidders shall directly receive the CANs from the Registrar to the Issue. The dispatch of a
CAN to an ASBA Bidder shall be deemed a valid, binding and irrevocable contract with the ASBA Bidder.
Notice to Anchor Investors: Allotment Reconciliation and Revised CANs
A physical book will be prepared by the Registrar on the basis of the Bid cum Application Forms received from
Anchor Investors. Based on the physical book and at the discretion of the Company and the BRLMs , select
Anchor Investors may be sent a CAN, within two Working Days of the Anchor Investor Bid/ Issue Period,
indicating the number of Equity Shares that may be allocated to them. This provisional CAN and the final
allocation is subject to the physical application being valid in all respect along with receipt of stipulated
documents, the Issue Price being finalised at a price not higher than the Anchor Investor Issue Price and
Allotment by the Board of Directors. In the event that the Issue Price is higher than the Anchor Investor Issue
Price, a revised CAN will be sent to Anchor Investors. The price of Equity Shares in such revised CAN shall be
different from that specified in the earlier CAN. Anchor Investors should note that they shall be required to pay
additional amounts, being the difference between the Issue Price and the Anchor Investor Issue Price, as
indicated in the revised CAN within two Working Days after the Bid/ Issue Closing Date. Any revised CAN, if
issued, will supersede in entirety the earlier CAN.
Notice to QIBs: Allotment Reconciliation
After the Bid Closing Date, an electronic book will be prepared by the Registrar to the Issue on the basis of Bids
uploaded on the BSE or NSE system. This shall be followed by a physical book prepared by the Registrar to the
Issue on the basis of the Bid cum Application Forms received. Based on the electronic book, QIBs bidding in
the Net QIB Portion will be sent a CAN, indicating the number of Equity Shares that may be allocated to them.
This CAN is subject, inter alia, to approval of the final „Basis of Allocation‟ by the Designated Stock Exchange.
Subject to SEBI Regulations, certain Bids/applications may be rejected due to technical reasons, nonreceipt/
availability of funds, cancellation of cheques, cheque bouncing, incorrect details, etc., and these rejected
applications will be reflected in the reconciliation of the book prepared by the Registrar to the Issue and the
„Basis of Allocation‟ as approved by the Designated Stock Exchange. As a result, one or more revised CAN(s)
may be sent to QIBs bidding in the Net QIB Portion and the allocation of Equity Shares in such revised CAN(s)
may be different from that specified in the earlier CAN(s). QIBs bidding in the Net QIB Portion should note that
they may be required to pay additional amounts, if any, by the Pay-in Date specified in the revised CAN(s), for
any increased allocation of Equity Shares. The CAN will constitute the valid, binding and irrevocable contract,
subject only to the issue of revised CAN(s), for such QIBs to pay the entire Issue Price for all the Equity Shares
allocated to such QIBs. The revised CAN(s), if issued, will supersede in entirety, the earlier CAN(s).
Designated Date and Allotment of Equity Shares
1. Our Company will ensure that (i) Allotment of Equity Shares; and (ii) credit to the successful Bidder‟s
depositary account will be completed within 10 (ten) Working Days of the Bid/Issue Closing Date.
2. As per SEBI Regulations, Equity Shares will be issued and Allotment shall be made only in the
dematerialised form to the Allottees. Allottees will have the option to re-materialise the Equity Shares, if
they so desire, in the manner stated in the Depositories Act.
Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be
Allotted to them pursuant to this Issue.
Letters of Allotment or refund orders or instructions to the SCSBs
We shall give credit to the beneficiary account with Depository Participants within 10 (ten) Working Days from
the Bid/Issue Closing Date. Applicants residing at 68 centres where clearing houses are managed by the RBI,
will get refunds through NECS (subject to availability of information for crediting the refund through NECS)
except where applicant is otherwise disclosed as eligible to get refunds through Direct Credit, NEFT or RTGS.
In case of other applicants, we shall ensure dispatch of refund orders, if any, of value up to Rs. 1,500 by “Under
301
Certificate of Posting”, and shall dispatch refund orders above Rs. 1,500, if any, by registered post or speed post
only at the sole or First Bidders sole risk within 11 (eleven) Working Days of the Bid/ Issue Closing Date and
adequate funds for the purpose shall be made available to the Registrar by us. In case of ASBA Bidders, the
Registrar to the Issue shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the
extent of the Bid Amount specified in the ASBA BCAFs for withdrawn, rejected or unsuccessful or partially
successful ASBA Bids within 11 (eleven) Working Days of the Bid/Issue Closing Date.
In accordance with the requirements of the Stock Exchanges and SEBI Regulations, we undertake that:
• Allotment shall be made only in dematerialised form within 10 (ten) Working Days from the Bid/Issue Closing
Date;
• Despatch of refund orders shall be done within 11 (eleven) Working Days from the Bid/Issue Closing Date;
and
• We shall pay interest at 15% per annum (for any delay beyond the 11 working-day time period as mentioned
above), if Allotment is not made, refund orders are not despatched and/or demat credits are not made to
Bidders within the 11 working-day time prescribed above, provided that the beneficiary particulars relating
to such Bidders as given by the Bidders is valid at the time of the upload of the demat credit.
We will provide adequate funds required for despatch of refund orders or Allotment advice to the Registrar to
the Issue. Refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection
Bank(s) and payable at par at places where Bids are received. The bank charges, if any, for encashing such
cheques, pay orders or demand drafts at other centres will be payable by the Bidders.
General Instructions
Do‟s:
a) Check if you are eligible to apply;
b) Read all the instructions carefully and complete the Bid cum Application Form;
c)Ensure that the details about Depository Participant and Beneficiary Account are correct as Allotment of
Equity Shares will be in the dematerialized form only;
d) Ensure that the Bids are submitted at the bidding centres only on forms bearing the stamp of a member of the
Syndicate or with respect to ASBA Bidders ensure that your Bid is submitted at a Designated Branch of the
SCSB where the ASBA Bidders or the person whose bank account will be utilised by the ASBA Bidder for
bidding has a bank account;
e) With respect to ASBA Bids ensure that the ASBA BCAF is signed by the account holder in case the applicant
is not the account holder. Ensure that you have mentioned the correct bank account number in the ASBA
BCAF;
f) Ensure that you have requested for and receive a TRS for all your Bid options;
g) Ensure that you have funds equal to the Bid Amount in your bank account maintained with the SCSB before
submitting the ASBA BCAF to the respective Designated Branch of the SCSB;
h) Instruct your respective banks to not release the funds blocked in the bank account under the ASBA process;
i) Ensure that the full Bid Amount is paid for the Bids submitted to the members of the Syndicate and funds
equivalent to the Bid Amount are blocked in case of any Bids submitted though the SCSBs;
j)Submit revised Bids to the same member of the Syndicate through whom the original Bid was placed and
obtain a revised TRS;
k) Ensure that the Bid is within the Price Band;
l) Ensure that you mention your PAN allotted under the I.T. Act with the Bid cum Application Form, except for
Bids on behalf of the Central and State Governments, residents of the state of Sikkim and officials
appointed by the courts;
m) Ensure that the Demographic Details (as defined hereinbelow) are updated, true and correct in all respects.
n) Ensure that the name(s) given in the Bid cum Application Form is exactly the same as the name(s) in which
the beneficiary account is held with the Depository Participant. In case the Bid cum Application Form is
submitted in joint names, ensure that the beneficiary account is also held in same joint names and such
names are in the same sequence in which they appear in the Bid cum Application Form.
Don‟ts:
302
a) Do not Bid for lower than the minimum Bid size;
b) Do not Bid/ revise Bid price to less than the lower end of the Price Band or higher than the higher end of the
Price Band;
c) Do not Bid on another Bid cum Application Form after you have submitted a Bid to the member of the
Syndicate or the SCSB;
d) Do not pay the Bid amount in cash, by money order or by postal order;
e) Do not provide your GIR number instead of your PAN number.
f) Do not send Bid cum Application Forms by post; instead submit the same to members of the Syndicate or the
SCSBs, as applicable;
g) Do not Bid at cut-off price (for QIBs and Non-Institutional Bidders);
h) Do not Bid for a Bid Amount exceeding Rs. 1,00,000 (for Bids by Retail Individual Bidders);
i) Do not fill up the Bid cum Application Form such that the Equity Shares bid for exceeds the Issue size and/ or
investment limit or maximum number of Equity Shares that can be held under the applicable laws or
regulations or maximum amount permissible under the applicable regulations; and
j) Do not submit Bid accompanied with Stock invest.
Instructions for completing the Bid cum Application Form
Bidders can obtain Bid cum Application Forms and / or Revision Forms from the BRLMs or Syndicate
Member.
Bids and Revisions of Bids
Bids and revisions of Bids must be:
(a) Made only in the prescribed Bid cum Application Form or Revision Form, as applicable.
(b) Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained
herein, in the Bid cum Application Form or in the Revision Form. Incomplete Bid cum Application Forms
or Revision Forms are liable to be rejected. Bidders should note that the members of the Syndicate and / or
the SCSBs (as appropriate) will not be liable for errors in data entry due to incomplete or illegible Bid cum
Application Forms or Revision Forms.
(c) Information provided by the Bidders will be uploaded in the online IPO system by the members of the
Syndicate and SCSBs, as the case may be, and the electronic data will be used to make
allocation/Allotment. Please ensure that the details are correct are legible.
(d) The Bids from the Retail Individual Bidders must be for a minimum of [●] Equity Shares and in multiples of
[●] thereafter subject to a maximum Bid amount of Rs. 1,00,000.
(e) For Non-institutional and QIB Bidders, Bids must be for a minimum Bid Amount of Rs. 1,00,000 and in
multiples of [●] Equity Shares thereafter. All Individual Bidders whose maximum bid amount exceeds Rs.
1,00,000 would be considered under this category. Bids cannot be made for more than the Issue Size.
Bidders are advised to ensure that a single Bid from them should not exceed the investment limits or
maximum number of Equity Shares that can be held by them under the applicable laws or regulations.
(f) For Anchor Investors, Bids must be for a minimum of such number of Equity Shares that the Bid Amount
exceeds or equal to Rs. 1,000 lakhs and in multiples of [•] Equity Shares thereafter.
(g) In single name or in joint names (not more than three and in the same order as their Depository Participant
details).
(h) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the
Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate
under official seal.
Bidder‟s Depository Account and Bank Account Details
Bidders should note that on the basis of PAN of the Sole/First Bidder, Depository Participant‟s name,
Depository Participant-Identification number and Beneficiary Account Number provided by them in the
Bid cum Application Form, the Registrar to the Issue will obtain from the Depository the demographic
details including category, age, address, Bidders bank account details, MICR code and occupation
(hereinafter referred to as „Demographic Details‟). These Bank Account details would be used for giving
refunds (including through physical refund warrants, direct credit, NECS, NEFT and RTGS) to the
Bidders. Hence, Bidders are advised to immediately update their Bank Account details as appearing on
the records of the depository participant. Please note that failure to do so could result in delays in
303
despatch/ credit of refunds to Bidders at the Bidders sole risk and neither the BRLMs or the Company
shall have any responsibility and undertake any liability for the same. Hence, Bidders should carefully fill
in their Depository Account details in the Bid cum Application Form.
IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN
DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR DEPOSITORY
PARTICIPANT‟S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND
BENEFICIARY ACCOUNT NUMBER IN THE BID CUM APPLICATION FORM. INVESTORS
MUST ENSURE THAT THE NAME GIVEN IN THE BID CUM APPLICATION FORM IS EXACTLY
THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE
BID CUM APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED
THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN
THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID CUM APPLICATION FORM.
These Demographic Details would be used for all correspondence with the Bidders including mailing of the
CANs/Allocation Advice and making refunds as per the modes disclosed and the Demographic Details given by
Bidders in the Bid cum Application Form would not be used for these purposes by the Registrar. Hence, Bidders
are advised to update their Demographic Details as provided to their Depository Participants and ensure that
they are true and correct. By signing the Bid cum Application Form, Bidder would have deemed to authorize the
depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as
available on its records.
In case of Bidders receiving refunds through electronic transfer of funds, delivery of refund orders/
allocation advice/CANs may get delayed if the same once sent to the address obtained from the
depositories are returned undelivered. In such an event, the address and other details given by the Bidder
in the Bid cum Application Form would be used only to ensure dispatch of refund orders. Please note that
any such delay shall be at the Bidders sole risk and neither the Company, the Registrar, Escrow
Collection Bank(s) nor the BRLMs shall be liable to compensate the Bidder for any losses caused to the
Bidder due to any such delay or liable to pay any interest for such delay.
In case no corresponding record is available with the Depositories that matches three parameters, namely, PAN
of the sole/first Bidders, the Depository Participant‟s identity (DP ID) and the beneficiary‟s identity, then such
Bids are liable to be rejected.
Bids under Power of Attorney
In case of Bids (including ASBA Bids) made pursuant to a power of attorney or by limited companies, corporate
bodies, registered societies, registered societies, FIIs, Mutual Funds, insurance companies and provident funds
with minimum corpus of Rs. 2500 lakhs (subject to applicable law) and pension funds with a minimum corpus
of Rs. 2500 lakhs a certified copy of the power of attorney or the relevant resolution or authority, as the case
may be, along with a certified copy of the memorandum and articles of association and/or bye laws must be
lodged along with the Bid cum Application Form. Failing this, the Company reserves the right to accept or
reject any Bid in whole or in part, in either case, without assigning any reason.
In addition to the above, certain additional documents are required to be submitted by the following entities:
(a) With respect to Bids by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must be
lodged along with the Bid cum Application Form.
(b) With respect to Bids by insurance companies registered with the Insurance Regulatory and Development
Authority, in addition to the above, a certified copy of the certificate of registration issued by the Insurance
Regulatory and Development Authority must be lodged along with the Bid cum Application Form.
(c) With respect to Bids made by provident funds with a minimum corpus of Rs. 2500 lakhs (subject to
applicable law) and pension funds with a minimum corpus of Rs. 2500 lakhs, a certified copy of a
certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be
lodged along with the Bid cum Application Form. The Company, in its absolute discretion, reserve the right
to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum
Application Form, subject to such terms and conditions that the Company and the BRLMs may deem fit.
The Company in our absolute discretion, reserve the right to permit the holder of the power of attorney to
request the Registrar that for the purpose of printing particulars on the refund order and mailing of the
refund order/CANs/allocation advice, the Demographic Details given on the Bid cum Application Form
304
should be used (and not those obtained from the Depository of the Bidder). In such cases, the Registrar shall
use Demographic Details as given in the Bid cum Application Form instead of those obtained from the
depositories.
Bids by Non-Residents, NRIs, FIIs and Foreign Venture Capital Funds registered with SEBI on a
repatriation basis.
Bids and revision to Bids must be made in the following manner:
1. On the Bid cum Application Form or the Revision Form, as applicable ([•] in colour), and completed in full in
BLOCK LETTERS in ENGLISH in accordance with the instructions contained therein.
2. In a single name or joint names (not more than three and in the same order as their Depositary Participant
Details).
3. Bids on a repatriation basis shall be in the names of individuals, or in the name of FIIs but not in the names of
minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees. Bids by Eligible
NRIs for a Bid Amount of up to Rs. 1,00,000 would be considered under the Retail Portion for the purposes
of allocation and Bids for a Bid Amount of more than Rs. 1,00,000 would be considered under Non-
Institutional Portion for the purposes of allocation.
Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank
charges and / or commission. In case of Bidders who remit money through Indian Rupee drafts
purchased abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely
convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of
remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their
NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid cum
Application Form. The Company will not be responsible for loss, if any, incurred by the Bidder on
account of conversion of foreign currency.
As per the existing policy of the Government of India, OCBs are not permitted to participate in the Issue.
There is no reservation for Eligible NRIs and FIIs and all Bidders will be treated on the same basis with
other categories for the purpose of allocation.
Payment Instructions
Escrow Mechanism for Bidders other than ASBA Bidders
Our Company and the BRLMs shall open Escrow Accounts with one or more Escrow Collection Banks in
whose favor the Bidders shall make out the cheque or demand draft in respect of his or her Bid and/or revision
of the Bid. Cheques or demand drafts received for the full Bid amount from Bidders in a certain category would
be deposited in the Escrow Account. The Escrow Collection Banks will act in terms of the Red Herring
Prospectus and an Escrow Agreement to be entered into amongst the Company, the BRLM, Escrow Bankers
and Registrar to the Issue. The monies in the Escrow Account shall be maintained by the Escrow Collection
Bank(s) for and on behalf of the Bidders. The Escrow Collection Bank(s) shall not exercise any lien whatsoever
over the monies deposited therein and shall hold the monies therein in trust for the Bidders. On the Designated
Date, the Escrow Collection Banks shall transfer the monies from the Escrow Account to the Issue Account with
the Bankers to the Issue as per the terms of the Escrow Agreement. Payments of refunds to the Bidders shall
also be made from the Escrow Account as per the terms of the Escrow Agreement and the Red Herring
Prospectus.
The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement between the Escrow Collection Bank(s), our Company, Registrar to the Issue and BRLMs to
facilitate collection from the Bidders.
Payment mechanism for ASBA Bidders
The ASBA Bidders shall specify the bank account number in the ASBA BCAF and the SCSB shall block an
amount equivalent to the Bid Amount in the bank account specified in the ASBA BCAF. The SCSB shall keep
the Bid Amount in the relevant bank account blocked until withdrawal/ rejection of the ASBA Bid or receipt of
instructions from the Registrar to unblock the Bid Amount. In the event of withdrawal or rejection of ASBA
305
BCAF or for unsuccessful ASBA BCAFs, the Registrar shall give instructions to the SCSB to unblock the
application money in the relevant bank account within one day of receipt of such instruction. The Bid Amount
shall remain blocked in the ASBA Account until finalisation of the Basis of Allotment in the Issue and
consequent transfer of the Bid Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or
until rejection of the ASBA Bid, as the case may be.
Payment into Escrow Account for Bidders other than ASBA Bidders:
1. QIB, Non-Institutional Bidders and Retail Individual Bidders shall, with the submission of the Bid cum
Application Form, draw a payment instrument for the Bid Amount in favour of the Escrow Account and
submit the same to the members of the Syndicate.
2. Anchor Investors would be required to pay the Bid Amount at the time of submission of the application form
through RTGS mechanism. In the event of Issue Price being higher than the price at which allocation is
made to Anchor Investors, the Anchor Investors shall be required to pay such additional amount to the
extent of shortfall between the price at which allocation is made to them and the Issue Price. If the Issue
Price is lower than the price at which allocation is made to Anchor Investors, the amount in excess of the
Issue Price paid by Anchor Investors shall not be refunded to them.
3. The payment instruments for payment into the Escrow Account should be drawn in favor of:
a. In case of QIBs: "Escrow Account – Jain Infra Public Issue - QIB - R";
b. In case of Resident Anchor Investors: “Jain Infra Public Issue – Escrow Account – Anchor Investor -
R”;
c. In case of Non-Resident Anchor Investor: “Jain Infra Public Issue – Escrow Account – Anchor
Investor - NR”
d. In case of non-resident QIB Bidders: “Escrow Account – Jain Infra Public Issue - QIB - NR”;
e. In case of Resident Retail and Non Institutional Bidders: “Escrow Account – Jain Infra - Public Issue -
R”;
f. In case of Non Resident Retail and Non Institutional Bidders: “Escrow Account – Jain Infra - Public
Issue - NR”;
4. In case of bids by NRIs applying on a repatriation basis, the payments must be made through Rupee drafts
purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal
banking channels or out of funds held in the Non-Resident External (NRE) Accounts or the Foreign
Currency Non-Resident Accounts (FCNR), maintained with banks authorised to deal in foreign exchange in
India, along with documentary evidence in support of the remittance. Payment will not be accepted out of
Non-Resident Ordinary (NRO). Payment by drafts should be accompanied by bank certificate confirming
that the draft has been issued by debiting to the NRE Account or the Foreign Currency Non- Resident
Account.
5. In case of Bids by NRIs applying on non-repatriation basis, the payments must be made through Indian Rupee
Drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through
normal banking channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign
Currency Non-Resident (FCNR) Accounts, maintained with banks authorised to deal in foreign exchange in
India, along with documentary evidence in support of the remittance or out of a Non-Resident Ordinary
(NRO) Account of a Non-Resident Bidder bidding on a non-repatriation basis. Payment by drafts should be
accompanied by a bank certificate confirming that the draft has been issued by debiting an NRE or FCNR
or NRO Account.
6. In case of Bids by FIIs, the payment should be made out of funds held in Special Rupee Account along with
documentary evidence in support of the remittance. Payment by drafts should be accompanied by bank
certificate confirming that the draft has been issued by debiting to Special Rupee Account.
7. Where a Bidder has been allocated a lesser number of Equity Shares than the Bidder has Bid for, the excess
amount, if any, paid on bidding, after adjustment towards the balance amount payable on the Equity Shares
allocated, will be refunded to the Bidder from the Refund Accounts.
8. The monies deposited in the Escrow Account will be held for the benefit of the Bidders till the Designated
Date.
306
9. On the Designated Date, the Escrow Collection Bank(s) shall transfer the funds from the Escrow Account as
per the terms of the Escrow Agreement into the Public Issue Account with the Banker to the Issue.
10. No later than 11 working days from the Bid/Issue Closing Date, the Refund Bank shall also refund all
amounts payable to unsuccessful Bidders and also the excess amount paid on Bidding, if any, after
adjusting for allocation to the Successful Bidders Payments should be made by cheque, or a demand draft
drawn on any bank (including a Co-operative bank), which is situated at, and is a member of or sub-
member of the bankers‟ clearing house located at the center where the Bid cum Application Form is
submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process will not
be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/
stock invest/money orders/ postal orders will not be accepted.
Payment by Stock invest
In terms of Reserve Bank of India Circular No. DBOD No. FSC BC 42/24.47.001/2003-04 dated November 5,
2003, the option to use the stock invest instrument in lieu of cheques or bank drafts for payment of bid money
has been withdrawn. Hence, payment through stockinvest would not be accepted in this Issue. No separate
receipts shall be issued for the money payable on the submission of Bid cum Application Form or Revision
Form. However, the collection center of the members of the Syndicate will acknowledge the receipt of the Bid
cum Application Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip.
This acknowledgement slip will serve as the duplicate of the Bid cum Application Form for the records of the
Bidder.
Payment by cash/ / money order
Payment through cash/ / money order shall not be accepted in this Issue.
Submission of Bid cum Application Form
All Bid cum Application Forms or Revision Forms duly completed and accompanied by account payee cheques
or drafts shall be submitted to the members of the Syndicate at the time of submission of the Bid. With respect
to ASBA Bidders, the ASBA BCAF or the ASBA Revision Form shall be submitted to the Designated Branches
of the SCSBs. No separate receipts shall be issued for the money payable on the submission of Bid cum
Application Form or Revision Form. However, the collection centre of the members of the Syndicate will
acknowledge the receipt of the Bid cum Application Forms or Revision Forms by stamping and returning to the
Bidder the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid cum
Application Form for the records of the Bidder.
Other Instructions
Joint Bids in the case of Individuals
Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will be
made out in favor of the Bidder whose name appears first in the Bid cum Application Form or Revision Form
(„First Bidder‟). All communications will be addressed to the First Bidder and will be dispatched to his or her
address.
Multiple Bids
A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required.
Two or more Bids will be deemed to be multiple Bids if the sole or First Bidder is one and the same. The
Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories.
In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple
applications are given below:
• All applications will be checked for common PAN and Bids with common PAN will be identified as multiple
unless they are from mutual funds for different schemes / plans or from portfolio managers registered as
such with SEBI seeking to invest under different schemes / plans.
307
•In case of a Mutual Fund/ a SEBI registered port folio managers, a separate Bid can be made in respect of each
scheme of the Mutual Funds/ scheme and such Bids in respect of more than one scheme will not be treated
as multiple Bids provided that the Bids clearly indicate the scheme for which the Bid has been made. Bids
by QIBs under the Anchor Investor Portion and QIB Portion (excluding Anchor Investor Portion) will not
be considered as multiple Bids.
Permanent Account Number (“PAN”)
The Bidder or in the case of a Bid in joint names, each of the Bidders, should mention his/her PAN allotted
under the I.T. Act. Applications without this information and documents will be considered incomplete and are
liable to be rejected. It is to be specifically noted that Bidders should not submit the GIR number instead
of the PAN as the Bid is liable to be rejected on this ground.
This requirement is not applicable to Bids received on behalf of the Central and State Governments, from
residents of the state of Sikkim and from officials appointed by the courts
Right to Reject Bids
In case of QIB Bidders, our Company, in consultation with the BRLMs may reject Bids provided that the
reasons for rejecting the same shall be provided to such Bidder in writing. In case of Non-Institutional Bidders
and Retail Individual Bidders who Bid, the Company has a right to reject Bids on technical grounds. Consequent
refunds shall be made by RTGS/NEFT/NES/Direct Credit / cheque or pay order or draft and will be sent to the
Bidder‟s address at the Bidder‟s risk. With respect to ASBA Bids, the Designated Branches of the SCSBs shall
have the right to reject ASBA Bids if at the time of blocking the Bid Amount in the Bidder‟s bank account, the
respective Designated Branch ascertains that sufficient funds are not available in the Bidder‟s bank account
maintained with the SCSB. Subsequent to the acceptance of the ASBA Bid by the SCSB, the Company would
have a right to reject the ASBA Bids only on technical grounds.
Grounds for Technical Rejections
Bidders are advised to note that Bids are liable to be rejected among others on the following technical grounds:
1 Amount paid doesn‟t tally with the highest number of Equity Shares Bid for. With respect to ASBA
Bids, the amounts mentioned in the ASBA BCAF does not tally with the amount payable for the value
of the Equity Shares Bid for;
2 In case of partnership firms, Equity Shares may be registered in the names of the individual partners
and no firm as such shall be entitled to apply;
3 Bids by Persons not competent to contract under the Indian Contract Act, 1872, including minors,
insane persons;
4 PAN number not stated and GIR number given instead of PAN number, except for Bids on behalf of
the Central and State Governments, residents of the state of Sikkim and officials appointed by the
courts;
5 Bids by persons who are not eligible to acquire Equity Shares in terms of any rules, regulations and
guidelines.
6 Bids or revisions thereof by QIB Bidders by non-institutional Bidders uploaded after 4:00pm on the
Bids / Offer Closing prices.
7 Bids for lower number of Equity Shares than specified for that category of investors;
8 Bids at a price less than lower end of the Price Band;
9 Bids at a price more than the higher end of the Price Band;
10 Bids at cut-off price by Non-Institutional and QIB Bidders;
308
11 Bids for number of Equity Shares which are not in multiples of [●];
12 Category not ticked;
13 Multiple bids as defined in this Draft Red Herring Prospectus;
14 In case of Bid under power of attorney or by limited companies, corporate, trust etc., relevant
documents are not submitted;
15 Bids accompanied by Stock invest/ money order/postal order/cash;
16 Signature of sole and / or joint bidders missing. With respect to ASBA Bids, the Bid cum Application
form not being signed by the account holders, if the account holder is different from the Bidder;
17 Bid cum Application Form does not have the stamp of the BRLMs or Syndicate Member;
18 ASBA Bid cum Application Form does not have the stamp of the SCSB;
19 Bids by QIBs not submitted through the BRLMs or their affiliates or in case of ASBA Bids for QIBs,
not intimated to the BRLM;
20 Bid cum Application Form does not have Bidder‟s depository account details;
21 In case no corresponding record is available with the Depository that matches three parameters: PAN
of the sole name of the Bidder, Depository Participant‟s identity (DP ID) and beneficiary‟s account
number;
22 Bid cum Application Forms are not delivered by the Bidders within the time prescribed as per the Bid
cum Application Form, Bid/Issue Opening Date advertisement and the Red Herring Prospectus and as
per the instructions in the Red Herring Prospectus and the Bid cum Application Form;
23 With respect to ASBA Bids, inadequate funds in the bank account to block the Bid Amount specified
in the ASBA BCAF at the time of blocking such Bid Amount in the bank account;
24 Bids for amounts greater than the maximum permissible amounts prescribed by the regulations. For
further details, please refer to the paragraph titled „Issue Procedure - Maximum and Minimum Bid
Size‟ beginning on page 293 of this Draft Red Herring Prospectus;
25 Bids where clear funds are not available in Escrow Accounts as per final certificate from the Escrow
Collection Banks;
26 Bids by U.S. Persons (as defined in Regulation S) other than entities in the United States (as defined in
Regulation S) that are „qualified institutional buyers‟ as defined in Rule 144A of the U.S. Securities
Act;
27 Bids by any person outside India if not in compliance with applicable foreign and Indian Laws;
28 Bids not uploaded on the terminals of the Stock Exchanges;
29 Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI
or any other regulatory authority;
30 Bids by OCBs;
31 In case the DP ID, client ID and PAN mentioned in the Bid Cum Application Form and entered into the
electronic bidding system of the Stock Exchanges by the members of the Syndicate do not match with
the DP ID, client ID and PAN available in the records with the depositaries.
32 Non-submissions bank account details in the space provided in the application form.
309
33 Age of the First /Sole Bidder not given; and
34 Application on plain paper.
Basis of Allotment or Allocation
For Retail Individual Bidders
1 Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped together
to determine the total demand under this category. The allotment to all the successful Retail Individual
Bidders will be made at the Issue Price.
2 The Issue less allotment to Non-Institutional and QIB Bidders shall be available for allotment to Retail
Individual Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price.
3 If the aggregate demand in this category is less than or equal to [•] Equity Shares at or above the Issue
Price, full Allotment shall be made to the Retail Individual Bidders to the extent of their valid Bids.
4 If the aggregate demand in this category is greater than [•] Equity Shares at or above the Issue Price,
the allotment shall be made on a proportionate basis not more than [•] Equity Shares. For the method of
proportionate basis of allotment, refer below.
For Non-Institutional Bidders
1 Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to
determine the total demand under this category. The allotment to all successful Non-Institutional
Bidders will be made at the Issue Price.
2 The Issue Size less allotment to QIBs and Retail Portion shall be available for allotment to Non-
Institutional Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price.
3 If the aggregate demand in this category is less than or equal to [•] Equity Shares at or above the Issue
Price, full allotment shall be made to Non-Institutional Bidders to the extent of their demand.
4 In case the aggregate demand in this category is greater than [•] Equity Shares at or above the Issue
Price, allotment shall be made on a proportionate basis not less than [] Equity Shares. For the method
of proportionate basis of allotment refer below.
For Qualified Institutional Bidders (excluding the Anchor Investor Portion)
1 Bids received from the QIB Bidders at or above the Issue Price shall be grouped together to determine
the total demand under this portion. The Allotment to all the QIB Bidders will be made at the Issue
Price.
2 The QIB Portion shall be available for allotment to QIB Bidders who have Bid in the Issue at a price
that is equal to or greater than the Issue Price.
3 Allotment shall be undertaken in the following manner:
(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion (excluding the
Anchor Investor Portion) shall be determined as follows:
(i) In the event that Mutual Fund Bids exceeds 5% of the QIB Portion (excluding the
Anchor Investor Portion), allocation to Mutual Funds shall be done on a
proportionate basis for up to 5% of the QIB Portion (excluding the Anchor Investor
Portion).
310
(ii) In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB
Portion (excluding the Anchor Investor Portion) then all Mutual Funds shall get full
allotment to the extent of valid bids received above the Issue Price.
(iii) Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be
available for allotment to all QIB Bidders as set out in (b) below;
(b) In the second instance Allotment to all QIBs shall be determined as follows:
(i) In the event that the oversubscription in the QIB Portion, all QIB Bidders who have
submitted Bids above the Issue Price shall be allotted Equity Shares on a
proportionate basis for up to 95% of the QIB Portion.
(ii) Mutual Funds, who have received allocation as per (a) above, for less than the
number of Equity Shares Bid for by them, are eligible to receive Equity Shares on a
proportionate basis along with other QIB Bidders.
(iii) Under-subscription below 5% of the QIB Portion (excluding the Anchor Investor
Portion), if any, from Mutual Funds, would be included for allocation to the
remaining QIB Bidders on a proportionate basis.
The aggregate allotment available for allocation to QIB Bidders shall not be more than [•] Equity Shares.
For Anchor Investor Portion
1 Allocation of Equity Shares to Anchor Investors at the Anchor Investor Issue Price will be at the
discretion of the Company, in consultation with the BRLM, subject to compliance with the following
requirements:
(a) not more than 30% of the QIB Portion will be allocated to Anchor Investors;
(b) one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject
to valid Bids being received from domestic Mutual Funds at or above the price at which
allocation is being done to other Anchor Investors;
(c) allocation to Anchor Investors shall be on a discretionary basis and subject to a minimum
number of two Anchor Investors for allocation upto Rs. 25,000 lakhs and minimum number of
five Anchor Investors for allocation more than Rs. 25,000 lakhs.
2 The number of Equity Shares Allotted to Anchor Investors and the Anchor Investor Issue Price, shall
be made available in the public domain by the BRLMs before the Bid/ Issue Opening Date by
intimating the Stock Exchanges.
Method of proportionate basis of allotment in this Issue
In the event of the Issue being over-subscribed, we shall finalise the basis of allotment in consultation with the
Designated Stock Exchange. The Executive Director (or any other senior official nominated by them) of the
Designated Stock Exchange along with the BRLMs and the Registrar to the Issue shall be responsible for
ensuring that the Basis of Allotment is finalised in a fair and proper manner.
The allotment shall be made in marketable lots, on a proportionate basis as explained below:
1. Bidders will be categorised according to the number of Equity Shares applied for;
2. The total number of Equity Shares to be allotted to each category as a whole shall be arrived at on a
proportionate basis, which is the total number of Equity Shares applied for in that category (number of
Bidders in the category multiplied by the number of Equity Shares applied for) multiplied by the
inverse of the over-subscription ratio;
311
3. Number of Equity Shares to be Allotted to the successful Bidders will be arrived at on a proportionate
basis, which is total number of Equity Shares applied for by each Bidder in that category multiplied by
the inverse of the over-subscription ratio.
4. In all Bids where the proportionate Allotment is less than [●] Equity Shares per Bidder, the allotment
shall be made as follows:
i. Each successful Bidder shall be allotted a minimum of [●] Equity Shares; and
ii. The successful Bidders out of the total Bidders for a category shall be determined by draw of
lots in a manner such that the total number of Equity Shares allotted in that category is equal
to the number of Equity Shares calculated in accordance with (b) above.
5. If the proportionate allotment to a Bidder is a number that is more than [●] but is not a multiple of one
(which is the marketable lot), the number in excess of the multiple of one would be rounded off to the
higher multiple of one if that number is 0.5 or higher. If that number is lower than 0.5, it would be
rounded off to the lower multiple of one. All Bidders in such categories would be Allotted Equity
Shares arrived at after such rounding off.
6. If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares
allotted to the Bidders in that category, the remaining Equity Shares available for allotment shall be
first adjusted against any other category, where the allotted shares are not sufficient for proportionate
allotment to the successful Bidders in that category. The balance Equity Shares, if any, remaining after
such adjustment will be added to the category comprising Bidders applying for minimum number of
Equity Shares.
7. Subject to valid Bids being received, allocation of Equity Shares to Anchor Investors shall be at the
sole discretion of the Company, in consultation with the BRLM.
Illustration of Allotment to QIBs and Mutual Funds (“MF”)
A. Issue Details
Sr. No. Particulars Issue details
1. Issue size 2,000 lacs Equity Shares
2. Allocation to QIB (50%) 1,000 lacs Equity Shares
3. Anchor Investor Portion 300 lacs Equity Shares
4. Portion available to QIBs other than Anchor
Investors [(2) minus (3)]
700 lacs Equity Shares
Of which:
a. Allocation to MF (5%) 35 lacs Equity Shares
b. Balance for all QIBs including MFs 665 lacs Equity Shares
3 No. of QIB applicants 10
4 No. of shares applied for 5,000 lacs Equity Shares
B.Details of QIB Bids
Sr. No. Type of QIB bidders# No. of Equity Shares bid for (in lacs)
1 A1 500
2 A2 200
3 A3 1,300
4 A4 500
5 A5 500
6 MF1 400
7 MF2 400
8 MF3 800
9 MF4 200
312
Sr. No. Type of QIB bidders# No. of Equity Shares bid for (in lacs)
10 MF5 200
Total 5,000
# A1-A5: (QIB bidders other than MFs), MF1-MF5 (QIB bidders which are Mutual Funds)
C.Details of Allotment to QIB Bidders/ Applicants
(Number of Equity Shares in lacs)
Type of
QIB
bidders
Equity
Shares bid
for (in
million)
Allocation of 35 lacs Equity
Shares to MF
proportionately (please see
note 2 below)
Allocation of balance 665 lacs
Equity Shares to QIBs
proportionately (please see
note 4 below)
Aggregate
allocation to
MFs
(I) (II) (III) (IV) (V)
A1 500 0 670 0
A2 200 0 268 0
A3 1,300 0 174.1 0
A4 500 0 67 0
A5 500 0 67 0
MF1 400 7 52.6 59.6
MF2 400 7 52.6 59.6
MF3 800 14 105.3 119.3
MF4 200 3.5 26.3 29.8
MF5 200 3.5 26.3 29.8
5,000 35 665 298.2
Please note:
1.The illustration presumes compliance with the requirements specified in this Draft Red Herring Prospectus in
the section titled “Issue Structure” beginning on page 283 of this Draft Red Herring Prospectus.
2.Out of 700 lacs Equity Shares allocated to QIBs, 35 lacs (i.e. 5%) will be allocated on proportionate basis
among five Mutual Fund applicants who applied for 2,000 lacs Equity Shares in QIB category.
3.The balance 665 lacs Equity Shares (i.e. 70-3.5 (available for MFs)) will be allocated on proportionate basis
among 10 QIB applicants who applied for 5,000 lacs Equity Shares (including five MF applicants who
applied for 2,000 lacs Equity Shares).
4.The figures in the fourth column entitled “Allocation of balance 665 lacs Equity Shares to QIBs
proportionately” in the above illustration are arrived as under:
For QIBs other than Mutual Funds (A1 to A5)= No. of shares bid for (i.e. in column II) X
66.5 / 496.5.
For Mutual Funds (MF1 to MF5)= [(No. of shares bid for (i.e. in column II of the table above)
less Equity Shares allotted ( i.e., column III of the table above)] X 79.80 / 495.80.
The numerator and denominator for arriving at allocation of 840 lacs Equity Shares to the 10 QIBs are reduced
by 42 lacs Equity Shares, which have already been allotted to Mutual Funds in the manner specified in column
III of the table above.
Equity Shares in Dematerialized Form with NSDL or CDSL
As per the provisions of Section 68B of the Companies Act, the Equity Shares in this Issue shall be
allotted only in a dematerialized form, (i.e. not in the form of physical certificates but be fungible and be
represented by the statement issued through the electronic mode). In this context, two agreements have been
signed among us, the respective Depositories and the Registrar to the Issue:
a. a tripartite agreement dated 4 March 2008 with NSDL, our Company and Registrar to the Issue;
313
b. a tripartite agreement dated 17 January 2008 with CDSL, our Company and Registrar to the Issue.
All bidders can seek Allotment only in dematerialized mode. Bids from any investor without relevant details of
his or her depository account are liable to be rejected.
(a) A Bidder applying for Equity Shares must have at least one beneficiary account with either of the
Depository Participants of either NSDL or CDSL prior to making the Bid.
(b) The Bidder must necessarily fill in the details (including the Beneficiary Account Number and
Depository Participant‟s Identification number) appearing in the Bid cum Application Form or
Revision Form.
(c) Equity Shares allotted to a successful Bidder will be credited in electronic form directly to the
beneficiary account (with the Depository Participant) of the Bidder
(d) Names in the Bid cum Application Form or Revision Form should be identical to those appearing in the
account details in the Depository. In case of joint holders, the names should necessarily be in the same
sequence as they appear in the account details in the Depository.
(e) Non-transferable allotment advice will be directly sent to the Bidder by the Registrar to this Issue.
Refunds will be made directly by the Registrar to the Issue as per the modes disclosed.
(f) If incomplete or incorrect details are given under the heading „Request for Equity Shares in electronic
form‟ in the Bid cum Application Form or Revision Form, it is liable to be rejected.
(g) The Bidder is responsible for the correctness of his or her demographic details given in the Bid cum
Application Form vis-à-vis those with his or her Depository Participant.
(h) It may be noted that Equity Shares in electronic form can be traded only on the stock exchanges having
electronic connectivity with NSDL and CDSL. All the Stock Exchanges where our Equity Shares are
proposed to be listed have electronic connectivity with CDSL and NSDL.
(i) The trading of the Equity Shares of the Company would be in dematerialized form only for all
investors.
Communications
All future communications in connection with Bids made in this Issue should be addressed to the Registrar to
the Issue quoting the full name of the sole or First Bidder, Bid cum Application Form number, number of Equity
Shares applied for, date, bank and branch where the Bid was submitted and cheque, number and issuing bank
thereof.
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or
post-Issue related problems such as non-receipt of letters of allotment, credit of allotted Equity Shares in
the respective beneficiary accounts, refund orders etc.
Impersonation
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68 A of the
Companies Act, which is reproduced below:
“Any person who:
(a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares
therein; or
(b) otherwise induces a company to allot, or register any transfer of shares therein to him, or any other
person in a fictitious name,
shall be punishable with imprisonment for a term which may extend to five years”.
314
PAYMENT OF REFUND
Bidders other than ASBA Bidders must note that on the basis of the names of the Bidders, Depository
Participant‟s name, DP ID, Beneficiary Account number provided by them in the Bid cum Application Form,
the Registrar to the Issue will obtain, from the Depositories, the Bidders‟ bank account details, including the
nine digit Magnetic Ink Character Recognition (“MICR”) code as appearing on a cheque leaf. Hence Bidders
are advised to immediately update their bank account details as appearing on the records of the Depository
Participant. Please note that failure to do so could result in delays in dispatch of refund order or refunds through
electronic transfer of funds, as applicable, and any such delay shall be at the Bidders‟ sole risk and neither the
Company, the Registrar to the Issue, Escrow Collection Bank(s), Bankers to the Issue nor the BRLMs shall be
liable to compensate the Bidders for any losses caused to the Bidder due to any such delay or liable to pay any
interest for such delay.
Mode of making refunds
The payment of refund, if any, for Bidders other than ASBA Bidders would be done through various modes in
the following order of preference:
1.ECS – Payment of refund would be done through ECS for applicants having an account at any of the centres
where such facility has been made available. This mode of payment of refunds would be subject to
availability of complete bank account details including the MICR code as appearing on a cheque leaf,
from the Depositories. The payment of refunds is mandatory for applicants having a bank account at
any of the centres where such facility is made available, except where the applicant, being eligible, opts
to receive refund through direct credit or RTGS.
2.Direct Credit – Applicants having bank accounts with the Refund Bank (s), as mentioned in the Bid cum
Application Form, shall be eligible to receive refunds through direct credit. Charges, if any, levied by
the Refund Bank(s) for the same would be borne by the Company.
3.RTGS – Applicants having a bank account at any of the centres where such facility is available and whose
refund amount exceeds Rs. 10.00 lacs, has the option to receive refund through RTGS. Such eligible
applicants who indicate their preference to receive refund through RTGS are required to provide the
IFSC code in the Bid cum Application Form. In the event the same is not provided, refund shall be
made through ECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by the
Company. Charges, if any, levied by the applicant‟s bank receiving the credit would be borne by the
applicant.
4.NEFT – Payment of refund shall be undertaken through NEFT wherever the applicants‟ bank has been
assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character
Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from
the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with
MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank
account number while opening and operating the demat account, the same will be duly mapped with
the IFSC Code of that particular bank branch and the payment of refund will be made to the applicants
through this method. The process flow in respect of refunds by way of NEFT is at an evolving stage
and hence use of NEFT is subject to operational feasibility, cost and process efficiency. In the event
that NEFT is not operationally feasible, the payment of refunds would be made through any one of the
other modes as discussed in the sections.
For all other applicants, including those who have not updated their bank particulars with the MICR code, the
refund orders will be dispatched under certificate of posting for value up to Rs. 1,500 and through Speed Post/
Registered Post for refund orders of Rs. 1,500 and above. Such refunds will be made by cheques, pay orders or
demand drafts drawn on the Escrow Collection Banks and payable at par at places where Bids are received.
Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by
the Bidders.
Disposal of Applications and Application Moneys
315
Our Company shall give credit of Equity Share allotted to the beneficiary account with Depository Participants
within 10 (eleven) working days of the Bid Closing Date / Issue Closing Date.
Applicants residing at 68 centers where clearing houses are managed by the Reserve Bank of India (RBI) will
get refunds through ECS only (subject to availability of all information for crediting the refund through ECS)
except where applicants are otherwise disclosed as eligible to get refunds through Direct Credit, NEFT or
RTGS. In case of other applicants, our Company shall ensure dispatch of refund orders, if any, of value up to
Rs. 1,500 by "Under Certificate of Posting", and shall dispatch refund orders above Rs. 1,500, if any, by
registered post or speed post, except for Bidders who have opted to receive refunds through the Direct Credit,
NEFT, RTGS or ECS facility. Applicants to whom refunds are made through electronic transfer of funds will be
sent a letter through ordinary post intimating them about the mode of credit of refund within 11 working days of
closure of Issue. Our Company shall ensure dispatch of refund orders, if any, by "Under Certificate of Posting"
or registered post or speed post or Direct Credit, NEFT, RTGS or ECS, as applicable, only at the sole or First
Bidder's sole risk within 11 working days of the Bid Closing Date/Issue Closing Date, and adequate funds for
making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar
to the Issue by the Issuer. Our Company shall ensure dispatch of allotment advice, refund orders and give
benefit to the beneficiary account with Depository Participants and submit the documents pertaining to the
allotment to the Stock Exchanges within 1 (one) working day of date of Allotment. Our Company shall use best
efforts to ensure that all steps for completion of the necessary formalities for listing and commencement of
trading at all the Stock Exchanges where the Equity Shares are proposed to be listed, are taken within 4 (four)
working days after the finalisation of the basis of allotment. In accordance with the Companies Act, the
requirements of the Stock Exchanges and the SEBI Regulations we further undertake that:
1. allotment of Equity Shares shall be made only in dematerialised form within 10 (ten) working days of
the Bid /Issue Closing Date;
2. dispatch of refund orders, except for Bidders who can receive refunds through Direct Credit, NEFT,
RTGS or ECS, shall be done within 11 (eleven) working days from the Bid/Issue Closing Date would
be ensured;
3. instructions to SCSBs to unblock the funds in the relevant ASBA Account for withdrawn rejected or
unsuccessful Bids shall be made within 10 (ten) working days of the Bid/Issue Closing Date shall be
ensured; and
4. We shall pay interest at 15% p.a. if the allotment letters/ refund orders have not been dispatched to the
applicants or if, in a case where the refund or portion thereof is made in electronic manner through
Direct Credit, NEFT, RTGS or ECS, the refund instructions have not been given to the clearing system
in the disclosed manner within 8 (eight) days, as per Section 73 of the Companies Act, post the 10th
working day from the Bid/Issue Closing Date or if instructions to SCSBs to unblock funds in the
ASBA Accounts are not given within 11 working days of the Bid/Issue Closing Date, as the case may
be and as stated above.
The Registrar to the Issue and our Company shall file the confirmation of demat credit of Equity Shares and
refund dispatch with the stock exchanges within 11 working days of the Bid/Issue Closing Date.
Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by us, as an Escrow
Collection Bank and payable at par at places where Bids are received, except for Bidders who have opted to
receive refunds through the Direct Credit, NEFT, RTGS or ECS facility. Bank charges, if any, for encashing
such cheques, pay orders or demand drafts at other centers will be payable by the Bidders
Interest in case of delay in dispatch of Allotment Letters or Refund Orders/ instruction to SCSB by the
Registrar
The Company agrees that the Allotment of Equity Shares in the Issue shall be made not later than 10 working
days of the Bid/ Issue Closing Date. The Company further agrees that it shall pay interest at the rate of 15% p.a.
if the allotment letters or refund orders have not been dispatched to the applicants or if, in a case where the
refund or portion thereof is made in electronic manner, the refund instructions have not been given in the
disclosed manner within 11 working days from the Bid/ Issue Closing Date or instructions to SCSBs to unblock
funds in the ASBA Accounts shall be given within 11 working days of the Bid/Issue Closing Date, as the case
may be.
316
The Company will provide adequate funds required for dispatch of refund orders or allotment advice to the
Registrar to the Issue.
Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by the Company as a
Refund Bank and payable at par at places where Bids are received. Bank charges, if any, for encashing such
cheques, pay orders or demand drafts at other centres will be payable by the Bidders.
Undertaking by the Company
We undertake as follows:
1. that the complaints received in respect of this Issue shall be attended to expeditiously and satisfactorily;
2. that all steps will be taken for the completion of the necessary formalities for listing and
commencement of trading at all the stock exchanges where the Equity Shares are proposed to be listed
within 12 (twelve) working days of the Bid/Issue Closing Date;
3. that the funds required for making refunds as per the modes disclosed or dispatch of allotment advice
by registered post or speed post shall be made available to the Registrar to the Issue by us;
4. That where refunds are made through electronic transfer of funds, a suitable communication shall be
sent to the applicant within 11 working days of the Bid/ Issue Closing Date, giving details of the bank
where refunds shall be credited along with amount and expected date of electronic credit of refund;
5. Instructions to SCSBs to unblock funds in the ASBA Accounts shall be given within 10 working day of
the Bid/Issue Closing Date
6. That the certificates of the securities/ refund orders to the non-resident Indians shall be dispatched
within specified time;
7. That no further issue of Equity Shares shall be made till the Equity Shares offered through the Red
Herring Prospectus are listed or until the Bid monies are refunded on account of non-listing, under-
subscription etc.; and
8. That adequate arrangements shall be made to collect all Applications Supported by Blocked Amount
and to consider them similar to non-ASBA applications while finalizing the Basis of Allotment.
Withdrawal of the Issue
The Company, in consultation with the BRLM, reserves the right not to proceed with the Issue anytime after the
Bid/Issue Opening Date but before the Allotment of Equity Shares. In such an event the Company would issue a
public notice in the newspapers, in which the pre-Issue advertisements were published, within two days of the
Bid/ Issue Closing Date, providing reasons for not proceeding with the Issue. The Company shall also inform
the same to Stock Exchanges on which the Equity Shares are proposed to be listed.
Any further issue of Equity Shares by the Company shall be in compliance with applicable laws.
If our Company withdraws the Issue after the closure of bidding, our Company shall be required to file a fresh
draft red herring prospectus with SEBI.
Utilization of the Issue proceeds
The Board of Directors of our Company certifies that:
(a)all monies received out of the Issue shall be transferred to a separate Bank Account other than the bank
account referred to in sub-section (3) of Section 73 of the Companies Act;
(b)details of all monies utilized out of this Issue referred above shall be disclosed under an appropriate separate
317
head in the balance sheet of the Company indicating the purpose for which such unutilized monies have
been invested; and
(c)details of all unutilized monies out of this Issue, if any, shall be disclosed under an appropriate separate head
in the balance sheet of our Company indicating the form in which such unutilized monies have been
invested.
318
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy of the GoI, as notified through
press notes and press releases issued from time to time, and FEMA and circulars and notifications issue
thereunder. While the Industrial Policy prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in
which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign
investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior
approvals, but the foreign investor is required to follow certain prescribed procedures and reporting
requirements for making such investment. The government bodies responsible for granting foreign investment
approvals are the Foreign Investment Promotion Board of the Government of India (“FIPB”) and the RBI
Investment by Non-Resident Indians
A variety of special facilities for making investments in India in shares of Indian companies is
available to individuals of Indian nationality or origin residing outside India (“NRIs”). These facilities
permit NRIs to make portfolio investments in shares and other securities of Indian companies on a
basis not generally available to foreign investors. Under the portfolio investment scheme, NRIs are
permitted to purchase and sell equity shares of a company through a registered broker on the stock
exchanges. NRIs collectively should not own more than 10% of the post-offer paid up capital of the
company. However, this limit may be increased to 24% if the shareholders of the company pass a
special resolution to that effect. No single NRI may own more than 5% of the post-offer paid up
capital of the company. NRI investment in foreign exchange is now fully repatriable whereas
investments made in Indian Rupees through rupee accounts remain non-repatriable.
As per the RBI Exchange Control Department Circular No. ADP (DIR Series) 13 dated November 29,
2001, OCBs are not permitted to invest under the portfolio investment scheme in India. However,
OCBs would continue to be eligible for making foreign direct investment under FEMA and the
regulations thereunder as per notification no. FEMA 20/20000 RB dated May 3, 2000. Also, OCBs
can sell their existing shareholdings through a registered broker on the stock exchanges.
Investment by Foreign Institutional Investors
Foreign Institutional Investors (“FIIs”) including institutions such as pension funds, investment trusts,
asset management companies, nominee companies and incorporated, institutional portfolio managers
can invest in all the securities traded on the primary and secondary markets in India. FIIs are required
to obtain an initial registration from SEBI and a general permission from the RBI to engage in
transactions regulated under FEMA. FIIs must also comply with the provisions of the SEBI (Foreign
Institutional Investors) Regulations, 1995, as amended from time to time. The initial registration and
the RBI‟s general permission together enable the registered FII to buy (subject to the ownership
restrictions discussed below) and sell freely securities issued by Indian companies, to realize capital
gains or investments made through the initial amount invested in India, to subscribe or renounce
rights issues for shares, to appoint a domestic custodian for custody of investments held and to
repatriate the capital, capital gains, dividends, income received by way of interest and any
compensation received towards a sale or renunciation of rights issues of shares.
Ownership restrictions of FIIs
Under the portfolio investment scheme, the overall issue of shares to FIIs on a repatriation basis
should not exceed 24% of post-issue paid-up capital of a company. However, the limit of 24% can be
raised up to the permitted sectoral cap for that company if the approval of the board of directors and
the shareholders of the company is obtained. The offer of shares to a single FII should not exceed
10% of the post-issue paid-up capital of the company. In respect of an FII investing in shares of a
company on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed
10% of the total issued capital of that company. Under the SEBI Takeover Regulations, upon the
acquisition of more than 5.0% of the outstanding shares or voting rights of a listed public Indian
319
company, a purchaser is required to notify the company of such acquisition, and the company and the
purchaser are required to notify all the stock exchanges on which the shares of such company are
listed. Upon the acquisition of 15.0% or more of such shares or voting rights or a change in control of
the company, the purchaser is required to make an open offer to the other shareholders offering to
purchase at least 20.0% of all the outstanding shares of the company at a minimum offer price as
determined pursuant to the SEBI Takeover Regulations. The above information is given for the
benefit of the Bidders and neither the Company nor the BRLM are liable for any modifications that
may be made after the date of this Red Herring Prospectus.
320
SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY
ARTICLE
NO.
PARTICULARS DETAILS
SHARE CAPITAL
3. Share Capital The Authorised Share Capital of the Company is Rs.60,00,00,000 divided
into 6,00,00,000 shares of Rs.10/- each with power to increase, reduce,
consolidate, divide, sub-divide any or all of its Share Capital and attach
thereto such preferential, modified or special rights as may be determined,
cancel and convert of all or any of its paid-up capital into stock and re-
convert that stock into paid-up shares of any denomination as may be
decided upon by the Company.
The Company in the General Meeting may from time to time by a Special
resolution increase the capital by creation of new shares, such increase be
of such aggregate amount and to be divided into shares of such amount as
the Resolution shall prescribe. The new shares shall be issued on such
terms and conditions and with such rights and privileges annexed thereto
as the resolution shall prescribe, and in particular such shares may be
issued with a preferential or qualified right to dividend and in distribution
of assets of the company and with a right of voting in general meetings of
the Company in conformity with Sections 87 and 88 of the Act. Whenever
the Capital of the company has been increased under the provisions of this
Article, the Directors shall comply with the provisions of Section 97 of the
Act.
4. Shares at the
disposal of
Directors
Subject to the provisions of Section 81 of the Act and these Articles, the
shares in the capital of the company for the time being shall be under the
control of the Directors who may issue, allot or otherwise dispose of the
same or any of them to such persons, in such proportion and on such terms
and conditions and either at a premium or at par or (subject to the
compliance with the provision of Section 79 of the Act) at a discount and
at such time as they may from time to time think fit and with the sanction
of the company in the General Meeting to give to any person or persons
the option or right to call for any shares either at par or premium during
such time and for such consideration as the Directors think fit, and may
issue and allot shares in the capital of the company on payment in full or
part of any property sold and transferred or for any services rendered to the
company in the conduct of its business and any shares which may so be
allotted may be issued as fully up shares and if so issued, shall be deemed
to be fully paid shares. Provided that option or right to call of shares shall
not be given to any person or persons without the sanction of the company
in the General Meeting.
4.1 Further issue of
Shares
Where at the time after the expiry of two years from the formation of the
company or at any time after the expiry of one year from the allotment of
shares in the company made for the first time after its formation,
whichever is earlier, it is proposed to increase the subscribed capital of the
company by allotment of further shares either out of the un-issued capital
or out of the increased share capital then:
a) Such further shares shall be offered to the persons who at the date of
the offer, are holders of the equity shares of the company, in
proportion, as near as circumstances admit, to the capital paid up on
those shares at the date.
b) Such offer shall be made by a notice specifying the number of shares
offered and limiting a time not less than fifteen days from the date of
the offer and the offer if not accepted, will be deemed to have been
declined.
c) The offer aforesaid shall be deemed to include a right exercisable by
321
ARTICLE
NO.
PARTICULARS DETAILS
the person concerned to renounce the shares offered to them in
favour of any other person and the notice referred to in sub clause
(b) hereof shall contain a statement of this right.
d) After expiry of the time specified in the aforesaid notice or on
receipt of earlier intimation from the person to whom such notice is
given that he declines to accept the shares offered, the Board of
Directors may dispose them off in such manner as they think most
beneficial to the company
4.2 Notwithstanding anything contained in sub-clause (1) thereof, the further
shares aforesaid may be offered to any persons (whether or not those
persons include the persons referred to in clause (a) of sub-clause (1)
hereof in any manner whatsoever.
a) If a special resolution to that effect is passed by the company in
General Meeting, or
b) Where no such special resolution is passed, if the votes cast
(whether on a show of hands or on a poll as the case may be) in
favour of the proposal contained in the resolution moved in general
meeting (including the casting vote, if any, of the Chairman) by the
members who, being entitled to do so, vote in person, or where
proxies are allowed, by proxy, exceed the votes, if any, cast against
the proposal by members, so entitled and voting and the Central
Government is satisfied, on an application made by the Board of
Directors in this behalf that the proposal is most beneficial to the
company.
4.3 Nothing in sub-clause (c) of (1) hereof shall be deemed ;
a) To extend the time within which the offer should be accepted; or
b) To authorise any person to exercise the right of renunciation for a
second time on the ground that the person in whose favour the
renunciation was first made has declined to take the shares
comprised in the renunciation.
4.4 Nothing in this Article shall apply to the increase of the subscribed capital
of the company caused by the exercise of an option attached to the
debenture issued or loans raised by the company :
a) To convert such debentures or loans into shares in the company
b) To subscribe for shares in the company.
Provided that the terms of issue of such debentures or the terms of such
loans include a term providing for such option and such terms :
a) Either has been approved by the Central Government before the
issue of the debentures or the raising of the loans or is in conformity
with Rules, if any, made by that Government in this behalf; and
b) In the case of debentures or loans or other than debentures issued to
or loans obtained from Government or any institution specified by
the Central Government in this behalf, has also been approved by a
special resolution passed by the company in General Meeting before
the issue of the debentures or raising of the loans.
c)
5. Return of allotment As regards all allotments made from time to time the Company shall duly
comply with Section 75 of the Act.
6. Issue of shares with Subject to the provision of the Act and other applicable provisions of law,
322
ARTICLE
NO.
PARTICULARS DETAILS
differential rights the Company may issue shares, either equity or any other kind with non-
voting rights or otherwise or with differential rights as to dividend and the
resolution(s) authorizing such issues shall prescribe the terms and
governing such issues.
7. Shares at a
discount
With the previous authority of the Company in general meeting and the
sanction of the Court / Company Law Tribunal and upon otherwise
complying with Section 79 of the Act the Board may issue at a discount
shares of a class already issued.
8. Redeemable
Preference Shares
(1) Subject to the provisions of this section, a company limited by shares
may, if so authorized by its articles, issue preference shares which are, or
at the option of the company are to be liable, to be redeemed :
Provided that -
(a) no such shares shall be redeemed except out of profits of the company
which would otherwise be available for dividend or out of the proceeds of
a fresh issue of shares made for the purposes of the redemption;
(b) no such shares shall be redeemed unless they are fully paid;
(c) the premium, if any, payable on redemption shall have been provided
for out of the profits of the company or out of the company's security
premium account, before the shares are redeemed;
(d) where any such shares are redeemed otherwise than out of the proceeds
of a fresh issue, there shall, out of profits which would otherwise have
been available for dividend, be transferred to a reserve fund, to be called
the capital redemption reserve account, a sum equal to the nominal amount
of the shares redeemed; and the provisions of this Act relating to the
reduction of the share capital of a company shall, except as provided in this
section, apply as if the capital redemption reserve account were paid-up
share capital of the company..”
The company may issue/convert/redeem the Preference shares including
Cumulative Convertible Preference Shares and Cumulative Preference
Shares to and in accordance with Section 80 of the Act.
(1) Subject to the provisions of this section, a company limited by shares
may, if so authorized by its articles, issue preference shares which are, or
at the option of the company are to be liable, to be redeemed :
Provided that -
(a) no such shares shall be redeemed except out of profits of the company
which would otherwise be available for dividend or out of the proceeds of
a fresh issue of shares made for the purposes of the redemption;
(b) no such shares shall be redeemed unless they are fully paid;
(c) the premium, if any, payable on redemption shall have been provided
for out of the profits of the company or out of the company's security
premium account, before the shares are redeemed;
(d) where any such shares are redeemed otherwise than out of the proceeds
of a fresh issue, there shall, out of profits which would otherwise have
been available for dividend, be transferred to a reserve fund, to be called
the capital redemption reserve account, a sum equal to the nominal amount
of the shares redeemed; and the provisions of this Act relating to the
reduction of the share capital of a company shall, except as provided in this
section, apply as if the capital redemption reserve account were paid-up
share capital of the company.
The company may issue/convert/redeem the Preference shares including
Cumulative Convertible Preference Shares and Cumulative Preference
Shares to and in accordance with Section 80 of the Act:
(1) A limited company having a share capital, may, if so authorised by its
articles, alter the conditions of its memorandum as follows, that is to say, it
323
ARTICLE
NO.
PARTICULARS DETAILS
may -
(a) increase its share capital by such amount as it thinks expedient by
issuing new shares;
(b) consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(c) convert all or any of its fully paid up shares into stock, and reconvert
that stock into fully paid up shares of any denomination;
(d) sub-divide its shares, or any of them, into shares of smaller amount
than is fixed by the memorandum, so however, that in the sub-division the
proportion between the amount paid and the amount, if any, unpaid on
each reduced share shall be the same as it was in the case of the share from
which the reduced share is derived;
(e) Cancel shares which, at the date of the passing of the resolution in that
behalf, have not been taken or agreed to be taken by any person, and
diminish the amount of its share capital by the amount of the shares so
cancelled.
The shareholder‟s rights attached to the shares of any class maybe varied
with the consent of the Shareholders may be varied from time to time
subject to the provisions of Sections 106 and 107 of the Act.
The Company shall keep the Register of Members and the Register of
debenture Holders in accordance with Section 150 and 152 of the Act.
Upon issuance of shares and debentures the Company is authorized to keep
subject to Section 157 and 158 of the Act in any State or country outside
India a Branch Register of Members resident in that State or country.
The Company shall cause to be kept an Index of Members and an Index of
Debenture Holders in accordance with Sections 151 and 152 of the Act.
9. Purchase of
Company‟s own
Shares
The Company shall purchase its own shares and other specified securities
subject to the provisions of Section 77-A (2) and 77-B out of its free
reserves or securities premium account or proceeds of any shares or other
specified securities. Provided that no buy-back of any kind of shares or
other securities shall be made out of proceeds of an earlier issue of the
shares or same kind of other specified securities.
10. Numbering of
Shares
Each share in the share capital shall be distinguished by its appropriate
number in accordance with Section 83 of the Act. Every forfeited or
surrendered share shall continue to bear the number by which the same
was originally distinguished.
Provided that nothing in Section 83 of the Act shall apply to the shares
held with the Depository.
11. Company not
bound to recognise
any interest in
share other that of
registered holder or
beneficial owner
Except as ordered by the Court of competent jurisdiction or as required by
Law, the company shall be entitled to treat the persons whose name
appears on the register of members as the holder of any share or where the
name appears as the beneficial owner of shares in the records of the
Depository, as the absolute owner thereof and accordingly shall not be
bound to recognize any benami trust or equitable, contingent future or
partial interest in any shares(except only as is by these articles otherwise
expressly provided)or any right in respect of a share other than an absolute
right thereto in accordance with these articles on the part of any other
person whether or not it shall have express or implied notice thereof.
12. Sweat Equity
Shares
Notwithstanding anything contained in these Articles, subject to the
provisions of section 79A and any other applicable provisions of the Act or
any other law for the time being in force, the Board of Directors may from
time to time issue Sweat Equity Shares.
CERTIFICATES
13. Certificates Except where shares of the Company are held in Depository the certificates
324
ARTICLE
NO.
PARTICULARS DETAILS
of title to shares shall be issued under the Seal of the Company.
14 Member‟s right to
Certificate
a) Every member shall be entitled, without payment, to one or more
certificates in marketable lots for all the shares of each class or
denomination registered in his name, or if the directors so approve
(upon paying such fee as the Directors may from time to time
determine) to several certificates, each for one or more of such shares
and the company shall complete and have ready for delivery such
certificates within three months from the date of allotment, unless the
conditions of issue thereof otherwise provide, or within two months of
the receipt of application of registration of transfer, transmission, sub-
division, consolidation or renewal of any of its shares as the case may
be. Every certificate of shares shall be under the seal of the company
and shall specify the number and distinctive numbers of shares in
respect of which it is issued and amount paid-up thereon and shall be
in such form as the directors may prescribe or approve, provided that
in respect of a share or shares held jointly by several persons, the
company shall not be borne to issue more than one certificate and
delivery of a certificate of shares to one of several joint holders shall
be sufficient delivery to all such holder.
b) Any two or more joint allottees of shares shall, for the purpose of this
Article, be treated as single Member, and the Certificate of any Share,
which may be the subject of joint ownership, may be delivered to
any one of such joint owners on behalf of all of them. For any further
Certificate, the Board shall be entitled, but shall not be bound, to
prescribe a charge not exceeding one rupee. The Company shall
comply with the provisions of Sections 113 of the Act. The Company
shall not be bound to register more than 3 persons as the joint holders
of any share except in the case of executors or trustees of a deceased
member and in respect of a share held jointly by several persons, the
Company shall not issue more than one certificate and the delivery of
a certificate for a share to any one of several joint holders shall be
sufficient delivery to all such holders.
c) A Director may sign a Share Certificate by affixing his signature
thereon by
means of any machine, equipment or other mechanical means, such
as, engraving in metal or lithography, but not by means of a rubber
stamp, provided that the Directors shall be responsible for the safe
custody of such machine, equipment or other material used for the
purpose.
(d) The provisions stated above shall not be applicable to dematerialised
shares and shares held in fungible form with a Depository.
15. As to issue new
certificate in place
of one sub-
divided, defaced,
lost or destroyed
etc
If any certificate be worn out or defaced mutilated or torn or if there be no
further space on the back thereof for endorsement of transfer, then upon
production and surrender, then upon production thereof to the Company
and may issue a new certificate in lieu thereof, and if any certificate be lost
or destroyed, then, up to proof thereof to the satisfaction of the Company
and on such indemnity as the Company deems adequate being given a new
certificate in lieu thereof. Every certificate under the Article shall be issued
without payment of fees if the Directors‟ to decide, upon payment of such
fees (not exceeding Rs. 2/- for each certificate.) as the Directors shall
prescribe.
Provided that no fee shall be charged for issue of new certificates in
replacement of those which are old, defaced or worn out or where there is
no further space on the back thereof for endorsement of transfer
Provided that notwithstanding what is stated above the Directors shall
comply with such Rules or Regulation or requirements of any Stock
325
ARTICLE
NO.
PARTICULARS DETAILS
Exchange or the Rules made under the Act or the Rules made under
Securities Contracts (Regulation) Act, 1956 or any other Act, or Rules
applicable in this behalf.
The provisions of this Article shall mutates mutandis apply to debentures
of the Company.
No Certificate of any Shares shall be issued either in exchange of those
which are subdivided or consolidated or in old, decrepit, worn out, or
where the cages on the reverse for recording transfers have been duly
utilised, unless the Certificate in lieu of which it is issued is surrendered to
the Company.
When a new Share Certificate has been issued in pursuance of clause (a) of
this Articles, it shall state on the face of it and against the stub or
counterfoil to the effect that it is “Issued in lieu of Share Certificate no.
…….sub-divided/ replaced/on consolidation of Shares”.
When a new Share Certificate has been issued in pursuance of clause (c) of
this Articles, it shall state on the face of it and against the stub or
counterfoil to the effect that it is a duplicate issued in lieu of Share
Certificate no……………. The word „DUPLICATE‟ shall be stamped or
punched in bold letters across the face of the Share Certificate.
Where a new Share Certificate has been issued in pursuance of clause (a)
or clause (c) of this Articles, particulars of every such Share Certificate
shall be entered in a Register of Renewed and Duplicate Certificates
indicating against the names of the persons to whom the Certificate is
issued, the number and date of issue of the Share Certificate in lieu of
which the new Certificate is issued, and the necessary changes shall be
indicated in the Register of Member by suitable cross references in the
“Remarks” column.
All blank forms to be used for issue of Share Certificates shall be printed,
and the printing shall be done only on the authority of a Resolution of the
Board. The blank forms shall be consecutively numbered and the forms
and the blocks, engravings, facsimiles and dies relating to the printing of
such forms shall be kept in the custody of the Secretary or such other
persons as the Board may appoint for the purpose, and the Secretary or the
other person aforesaid shall be responsible for rendering an account of
these forms to the Board.
The Managing Director of the Company for the time being, or if the
Company has no Managing Director every Director of the Company shall
be responsible for the maintenance, preservation and safe custody of all
books and documents relating to the issue of Share Certificates except the
blank forms of Share Certificates referred to in sub-Article (f).
All books referred to in the above clause shall be preserved in good order.
16. Commission and
Payment
Subject to the provisions of Section 76 of the Act, the company may at any
time pay a commission to any person in consideration of his subscribing or
agreeing to subscribe (whether absolutely or conditionally) for any shares
of or debentures in the Company, or procuring or agreeing to procure
subscriptions (whether absolute or conditional) for any shares in or
debentures of upon fulfilling the conditions as set out in the said section,
subject to the following conditions:
(i) the payment of the commission is authorised by the articles;
326
ARTICLE
NO.
PARTICULARS DETAILS
(ii) the commission paid or agreed to be paid does not exceed in the case of
shares, five per cent of the price at which the shares are issued or the
amount or rate authorised by the articles, whichever is less, and in the case
of debentures, two and a half per cent of the price at which the debentures
are issued or the amount or rate authorised by the articles, whichever is
less;
(iii) the amount or rate per cent of the commission paid or agreed to be
paid is -
in the case of shares or debentures offered to the public for subscription,
disclosed in the prospectus; and in the case of shares or debentures not
offered to the public for subscription, disclosed in the statement in lieu of
prospectus, or in a statement in the prescribed form signed in like manner
as a statement in lieu of prospectus and filed before the payment of the
commission with the Registrar and, where a circular or notice, not being a
prospectus inviting subscription for the shares or debentures, is issued, also
disclosed in that circular or notice; and
(iv) the number of shares or debentures which persons have agreed for a
commission to subscribe absolutely or conditionally is disclosed in the
manner aforesaid.
JOINT HOLDERS OF SHARE
17. Joint-holders
Maximum Number
Liability several as
well as joint
Survivors of Joint
holders only
recognised
Delivery of
Certificate
Where two or more persons are registered as the holders of any shares they
shall be deemed to hold the same as joint-tenants with benefit of
survivorship subject to the provisions following and to the other provisions
of these Articles relating to joint-holders:-
The Company shall not be bound to register more than three persons as the
joint-holders of any shares.
The joint-holders of a share shall be liable severally as well as jointly in
respect of calls or instalments and other payments which ought to be made
in respect of such share.
On the death of any one of such joint-holders the survivor or survivors
shall be the only person or persons recognised by the Company as having
any title to or interest in such share but the Board may require such
evidence of death as it may deem fit.
Only the person whose name stands first in the Register as one of the joint-
holders of any share shall unless otherwise directed in writing by all joint
holders and confirmed in writing by the Company be entitled to delivery of
the certificate relating to such share or to receive notices (which expression
shall be deemed to include all documents) from the company and any
notice given to or served on such person shall be deemed as notice or
service to all the joint holders.
Any one of the joint holders of a share may give effectual receipts for any
dividend or other moneys payable in respect of such share or bonus share.
Subject to the provisions of these Articles, the person first named in the
Register as one of the joint holders shall be deemed as a sole holder thereof
for all matters connected with the company.
CALLS
18. Calls The Board may from time to time, subject to the terms on which any shares
may have been issued and subject to the conditions of allotment, by a
327
ARTICLE
NO.
PARTICULARS DETAILS
resolution passed at a meeting of the Board (and not by circular resolution)
make such a call as it thinks fit upon the members in respect of any
moneys unpaid on the shares held by them respectively and each member
shall pay the amount of every call so made on him to the person or persons
and at times and places appointed by the Board.
19. When call deemed
to have been made
A call shall be deemed to have been made at the time when the resolution
authorising such call was passed at a meeting of the Board
20. Notice of call Not less than 14 day‟s notice of any call shall be given specifying the time
and place of payment and to whom such call shall be paid.
21. Amount payable at
fixed times or
payable as calls
The joint-holders of share shall be jointly and severally liable to pay all
calls in respect thereof.
22. When interest on
call or instalment
payable
The Board may, from time to time, at its discretion extend the time fixed
for the payment of any call, and may extend such time as to all or any of
the Members who, because of their residence at a distance or for some
other cause, the Board may deem fairly entitled to such extension but no
member shall be entitled to such extension save as a matter of grace and
favour.
The company may pay interest subject to the conditions and restrictions
provided under Sec 208 of the Act.
The Board may, from time to time, at its discretion extend the time fixed
for the payment of any call, and may extend such time as to all or any of
the Members who, because of their residence at a distance or for some
other cause, the Board may deem fairly entitled to such extension but no
member shall be entitled to such extension save as a matter of grace and
favour.
If any member fails to pay any call due from him on the day appointed for
payment thereof, or any extended day authorized by the Board under the
preceding articles, he shall be liable to pay interest on the same from time
to time of actual payment at such rate as shall from time to time be fixed
by the Board. But, nothing in this Article shall render it obligatory for the
board to demand or recover any interest from any such Member.
Any sum, which by the terms of the issue of a share, becomes payable on
allotment or at any fixed date, whether on account of the nominal value of
the share or by way of premium, shall, for the purpose of these Articles, be
deemed to be a call duly made and payable on the date on which, by the
terms of the issue, the same become payable, and in case of non payment,
all the relevant provisions of these Articles as to payment of interest and
expenses, forfeiture or otherwise shall apply as if such sum had become
payable by virtue of a call duly made and notified.
The company may pay interest subject to the conditions and restrictions
provided under S. 208 of the Act.
The Board may, from time to time, at its discretion extend the time fixed
for the payment of any call, and may extend such time as to all or any of
the Members who, because of their residence at a distance or for some
other cause, the Board may deem fairly entitled to such extension but no
member shall be entitled to such extension save as a matter of grace and
favour.
If any member fails to pay any call due from him on the day appointed for
payment thereof, or any extended day authorized by the Board under the
preceding articles, he shall be liable to pay interest on the same from time
328
ARTICLE
NO.
PARTICULARS DETAILS
to time of actual payment at such rate as shall from time to time be fixed
by the Board. But, nothing in this Article shall render it obligatory for the
board to demand or recover any interest from any such Member.
Any sum, which by the terms of the issue of a share, becomes payable on
allotment or at any fixed date, whether on account of the nominal value of
the share or by way of premium, shall, for the purpose of these Articles, be
deemed to be a call duly made and payable on the date on which, by the
terms of the issue, the same become payable, and in case of non payment,
all the relevant provisions of these Articles as to payment of interest and
expenses, forfeiture or otherwise shall apply as if such sum had become
payable by virtue of a call duly made and notified.
23. Evidence in action
by Company
against
shareholders
On the trial or hearing of any action or suit brought by the Company
against any member or his representative to recover any debt or money
claimed to be due to the Company in respect of his shares, it shall be
sufficient to prove that the name of the defendant is, or was, when the
claim arose, on the register of the Company as a holder or one of the
holders of the number of shares in respect of which such claim is made,
that the resolution making the call is duly recorded in the minute book and
that the amount claimed is not entered as paid in the minute book and that
the amount claimed is not entered as paid in the books of the Company and
it shall not be necessary to prove the appointment of the Directors who
made any call, nor that a quorum of Directors was present at the meeting at
which any call was made nor that such meeting was duly convened or
constituted, nor any other matter whatsoever; but the proof of the matters
aforesaid shall be conclusive evidence of the debt.
24. Payment in
anticipation of call
may carry interest
The Directors may, if they think fit, subject to the provisions of Section 92
of the Act, agree to and receive from any member willing to advance the
same whole or any part of the moneys due upon the shares held by him
beyond the sums actually called for, and upon the amount so paid or
satisfied in advance, or so much thereof as from time to tome exceeds the
amount of the calls then made upon the shares in respect of which such
advance has been made, the Company may pay interest at such rate, as the
member paying such sum in advance and the Directors agree upon
provided that money paid in advance of calls shall not confer a right to
participate in profits or dividend. The Directors may at any time repay the
amount so advanced.
The members shall not be entitled to any voting rights in respect of the
moneys so paid by him until the same would but for such payment,
become presently payable.
The provisions of these Articles shall mutatis mutandis apply to the calls
on debentures of the Company.
25. Revocation of call A call may be revoked or postponed at the discretion of the Board.
FORFEITURE AND LIEN
26. If call or
installment not
paid, notice may be
given
If any member fails to pay any call or instalment on or before the day
appointed for the payment of the same the Board may at any time
thereafter during such time as the call or instalment remains unpaid, serve
a notice on such member requiring him to pay the same, together with any
interest that may have accrued and all expenses that may have been
incurred by the Company by reason of such non-payment.
27. Form of notice The notice shall name a day (not being less than fourteen days from the
date of the notice) and a place or places on and at which such call or
329
ARTICLE
NO.
PARTICULARS DETAILS
instalment and such interest at such rates as the Directors shall determine,
from the day on which such call or instalment ought to have been paid and
expenses as aforesaid are to be paid. The notice shall also state that in the
event of non-payment at or before the time, and at the place or places
appointed, the shares in respect of which such call was made or instalment
is payable will be liable to be forfeited.
28. If notice not
complied with
shares may be
forfeited
If the requisitions of any such notice as aforesaid be not complied with any
shares in respect of which such notice has been given may, at any time
thereafter, before payment of all calls or instalment, interest and expenses,
due in respect thereof, be forfeited by a resolution of the Board to that
effect. Such forfeiture shall include all dividends declared in respect of the
forfeited shares and not actually paid before the forfeiture
29. Notice after
forfeiture
When any share shall have been so forfeited, notice of the resolution shall
be given to the member in whose name it stood immediately prior to the
forfeiture and an entry of the forfeiture, with the date thereof, shall
forthwith be made in the Register, but no forfeiture shall be in any manner
invalidated by any omission or neglect to give such notice or to make such
entry as aforesaid.
30. Forfeited shares to
become the
property of the
Company
Any share so forfeited shall be deemed to be the property of the Company,
and the Board may sell, re-allot or otherwise dispose of either to the
original holder thereof or to any other person the same in such manner as it
thinks fit.
31. Power to annual
forfeiture
The Board may, at any time before any share so forfeited shall have been
sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon
such condition as they think fit.
32. Arrears to be paid
notwithstanding
forfeiture
Any member whose share has been forfeited in respect of the forfeited
shares, but shall, notwithstanding, remain liable to pay, and shall forthwith
pay to the Company all calls, instalments, interests and expenses, owing
upon or in respect of such shares at the time of the forfeiture, together with
interest thereon, from the time of the forfeiture until payment, at such rate
as the Board may determine and the Board may enforce, the payment
thereof as it thinks fit.
33. Effect of forfeiture The forfeiture of the share shall involve the extinction of all interest in and
also of all claims and demands against the Company in respect of the
share, and all other rights incidental to the share except only such of those
rights as by these Articles are expressly saved
34. Evidence of
forfeiture
A duly verified declaration in writing that the declarant is a Director of the
Company, and that certain shares in the Company have been duly forfeited
on a date stated in the declaration shall be conclusive evidence of the facts
therein stated as against all persons claiming to be entitled to the shares.
35. Company‟s lien on
shares
The Company shall have a first and paramount lien upon all the
shares/debentures (other than fully paid-up shares/debentures). In case of
party paid shares, the Issuer‟s lien shall be restricted to monies called or
payable at a fixed time in respect of such shares registered in the name of
each member (whether solely or jointly with others), and upon the
proceeds of sale thereof for all moneys (whether presently payable or not)
called or payable at a fixed time in respect of such share/debentures and no
equitable interest in any share shall be created except upon the footing and
condition that this Article will have full effect. And such lien shall extend
to all dividends and bonuses from time to time declared in respect of such
shares/debentures shall operate as a waiver of the Company‟s lien if any,
on such shares/debentures. The Directors may at any time declare any
shares/debentures wholly or in part to be exempt from the provisions of
this clause
36. As to enforcing
lien by sale
For the purpose of enforcing such lien, the Board may sell the shares
subject thereto in such manner as it shall think fit, and, for that purpose,
may cause to be issued a duplicate in respect of such shares and may
authorise one of its Member to execute a transfer thereof on behalf of and
330
ARTICLE
NO.
PARTICULARS DETAILS
in the name of such Member. No sale shall be made until such period for
payment as aforesaid shall have arrived, and until notice in writing of the
intention to sell shall have been served on such Member or his
representatives and default shall have been made by him or them in
payment, fulfilment, or discharge of such debts, liabilities or engagements
for fourteen days after the service of such notice.
37. Application of
proceeds of sale
The net proceeds of the sale shall be received by the Company and applied
in or towards payment of such part of the amount in respect of which the
lien exists as in presently payable, and the residue, if any, shall (subject to
a like lien for sums not presently payable as existed upon the share before
the sale) be paid to the person entitled to the share at the date of the sale.
38. Validity of sale in
exercise of lien and
after forfeiture
Upon any sale after forfeiture or for enforcing a lien in purported exercise
of the powers hereinbefore given, the Board may appoint some person to
execute an instrument of transfer of the share sold and cause the
purchaser‟s name to be entered in the Register in respect of the shares sold,
and the purchaser shall not be bound to see to the regularity of the
proceedings, nor to the application of the purchase money, and after his
name has been entered in the Register in respect of such share the validity
of the sale shall not be impeached by any person, and the remedy of any
person aggrieved by the sale shall be in damages only and against the
Company exclusively.
39. Board may issue
new Certificates
Where any share under the powers in that behalf herein contained in sold
by the Board and the certificate in respect thereof has not been delivered
up to the Company by the member previously registered in respect of such
share, the Board may issue a new certificate for such share distinguishing it
in such manner as it may think fit from the certificate not so delivered up.
TRANSFER AND TRANSMISSION OF SHARES
40. Instrument of
Transfer
Execution of
Transfer
The instrument of transfer shall be in writing and all provisions of Section
108 of the Companies Act, 1956 in respect of all transfer of shares and
registration thereof.
Subject to the provisions of the Act, no transfer of shares shall be
registered unless a proper instrument of transfer duly stamped and
executed by the transferor and transferee has been delivered to the
Company. The instrument of Transfer shall be accompanied by such
evidence as the Board may require to prove the title of the Transferor and
his right to transfer the shares and every registered instrument of transfer
shall remain in the custody of the Company until destroyed by order of the
Board. The Transferor shall be deemed to be the holder of such shares until
the name of the Transferee shall have been entered in the Register of
Members in respect thereof
41. Application for
transfer
Application for the registration of the transfer of a share may be made
either by the transferor or the transferee provided that, where such
application is made by the transferor, no registration shall in the case of
partly paid shares be effected unless the Company gives notice of the
application to the transferee in the manner prescribed by the Act, and
subject to the provisions of these Articles, the Company shall unless
objection is made by the transferee within two weeks from the date of
receipt of the notice, enter in the Register the name of the transferee in the
same manner and subject to the same conditions as if the application for
registration was made by the transferee.
42. Notice of transfer
to registered holder
Before registering any transfer tendered for registration the Company may,
if it so thinks fit, give notice by letter posted in the ordinary course to the
registered holder that such transfer deed has been lodged and that, unless
objection is taken, the transfer will be registered and if such registered
holder fails to lodge an objection in writing at the Office of the Company
331
ARTICLE
NO.
PARTICULARS DETAILS
with seven days from the posting of such notice to him he shall be deemed
to have admitted the validity of the said transfer. Where no notice is
received by the registered holder, the Company shall be deemed to have
decided not to give notice and in any event the non-receipt by the
registered holder of any notice shall not entitle him to make any claim of
any kind against the Company in respect of such non-receipt.
43. Indemnity against
wrongful transfer
Neither the Company nor its Directors shall incur any liability for
registering or acting upon a transfer of share apparently made by sufficient
parties, although the same may, by reason of any fraud or other cause not
known to the Company or its directors be legally inoperative or insufficient
to pass the property in the shares proposed or professed to be transferred,
and although the transfer may, as between the transferor and the transferee
and be liable to set aside, and notwithstanding that the Company may have
notice that such instrument of transferee was signed or executed and
delivered by the transferor in blank as to the name of the transferee or the
particulars of the shares transferred, or otherwise in defective manner. And
in every such case the person registered as transferee, his executors,
administrators, and assigns alone shall be entitled to be recognised as the
holder of such share and the previous holder shall so far as the Company is
concerned be deemed to have transferred his whole title thereto.
44. In what case to
decline to register
of transfer of
shares
Subject to the provisions of Section 111A, these Articles and other
applicable provisions of the Act or any other law for the time being in
force, the Board may refuse whether in pursuance of any power of the
company under these Articles or otherwise to register the transfer of, or the
transmission by operation of law of the right to, any shares or interest of a
Member in or debentures of the Company. The Company shall within one
month from the date on which the instrument of transfer, or the intimation
of such transmission, as the case may be, was delivered to Company, send
notice of the refusal to the transferee and the transferor or to the person
giving intimation of such transmission, as the case may be, giving reasons
for such refusal. Provided that the registration of a transfer shall not be
refused on the ground of the transferor being either alone or jointly with
any other person or persons indebted to the Company on any account
whatsoever except where the Company has a lien on shares.
45. No transfer to
minor or person of
unsound mind
No transfer shall be made to a minor or person of unsound mind or firm
without the consent of the Board.
46. Power to close
transfer books and
register
On giving seven day‟s notice by advertisement in a newspaper circulating
in the District in which the office of the Company is situated, the Register
of Members the Transfer Books or Register of Debentures may be closed
during such time as the Directors think fit not exceeding in the whole forty
five days in each year but not exceeding thirty days at a time.
Where, in the case of partly paid shares, an application for registration is
made by the transferor, the Company shall give notice of the application to
the transferee in accordance with the provisions of Section 110 of the
Companies Act 1956.
In case of the death of any one or more persons named in the Registrar of
Members as the joint-holders of any Share, the survivor or survivors shall
be the only persons recognized by the Company as having any title to or
interest in such share, but nothing herein contained shall be taken to release
the estate of a deceased joint-holder from any liability on shares held by
him jointly with any other person.
The Company shall incur no liability or responsibility whatsoever in
consequence of its registering or giving effect to any transfer of shares
made or purporting to be made by any apparent legal owner thereof (as
shown or appearing in the Register of Members) to the prejudice of
persons having or claiming any equitable right, title or interest to or in the
332
ARTICLE
NO.
PARTICULARS DETAILS
said Shares, notwithstanding that the Company may have received notice
prohibiting registration of such transfer, and may have entered such notice,
or referred thereto, in any book of the Company shall not be bound or
required to regard or attend or give effect to any notice which may be
given to it of any equitable right, title or interest, or be under any liability
whatsoever for refusing or neglecting to do so, though it may have been
entered or referred to in some book of the Company. But the Company
shall nevertheless be at liberty to regard and attend to any such notice and
give effect thereto if the Board shall so think fit.
Copies of the Memorandum and Articles of Association of the Company
and other documents shall be sent by the Company to every member at his
request on payment of prescribed fees from time to time by the Board in
accordance with Section 39 of the Act.
47. Transmission of
registered shares
The executors or administrators or the holder of a succession certificate in
respect of shares of a deceased member (not being one of several joint-
holders) shall be the only person whom the Company shall recognise as
having any title to the shares registered in the name of such member and,
in case of the death of any one or more of the joint-holders of any
registered shares, the survivors shall be the only person recognised by the
Company as having any title to or interest in such shares but nothing herein
contained shall be taken to release the estate of a deceased joint-holders
from any liability on shares held by him jointly with any other person.
Before recognizing any legal representative or their or a person otherwise
claiming title to the shares the Company may require him to obtain a grant
of probate or letters of administration or succession certificate or other
legal representative, as the case may be, from a competent court: Provided
nevertheless, that in any case where the Board in its absolute discretion
thinks fit it shall be lawful for the Board to dispense with the production of
probate or letters of administration or a succession certificate or such other
legal representation upon such terms as to indemnity or otherwise as the
Board may consider desirable.
48. No fee on Transfer/
Transmission
No fee shall be charged for registration of transfer, transmission, Probate,
Succession Certificate and Letters of administration, Certificate of Death
or Marriage, Power of Attorney or similar other document.
49. As to transfer of
shares of deceased
or insolvent
members
transmission
articles. Notice of
election to be
registered as a
shareholder.
Provision of
Articles relating to
transfer applicable
Any person becoming entitled to or to transfer shares in consequence of
the death or insolvency of any member, upon producing such evidence that
he sustains the character in respect of which he proposes to act under this
Article, or of his title as the Directors think sufficient, may with the
consent of the directors (which they shall not be under any obligation to
give), be registered as a member in respect of such shares or may, subject
to the regulations as to transfer hereinafter referred to as “The
Transmission Article”. Subject to any other provisions of these Articles, if
the person so becoming entitled to shares under this or the last preceding
Article shall elect to be registered himself, he shall deliver or send to the
Company a notice in writing signed by him stating that he so elects. If he
shall elect to transfer the shares to some other person he shall execute an
instrument of transfer in accordance with the provision of these Articles
relating to transfer to shares. All the limitations, restrictions and provisions
of transfers of shares shall be applicable to any such notice or transfer as
aforesaid.
50. Rights of
unregistered
executors and
trustees
Subject to any other provisions of these Articles and if the Directors in
their sole discretion are satisfied in regard thereto, a person becoming
entitled to a share in consequence of the death or insolvency of a member
may receive and give a discharge for any dividends or other moneys
payable in respect of the shares.
51. Liability of the
company in
registering transfer
Subject to the provisions of the Securities and Exchange Board of India
Act, 1992 and regulations framed or guidelines issued there under and the
listing agreement with the Stock Exchanges on which the equity shares of
333
ARTICLE
NO.
PARTICULARS DETAILS
of shares by
executors &
trustees
the Company are listed, neither the Company nor any of its Directors or
other Officers shall incur any liability or responsibility whatsoever in
consequence of its registering or giving effect to any transfer of a share
made or purporting to be made by any apparent or legal owner thereof as
shown or appearing in the Register of Members to the prejudice of persons
having or claiming any equitable right, title or interest to or in such share,
notwithstanding that the Company may have had notice of such equitable
right, title or interest or referred thereto in any book or record of the
Company and the Company shall not be bound or required to regard to
attend or give effect to any such notice nor be under any liability
whatsoever for refusing or neglecting so to do though it may have entered
or referred to in some book or record of the Company, but the Company
shall nevertheless be at liberty to regard and attend to any such notice and
give effect thereto, if the Board shall so think fit.
The provisions of these Articles shall mutatis mutandis apply to the
transfer or transmission by operation of law of debentures or other
securities of the Company.
DEMATERIALISATION AND REMATERIALISATION OF SECURITIES
52. Company‟s right to
dematerialise or
rematerialise its
securities
Option for
investors
Securities in
depositories in
fungible form
Rights of
depositories &
beneficial owners
(a) Notwithstanding anything to the contrary or inconsistent contained in
these Articles, the Company shall be entitled to dematerialise its
shares, debentures and other securities (hereafter referred to as
“securities”) pursuant to the Depositories Act and offer its securities
for subscription in a dematerialised from and to rematerialise its
securities.
(b) Every person subscribing to or holding securities of the Company
shall have the option to receive security certificates or to hold the
securities with a Depository. Such a person who is the beneficial
owner of the securities can at any time opt out of a Depository, if
permitted by law, in respect of any security in the manner provided
by the Depositories Act, and the Company shall in the manner and
within the time prescribed arrange to issue to the beneficial owner the
required certificates of securities. If a person opts to hold his security
with a Depository, the Company shall intimate such Depository the
details of allotment of the security, and on receipt of the information,
the Depository shall enter in its records the name of the allottee as the
beneficial owner of the security.
(c) All securities of the Company held by a Depository shall be
dematerialised and shall be in fungible form. Nothing contained in
Sections 153, 153A, 153B, 187B, 187C and 372A and 187A of the
Act shall apply to a Depository in respect of the securities held by it
on behalf of the beneficial owners.
(d) (i) Notwithstanding anything to the contrary contained in the Act or
these Articles, a Depository shall be deemed to be the registered
owner for the purposes of effecting transfer of ownership of securities
on behalf of the beneficial owner.
(ii) Save as otherwise provided in (i) above, the Depository as the
registered owner of the securities shall not have any voting rights or
any other rights in respect of the securities held by it.
(iii) Every persons holding shares of the Company and whose name is
entered as the beneficial owner in the records of the Depository shall
be deemed to be a member of the Company. The beneficial owner of
securities shall be entitled to all the rights and benefits and be subject
334
ARTICLE
NO.
PARTICULARS DETAILS
Service of
documents
Transfer of
securities
Depository to
furnish information
Cancellation of
certificates upon
surrender by a
person
Option to opt out in
respect of any
security
Allotment of
securities dealt
within a depository
Distinctive
numbers of
securities held in a
depository
Register and Index
of Beneficial
owners
Register of
transfers
to all the liabilities in respect of his securities which are held by the
Depository.
(e) Notwithstanding anything contained to the contrary in the Act or
these Articles, where securities are held in a Depository, the records
of the beneficial ownership may be served by such depository on the
Company by means of electronic mode or by delivery of floppies or
dices.
(f) Notwithstanding anything to the contrary contained in the Articles-
(i) Section 83 of the Act shall not apply to the share with a
Depository
(ii) Section 108 of the Act shall not apply to transfer of security
effected by the transferor and the transferee both of whom are entered
as beneficial owners in the records of the Depository.
(g) Every depository shall furnish to the Company information about the
transfer of securities in the name of the beneficial owner at such
intervals and in such manner as may be specified by the bye-laws and
the Company in that behalf.
(h) Upon receipt of certificate of securities on surrender by a person who
has entered into an agreement with the Depository through a
participant, the Company shall cancel such certificate and substitute
in its records the name of Depository as the registered owner in
respect of the said securities and shall also inform the depository
accordingly.
(i) If a beneficial owner seeks to opt out of a Depository in respect of
any security the beneficial owner shall inform the Depository
accordingly. The Depository shall on receipt of information as above
make appropriate entries in its records and shall inform the Company.
The Company shall within thirty (30) days of the receipt of intimation
from the Depository and on fulfilment of such conditions and on
payment of such fees as may be specified by the regulations, issue the
certificate of securities to the beneficial owner or the transferee as the
case may be.
(j) Notwithstanding anything contained in the Act or these Articles,
where securities are dealt with by a Depository, the Company shall
intimate the details thereof to the Depository immediately on
allotment of such securities.
(k) Nothing contained in the Act or these Articles regarding the necessity
of having distinctive number for securities issued by Company shall
apply to securities held with a Depository.
(l) The Register and Index of beneficial owners maintained by a
Depository under Section 11 of the Depositories Act shall be deemed
to be the Register and Index of members and Register and Index of
Debenture-holders, as the case may be, for the purpose of the Act.
(m) The Company shall keep a Register of Transfer and shall have
recorded therein fairly and distinctly particulars of every transfer or
transmission of any securities held in material form.
335
ARTICLE
NO.
PARTICULARS DETAILS
Overriding effect
of this Article
(n) Provisions of this Article will have full effect and force
notwithstanding anything to the contrary or inconsistent contained in
any other Article of these presents.
(o) No stamp duty would be payable on shares and securities held in
dematerialized form in any medium as may be permitted by law
including any form of electronic medium
(p) In case of transfer of shares, debentures and other marketable
securities, where the Company has not issued any Certificate and
where such shares, debentures, or securities are being held in an
electronic and fungible form in a Depository, the provisions of the
Depositories Act, 1996 shall apply.
53. Nomination for
shares and
debentures
Notwithstanding anything to the contrary contained in any other-Article
every holder of shares in or holder of debentures of the Company, holding
either singly or jointly, may at any time, nominate a person in the
prescribed manner to whom the shares or interest of the members in the
capital of the Company or debentures of the Company shall vest in the
event of his/her death and the death of the joint-holder(s), if any, of
shares/debentures. Such holder may revoke or vary his/her nomination, at
any time, by notifying the same to the Company to that effect. Such
nomination shall be governed by the provisions of Sections 109A and
109B of the Companies Act, 1956 or such other regulations governing the
matter from time to time.
SHARE WARRANTS
54. Power to issue
share warrants
Subject to the provisions of Sections 114 and 115 of the Act and subject to
any directions which may be given by the Company in General meeting,
the Board may issue share-warrants in such manner and on such terms and
conditions as the Board may deem fit.
STOCKS
55. Conversion of
shares into stock
and re-conversion
(a) The Company in general meeting may convert any paid-up shares
into stock; and when any shares shall have been converted into
stock, the several holders of such stock may thenceforth, transfer
their respective interest therein, or any part of such interest, in the
same manner and subject to the same regulations as, the shares
from which the stock arose might have been transferred, as if no
such conversion had taken place, or as near thereto as
circumstances will admit. The Company may at any time reconvert
any stock into paid-up shares of any denomination
(b) The stock shall confer on the holders thereof respectively the same
rights privileges and advantages as regards dividends, voting at
meetings of the Company, and other matters, as if they held the
shares from which the stock arose as would have been conferred by
shares of equal amount of the class converted in the capital of the
Company, but so that none of such rights except participation in
dividends and profits of the Company and in the assets of the
Company on a Winding up shall be conferred by any such amount
of stock as would not if existing in shares of the class converted
have conferred such rights privileges or advantage.
(c) No such conversion shall affect or prejudice any preference
attached to the shares so converted. All the provisions contained in
these Articles which are applicable to fully-paid shares shall, so far
336
ARTICLE
NO.
PARTICULARS DETAILS
as circumstances will admit, apply to stock as well as to fully-paid
shares, and the words “Share” and “Member” therein shall include
“stock” and “stockholder” respectively.
ALTERATION OF CAPITAL
56. Power to sub-
divide shares
The Company may by ordinary resolution from time to time alter the
conditions of the Memorandum of Association as follows :-
(a) Increase the Share Capital by such amount, to be divided into shares
of such amount as may be specified in the resolution;
(b) Consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(c) Subdivide its existing shares or any of them into shares of smaller
amount than is fixed by the Memorandum, so however, that in the
subdivision the proportion between the amount paid and the amount,
if any, unpaid on each reduced share shall be the same as it was in the
case of the share form which the reduced share is derived; and
(d) Cancel any shares which, at the date of the passing of the resolution,
have not been taken or agreed to be taken by any person and diminish
the amount of its share capital by the amount of the shares so
cancelled.
57. On what
considerations new
share may be
issued
The resolution whereby any share is subdivided or consolidated may
determine that, as between the members registered in respect of the shares
resulting from such subdivision or consolidation, one or more such shares
shall have some preference or special advantage as regards dividend,
capital, voting or otherwise over or as compared with the others or other
subject nevertheless to the provisions of the Sections 85, 87, 88, 93 and
106 of the Act.
58. Surrender of shares Subject to the provisions of sections 100 to 105 inclusive of the Act, the
Board may accept from any member the surrender of all or any of his
shares on such terms and conditions as shall be agreed.
The Company may be special Resolution reduce us share capital, any
capital redemption reserve fund or any share premium amount in any
manner and with and subject to any incident authorised, and consent
required by law.
MODIFICATION OF RIGHTS
59. Power to modify
rights
(a) If at any time the share Capital is divided into different classes of
shares, rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may, subject to the
provisions of Sections 106 and 107 of the Act and whether or not the
Company is being wound up, be varied with the consent in writing of
the holders of three fourths of the issued shares of that class, or with
the sanction of a special resolution passed at a separate General
Meeting of the holders of the shares of that class. To every such
separate General Meeting, the provisions of these Articles relating to
General Meeting shall, to the extent consistent, apply.
(b) The rights conferred upon the holders of the shares of any class with
preferred or other rights shall not, unless otherwise expressly
provided by terms of the issue of the shares of that class, be deemed
to be varied by the creation or issue of further shares ranking pari
passu therewith.
337
ARTICLE
NO.
PARTICULARS DETAILS
BORROWING POWERS
60. Power to borrow The Board may, from time to time, at its discretion, subject to the
provisions of Section 58A, 292, 293 and other applicable provisions of
the Act and of these Articles, accept deposits from Members either in
advance of calls or otherwise and generally raise or borrow moneys,
either from the Directors, their friends and relatives or from others for
the purpose of the company and/or secure the payment of any such sum
or sums of money, provided, however, where the moneys to be borrowed
together with the moneys already borrowed(apart from the temporary
loans obtained from the company‟s bankers in the ordinary course of
business) and then remaining outstanding and undischarged at that time
exceed the aggregate, for the time being, of the paid up capital of the
company and its free reserves, that is to say ,reserves, not set apart for
any specific purposes, the Board shall not borrow such money without
the consent of the company in General Meeting by an ordinary
resolution.
61. Conditions of
borrowing
The Board may raise or secure the repayment of such moneys in such
manner and upon such terms and conditions it things fit, and, in
particular, by mortgage or by the issue of bonds, as they or by the issue
of debentures or debenture-stock of the Company, perpetual or
terminable and with or without a trust deed charged upon all or any part
of the property or undertaking of the Company (both present and future)
including its uncalled capital for the time being ; provided that the Board
shall not give any option or right to any person for making calls on the
shareholders of the company in respect of the amount unpaid for the time
being on the share held by them, without the previous sanction of the
Company in General Meeting.
62. Issue of debentures Any debentures, debenture-stock or other securities may be issued at a
discount, premium or otherwise and may be issued on the condition that
they shall be convertible into shares of any denominations, and with any
privileges and conditions as to redemption, surrender, drawing, allotment
of shares and attending (but not voting) at General Meetings,
appointment of Directors and otherwise. Debentures with the right of
conversion into or allotment of shares shall be issued only with the
consent of the Company in General Meeting by a Special Resolution.
VOTES OF MEMBERS
77. Votes of members Subject to any special conditions or restrictions as to voting upon which
any shares may be issued or may, for the time being, be held, on a show of
hands every member present in person shall have one vote, and on a poll
every member present in person or by proxy shall have one vote for every
share held by him in respect of which he is entitled to vote
78. Joint holders Where there are joint holders, the vote of the senior who tenders a vote
whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders and for this purpose, seniority shall be
determined by the order in which the name stand in the Register of
Members.
79. Votes in respect of
insane members
A member of unsound mind, or in respect of whom an order has been
made by any Court having jurisdiction in lunacy may vote, whether on a
show of hands or on a poll by his committee or other legal guardian, and
such committee or guardian may on a poll vote by proxy, provided that
such evidence as the Directors may require of the authority of the person
claiming to vote shall have been deposited at the Office or such other
office of the Company as may from time to time be designated by the
338
ARTICLE
NO.
PARTICULARS DETAILS
Directors, not less than forty-eight hours before the time for holding the
meeting or adjourned meeting at which such person claims to vote.
80. Restrictions on
voting
No Member shall, unless the Directors otherwise determine, be entitled to
vote at any General Meeting, either personally or by proxy, or to exercise
any privilege as a Member unless all calls or other sums presently payable
by him in respect of shares in the Company have been paid.
81. Admission or
rejection of votes
No objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting at which the vote objected to is given or
tendered, and every vote not disallowed at such meeting shall be valid for
all purposes. Any such objection made in due time shall be referred to the
Chairman of the meeting whose decision shall be final and conclusive
82. Instrument
appointing proxy to
be writing
The instrument appointing a proxy shall be in writing under the hand of the
appointer or of his attorney duly authorized in writing, or, if the appointer
is a corporation, either under seal, or under the hand of an officer or
attorney duly authorized.
83. Instrument
appointing proxy to
be deposited at the
office
The instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed or a notarially-certified or office
copy of that power of authority shall be deposited at the office or such
other office of the Company as may from time to time be designated by the
Directors, not less than forty-eight hours before the time for holding the
meeting or adjourned meeting, at which the person named in the
instrument proposes to vote, or, in the case of a poll, not less than twenty-
four hours before the time appointed for the taking of the poll and in
default the instrument of proxy shall not be treated as valid.
84. Form of instrument
appointing proxy
Every instrument appointing a proxy shall as nearly as circumstances will
admit be in the form set out in the Schedule IX to the Act
85. Proxy not to vote
except on poll
The instruments appointing a proxy shall be deemed to confer authority to
demand or join in demanding a poll, but the proxy shall not be entitled to
vote except on a poll
86. When votes by
proxy valid
through authority
revoked
A vote given in accordance with the terms of an instruments of proxy shall
be valid notwithstanding the previous death or insanity of the principal or
revocation of the proxy, or the transfer of the share in respect of which the
proxy is given, provided that no intimation in writing of such death,
insanity, revocation or transfer as aforesaid shall have been received by the
Company at the Registered Office before the commencement of the
meeting.
87. Validity of votes No objection shall be taken to the validity of any vote except at the
meeting or poll at which such note shall be tendered and every vote not
disallowed at such meeting or poll and whether given personally or by
proxy or otherwise shall be deemed valid for all purposes of such meeting
or poll whatsoever.
DISQUALIFICATION OF DIRECTORS
127. When the office of
the Director shall
be vacant
The office of the Director shall be vacant:
(i) on the happening of any of the events provided for in section 283
of the Act;
(ii) on contravention of the provisions of Section 314 of the Act, or any
statutory modifications thereof;
(iii) If a person is a Director of more than Fifteen companies at a time
or such other numbers as per the provisions of the Companies Act,
1956 or any other law for the time being in force;
(iv) In the case of alternate Director on return of the original Director to
the State in terms of section 313 of the Act; or
(v) Resignation of his office by notice in writing.
THE SEAL
339
ARTICLE
NO.
PARTICULARS DETAILS
131. Custody of Seal The Directors shall provide a Seal for the purpose of the Company and
shall have power from time to time to destroy the same and substitute a
new seal in lieu thereof and shall provide for the safe Custody of the Seal
and the Seal shall except as otherwise empowered under the Act or rules
there under, never be used except by the authority of the Directors or of a
Committee of the Directors and one Director/Company Secretary shall sign
every instrument to which the Seal is affixed; Provided, nevertheless, that
any instrument bearing the Seal of the Company and issued for valuable
consideration shall be binding on the Company notwithstanding any
irregularity touching the authority of the Directors to issue the same.
RESERVES
132. Reserves The Board may, from time to time before recommending any dividend, set
apart any and such portion of the profits of the Company as it thinks fit as
Reserves to meet contingencies or for the liquidation of any debentures,
debts or other liabilities of the Company, for equalization of dividends, for
repairing, improving or maintaining any of the property of the Company
and for such other purposes of the Company as the Board in its absolute
discretion thinks conducive to the interests of the Company; and may
subject to the provisions of Section 372 of the Act, invest the several sums
so set aside upon such investments (other than shares of the Company) as it
may think fit, and from time to time deal with and vary such investments
and dispose of all or any part thereof for the benefit of the Company, and
may divide the Reserves into such Special Funds as it thinks fit, with full
power to employ the Reserves or any parts thereof in the business of the
Company, and that without being bound to keep the same separate from
the others assets.
133. Investment of
Reserves
All moneys carried to the Reserves shall nevertheless remain and be profits
of the Company applicable , subject to due provisions being made for
actual loss or depreciation, for the payment of dividends and such moneys
and all the other moneys of the Company not immediately required for the
purposes of the Company may, subject to the provisions of Section 372A
of the Act, be invested by the Board in or upon such investments or
securities as it may select or may be used as working capital or may be
kept at any Bank or deposit or otherwise as the Board may, from time to
time, think proper.
CAPITALISATION OF PROFITS
134. Capitalisation Any general meeting may resolve that any moneys, investments, or other
assets forming part of the undivided profits of the Company standing to the
credit of the Reserves or any Capital Redemption Reserve Account, Share
Premium Account or any money, investments or other assets forming part
of the undivided profits of the Company(including profits or surplus
moneys realised on sale of capital assets of the company standing to the
credit fund or reserve of the company or in the hands of the company be
capitalised and distributed amongst such of the members as would be
entitled to receive the same if distributed by way of dividend and in the
same proportions on the footing that they become entitled thereto as capital
and that all on any part of such capitalised fund be applied on behalf of
such members in paying up in full any un-issued shares, debentures or
debenture-stock of the Company which shall be distributed accordingly or
in or towards payment of the uncalled liability on any issued shares, and
that such distribution or payment shall be accepted by such members in
full satisfaction of their interest in the said capitalised sum. Provided that
any sum standing to the credit of a Share Premium Account or a Capital
Redemption Reserve Fund may, for the purposes of this Article, only be
applied in the paying up of un-issued shares to be issued to members of the
Company as fully paid bonus shares.
340
ARTICLE
NO.
PARTICULARS DETAILS
A General Meeting may resolve that any surplus moneys arising from the
realisation of any capital assets to the Company, or any investments
representing the same, or any other undistributed profits of the Company
not subject to charge for income tax, be distributed among the Members on
the footing that they should receive the same as capital.
For the purpose of giving effect to any resolution under the preceding
paragraphs of this Article, the Board may settle any difficulty which may
arise in regard to the distribution as it thinks expedient and in particular
may issue fractional certificates, and may fix the value for distribution of
any specific assets, and may determine that such cash payments shall be
made to any Member upon the footing of the value so fixed or that
fractions of less value than Rs. 10/- may be disregarded in order to adjust
the rights of all parties, and may vest any such cash or specific assets in
trustees upon such trusts for the persons entitled to the dividend or
capitalised fund as may seem expedient to the Board, where requisite, a
proper contract shall be delivered to the Registrar for registration in
accordance with Section 75 of the Companies Act, 1956, and the Board
may appoint any person to sign such contract on behalf of the persons
entitled to the dividend or capitalised fund, and such appointment shall be
effective.
DIVIDENDS
135. Declaration of
Dividend
The Company in general meeting may declare a dividend to be paid to the
members, according to their respective rights, but no dividend shall exceed
the amount recommended by Board, but, the Company in General Meeting
may reduce the dividend recommended by the Board.
The profits of the Company, subject to any special rights relating there to
be created or authorised to be created by these Articles, and subject to the
provisions of these Articles, shall be divisible among the Members
according to their respective rights in proportion to the amount of capital
paid up on the shares held by them.
The Company in general meeting may declare a dividend to be paid to the
members, but no dividend shall exceed the amount recommended by Board
but, the Company in General Meeting may reduce the dividend
recommended by the Board.
147. Payment of
Dividend
Dividend may be paid by Electronic Transfer or by cheque or warrant or
by a pay slip having the force of a cheque or warrant or any other mode
sent through the post to the registered address of the Member or person
entitled or in case of joint holders to that one of them first named in the
register in respect of the joint holding or in case of registered shareholder
having registered address outside India by a telegraphic transfer to such
bank as may be designated from time to time by such Members. Every
such cheque or warrant shall be made payable to the order of the person to
whom it is sent. The company shall not be liable or responsible for any
cheque or warrant or pay slip or receipt lost in transmission, or for any
dividend lost to the member or person entitled thereto by the forged
endorsement of any cheque or warrant or the forged signature on any pay
slip or receipt or the fraudulent recovery of the dividend by any other
person by any means whatsoever.
148. Unpaid and
unclaimed dividend
Where the Company has declared a dividend but which has not been paid
or claimed within 30 days from the date of declaration, transfer the total
amount of dividend which remains unpaid or unclaimed within the said
period of 30 days, to a special account to be opened by the company in
that behalf in any scheduled bank, to be called “Unpaid Dividend Account
of Jain Infraprojects Limited”
Any money transferred to the unpaid dividend account of a company
which remains unpaid or unclaimed for a period of seven years from the
341
ARTICLE
NO.
PARTICULARS DETAILS
date of such transfer, shall be transferred by the company to the Fund
known as Investor Education and Protection Fund established under
section 205C of the Act. That there shall be no forfeiture of unclaimed
dividends before the claim becomes barred by law.
The company shall pay dividends in proportion to the amount paid up or
credited as paid up on each share.
No member shall be entitled to receive payment of any interest or dividend
in respect of his share or shares, whilst any money may be due or owing
from him to the Company in respect of such share or shares or otherwise
howsoever, either alone or jointly with any other person or persons; and
the Board may deduct from the interest or dividend payable to any
Member all sums of money so due from him to the Company.
Subject to the act and to the Articles, unless otherwise provided, any
dividend may be paid by cheque or warrant or by a payslip or receipt
having the force of cheque or warrant sent through the post to the
registered address of the Member or person entitled or in case of joint-
holders to that one of them first named in Register in respect of the joint
holding. Every such cheque or warrant shall be made payable to the order
of the person who is entitled to the dividend or his Mandatee. The
Company shall not be liable or responsible for any cheque or warrant or
payslip or receipt lost in transmission, or for any dividend lost to the
Member or person entitled thereto by the forged endorsement of any
cheque or warrant or the forged signature on any payslip or receipt or the
fraudulent recovery of the dividend by any other means. If two or more
persons are registered as joint holders of any share or shares any one of
them can give effectual receipt for any moneys payable in respect thereof.
No unpaid dividend shall bear interest as against the company.
WINDING UP
174. Distribution of
assets
Subject to the provisions of the Act and these Articles If the Company
shall be wound up and the assets available for distribution among the
members as such shall be insufficient to repay the whole of the paid up
capital, such assets shall be distributed so that as nearly as may be the
losses shall be borne by the members in proportion to the capital paid up or
which ought to have been paid up at the commencement of the winding-up
on the shares held by them respectively. And if in a winding-up on the
assets available for distribution among the members shall be more than
sufficient to repay the whole of the capital paid up at the commencement
of the winding-up, the excess shall be distributed amongst the members in
proportion to the capital at the commencement of the winding up paid up
or which ought to have been paid up on the shares held by them
respectively. But this Article is to be without prejudice to the rights of the
holders of shares issued upon special terms and conditions.
175. Distribution of
assets in kind
If the Company shall be wound up, whether voluntarily or otherwise, the
liquidators, may, with the sanction of s Special Resolution, divide among
the contributories, in specie or kind, any part of the assets of the Company
and may, with the like sanction, vest any part of the assets of the Company
in Trustees upon such trusts for the benefit of the contributories, or any of
them, as the liquidators, with the like sanction, shall think fit.
SECRECY
177. Secrecy Every Director shall , if so required by the Board before entering upon his
duties, sign a declaration pledging himself to observe a strict secrecy
respecting all transaction of the Company with its customers and the state
of accounts with individuals and in matters relating thereto, and shall by
such declaration pledge himself not to reveal any of the matters which may
come to his knowledge in the discharge of his duties except when required
so to do by the Board or by any meeting or by a Court of law and except so
342
ARTICLE
NO.
PARTICULARS DETAILS
far as may be necessary in order to comply with any of the provisions in
these Articles contained.
343
SECTION IX: OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts and agreements (not being contracts entered into in the ordinary course of business
carried on or intended to be carried on by our Company or contracts entered into more than two years before this
Draft Red Herring Prospectus), which are or may be deemed material have been entered or to be entered into by
our Company. Copies of these contracts together with copies of documents referred under Material Documents
below all of which have been attached to the copy of this Draft Red Herring Prospectus may be inspected at the
registered office/ corporate office of our Company from 10:00 am to 5:00 pm on any working day from the date
of this Draft Red Herring Prospectus until the Bid/ Issue Closing Date.
Material contracts to the Issue
1. Issue Agreement dated 15 June 2010 entered into amongst our Company and IDBI Caps, SBI Caps and
Keynote, Book Running Lead Managers to the Issue.
2. Memorandum of Understanding dated 3 May 2010 entered into between our Company and Karvy
Computershare Pvt. Ltd., Registrar to the Issue.
3. Copy of Tripartite agreement dated 17 January 2008 entered into between the Company, CDSL and
Registrar to the Issue.
4. Copy of Tripartite agreement dated 4 March 2008 entered into between the Company, NSDL and
Registrar to the Issue.
5. Underwriting Agreement dated [●] by and among our Company, Book Running Lead Managers and
the members of the Syndicate.
6. Syndicate Agreement dated [●] among the Company, Book Running Lead Managers and the Members
of the Syndicate.
7. Escrow Agreement dated [●] among our Company, the Registrar to the Issue, the Escrow Collections
Banks, Book Running Lead Managers and the members of the Syndicate.
Material Documents
1. Copy of Memorandum of Association and Articles of Association of our Company as amended from
time to time.
2. Copy of Certification of Incorporation of Jain Infraprojects Limited.
3. Copy of Special Resolution passed under section 81(1A) of the Companies Act, 1956 at their
Extraordinary General Meeting held on 30 November 2009 authorizing present issue of Equity
Shares.
4. Copy of the Board minutes dated 12 October 2009 approving the issue.
5. Strategic Alliance Agreement between our Company and Midas Information Company limited.
6. Memorandum of Understanding between GMP International and our Company
7. Memorandum of Understanding between our Company and Jain Realty Limited
8. Development Agreement between our Company and Jain Realty
9. Audited Balance sheets and Profit and Loss Accounts of the Company for the financial years ending on
31 March 2009, 2008, 2007, 2006, 2005 and for nine month period ended 31 December 2009.
344
10. Consents of Auditors, Bankers to the Company, Lead Manager, Registrar to the Issue, Domestic Legal
Counsel to the Company, Directors of our Company, Company Secretary and Compliance Officer, as
referred to, in their respective capacities.
11. Copy of certificate dated 18 June 2010 issued by R K Chandak, Chartered Accountants and Statutory
Auditors of the Company in terms of Part II Schedule II of the Companies Act 1956 including
capitalisation statement, taxation statement and accounting ratio for the year ended 31 March 2009,
2008, 2007, 2006, 2005 and for six months period ended 30 September 2009.
12. Copy of certificate dated 18 June 2010 issued by R K Chandak, Chartered Accountants and Statutory
Auditors of our Company regarding tax benefits accruing to the Company and its shareholders.
13. Copy of certificate dated 18 June 2010 received from R K Chandak, Chartered Accountants and
Statutory Auditors of our Company regarding sources and deployment of funds.
14. Service Contract entered into between the Company and Mr. Mannoj Kumar Jain.
15. Service Contract entered into between the Company and Mr. Ashok Chadha.
16. Due Diligence Certificate dated 29 June 2010 to SEBI from the Book Running Lead Managers.
17. Copy of In-principle listing approval received from BSE vide their letter nos. []dated []
18. Copy of In-principle listing approval received from NSE vide their letter nos. []dated []
19. IPO Grading Report of [] along with their rationale dated []
20. SEBI Observation Letter No. [] dated [] issued by the Securities and Exchange Board of India.
Any of the contracts mentioned in the Draft Red Herring Prospectus may be amended or modified at any time, if
so, required in the interest of the Company or if required by the other parties, without any reference to the
shareholders subject to compliance of the provisions of the Companies Act and other relevant statutues.
345
DECLARATION
We, certify that all the relevant provisions of the Companies Act, 1956, and the guidelines issued by the
Government of India or the regulations issued by Securities and Exchange Board of India, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with
and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act,
1956, the Securities and Exchange Board of India Act, 1992 or rules made thereunder or regulations issued, as
the case may be. We further certify that all statements in this Draft Red Herring Prospectus are true and correct.
Signed By the Directors of Our Company
Sd/-
Sd/-
Mannoj Kumar Jain, Chairman Ashok K Chadha, Vice Chairman &
Managing Director
Sd/-
Sd/-
Bimalendu Chakrabarti, Director Sunder Shyam Dua, Director
Signed by the Company Secretary and Compliance Officer
Sd/
Sumit Kumar Surana
Place:
Date: